260706.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, July 6, 2026, Vol. 27, No. 133
Headlines
D E N M A R K
SGL GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
F R A N C E
COOKIE INTERMEDIATE: Moody's Alters Outlook on Caa2 CFR to Stable
KEREIS HOLDING: Moody's Alters Outlook on 'B2' CFR to Negative
G E O R G I A
GEORGIA GLOBAL: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
GEORGIA: Moody's Alters Outlook on 'Ba2' Issuer Ratings to Stable
G E R M A N Y
FOXTROTT BIDCO: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Stable
FOXTROTT BIDCO: Moody's Assigns 'B2' CFR, Outlook Stable
HELLOFRESH SE: S&P Rates EUR350MM Senior Unsecured Bond 'BB+'
REVOCAR 2021-2: Fitch Affirms 'BBsf' Rating on Class D Notes
I R E L A N D
ARES EUROPEAN XV: Moody's Affirms B3 Rating on EUR15MM Cl. F Notes
BARINGS EURO 2024-2: Fitch Assigns 'B-sf' Rating on Class F-R Notes
BLACKROCK EUROPEAN II: Fitch Assigns 'B-sf' Rating on Cl. F-R Notes
FAIR OAKS VII: Fitch Assigns 'B-sf' Final Rating on Class F Debt
GROSVENOR PLACE 11: Fitch Assigns B-sf Final Rating on Cl. F Notes
HENLEY CLO XVI: S&P Assigns Prelim. B-(sf) Rating on Class F Notes
INVESCO EURO IV: Fitch Affirms 'B-sf' Rating on Class F Notes
MAN GLG III: S&P Puts 'CCC+' Class F Notes Rating on Watch Neg.
MONTMARTRE EURO 2020-2: Fitch Affirms B-sf Rating on Cl. F-R Notes
OCP EURO 2017-2: Fitch Assigns 'B-sf' Rating on Class F Notes
OCP EURO 2017-2: S&P Affirms B-(sf) Rating on Class F-R Notes
PENTA CLO 6: Fitch Affirms 'B-sf' Rating on Class F-R Notes
RRE 29 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes
TEXAS DEBT 2024-I: S&P Assigns B-(sf) Rating on Class F-R Notes
TIKEHAU CLO II: Moody's Affirms B3 Rating on EUR11.6MM F-R Notes
I T A L Y
NEOPHARMED GENTILI: Fitch Rates New EUR890MM Secured Notes 'B'
K A Z A K H S T A N
KMF BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
MFO ARNUR CREDIT: Fitch Affirms 'B' LongTerm IDR, Outlook Pos.
L U X E M B O U R G
LSF10 XL INVESTMENTS: S&P Discontinues 'B-' Issuer Credit Rating
N E T H E R L A N D S
MONDRIAN MORTGAGE 1: Moody's Assigns Caa1 Rating to Class X Notes
R U S S I A
MBANK OJSC: S&P Assigns 'B+/B' ICRs, Outlook Stable
S P A I N
GRUPO ANTOLIN-IRAUSA: Moody's Cuts CFR to Caa2, Outlook Negative
IDUN SARL: Fitch Assigns 'BB+(EXP)sf' Rating on Class E Notes
T U R K E Y
NEOVA SIGORTA: Fitch Gives 'BB-' Insurer Fin. Strength Rating
U N I T E D K I N G D O M
9 PRINCEDALE: BTG Begbies & FRP Advisory Named as Administrators
COOPS EMBS: Leonard Curtis Appointed as Administrators
CURO CONSTRUCTION: Antony Batty Appointed as Administrators
CURO GROUP: Antony Batty Appointed as Administrators
CURO INTERIORS: Antony Batty Appointed as Administrators
DEVONSHIRE HOMES (MABE): KR8 Advisory Appointed as Administrators
DEVONSHIRE HOMES: Alvarez & Marsal Appointed as Administrators
EAGLE MIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
GRAHAMS MACHINERY: Ernst & Young Appointed as Administrators
HINTERVIEW LIMITED: KRE Corporate Appointed as Administrators
KORN FERRY: Alexander Transaction No Impact on Moody's 'Ba2' CFR
LONDON WALL 2024-01: Fitch Affirms 'BB-sf' Rating on Class X Notes
MFN CLAIMS: Cowgills Appointed as Administrators
MONEVIUM LTD: S&W Partners Appointed as Administrators
ORBITA FUNDING 2026-1: Fitch Assigns 'BB-sf' Rating on Cl. F Notes
ORBITA FUNDING 2026-1: Moody's Gives B1 Rating to GBP4.3MM F Notes
PIERPONT BTL 2026-2: Moody's Assigns (P)Ba1 Rating to Cl. X Notes
T&L HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative
- - - - -
=============
D E N M A R K
=============
SGL GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed SGL Group ApS's Long-Term Issuer Default
Rating (IDR) at 'B' with a Stable Outlook, and its senior secured
rating at 'B+' with a Recovery Rating of 'RR3'.
The rating reflects SGL's high leverage at about 6x, leaving low
headroom in the rating, and negative free cash flow (FCF). Rating
strengths are SGL's gradually improving business profile as a
freight forwarder and logistics provider, with increasing scale and
diversification. The Stable Outlook reflects its expectations that
leverage will remain below the negative sensitivity (6x) from
2027.
The improving business profile is driven by the company's organic
growth and successful M&A strategy, resulting in above-market
volume growth. Fitch expects some weakness in ocean freight rates
over the medium term, but Fitch forecasts broadly stable
profitability, driven by volume growth and cost-efficiency
measures.
Key Rating Drivers
2025 Results Slightly Below Expectations: SGL's 2025 results were
supported by strong volume growth in both sea and air freight. Sea
volumes increased 25% and air volumes 6%, reflecting market share
gains and support from recent business expansion. SGL's revenue
increased 6% year-on-year in 2025, benefiting from the acquisitions
made in 2024-2025, partly offset by declining global freight
rates.
Fitch-calculated EBITDA margin improved slightly to 6.9% in 2025
from 6.7% in 2024. FCF before acquisitions remained negative at
EUR39 million, affected by continued working capital outflow,
although to a lesser extent than in 2024. Fitch expected working
capital inflow in 2025, following declining freight rates.
Fitch-defined pro-forma EBITDA for contribution from acquisitions
and adjusted by operating leases was EUR182 million. Fitch
forecasts broadly flat EBITDA in 2026, with declining margin before
partly recovering in 2027.
Negligible Leverage Headroom: Debt-financed acquisitions resulted
in pro-forma EBITDA leverage increasing to 5.9x in 2025 (reported
6.2x), close the negative rating sensitivity of 6x for the rating.
Fitch forecasts leverage to remain at about 6x in 2026, with
subdued profit growth but also lower acquisition spends, before
easing slightly below 6.0x in 2027. Continued material debt-funded
acquisitions, especially at high multiples, could put pressure on
the ratings.
FCF to Improve: Fitch estimates FCF to turn positive in 2027, due
to an increase in EBITDA, lower cash tax payment, reduced working
capital outflow stemming from lower freight rates and receivables
management initiatives. However, considering SGL's acquisitive
strategy, Fitch has included in its projections a large cash
outflow of about EUR105 million for acquisitions both in 2027 and
2028, more than offsetting positive FCF.
Weak Business Environment: Ocean freight rates should continue to
decrease, after a short-term increase triggered by the Iran
conflict, due to higher-than-expected shipping overcapacity, and
notwithstanding some volume increase. Fitch views increasing global
trade complexity as a positive secular trend for SGL, although
growing trade disputes and geopolitical conflicts can have a mixed
impact in the short term. About 60% of SGL's gross profit is
directly exposed to ocean and air freight rates.
Integration Risk Remains: Fitch expects SGL to continue to grow
through acquisitions, which entails execution risk, in its view.
This is mitigated by its record of successful integration and
investments in central group functions, which should support
smoother integration of acquired companies and overall
scalability.
Improving Business Profile: SGL has strengthened its business
profile over the past six years by leveraging its successful M&A
strategy, long-standing commercial relationships and in-house
knowledge. It has a solid position in its target markets (aid and
relief, food ingredients and additives, fashion and retail,
specialty automotive). It has also expanded organically into new
areas and countries. Focus on growth will continue, but Fitch
expects the company to strengthen its operations to support
customers in a more volatile environment and to maintain EBITDA?
margin, in line with its stated objectives.
Portfolio Diversification: SGL serves about 29,000 customers,
offering diversified logistics solutions (by mode of transport and
geography). The 10 largest customers have an average tenor of about
nine years and no client accounts for more than 3% of gross profit.
In addition, SGL provides forwarding services to non-government
organisations, which tend to be less cyclical than commercial
customers, although Fitch has seen some volatility across the board
recently.
Peer Analysis
SGL's credit metrics are in line with 'B' rated peers'. Its
earnings are less volatile than those of sole carriers, such as
shipping companies, but the business remains subject to market
cyclicality in an asset-light commoditised sector constraining its
debt capacity, in its view.
InPost S.A. (BB+/Rating Watch Negative) is a broad industry peer
and a niche leader, with good revenue visibility and limited
competition, translating into high operating margins. It also has a
more conservative financial structure, albeit subject to change due
to an announced transaction resulting in the Rating Watch Negative,
which largely explains the several-notch rating difference.
Fitch’s Key Rating-Case Assumptions
- EBITDA gradually rising to almost EUR220 million by 2027
- Effective interest rate at about 7% to 2028
- Cumulatively negative working capital change of about EUR60
million in 2026-2028
- Capex averaging about EUR22 million a year to 2028, given the
asset-light business
- Acquisitions of about EUR105 million annually for 2027-2028, at
7.5x enterprise value (EV)/EBITDA
- No dividends or equity injections
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bbb', Lower), sector characteristics
('bb', Moderate), market and competitive positioning ('b+',
Moderate), diversification and asset quality ('bb+', Moderate),
company operational characteristics ('bb', Moderate), profitability
('b', Moderate), financial structure ('b-', Higher), and financial
flexibility ('b+', Higher).
The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.
B+ to CC considerations apply in its analysis and have no impact.
The Governance assessment of 'Good' has no impact.
The Operating Environment assessment of 'a' has no impact.
The SCP is 'b'.
To derive the Long-Term IDR:
Fitch made no adjustments to the SCP, resulting in an IDR of 'B'.
Recovery Analysis
Fitch's going concern (GC) EBITDA of EUR165 million assumes a sharp
downturn in the transportation industry. Fitch applied an about 10%
discount to SGL's pro-forma EBITDA, reflecting SGL's exposure to
economic cycles and, consequently, trading underperformance. The
haircut reflects the downturn in the transportation industry in
2025 and 1Q26, with pressure on margins and reduced freight rates.
Fitch applies a distressed EV/EBITDA multiple of 5x to calculate a
GC EV, which is in line with the median for 'B' companies in the
sector. This results in a GC EV of EUR743 million, after deducting
administrative claims.
Super-senior debt, including its EUR166 million equivalent million
super senior revolving credit facility and USD75 million
asset-backed lending facility, totalling EUR230 million result in
recoveries that are consistent with 'RR3'. This results in a
one-notch uplift from the IDR to arrive at the senior secured
rating.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage consistently above 6.0x
- EBITDA interest coverage consistently below 2.0x
- Negative FCF through the economic cycle
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Successful implementation of growth strategy, resulting in EBITDA
leverage consistently below 5.0x
- EBITDA interest coverage consistently above 3.0x
- Consistently positive FCF generation
Liquidity and Debt Structure
At end-March 2026, SGL held unrestricted cash and cash equivalents
of EUR68 million, further supported by a revolving credit facility
(limit of EUR166 million-equivalent) and asset-backed lending
(limit of USD75 million), totalling EUR139 million and both
committed until November 2027. SGL has no financing needs in 2026,
despite negative FCF after acquisitions and divestitures in 2026,
under its assumption of no additional acquisitions this year.
Issuer Profile
SGL is an asset-light freight forwarder and logistics provider with
a global footprint, and is particularly active in the Nordics,
North America and APAC.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for SGL.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
SGL Group ApS
LT IDR B Affirmed B
senior secured LT B+ Affirmed RR3 B+
===========
F R A N C E
===========
COOKIE INTERMEDIATE: Moody's Alters Outlook on Caa2 CFR to Stable
-----------------------------------------------------------------
Moody's Ratings has affirmed the Caa2 long-term corporate family
rating of Cookie Intermediate Holding II SAS (Biscuit), the parent
company of Biscuit Holding S.A.S., one of the largest European
manufacturers of private-label sweet biscuits based in France.
At the same time, Moody's have downgraded Biscuit's probability of
default rating to D-PD from Caa2-PD, following the completion of an
amend and extend transaction on its existing facilities. Moody's
expects to upgrade the probability of default rating to Caa2-PD
from D-PD in about three business days.
Concurrently, Moody's have assigned Caa1 ratings to the amended and
extended EUR493.8 million senior secured first-lien term loan B
(TLB) and EUR85 million senior secured multi-currency revolving
credit facility (RCF), both borrowed by Biscuit Holding S.A.S. and
due in 2030, and to the EUR201.2 million senior secured first-lien
TLB due in 2030 borrowed by Biscuit International NL Holding (BKG)
B.V. Moody's will withdraw the ratings on the existing senior
secured term loan B due in 2027 and senior secured revolving credit
facility due in 2026 as part of this rating action. The outlook on
all entities have been revised to stable from negative.
The transaction included the extension of the maturity of its TLB
and RCF to August and May 2030 respectively, while subordinating
and extending to November 2030 about EUR130 million of notes
previously ranking pari passu with the first-lien notes. Biscuit
also extended its EUR150 million second-lien instrument to August
2031 and started capitalizing its related interest payments. These
less favorable terms qualify as a distressed exchange under Moody's
definitions.
"The rating action reflects Moody's views that despite the
transaction pushes the debt maturity wall to 2030, providing the
company with additional time to improve the performance and its
credit metrics, Moody's believes that the capital structure remains
unsustainable and the liquidity weak given the significant risks
and uncertainties regarding the company's ability to sustainably
improve performance", says Valentino Balletta, a Moody's Ratings
AVP-Analyst and lead analyst for Biscuit.
"The rating action also reflects governance considerations
associated with an aggressive financial policy as evidenced by
Biscuit's highly leveraged capital structure which led to a
distressed exchange, requiring creditors to accept maturity
extensions, lower lien priority and capitalized interests," adds Mr
Balletta.
RATINGS RATIONALE
While Biscuit's recent amend-and-extend transaction addressed
near-term refinancing risk by extending maturities and reducing
cash interest over the next several years, provided the company
more time to improve operating performance, the company's capital
structure remains unsustainable due to ongoing weak performance and
uncertainties regarding the recovery's pace.
The affirmation of the Caa2 CFR reflects Moody's expectations that
Biscuit will continue to operate with weak credit metrics,
including a very high leverage, low interest coverage and negative
free cash flow which weighs on liquidity.
Biscuit's operating performance remained weak in 2025 and the first
three months of 2026, as the company continued to face declining
volumes in a competitive and soft market, limited pricing
flexibility, and manufacturing inefficiencies weighing on
profitability. The company's-adjusted EBITDA declined to EUR103
million in the twelve months ended March 2026, from EUR108 million
in fiscal 2025 and EUR149 million in 2024. Although the company is
taking steps to improve profitability from fiscal 2026, the pace
and sustainability of any recovery remain uncertain given ongoing
industry challenges, cost inflation, weak consumer demand and a
difficult macroeconomic environment, with Moody's-adjusted leverage
expected to remain above 10.0x through 2027.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) CONSIDERATIONS
Governance factors are a key consideration in the rating action,
reflecting the track record of operating underperformance and the
aggressive financial policy, resulting in an unsustainable capital
structure. These considerations are part of Moody's financial
strategy and risk management considerations and reflected in the
company's governance issuer profile score (IPS) of G-5 and its
Credit Impact Score (CIS) of CIS-5.
LIQUIDITY
Biscuit's liquidity profile remains weak despite the extensions of
debt maturities. As of March 2026, the company had a cash of
balance sheet of EUR32 million and approximately EUR44 million
available under its EUR85 million RCF due in May 2030.
Nevertheless, Moody's expects Moody's-adjusted FCF to stay negative
in 2026, likely increasing reliance on the RCF due to subdued
earnings and growth-related capital expenditures focused on
productivity and capacity enhancements to support EBITDA growth.
The company's RCF has a springing financial covenant, which
requires the consolidated first-lien net leverage ratio not
exceeding 8.5x, to be tested only when drawings, net of cash on
balance sheet, exceed more than 50% of the size of the facility.
STRUCTURAL CONSIDERATIONS
The Caa1 ratings on the EUR695 million first-lien TLB and the EUR85
million RCF are one notch above the CFR of Caa2, reflecting the
different priority rankings of various instruments, including the
EUR150 million second-lien notes, which offers some loss-absorption
protection. The capital structure also includes around EUR130
million in notes (including accrued interest) that were previously
pari passu but will now be subordinated to first-lien facilities
and senior to the second-lien notes.
These facilities are backed by the same guarantees and security,
though with different priority rankings, primarily consisting of
share pledges. Debt with this type of security package is similar
to unsecured debt.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects the extended maturities and Moody's
views that the current ratings adequately reflect the creditors'
recovery prospects.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates a track
record of significantly improving its operating profitability,
including organic revenue growth and higher profits, and enhances
its liquidity through sustainable positive free cash flow and
reduced reliance on the revolving credit facility. This would lead
to a more sustainable capital structure and improved credit
metrics.
Conversely, negative pressure on the ratings could occur if
Biscuit's operating performance declines or if liquidity weakens,
increasing the likelihood of default or weakening recovery
expectations.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in February 2026.
COMPANY PROFILE
Biscuit is one of the largest European manufacturers of
private-label sweet biscuits in terms of volume. The company
produces and distributes traditional biscuits, nutrition biscuits,
waffles and other sweet products across Europe. In December 2025,
the company generated EUR1,168 million of revenue and a
company-adjusted EBITDA of EUR108 million (EUR151 million in 2024).
Biscuit was acquired in early 2020 by funds advised by Platinum
Equity Advisors, LLC.
KEREIS HOLDING: Moody's Alters Outlook on 'B2' CFR to Negative
--------------------------------------------------------------
Moody's Ratings affirmed Kereis' (previously named Kereis Bidco) B2
senior secured bank credit facilities as well as Kereis Holding's
(previously named Kereis) B2 corporate family rating and B2-PD
probability of default rating, and changed the outlooks on these
entities to negative from stable.
Kereis is the leading brokerage firm for credit protection
insurance in France, with a market share of over 30% in the French
loan personal insurance segment, also operating in other segments
of insurance brokerage such as health, protection or property and
casualty.
RATINGS RATIONALE
The rating action follows Kereis' issuance of EUR280 million debt,
as an add-on to the existing EUR1,130 million Term Loan B, in order
to finance the acquisition of a majority stake in Groupe Santiane
(Santiane), the leading individual health and protection insurance
broker in France.
As a result of the issuance, Kereis's leverage ratio of debt over
EBITDA will increase to around 7.5x (YE2025 pro forma, Moody's
calculations), which is higher than Moody's expectations at the
current rating level.
The affirmation of the ratings reflects Moody's views that Kereis's
leverage will decrease below 7x over the next 18 months. The
company aims to achieve this through organic EBITDA growth of both
the current Kereis activities and of the acquired Santiane
business, as well as synergies resulting from the acquisition.
The negative outlook on Kereis's reflects its earnings sensitivity
to suppressed French housing market conditions and its impact on
the company's ability to expand EBIDTA to cover increased
leverage.
The new production of housing loans in France, after reaching a
bottom in 2024, has gradually picked up since 2025, but remains
below pre-2022 levels. Geopolitical and macroeconomic uncertainties
reduce the likelihood of a quick rebound. Although the revenues and
profits of Kereis's house credit insurance segment (41% of the
group's revenues) are driven by in-force loans to a large extent,
and not fully reliant on new business, a slowdown of the housing
market could weigh on Kereis' revenues in the medium to long run.
The regulatory environment is also evolving. Firstly, the French
insurance and banking regulator has recently expressed concerns
about the use of off-shore platforms by some intermediaries without
a sufficient level of control. While Santiane is a user of such
platforms and Kereis has already planned for additional investments
to strengthen the compliance and control functions. Moody's
believes that the level of regulatory scrutiny could further
increase in coming years. Secondly, European regulators
increasingly focus on "value for money", by questioning the pricing
of insurance products and the commissions paid to intermediaries,
while French policymakers exert pressure on insurers for not
increasing prices, notably in health insurance, which can
ultimately constrain Kereis' revenues. Regulators' focus on pricing
is also an opportunity for Kereis to develop new products. Kereis
would benefit from its strong position across the value chain, from
product design and distribution of the product to claims
management.
The B2 CFR also reflects the strong business profile of the group.
The acquisition of Santiane will offer a leadership position in the
health and protection insurance brokerage segment, and a number two
position overall in the wholesale brokerage market. It will also
improve the group's diversification by business line, offsetting
the higher concentration to the French market.
The good EBITDA margin, which will decrease to 35% from 39% after
the acquisition, as well as the strong cash position and the high
cash flow generation also continue to support the B2 rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could downgrade the ratings if (i) adjusted debt-to-EBITDA
ratio remained sustainably above 7x, or (ii) the EBITDA margin were
to contract below 30% on a sustained basis, or (iii) the liquidity
profile were to deteriorate, as evidenced by a decrease of the free
cash flow-to-debt ratio to below 4%.
Conversely, Moody's could change the outlooks back to stable, if
the adjusted debt-to-EBITDA ratio decreased to below 7x on a
sustained basis. A material increase in Kereis' size and/or
business and geographic diversification, without materially
affecting the EBITDA margin and leverage could also exert upward
pressure on the ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
=============
G E O R G I A
=============
GEORGIA GLOBAL: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded Georgia Global Utilities JSC's (GGU)
Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB-'. The
Outlook is Stable. Fitch has also upgraded the senior unsecured
rating to 'BB' from 'BB-', with a Recovery Rating of 'RR4'.
The upgrade reflects the revision of GGU's Standalone Credit
Profile (SCP) to 'bb-' from 'b+', mainly due to a stronger
financial profile. Fitch forecasts funds from operations (FFO) net
leverage below 3.5x over 2026-2028 (as occurred in 2024-2025),
driven by expected EBITDA growth in the next regulatory period from
2027 and moderating capex. The SCP reflects the regulated revenue
of the Georgian water utility network, offset by weak asset
quality, a regulatory framework prone to social and political
influence, and GGU's small scale. The SCP also factors in FX risks
due to currency mismatch between revenue and debt and conservative
leverage.
The 'BB' IDR reflects a one-notch uplift from GGU's SCP, due to FCC
Aqualia S.A.'s (BBB-/Stable) perceived strategic incentive to
support its weaker subsidiary.
Key Rating Drivers
Moderate Leverage Drives SCP Improvement: Fitch anticipates GGU's
FFO net leverage will remain below the previous positive
sensitivity of 3.5x (2.7x in 2025) and FFO interest coverage on
average above 3x over 2026-2028 (3x in 2025), driving the SCP
improvement. This is despite its assumption of 11% revenue growth
in the water segment in 2027, well below management's expectations
of 21%, and low single digit growth in electricity revenue from
2027, which Fitch views as conservative.
Fitch forecasts capex will moderate to an average of GEL156 million
a year in 2026-2028, down from GEL182 million a year over
2023-2025. Fitch also anticipates the company will start
distributing dividends in 2027-2028, consistent with its internal
leverage target of below 3.5x.
New Water Regulatory Period Ahead: The Georgian regulator should
announce new tariffs and parameters at end-2026 for the next
three-year Regulatory Period 4 covering 2027-2029. The regulator
should also approve GGU's capex programme. GGU expects a percentage
revenue increase from water services of the low 20 in 2027. The
distribution of the tariff increase between legal entities and
households is yet to be decided. Fitch does not expect material
changes in the regulatory framework, although the weighted average
cost of capital (WACC) may change.
Capex Moderation from 2027: GGU's expected capex moderation from
2027, to be approved by the regulator, will be driven by some
projects lacking sufficient returns due to tariff limitations and
the slow network quality improvement from previous investments.
GGU's investment strategy continues to focus on refurbishing its
water network infrastructure to reduce leaks, modernising pumping
stations to achieve energy savings, and improving metering and
fraud detection.
Weak Asset Quality: Fitch views GGU's weak asset quality as a
rating constraint, despite improvements in recent years. GGU
managed to decrease the share of water lost before reaching the
customer to 62% in 2025 from 74% in 2021. It also reduced
electricity consumption for own needs, contributing to higher
external sales. The asset quality issues arise from historical
underinvestment and complex urban terrain in Tbilisi. Only around
50% of residential customers were metered in 2025, and GGU expects
the metering progress to be slow.
Defensive Business Profile: GGU's regulated water segment accounts
for 80%-85% of total revenue and benefits from a natural
monopolistic position in Tbilisi, and ownership of the water
infrastructure. The regulator approves the regulated asset base,
nominal WACC (15.45% for 2024-2026) and expense allowances. The
regulation is relatively supportive, providing insulation from
price and volume risk.
Regulatory Weaknesses: The regulated asset base in Georgia is based
on historical book values, rather than replacement values of
assets, partially offset by the high WACC. The regulator delays the
adjustments related to deviation of actual results from projected
figures to the next regulatory period. Regulatory decisions can be
influenced by social and political reasons to cap tariffs growth.
In its view, water tariffs in Georgia have higher sensitivity to
social aspects than electricity.
Deregulated Power Generation: Generation and sale of electricity
represent 15%-20% of revenue. GGU owns installed hydro capacity of
149MW. About 40% of GGU's electricity is generated for the group's
own consumption under regulated tariffs. Excess electricity is sold
mainly through 12-month bilateral agreements with industrial
customers at non-regulated prices.
Ring-Fenced Bond Structure: GGU's USD300 million bond due 2029
includes restrictive covenants, and Fitch treats GGU as a
non-recourse subsidiary for Aqualia, notwithstanding the 100%
ownership. The bonds are guaranteed by Georgian Water and Power
LLC. The restricted group may incur additional debt if consolidated
net leverage is less than 3.5x.
Strategic Links with Aqualia: The rating uplift reflects its view
that Aqualia has a 'Medium' strategic incentive to support GGU,
while Fitch assesses legal and operational incentives to support as
'Low'. Fitch considers the financial contribution from GGU to the
Aqualia group as moderate, at 14% of consolidated EBITDA and 28% of
capex in 2025. GGU's business is also aligned with Aqualia's core
water and sewage management expertise. In its view, GGU offers
moderate growth potential for Aqualia, given the subsidiary's need
to modernise its water infrastructure, narrow significant water
losses, and lower its own electricity consumption.
Peer Analysis
Namibia Water Corporation Limited's (NamWater, BB-/Stable, SCP:
bb-) has a similar business profile to GGU, as Namibia's sole water
supplier with regulated revenue. Both companies are exposed to
emerging regulatory frameworks with independent regulators and
limited tariff visibility, exposed to social and political pressure
to cap tariffs growth. GGU has weaker asset quality, but benefits
from stronger operating environment in Georgia and much stronger
profitability. Nampower's credit profile is supported by its net
cash position.
Turkiye-based electricity distribution companies GDZ Elektrik
Dagitim Anonim Sirketi (GDZ, BB-/Stable) and ADM Elektrik Dagitim
A.S. (ADM, BB-/Stable) benefit from longer regulatory records than
GGU, larger scale and stronger asset quality. This is offset by
GGU's more stable macro environment and less volatile
profitability. GDZ, ADM and GGU are exposed to the mismatch between
US dollar-denominated debt and cash flows in local currencies, but
the Georgian lari performs more strongly against the dollar than
the Turkish lira. Overall, all three have similar debt capacity.
Another peer of GGU is ENERGO-PRO a.s. (EPas, BB-/Stable), a
utility headquartered in the Czech Republic with operating
companies in Bulgaria, Georgia, Turkiye, Spain and Brazil. Its core
activities are power distribution and electricity generation at
hydro plants. Energo-Pro's higher debt capacity than GGU reflects
its larger size and its diversification by geography and type of
business.
NamWater's rating is equalised with Namibia's sovereign at 'BB-'.
GDZ and ADM are rated on a standalone basis.
Fitch’s Key Rating-Case Assumptions
- Regulatory allowed revenue of the water utility business
increasing by a conservative 11% in the 2027-2029 regulatory period
compared with the 2024-2026 regulatory period
- Energy production of about 415GWh annually over 2026-2028, of
which 250GWh sold externally; electricity price at about
GEL0.15/kWh in 2026-2028
- Average EBITDA of GEL212 million a year over 2026-2028
- Average capex of GEL156 million a year over 2026-2028
- Dividends totalling GEL175 million to be paid in 2027-2028, above
management's expectations
- Georgian lari/US dollar exchange rate of 2.7-2.8 in 2026-2028
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the SCP:
Business and financial profile factors (assessment, relative
importance): management ('bbb-', Lower), sector characteristics
('bb-', Moderate), market and competitive positioning ('bbb-',
Lower), diversification and asset quality ('b+', Higher), company
operational characteristics ('bb-', Moderate), profitability
('bb-', Moderate), financial structure ('a-', Moderate), and
financial flexibility ('b+', Higher).
The quantitative financial subfactors are based on custom CRT
financial period parameters: 25% weight for the historical year
2025, 25% for the forecast year 2026, 25% for the forecast year
2027 and 25% for the forecast year 2028.
The governance assessment of 'good' has no impact.
The operating environment assessment of 'bb' has no impact.
The SCP is 'bb-'.
To derive the Long-Term IDR:
Application of Fitch's Parent Subsidiary Linkage Rating Criteria
results in a(n) bottom up +1 approach.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Sustained decline in profitability and cash flow, investment with
low returns or aggressive dividend distributions leading to FFO net
leverage (excluding connection fees) above 3.5x and FFO interest
coverage below 3x (excluding connection fees) on a sustained basis
- Reassessment of Aqualia's incentives to support GGU as 'Low',
which will lead to elimination of the one-notch uplift
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch does not see upside for the SCP in the near term due to
limitations in the company's scale, regulatory framework and asset
quality.
- Stronger links with Aqualia
Liquidity and Debt Structure
At end-1Q26, GGU had cash of GEL73 million and short-term bank
deposits at Georgian banks of GEL109 million. This would be
sufficient to cover Fitch-forecasted negative free cash flow in the
next three years. GGU's bond matures in 2029, and Fitch does not
expect it to incur new debt, other than for refinancing.
GGU's FX risk from the currency mismatch between revenue and debt
is partially offset by holding USD24 million of its own notes, most
of short-term deposits denominated in US dollars, and revenue from
external electricity sales being US dollar denominated. Fitch
forecasts the exchange rate to be stable at 2.7-2.8 Georgian lari
per US dollar in 2026-2028.
Issuer Profile
GGU is a water utility and renewable energy business that supplies
potable water and provides wastewater collection and processing
services to about 1.3 million people in Georgia.
Summary of Financial Adjustments
For FFO net leverage and FFO interest coverage calculations, Fitch
reduces FFO by revenue from connection fees as they are set off
against investment liabilities.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for Georgia Global Utilities JSC.
ESG Considerations
GGU has an ESG Relevance Score of '4' for Water & Wastewater
Management due to heavily worn-out water infrastructure and large
water losses, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Georgia Global
Utilities JSC
LT IDR BB Upgrade BB-
senior unsecured LT BB Upgrade RR4 BB-
GEORGIA: Moody's Alters Outlook on 'Ba2' Issuer Ratings to Stable
-----------------------------------------------------------------
Moody's Ratings has changed the outlook on the Government of
Georgia to stable from negative and has affirmed the Ba2 domestic
and foreign currency long-term issuer and foreign currency senior
unsecured debt ratings.
The change to the outlook reflects Moody's assessments that the
balance of risks has returned to stable, with a mix of positive and
negative factors. Robust economic performance alleviates risks
related to domestic and geopolitical challenges. Moody's also notes
that continued cooperation with development partners and
international financial institutions supports strong fiscal and
monetary policy effectiveness. At the same time, domestic political
and geopolitical pressures persist.
The affirmation of Georgia's Ba2 ratings reflects its strong
economic and fiscal position, balanced by institutional challenges.
Moody's expects Georgia's economic growth to remain strong,
supported by broad-based economic activity and consumption as well
as investment. Robust growth and prudent debt management will
continue to contribute to overall fiscal health. Georgia's
strategic position in the Middle Corridor will attract trade and
investment flows both within and outside the region. These features
are further supported by strong fiscal and monetary policy
effectiveness, despite some erosion in other elements of
institutions and governance such as civil society and judiciary.
RATINGS RATIONALE
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook is underpinned by the lower likelihood compared
to Moody's previous assessment that weakening relations with the
European Union and domestic political tensions will have a negative
impact on Georgia's economic and fiscal performance.
Real GDP growth accelerated to 7.8% year-on-year over the first
five months of 2026 from 7.5% annual average growth in 2025.
Moody's expects growth to average 6.4% in 2026 and 5.5% in 2027,
factoring in the impact of the Middle East conflict. Beyond this,
Moody's expects growth to hover around strong potential rates of
5-6%.
Ongoing progress toward debt reduction, gradual improvements in the
fiscal and debt profile as well as strength in investment and GDP
growth indicate political challenges and the stalling of the EU
accession process are not hampering Georgia's fundamental credit
profile, despite measures that in Moody's views, curtail civil
freedom and judicial autonomy.
While EU accession provided a strong institutional anchor,
authorities have continued to pursue reform outside of the
accession trajectory. Fiscal reforms have centered around
developing an action plan around SOE reforms, modernization of tax
administration, and a continued shift toward local currency
issuance in debt financing. On the monetary side, some measures
recommended by the IMF, such as steps to ensure a non-executive
board majority in the central bank, limiting discretionary
financial transfers to the government, and changing the
organizational structure have already been undertaken. The National
Bank of Georgia is currently also working on a legal framework for
a collegial decision-making model and strengthening board member
qualifications in line with IMF recommendations.
At the same time, economic resiliency is balanced by persistent
political risks. Domestically, street protests in the wake of the
stalling of the EU accession process and the disputed parliamentary
elections in October 2024 have abated, partly due to the imposition
of stricter constraints on demonstrations and protests, as well as
measures that have weakened the opposition and curtailed
non-governmental social groups, according to various international
observers.
Georgia's local currency (LC) and foreign currency (FC) ceilings
remain unchanged at Baa1 and Baa3 respectively. The four-notch gap
between the Baa1 LC ceiling and the Ba2 rating reflects a
relatively small government footprint in the economy and continued
policy effectiveness. The two-notch gap between the ceilings
incorporates Georgia's external vulnerabilities including current
account deficits and still high levels of dollarization in the
economy.
RATIONALE FOR THE Ba2 RATING
The affirmation of the Ba2 rating reflects Moody's views that
Georgia's strong economic and fiscal position continues to provide
material support to the Ba2 ratings, while continued engagement
with international financial institutions and steps to policy
effectiveness helps to preserve the resilience of the economy to
shocks. These strengths help to balance some weaknesses in
governance and political risks.
Georgia's fiscal strength has improved significantly over recent
years. Government debt has fallen from nearly 60% of GDP in 2020 to
around 34% in 2025, supported by strong nominal GDP growth and
fiscal discipline. Moody's projects debt to continue declining
gradually toward the low 30% range of GDP over the medium term.
Debt affordability is strong and well-anchored, given a high share
of concessional borrowing, prudent liability management, and access
to financial markets for commercial borrowing needs.
The affirmation also reflects Moody's views that Georgia's
relatively dynamic manufacturing and services sector coupled with
its strategically important location will continue to attract
investment flows. Georgia's geographic location along the Middle
Corridor makes it an important logistical and transport node, and
will serve to improve its own trade diversification, the complexity
of the goods traded, and connectivity. Related to the Middle
Corridor are various other connectivity projects, including the
port expansion at Poti port, the Anaklia Deep Sea Port project, the
planned airport at Vaziani, and the upgraded Baku -Tbilisi – Kars
railway which was officially commissioned at full capacity in June
2026. Such projects should significantly strengthen Georgia's role
as a regional transit and logistics hub linking China and Central
Asia with Europe. Tourism, another key growth driver, has also been
growing rapidly, with increasing signs of a diversification of
visitor arrivals.
Despite Moody's assessments that the strength of executive and
legislative institutions has weakened, Georgia's overall
institutional strength continues to support to the rating and
remains well-positioned compared to peers.
At Ba2, Georgia's credit profile reflects political event risks.
Domestically, the government's foreign policy agenda, including the
delayed EU accession, has resulted in significant polarization
among the electorate. Geopolitically, Georgia remains vulnerable to
tensions with Russia, given its border with the country and
Russian-occupied territory within some parts of Georgia as well as
the unpredictability of Russia's strategic intentions in the
region. In this regard, authorities face complexities in managing
domestic and foreign relations, including geopolitical risks coming
from Russia.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Georgia's ESG Credit Impact Score reflects moderately negative
exposure to demographic and employment challenges and, to a lesser
extent, environmental, largely physical climate, risks. These are
mitigated by Georgia's sustained track record of institutional
strengths and policy effectiveness, which have contributed to
ongoing increases in incomes and, together, support capacity to
respond to social and environmental challenges.
Georgia's overall exposure to environmental risks is driven by
moderately negative risks related to physical climate change,
notably heat stress, exacerbated by relatively high sensitivity
related to the sizeable portion of the labor force employed in the
agriculture sector.
Exposure to social risks is also a potential source of future
credit risks due to an ageing population, high rates of youth
unemployment, and only modest spending on health and education,
although life expectancy is relatively high. These negative risks
contrast with solid enrollment rates in education and a relatively
high level of access to basic services.
Governance risk reflects Moody's assessments that Georgia has
achieved some success in building institutional capacity and
implementing economic reforms which have supported flexibility in
labour and product markets, supporting moves towards higher value
added activities in sectors like agriculture and increasing access
to a broader range of export markets. The score also takes into
account Moody's assessments of the sovereign's institutions and
governance strength.
GDP per capita (PPP basis, US$): 31,352 (2025) (also known as Per
Capita Income)
Real GDP growth (% change): 7.5% (2025) (also known as GDP
Growth)
Inflation Rate (CPI, % change Dec/Dec): 4% (2025)
Gen. Gov. Financial Balance/GDP: -1.2% (2025) (also known as
Fiscal Balance)
Current Account Balance/GDP: -2.6% (2025) (also known as External
Balance)
External debt/GDP: 70.4% (2025)
Economic resiliency: baa2
Default history: No default events (on bonds or loans) have been
recorded since 1983.
On June 25, 2026, a rating committee was called to discuss the
rating of the Georgia, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially increased. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has materially increased. The issuer's susceptibility to
event risks has not materially changed.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
A sustained easing of domestic political risks, evidenced by a
lower level of political polarization together with reduced
geopolitical risks would be credit positive. Signs of further
improvement in policy effectiveness, including reform momentum in
engagement with IFIs coupled with sustained economic and fiscal
performance beyond Moody's baseline expectations would also exert
upward pressure on the rating.
FACTORS THAT COULD LEAD TO A DOWNGRADE
Moody's would likely downgrade the rating if institutions and
policy effectiveness continue to erode, with impediments to
macroeconomic and financial stability. Additionally, an escalation
of domestic or geopolitical risks could also lead to a downgrade.
The principal methodology used in these ratings was Sovereigns
published in May 2026.
=============
G E R M A N Y
=============
FOXTROTT BIDCO: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Foxtrott BidCo GmbH (Flender) an
expected Long-Term Issuer Default Rating (IDR) of 'B+(EXP)', with a
Stable Outlook. Fitch has also assigned its senior secured term
loan B (TLB) an expected rating of 'B+(EXP)', with a 'RR4' Recovery
Rating.
The IDR reflects its view of Flender's strong business profile,
with good geographical diversification, leading market positions,
long-term relationship with customers and growing services
contribution, which are partly offset by a narrow product
portfolio. It also considers Fitch's expectation that Flender
should continue deleveraging to below 5.0x by FY28 (year-end
September), despite increased debt following its acquisition by
Triton.
The Stable Outlook reflects its expectation that Flender's leverage
profile will remain in line with its rating sensitivities,
supported by EBITDA growth, improved free cash flow (FCF) and the
absence of debt-funded acquisitions and dividends payouts.
Key Rating Drivers
EBITDA Improvement: Fitch expects Flender's continued expansion,
the ageing of its installed equipment base and global trends for
higher power new wind turbines and the re-powering of existing ones
to drive higher-margin services revenue contribution to 33%-34% in
2030, up from 21% in 2022. This should support the improvement of
Flender's Fitch-adjusted EBITDA margin to about 15% in 2028, from
10% in 2024. Profitability improvement will also be underpinned by
optimising its manufacturing footprint through increased sourcing
and production in India and China, procurement savings and
'design-to-cost' measures.
Deleveraging Trajectory: Fitch expects gradual deleveraging over
the next four years towards 4.6x in FY29, from an estimated 5.1x in
FY26, driven by further EBITDA margin expansion, lower capex and
improving FCF generation. It will be supported by the new
shareholder's commitment to reduce leverage and maintain a prudent
capital structure.
Lower Capex Needs: Fitch expects lower capex requirements over the
next four years, with annual capex of EUR70 million-80 million
(about 3.6% of revenue), after EUR110 million a year (5% of
revenue) in FY22-FY25, to expand manufacturing capacity in low-cost
countries (mainly China and India) and its service network
globally. The lower capex will be one of the drivers of Flender's
FCF margin improvement.
Improving FCF: Fitch expects FCF margins to rise to 3%-4% in
FY27-FY29, from 0.5% in FY22-FY25, driven by increasing revenue on
the back of favourable secular fundamentals in the wind sector and
expected recovery of industrial orders. FCF improvement will also
be aided by continued EBITDA margin uplift, reduced capex
requirements and a declared prudent dividend policy by its new
shareholders (Fitch assumes no dividend payouts in FY26-FY29).
Solid Market Position: Flender has leading positions in its niche
markets for gearboxes and generators. Technological capabilities
and long-term cooperation with major wind original equipment
manufacturers provide moderate barriers to entry. Gearboxes are a
critical component of wind turbines, and reliability is crucial due
to the difficulty of access and cost increases resulting from
downtime. Nevertheless, in-house original equipment manufacturers
production and Chinese producers remain competitive threats for
suppliers like Flender over the long term.
Limited Scale and Products: Flender is small versus other
Fitch-rated industrial peers and has a narrow product portfolio
compared with large industrial companies. It is primarily focused
on the wind industry (which accounted for about 56% of its revenue
in 2025), balanced by exposure to the industrial sector (44% of
revenue) with diversified markets. The company has a concentrated
customer base focusing on major wind original equipment
manufacturers, due to the nature of the industry. However, this is
not a major credit weakness.
Good Geographical Diversification: Flender's business profile
limitations are mitigated by good geographical diversification that
compares well with higher-rated peers. About 20% of revenue in 2025
was generated in Germany and 22% in the rest of Europe, 34% in Asia
and 20% in North and South America.
Peer Analysis
Flender compares well with other Fitch-rated diversified
industrials in the 'B' category. The company has good geographical
diversification, like Ammega Group B.V. (B-/Negative), INNIO
N.V.(B+/Stable), TK Elevator Holdco GmbH (B/Rating Watch Positive)
and ams-OSRAM AG (B/Positive). Flender's product portfolio is
narrow, similar to INNIO's and Dynamo Midco B.V.'s (B/Stable),
which also focus on a limited range of products serving different
markets.
Flender's EBITDA margins are lower than those of Ammega, INNIO,
ams-OSRAM and TK Elevator, but slightly better than Dynamo's.
Similar to Dynamo and TK Elevator, Flender's FCF margin has been
volatile, although Fitch expects it to be sustainably positive
during FY26-FY28. The company's FCF margin is lower than INNIO's.
Flender's deleveraging trajectory is comparable with INNIO's, whose
EBITDA leverage is expected to fall below 5.0x in the medium term,
which will be lower than TK Elevator's and Ahlstrom's.
Fitch’s Key Rating-Case Assumptions
- Revenue to grow on average 2% a year during FY26-FY29
- Fitch-defined EBITDA margin to improve to above 14.5% in FY27,
from 14% in FY25, due to increased contribution from services and
cost savings
- Working capital outflow of about EUR20 million annually, driven
by revenue growth
- Lower capex at about 3.5% of revenue during FY26-FY29
- Bolt-on acquisition of EUR10 million annually during FY27-FY29
- No dividends during FY26-FY29
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bb', Lower), sector characteristics
('bb+', Moderate), market and competitive positioning ('bb+',
Moderate), diversification and asset quality ('bb-', Moderate),
company operational characteristics ('bb+', Moderate),
profitability ('bbb', Moderate), financial structure ('b', Higher),
and financial flexibility ('bb', Lower).
The quantitative financial subfactors are based on custom CRT
financial period parameters: 20% weight for the forecast year FY26,
40% for the forecast year FY27 and 40% for the forecast year FY28.
B+ to CC considerations apply in its analysis and have no impact.
The Governance assessment of 'Good' has no impact.
The Operating Environment assessment of 'a+' has no impact.
The SCP is 'b+'.
To derive the Long-Term IDR: Fitch made no adjustments to the SCP,
resulting in an IDR of 'B+'.
Recovery Analysis
The recovery analysis assumes that Flender would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated.
Fitch assumes a 10% administrative claim.
Fitch estimates Flender's GC EBITDA at EUR200 million, after
incorporating the loss of a major customer, deterioration in demand
and a reduced order intake. The assumption reflects corrective
reorganisation measures taken to offset the adverse conditions that
trigger default.
An enterprise value multiple of 5.0x is applied to calculate a
post-reorganisation enterprise value, based on the company's strong
market position globally, good geographical diversification,
long-term cooperation with customers and sound supplier
diversification. At the same time, this multiple reflects a
concentrated customer base and a limited range of products.
Fitch deducts about EUR40 million from the enterprise value, due to
Flender's use of non-recourse factoring facilities in 1H26 adjusted
for a discount, in line with its criteria. Fitch does not expect
Flender to increase its factoring use, given available cash, an
undrawn revolving credit facility and positive FCF generation
during FY26-FY29.
Fitch estimates senior debt claims at EUR2 billion, which includes
a EUR1.67 billion senior secured TLB and a EUR350 million senior
secured revolving credit facility. Its waterfall analysis, based on
the capital structure, generates a ranked recovery for first-lien,
secured debt in the 'RR4' category.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage consistently above 5.5x
- EBITDA interest coverage consistently below 3.0x
- FCF margin below 1% on a sustained basis
- Substantial structural decrease of service revenue share
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustainably below 4.5x
- FCF margin consistently above 3%
- Increased product and market diversification
Liquidity and Debt Structure
Fitch expects Flender's Fitch-defined readily available cash to be
about EUR100 million after the TLB issue. The company has no
material scheduled debt repayments until 2033. Fitch expects
positive FCF generation until 2029 and the available new EUR350
million undrawn revolving credit facility to support its liquidity.
Fitch-defined, short-term debt reflects its factoring use of EUR60
million as of end-March 2026.
The company's sources of funding are concentrated and mainly
consist of the new EUR1.67 billion TLB, which is due in June 2033.
Issuer Profile
Flender is a market leader in drive technology with a comprehensive
product and service portfolio of gearboxes, couplings and
generators. It has a worldwide sales network, with an extensive
production footprint in low-cost countries, such as China and
India.
Date of Relevant Committee
25-Jun-2026
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for Flender.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Foxtrott BidCo GmbH
LT IDR B+(EXP) Expected Rating
senior secured LT B+(EXP) Expected Rating RR4
FOXTROTT BIDCO: Moody's Assigns 'B2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Ratings assigned a B2 long term corporate family rating and
a B2-PD probability of default rating to Foxtrott BidCo GmbH (BidCo
or the group), the new holding company of Flender Group GmbH
(Flender or the company), a manufacturer of mechanical drive
technology. Concurrently, Moody's assigned a B2 instrument rating
to the company's EUR1,670 million senior secured term loan B, the
EUR350 million senior secured revolving credit facility (RCF) and
the EUR120 million senior secured guarantee facility (GF). At the
same time, Moody's withdrew the B2 CFR, the B2-PD PDR and the
stable outlook at Flender Holding GmbH, the previous top entity of
the restricted group. The outlook on Foxtrott BidCo GmbH is
stable.
RATINGS RATIONALE
The B2 CFR of BidCo is supported by Flender's market leadership in
the industrial gearbox industry and its leading market position
within a highly consolidated global market for wind gearboxes,
where it holds the number one position outside of China, and the
stabilizing effect of an growing aftermarket business; the
mission-critical nature of gearboxes in wind turbines; its
Industrial division, with a diversified end-market exposure and a
decent share of service revenue; the company's diversified
manufacturing footprint for its size, with facilities in Europe,
Asia and the US; and its solid order book, which provides some
stability against cyclical end-market demand and revenue
visibility.
The rating is, however, constrained by Flender's short track record
of improved operating performance; dependence on the overall health
of the wind turbine industry; relatively low profitability for
smaller parts of the business; risk of continued price pressure on
turbine manufacturers, which could spill over on suppliers like
Flender and private equity ownership with tolerance for a leveraged
capital structure.
LIQUIDITY
Flender has good liquidity. As of March 31, 2026, it had EUR204
million cash on balance sheet. The transaction will add
approximately EUR60 million net to this figure from cash
overfunding. In addition, the company will benefit from the new
EUR350 million senior secured revolving credit facility. Moody's
expects that EUR75 million of this facility will be carved out to
create ancillary facilities, leaving the company with EUR275
million availability under the RCF.
In the past, Flender's liquidity was supported by utilisation of
factoring (EUR192 million at peak in 2023 and 2024) and reverse
factoring programmes, however the company did not utilize any
factoring facilities in September 2025 and Moody's expects a zero
to low double-digit factoring balance by September 2026.
The RCF is subject to a springing first-lien net leverage ratio
covenant tested only at each quarter-end and only when the facility
is drawn by more than 40%, net of cash balances.
Over the next twelve months Moody's expects Flender to generate
around EUR190 million of funds from operations and to release
around EUR20 million of working capital, which will be more than
sufficient to cover expected liquidity needs consisting of EUR93
million of Capex, EUR67 million of working cash and EUR27 million
other basic cash obligations.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
COVENANTS
Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement), of wholly-owned
restricted subsidiaries representing more than 5% of consolidated
EBITDA, that are incorporated in Germany, France and the United
States of America (or any state thereof or the District of
Columbia)
Security will be granted over key shares and intra-group
receivables. All-asset security or floating charges will be
provided by obligors incorporated in the United States of America.
Unlimited pari passu debt is permitted if the senior secured net
leverage ratio (SSNLR) is less than or equal to 4.20x. Unlimited
second lien debt is permitted if the secured net leverage ratio
(SNLR) is less than or equal to 4.70x. Unlimited debt secured on
non-collateral or unsecured debt is permitted if the net leverage
ratio (NLR) is less than or equal to 5.40x and the fixed charge
coverage ratio (FCCR) is at least 2.0x.
Unlimited restricted payments are permitted if the SSNLR is less
than or equal to 3.70x, if the FCCR is at least 2.0x, if 50% is
funded from available amount and the SSNLR is less than or equal to
3.95x, or if 100% is funded from available amount and the SSNLR is
less than or equal to 4.20x.
Asset sale proceeds are required to be applied at 50% where SSNLR
is greater than 4.20x, 25% where SSNLR is less than or equal to
4.20x but greater than 3.95x, and 0% where SSNLR is less than or
equal to 3.95x.
Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies, with no cap and expected to be
realisable within 36 months of the relevant action.
STRUCTURAL CONSIDERATIONS
The B2 CFR has been assigned to Foxtrott BidCo GmbH, the top entity
within the restricted group and the reporting entity. The B2-PD PDR
reflects Moody's assumptions of a 50% family recovery rate,
customary for capital structures that include bank debt with no
financial maintenance covenants.
Moody's have assigned B2 instrument ratings to the senior secured
term loan B, the senior secured revolving credit facility and the
senior secured guarantee facility, in line with the CFR. These
facilities will be guaranteed by material subsidiaries accounting
for at least 80% of consolidated EBITDA and will benefit mainly
from pledges over shares and any structural intercompany
receivables.
The equity contributions provided by funds advised by private
equity firm Triton Investment Management Limited entering the
Foxtrott HoldCo GmbH, are in the form of common equity, while there
will be an interest free loan for tax purposes between Foxtrott
HoldCo GmbH and the top entity of the restricted group, Foxtrott
BidCo GmbH, which meets the criteria for full equity credit under
Moody's Hybrid Equity Credit rating methodology.
ESG CONSIDERATIONS
Moody's takes into account the impact of ESG factors when assessing
a company's credit quality. The assigned CIS-4 indicates that the
rating is lower than it would have been if ESG risk exposures did
not exist and is mainly driven by governance considerations as
described below.
The company's governance risks stem from its private equity
ownership. The private equity business model typically involves an
aggressive financial policy, limited independence of board members,
and tolerance for majority debt-funded acquisitions.
RATING OUTLOOK
The rating is initially weakly positioned. The stable outlook takes
into account strong order intake seen in H1 2026 (March 31, 2026),
a strong outlook for service as well the fact that the full benefit
from the restructuring in Germany, with a reduction of headcount
representing about 20% of the German workforce, and the positive
effect from the recent agreement with the unions will unfold over
the next 6 - 18 months, positioning the company more solidly in the
B2 rating category.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure requires a sustained track record of
debt/EBITDA below 5.0x; EBITA margin increasing towards 8%;
FCF/debt remaining above 5%; EBITA/interest improving above 2.5x;
and a solid liquidity profile.
Negative rating pressure could arise if Flender fails to maintain
debt/EBITDA below 6.0x; its EBITA margin deteriorates sustainably
below 5%; its free cash flow/debt turns negative; EBITA/interest
declines towards 1.5x; or if the company's liquidity starts to
weaken.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Founded in 1899, Flender Holding GmbH, headquartered in Bocholt,
Germany, is a manufacturer of mechanical drive technology, with a
product and service portfolio of gearboxes, couplings and
generators for a broad range of industries, with a large focus on
the wind turbine market. For fiscal 2025 (30 September), the
company reported revenue of EUR2.2 billion and adjusted EBITDA of
EUR348 million.
In June 2026, funds managed by Triton Investment Management Limited
have entered into a definitive agreement to acquire Flender. The
transaction is subject to customary regulatory approvals and is
expected to close in Q4 2026.
HELLOFRESH SE: S&P Rates EUR350MM Senior Unsecured Bond 'BB+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
EUR350 million senior unsecured bond maturing in 2031 set to be
issued by HelloFresh SE. S&P assigned its '3' recovery rating to
the proposed debt instrument, indicating its expectation of
meaningful recovery prospects (rounded estimate: 55%) in the
hypothetical event of default.
S&P said, "We understand the company intends to use the proceeds of
this new senior unsecured bond to repay its EUR73 million term loan
B tranche due in June 2027, while also holding cash on balance
sheet for general corporate purposes and transaction costs. The
proposed transaction does not have any major impact on the group's
credit metrics and we consider it to be net leverage neutral. This
transaction reflects HelloFresh's ambition to diversify its funding
sources and maturity profile, thereby managing its group's balance
sheet and enhancing its financial flexibility. We continue to
believe that there will be no material changes to the group's
prudent financial policy, and it will maintain S&P Global
Ratings-adjusted leverage below 2.0x, in line with our forecasts.
"In our recovery rating analysis, we consider that the EUR400
million revolving credit facility (RCF), due in April 2027, and
EUR107 million term loan B tranche due June 2029 are prior ranking
debt that benefit from guarantor coverage from some of the
operating entities. We assume prepayment of the EUR73 million term
loan B tranche due June 2027 from its intended bond proceeds.
"On May, 8, 2026, we downgraded HelloFresh to 'BB+' from 'BBB-'
with a stable outlook. This reflected our view that the company's
business prospects would take longer to recovery than previously
anticipated, with revenue not expected to return to growth until
2028."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P rates HelloFresh's proposed EUR350 million senior unsecured
bond due 2031 'BB+', in line with the long-term issuer credit
rating. This bond will be issued by HelloFresh SE, the group's
holding company, and will not benefit from any guarantor coverage
from any other entity.
-- The recovery rating is '3', indicating S&P's expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in
the hypothetical event of default.
-- S&P said, "Recovery prospects for the proposed senior unsecured
bond are constrained by the fact that we consider the EUR400
million RCF due April 2027 (unrated) and EUR107 million term loan B
tranche due June 2029 (unrated) to benefit from a guarantor
coverage from some of the operational entities and thus, we deem it
as ranking prior to the proposed unsecured notes. We assume that
the EUR73 million term loan B tranche due June 2027 will be
prepaid."
-- S&P's hypothetical default scenario assumes heightened
competition in the direct-to-consumer food delivery market,
combined with a severe macroeconomic downturn that weakens consumer
spending and increases input costs. This environment leads to a
material deterioration in HelloFresh's margins and operating
performance, particularly in its key U.S. market.
-- S&P values HelloFresh as a going concern, underpinned by its
strong international presence, leading market share in meal kits
and ready-to-eat meals, robust brand recognition, and vertically
integrated operations covering the entire value chain. Its flexible
subscription-based model and significant revenue contribution from
the U.S. market support the company's ability to generate
sustainable cash flows and maintain operational resilience.
Simulated default assumptions
-- Year of default: 2031
-- Jurisdiction: Germany
-- Emergence EBITDA: EUR128 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Gross enterprise value: EUR702 million
-- Net recovery value for waterfall after administrative expenses
(5%): EUR667 million
-- Estimated priority liabilities: EUR464.0 million*
-- Net EV available to senior unsecured lenders: EUR202.6 million
-- Estimated senior unsecured debt claims: EUR359.2 million
--Recovery rating: 3 (recovery expectations 50%-70%; rounded
estimate: 55%)
*All debt amounts include six months of prepetition interest. S&P
assumes that the RCF is 85% drawn at default.
REVOCAR 2021-2: Fitch Affirms 'BBsf' Rating on Class D Notes
------------------------------------------------------------
Fitch Ratings has upgraded RevoCar 2019-2 UG
(haftungsbeschraenkt)'s (RevoCar 2019-2) class D notes and RevoCar
2021-2 UG (haftungsbeschraenkt)'s (RevoCar 2021-2) class C notes
and affirmed the others notes. Fitch has also affirmed RevoCar S.A.
acting for and on behalf of its Compartment 2025-2 (RevoCar
2025-2).
Entity/Debt Rating Prior
----------- ------ -----
RevoCar S.A. acting
for and on behalf of
its Compartment 2025-2
A XS3122396552 LT AAAsf Affirmed AAAsf
B XS3122396719 LT AA+sf Affirmed AA+sf
C XS3122397444 LT A+sf Affirmed A+sf
D XS3122397527 LT BBB+sf Affirmed BBB+sf
RevoCar 2019-2 UG
(haftungsbeschraenkt)
Class A XS2053516550 LT AAAsf Affirmed AAAsf
Class B XS2053516808 LT AA+sf Affirmed AA+sf
Class C XS2053516980 LT AA+sf Affirmed AA+sf
Class D XS2053517012 LT Asf Upgrade BBB+sf
RevoCar 2021-2 UG
(haftungsbeschraenkt)
A XS2396099454 LT AAAsf Affirmed AAAsf
B XS2396101706 LT AA+sf Affirmed AA+sf
C XS2396108206 LT Asf Upgrade A-sf
D XS2396117025 LT BBsf Affirmed BBsf
Transaction Summary
The transactions are part of a long line of public securitisation
of German auto loan receivables under Bank11 für Privatkunden und
Handel GmbH (Bank11's) RevoCar platform. The receivables are
granted to private and commercial customers by Bank11 to finance
new and used vehicles. All portfolios are out of their revolving
periods, with RevoCar 25-2 recently starting pro-rata amortisation,
whereas the other transactions are amortising sequentially. For
RevoCar 19-2, notes and assets are fixed rate so there is no
hedging. For the other two, an interest rate swap covers the
mismatch between fixed-rate assets and floating-rate notes.
KEY RATING DRIVERS
Loss Assumptions Maintained, Prepayments Increased: Fitch has
increased the default base case for RevoCar 2019-2 and 2021-2 to
1.8% from 1.6% to reflect the transactions' recent
weaker-than-expected performance, which in its view is driven by
the challenging economic environment. Fitch has lowered the 'AAA'
default multiple to 5.25x and 5.5x from 6x and 6.25x, respectively,
maintaining broadly unchanged 'AAA' default levels, reflecting its
through-the-cycle approach. For RevoCar 2025-2, Fitch maintained
the default base case at 1.6% and lowered the default multiple to
6x from 6.25x to recognise the end of the revolving period.
The base case recovery rate and 'AAA' recovery haircut for the
transactions are unchanged at 45% (50% haircut for RevoCar 2019-2
given its earlier default definition), as recoveries continue to be
in line with its assumptions. Fitch has also increased the
prepayment rate assumption to 30% from 20% for RevoCar 2021-2 to
account for the higher observed and expected prepayments.
Increasing CE: RevoCar 2019-2 and RevoCar 2021-2 are amortising
sequentially, while RevoCar 2025-2 is in its pro-rata amortisation
period. This has led to strong credit enhancement (CE) build-up for
the two former transactions, which is the main driver of the
upgrades. For RevoCar 2025-2, CE has started to moderately increase
due to the class E notes only amortising after the class A to D
notes have been fully paid.
Commingling Risk: All scheduled payments are remitted to the
issuer's accounts daily, but prepayments are transferred monthly,
exposing the transactions to commingling risk. For RevoCar 2019-2
and RevoCar 2021-2, the commingling reserve no longer covers this
risk as it has fully amortised. RevoCar 2025-2's commingling
reserve still leaves a small amount uncovered. Fitch incorporates
the commingling loss impact in its ratings.
For RevoCar 2021-2, the increasing prepayments and thus commingling
loss put additional pressure on the ratings, especially the junior
class. For the class D notes, Fitch considered further factors
reducing the exposure to commingling risk, such as the short
expected remaining lifetime of the transaction and the notes'
rating at 'BBsf'. Fitch further expects CE for all classes to
continue increasing, so that commingling losses could be absorbed.
Capped Ratings: An amortising liquidity reserve is available to
cover senior expenses and class A interest payments for RevoCar
2019-2 and RevoCar 2021-2. Interest on the class B to D notes is
deferrable. The reserve is only available in a servicer termination
event and does not cover interest payments on the class B to D
notes, limiting the maximum achievable ratings to 'AA+sf'. RevoCar
2025-2's notes are all covered by the liquidity reserve once they
become most senior, so are not subject to this cap.
Counterparty Replacement Procedures Adequate: The servicer
continuity risk is adequately reduced with the liquidity reserve in
place, standard nature of the assets and clearly defined servicer
replacement conditions. Account bank and swap counterparty
downgrade risks, where applicable, are adequately reduced with
triggers and replacement procedures in line with its criteria.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Higher defaults or lower recoveries than assumed, as well as higher
prepayments could result in excess spread decreasing and
downgrades.
Below are the ratings of the class A/B/C/D notes of RevoCar 2019-2,
RevoCar 2021-2 and RevoCar 2025-2 respectively, assuming stressed
default and recovery rates.
RevoCar 2019-2
Increase default rates by 10%: 'AAAsf'/'AA+sf'/'AA+sf'/'A-sf'
Increase default rates by 25%: 'AAAsf'/'AA+sf'/'AA+sf'/'BBB+sf'
Increase default rates by 50%: 'AAAsf'/'AA+sf'/'AAsf'/'BBBsf'
Reduce recovery rates by 10%: 'AAAsf'/'AA+sf'/'AA+sf'/'Asf'
Reduce recovery rates by 25%: 'AAAsf'/'AA+sf'/'AA+sf'/'A-sf'
Reduce recovery rates by 50%: 'AAAsf'/'AA+sf'/'AA+sf'/'BBB+sf'
Increase default rates and reduce recovery rates by 10%:
'AAAsf'/'AA+sf'/'AA+sf'/'A-sf'
Increase default rates and reduce recovery rates by 25%:
'AAAsf'/'AA+sf'/'AA+sf'/'BBBsf'
Increase default rates and reduce recovery rates by 50%:
'AAAsf'/'AA+sf'/'AA-sf'/'BB+sf'
RevoCar 2021-2
Increase default rates by 10%: 'AAAsf'/'AA+sf'/'A-sf'/'BB-sf'
Increase default rates by 25%: 'AAAsf'/'AA+sf'/'BBB+sf'/'B+sf'
Increase default rates by 50%: 'AAAsf'/'AA+sf'/'BBB-sf'/'B-sf'
Reduce recovery rates by 10%: 'AAAsf'/'AA+sf'/'A-sf'/'BB-sf'
Reduce recovery rates by 25%: 'AAAsf'/'AA+sf'/'A-sf'/'BB-sf'
Reduce recovery rates by 50%: 'AAAsf'/'AA+sf'/'BBB+sf'/'Bsf'
Increase default rates and reduce recovery rates by 10%:
'AAAsf'/'AA+sf'/'BBB+sf'/'B+sf'
Increase default rates and reduce recovery rates by 25%:
'AAAsf'/'AA+sf'/'BBBsf'/'B-sf'
Increase default rates and reduce recovery rates by 50%:
'AAAsf'/'AA+sf'/'BBsf'/'NRsf'
RevoCar 2025-2
Increase default rates by 10%: 'AAAsf'/'AAsf'/'A+sf'/'BBB+sf'
Increase default rates by 25%: 'AA+sf'/'AA-sf'/'Asf'/'BBBsf'
Increase default rates by 50%: 'AAsf'/'A+sf'/'A-sf'/'BB+sf'
Reduce recovery rates by 10%: 'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'
Reduce recovery rates by 25%: 'AAAsf'/'AAsf'/'Asf'/'BBBsf'
Reduce recovery rates by 50%: 'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'
Increase default rates and reduce recovery rates by 10%:
'AAAsf'/'AAsf'/'Asf'/'BBBsf'
Increase default rates and reduce recovery rates by 25%:
'AA+sf'/'A+sf'/'A-sf'/'BBB-sf'
Increase default rates and reduce recovery rates by 50%:
'A+sf'/'A-sf'/'BBB-sf'/'BB-sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The class A notes in all transactions, RevoCar 2019-2's class B and
C notes , and RevoCar 2021-2's class B notes, are at their maximum
achievable ratings. Lower defaults or higher recoveries than
assumed, as well as increasing CE, could result in upgrades for the
other notes. For example, a simultaneous 50% decrease in defaults
and increase in recoveries could result in upgrades of up to four
notches for RevoCar 2019-2's notes, and up to seven notches for
RevoCar 2021-2's and RevoCar 2025-2's notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
RevoCar 2019-2 UG (haftungsbeschraenkt)
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
RevoCar 2021-2 UG (haftungsbeschraenkt), RevoCar S.A. acting for
and on behalf of its Compartment 2025-2
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
=============
I R E L A N D
=============
ARES EUROPEAN XV: Moody's Affirms B3 Rating on EUR15MM Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Ares European CLO XV Designated Activity Company:
EUR33,750,000 Class B-1 Senior Secured Floating Rate Notes due
2036, Upgraded to Aa1 (sf); previously on Dec 16, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2036,
Upgraded to Aa1 (sf); previously on Dec 16, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR32,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2036, Upgraded to A1 (sf); previously on Dec 16, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR310,000,000 Class A Senior Secured Floating Rate Notes due
2036, Affirmed Aaa (sf); previously on Dec 16, 2021 Definitive
Rating Assigned Aaa (sf)
EUR34,375,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed Baa3 (sf); previously on Dec 16, 2021
Definitive Rating Assigned Baa3 (sf)
EUR25,625,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed Ba3 (sf); previously on Dec 16, 2021
Definitive Rating Assigned Ba3 (sf)
EUR15,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed B3 (sf); previously on Dec 16, 2021
Definitive Rating Assigned B3 (sf)
Ares European CLO XV DAC, issued in December 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Ares Management Limited. The transaction's reinvestment
period will end in July 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1, B-2 and C notes are primarily
a result of the benefit of the shorter period of time remaining
before the end of the reinvestment period in July 2026.
The affirmations on the ratings on the Class A, D, E and F notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR491.5m
Defaulted Securities: EUR0m
Diversity Score: 64
Weighted Average Rating Factor (WARF): 3062
Weighted Average Life (WAL): 4.2 years
Weighted Average Spread (WAS): 3.65%
Weighted Average Coupon (WAC): 3.93%
Weighted Average Recovery Rate (WARR): 44.33%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Moody's notes that the June 2026 trustee report was published at
the time Moody's were completing Moody's analysis of the May 2026
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in April 2026.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: Once reaching the end of the
reinvestment period in August 2026, the main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
BARINGS EURO 2024-2: Fitch Assigns 'B-sf' Rating on Class F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Barings Euro CLO 2024-2 DAC reset notes
final ratings.
Entity/Debt Rating Prior
----------- ------ -----
Barings Euro
CLO 2024-2 DAC
A XS2919145784 LT PIFsf Paid In Full AAAsf
A-R XS3397092894 LT AAAsf New Rating
B-1 XS2919167838 LT PIFsf Paid In Full AAsf
B-2 XS2919168059 LT PIFsf Paid In Full AAsf
B-R XS3397093199 LT AAsf New Rating
C XS2919168562 LT PIFsf Paid In Full Asf
C-R XS3397093512 LT Asf New Rating
D XS2919169610 LT PIFsf Paid In Full BBB-sf
D-R XS3397093785 LT BBB-sf New Rating
E XS2919170113 LT PIFsf Paid In Full BB-sf
E-R XS3397093868 LT BB-sf New Rating
F XS2919170386 LT PIFsf Paid In Full B-sf
F-R XS3397094163 LT B-sf New Rating
Transaction Summary
Barings Euro CLO 2024-2 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds were used to redeem all the existing notes, except for the
subordinated notes, and to fund the portfolio with a target par of
EUR400 million. The portfolio is actively managed by Barings (U.K.)
Limited. The collateralised loan obligation (CLO) has a 4.6-year
reinvestment period and an 8.5-year weighted average life test
(WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B+'/'B'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 23.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 64.5%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits, including a top-10 obligor concentration
limit at 20% and a maximum of 40% to the three-largest
Fitch-defined industries. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has an
approximately 4.6-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
The transaction includes four Fitch test matrices, two effective at
closing, corresponding to an 8.5-year WAL, and another two
effective one year after closing, corresponding to a 7.5-year WAL
covenant. Matrix switch is subject to the collateral principal
amount (defaulted obligations at Fitch collateral value) being at
least at the reinvestment target par or a rating agency
confirmation. All the matrices are based on the same top 10
obligors limit and each matrix set corresponds to two fixed-rate
asset limits of 5% and 12.5%.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis and matrix analysis is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These conditions include passing the coverage
tests and the Fitch 'CCC' bucket limitation test, and a WAL
covenant that gradually steps down, before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R to D-R notes, lead
to downgrades of one notch on the class E-R notes and to below
'B-sf' for the class F-R notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-R
and F-R notes each have a rating cushion of two notches, while the
class D-R and E-R notes have a three-notch cushion and the class
C-R notes have a four-notch cushion, due to the better metrics and
shorter life of the identified portfolio than the Fitch-stressed
portfolio. There is no cushion for the class A-R notes, as they are
at the highest achievable rating.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches each for the class A-R to D-R notes and to below 'B-sf' for
the class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches for the rated notes, except for the
'AAAsf' rated notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than- expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from a stable portfolio credit
quality and deleveraging, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Barings Euro CLO
2024-2 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
BLACKROCK EUROPEAN II: Fitch Assigns 'B-sf' Rating on Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned BlackRock European CLO II DAC reset
notes final ratings, as detailed below.
Entity/Debt Rating
----------- ------
BlackRock European
CLO II DAC
A-R-R XS3405449789 LT AAAsf New Rating
B-R-R XS3405449946 LT AAsf New Rating
C-R-R XS3405450100 LT Asf New Rating
D-R-R XS3405450365 LT BBB-sf New Rating
E-R XS3405450522 LT BB-sf New Rating
F-R XS3405450951 LT B-sf New Rating
Subordinated Notes
XS1512782993 LT NRsf New Rating
Transaction Summary
BlackRock European CLO II DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to redeem the existing notes, except the
subordinated notes, and to fund the portfolio with a target par of
EUR400 million.
The portfolio is actively managed by BlackRock Investment
Management (UK) Limited (BlackRock). The CLO has an approximately
4.5-year reinvestment period, and an 8.5-year weighted average life
(WAL) test covenant at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be within the 'B' category.
The Fitch weighted average rating factor of the identified
portfolio is 23.4.
High Recovery Expectation (Positive): At least 90% of the portfolio
comprises senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the identified portfolio is 64.2%.
Diversified Portfolio (Positive): The transaction includes various
portfolio concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction includes six Fitch
test matrices. Two closing matrices correspond to an 8.5-year WAL,
two forward matrices correspond to a 7.5-year WAL, and another two
forward matrices correspond to a seven-year WAL. The two sets of
forward matrices can be selected one year after closing and 18
months after closing, respectively. Matrix switch is subject to the
reinvestment target par condition and/or a rating agency
confirmation. Each matrix set corresponds to two different limits
for fixed-rate assets at 5% and 12.5%.
The transaction has reinvestment period of 4.5 years and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis and matrix analysis is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' maximum limit, and a WAL test covenant that
progressively steps down. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to a downgrade to below 'B-sf' for the class
F-R notes and have no impact on the other notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-R-R
notes have a rating cushion of two notches, the F-R notes have a
rating cushion of three notches, the class C-R-R and D-R-R notes
each have a rating cushion of four notches and the E-R notes have a
rating cushion of five notches, due to the better metrics and
shorter life of the identified portfolio than the Fitch-stressed
portfolio. The class A-R-R notes have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A-R-R to class D-R-R notes and to below
'B-sf' for the class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to five notches each, except for the 'AAAsf' rated
notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for BlackRock European
CLO II DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
FAIR OAKS VII: Fitch Assigns 'B-sf' Final Rating on Class F Debt
----------------------------------------------------------------
Fitch Ratings has assigned Fair Oaks Loan Funding VII DAC notes
final ratings.
Entity/Debt Rating
----------- ------
Fair Oaks Loan
Funding VII DAC
A XS3356030448 LT AAAsf New Rating
A-1 Loan LT AAAsf New Rating
A-2 Loan LT AAAsf New Rating
B XS3356030521 LT AAsf New Rating
C XS3356030950 LT Asf New Rating
D XS3356031172 LT BBB-sf New Rating
E XS3356031255 LT BB-sf New Rating
F XS3356031503 LT B-sf New Rating
M XS3356032816 LT NRsf New Rating
Subordinated Notes
XS3356032576 LT NRsf New Rating
Z XS3356032147 LT NRsf New Rating
Transaction Summary
Fair Oaks Loan Funding VII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio has a target par of EUR350 million.
The portfolio is actively managed by Fair Oaks Capital Limited. The
CLO has a 4.6-year reinvestment period and an 8.5-year weighted
average life (WAL) test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
23.3.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 65.5%.
Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits in the portfolio, including a
top 10 obligor concentration limit of 20% and a maximum exposure to
the three largest (Fitch-defined) industries in the portfolio of
40%. These covenants ensure the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction will have an about
4.6-year reinvestment period and reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
The transaction includes two Fitch test matrix sets, each
comprising two matrices that correspond to two fixed-rate asset
limits of 5% and 10%. All matrices correspond to a top 10 obligor
limit at 20%. One set is effective at closing, corresponding to an
8.5-year WAL test. Another set, which corresponds to a 7.5-year WAL
test, is effective 12 months after closing. Switching to the
forward matrices is subject to the satisfaction of the reinvestment
target par condition.
Cash Flow Modelling (Positive): The WAL used for the transaction's
matrices and the Fitch-stressed portfolio analysis is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, and a WAL covenant that
progressively steps down, before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no negative impact on the class
A to E notes. The class F notes would be downgraded to below
'B-sf'.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B notes display a rating
cushion of two notches, the class C, D and F notes of four notches
and the class E notes of five notches. The class A notes have no
rating cushion, as they are rated at the highest achievable rating
on Fitch's scale.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
three notches for all classes, except the class E and F notes,
which would be downgraded to below 'B-sf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction in the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of two notches for the class B and C notes, three notches
for the class D and F notes and four notches for the class E notes.
The class A notes are rated 'AAAsf', the highest level on Fitch's
scale, and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread to cover
losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Fair Oaks Loan
Funding VII DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
GROSVENOR PLACE 11: Fitch Assigns B-sf Final Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Grosvenor Place CLO 11 DAC final
ratings.
Entity/Debt Rating
----------- ------
Grosvenor Place
CLO 11 DAC
A Loan LT AAAsf New Rating
A XS3396009022 LT AAAsf New Rating
B XS3396009378 LT AAsf New Rating
C XS3396009535 LT Asf New Rating
D XS3396009709 LT BBB-sf New Rating
E XS3396009964 LT BB-sf New Rating
F XS3396010111 LT B-sf New Rating
Subordinated Notes
XS3396010384 LT NRsf New Rating
Transaction Summary
Grosvenor Place CLO 11 is a securitisation of mainly senior secured
loans and secured senior bonds (at least 90%) with a component of
senior unsecured, mezzanine and second-lien loans. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by CQS (UK) LLP. The CLO
has an approximately 4.6-year reinvestment period and an
approximately 8.5-year weighted average life (WAL) test at
closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B+'/'B' category.
The Fitch weighted average rating factor of the current portfolio
is 22.5.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 65.6%.
Diversified Asset Portfolio (Positive): The transaction has various
concentration limits, including a maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The transaction includes four
matrices, all corresponding to a top 10 obligor concentration limit
at 20%. Two matrices are effective at closing and correspond to two
fixed-rate asset limits of 5% and 12.5% and an 8.5-year WAL test.
The other two matrices can be selected by the manager any time from
12 months after closing and correspond to the same two fixed-rate
asset limits and a 7.5-year WAL test.
The transaction has a reinvestment period of 4.6 years and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL Fitch modelled in the
transaction's Fitch-stressed portfolio and matrices analysis is 12
months less than the WAL test covenant. This is to account for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period. These include passing both the coverage
tests and the Fitch 'CCC' maximum limit, and a WAL test covenant
that progressively steps down before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the notes.
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than assumed, due to unexpectedly high levels
of defaults and portfolio deterioration. The class D to F notes
have rating cushions of five notches, and the class B notes of two
notches and the class C notes of four notches, due to the better
metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio. The class A notes do not have any rating
cushion as they are already at the highest achievable rating.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of three notches
for the class A notes, two notches for the class B to D notes and
to below 'B-sf' for the class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the RDR and a 25% increase in the RRR across all
ratings of the Fitch-stressed portfolio would lead to upgrades of
up to five notches each for the rated notes, except for the 'AAAsf'
rated notes, which are at the highest level on Fitch's scale and
cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction.
After the end of the reinvestment period, upgrades may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread available to cover losses in
the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Grosvenor Place CLO 11 DAC
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Grosvenor Place CLO
11 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
HENLEY CLO XVI: S&P Assigns Prelim. B-(sf) Rating on Class F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Henley CLO XVI DAC's class A, B, C, D, E, and F notes. At closing,
the issuer will also issue EUR33.90 million unrated subordinated
notes.
The reinvestment period will be approximately 4.7 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The preliminary ratings assigned to the notes reflect S&P's
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,900.23
Default rate dispersion 381.31
Weighted-average life (years) 5.19
Obligor diversity measure 158.97
Industry diversity measure 22.98
Regional diversity measure 1.36
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 183
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.50
Target 'AAA' weighted-average recovery (%) 36.19%
Actual weighted-average spread net of floors (%) 3.70
Actual weighted-average coupon (%) 6.00
Rating rationale
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread of 3.50%, the
covenanted weighted-average coupon of 5.50%, and the target
weighted-average recovery rate. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B and C notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we capped our preliminary ratings on
these notes."
The class A, D, and E notes can withstand stresses commensurate
with the assigned preliminary ratings.
The class F notes' current break-even default rate cushion is
negative at the assigned rating. Nevertheless, based on the
portfolio's actual characteristics and additional overlaying
factors, including S&P's long-term corporate default rates and
recent economic outlook, it believes this class can sustain a
steady-state scenario, in accordance with its criteria. S&P's
analysis further reflects several factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.
-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 25.44% (for a portfolio with a
weighted-average life of 5.19 years) versus 16.61% if it was to
consider a long-term sustainable default rate of 3.20% for 5.19
years.
-- Whether the tranche is vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance of this tranche defaulting.
-- If S&P envisions 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 notes is commensurate with the
assigned preliminary 'B- (sf)' rating.
"Considering our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for all
rated classes of notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P 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 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."
Henley CLO XVI DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. The
transaction will be managed by Napier Park Global Capital Ltd.
Ratings
Prelim Prelim amount Credit
Class rating* (mil. EUR) enhancement (%) Interest rate‡
A§ AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.26%
B§ AA (sf) 45.00 26.75 Three/six-month EURIBOR
plus 1.75%
C A (sf) 24.00 20.75 Three/six-month EURIBOR
plus 1.90%
D BBB- (sf) 28.00 13.75 Three/six-month EURIBOR
plus 2.90%
E BB- (sf) 18.00 9.25 Three/six-month EURIBOR
plus 5.25%
F B- (sf) 11.00 6.50 Three/six-month EURIBOR
plus 8.14%
Sub notes NR 33.90 N/A N/A
*The preliminary ratings assigned to the class A and B address
timely interest and ultimate principal payments. S&P's preliminary
ratings address ultimate interest and principal payments on the
rest of the other rated notes.
§The class A and B notes will be split into class A loans and
notes and class B loans and notes, respectively. ‡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.
INVESCO EURO IV: Fitch Affirms 'B-sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has upgraded Invesco Euro CLO IV DAC's class B-1, B-2
and C notes, and revised class E and F notes Outlook to Negative
from Stable.
Entity/Debt Rating Prior
----------- ------ -----
Invesco Euro
CLO IV DAC
A XS2114940187 LT AAAsf Affirmed AAAsf
B-1 XS2114941078 LT AA+sf Upgrade AAsf
B-2 XS2114941748 LT AA+sf Upgrade AAsf
C XS2114942555 LT A+sf Upgrade Asf
D XS2114943108 LT BBB-sf Affirmed BBB-sf
E XS2114943876 LT BBsf Affirmed BBsf
F XS2114943520 LT B-sf Affirmed B-sf
Transaction Summary
Invesco Euro CLO IV DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by Invesco
European RR L.P. and exited its reinvestment period on 15 October
2024.
KEY RATING DRIVERS
Par Loss in Junior Notes: The transaction has incurred additional
par losses, increasing the shortfall to 3.6% (measured as the
current par deficiency relative to the original target par amount),
compared with 3.1% at the previous review. The class F par value
test has failed continuously since December 2025, with the latest
trustee report dated 15 May 2026 showing a result of 102.69%, below
the minimum required level of 103.38%.
The portfolio has EUR3 million defaulted obligations and EUR34.5
million Fitch-rated 'CCC' obligations, representing 11.6% of the
aggregate collateral balance and exceeding the 7.5% limit. In
addition, exposure to obligors with a Negative Outlook is 28.5%, up
from 23.1% at the previous review, based on Fitch's calculations.
The deal is also failing the weighted average life test and the
fourth-largest obligor tests. Par losses, defaults and the increase
in Fitch-rated 'CCC' obligations have weakened the break-even
default rate cushions across the capital structure, with the most
pronounced effect on the class E and F notes. Their Negative
Outlooks reflect their reduced protection against further
defaults.
Amortisation Enhances Credit Enhancement: Since the end of the
reinvestment period, the class A notes have amortised by EUR88.8
million, equivalent to 22.2% of the target par amount. The benefit
of this deleveraging has outweighed the additional par losses
incurred since the previous review and has increased credit
enhancement for the rated notes, except for the class E and F
notes, resulting in the upgrades and affirmations.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the portfolio at 'B'/'B-'. Based on the trustee
report dated 15 May 2026, the Fitch weighted-average rating factor
(WARF) is 29.5, below the covenant maximum of 31.
High Recovery Expectations: Based on the trustee report dated 15
May 2026, senior secured obligations account for 100% of the
portfolio. Fitch considers the recovery prospects for these assets
to be stronger than those of second-lien, unsecured and mezzanine
obligations. Fitch calculates the current portfolio
weighted-average recovery rate (WARR) at 64.2%, using its latest
CLOs and Corporate CDOs Rating Criteria, published on 1 June 2026,
which compares with the trustee-calculated 62.4%. The difference
reflects the uplift from the updated criteria. Both figures are
above the minimum threshold of 62.3%.
Diversified Portfolio: The trustee calculated the top 10 obligor
concentration at 24.7%, under the 26.5% limit, and the largest
single obligor at 2.7% of the aggregate collateral balance, under
the 3% limit. Exposure to the three largest Fitch-defined
industries is 28.6% as calculated by Fitch, within the 40% limit.
Fixed-rate obligations as reported by the trustee are at 6.4%,
complying with the limit of 10%.
Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period on 15 October 2024, and the collateral manager
has not made a purchase since December 2025. The collateral manager
cannot reinvest currently due to the failure of the Fitch 'CCC'
obligations and the class F par value tests. The manager's
inability to reinvest means Fitch's downgrade analysis is based on
the current portfolio, and the upgrade analysis is based on a
Fitch-stressed portfolio, for which it has adjusted the ratings of
assets with Negative Outlook down by one notch and floored the
weighted average life at four years.
Deviation from MIRs: The class B-1 and B-2 notes are rated one
notch below their model-implied ratings (MIR) due to insufficient
break-even default-rate cushion at the MIRs. The class D notes are
rated two notches below their MIRs to avoid unjustified rating
volatility at higher ratings as the portfolio becomes more
concentrated with deleveraging. In addition, the deviation reflects
the large Fitch 'CCC' bucket and high volatility in the lower rated
assets' market value.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades may occur if the loss expectation is larger than
assumed, due to unexpectedly high levels of default and portfolio
deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Invesco Euro CLO IV
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
MAN GLG III: S&P Puts 'CCC+' Class F Notes Rating on Watch Neg.
---------------------------------------------------------------
S&P Global Ratings placed on CreditWatch negative its 'CCC+ (sf)'
credit rating on MAN GLG Euro CLO III DAC's class F notes.
The CreditWatch negative placement follows the application of our
relevant criteria following our June 24, 2026, receipt of a notice
announcing that class F noteholders had voted, by extraordinary
resolution, to consent to receiving a reduction in the outstanding
principal amount and interest and any deferred interest that would
be due. The extraordinary resolution required at least two thirds
of the outstanding noteholders to vote in favor of it, which they
did, with a proposed redemption date on July 15, 2026.
The CreditWatch negative placement reflects an increased chance of
a negative rating action, including a potential downgrade to 'D
(sf)' if the resolution is implemented.
Most CLO transactions provide noteholders with the ability to
accept less than the outstanding amount due to them in an optional
redemption, and this may not trigger an event of default as defined
in the transaction documentation. However, exercising this option
would generally constitute a default under our ratings
definitions.
S&P lowered its rating on the Class F to 'CCC+ (sf)" on Nov. 5,
2025, on the basis of the increasing cost of debt, a loss of par,
the portfolio's lower than average credit quality, the higher
concentration of 'CCC' assets, portfolio concentration, and
macroeconomic conditions.
Man GLG Euro CLO III is a European cash flow CLO transaction
securitizing leveraged loans that is managed by GLG Partners LP.
MONTMARTRE EURO 2020-2: Fitch Affirms B-sf Rating on Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Montmartre Euro CLO
2020-2 DAC's class E-R and F-R notes to Negative from Stable and
affirmed all notes' ratings. Fitch has also removed the class B-R
to F-R notes from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
Montmartre Euro
CLO 2020-2 DAC
A-1-R XS2363072047 LT AAAsf Affirmed AAAsf
A-2-R XS2363072716 LT AAAsf Affirmed AAAsf
B-R XS2363073284 LT AA+sf Affirmed AA+sf
C-R XS2363073797 LT A+sf Affirmed A+sf
D-R XS2363074175 LT BBB+sf Affirmed BBB+sf
E-R XS2363074506 LT BBsf Affirmed BBsf
F-R XS2363075651 LT B-sf Affirmed B-sf
Transaction Summary
Montmartre Euro CLO 2020-2 DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The portfolio is
actively managed by Carlyle CLO Management Europe, LLC and exited
its reinvestment period in January 2026. Reinvestment is subject to
the reinvestment criteria.
KEY RATING DRIVERS
CLO Criteria Update: The affirmations incorporate the combined
effect of Fitch's updated CLOs and Corporate CDOs Rating Criteria
published on 1 June 2026 and portfolio performance. The positive
impact from the updated criteria, which brought about an increase
in the weighted average recovery rate from 62.5% to 65.5% as
calculated by Fitch, was offset by deteriorating performance.
Junior Notes Sensitive to Deterioration: The transaction is
currently 3.2% below par (calculated as the current par difference
below the original target par), up from 2.1% below par at the last
review in September 2025. Exposure to assets with a Fitch-derived
rating of 'CCC+' or lower has risen to 6.1% from 5.7% at the last
review, according to the latest trustee report dated 5 May 2026.
This limited increase partly reflects sales of assets below par,
which have led to further par erosion of about EUR3 million over
the last year and has driven the revision of the Outlooks on the
class E-R and F-R notes to Negative. The default rate cushions for
the junior notes remain sufficient to support their current
ratings.
Sufficient Cushion for Senior Notes: The senior class notes have
retained sufficient buffer to support their current ratings and
should be capable of absorbing further losses in the portfolio,
despite par erosion. This underlines the affirmation of class A-1-R
to D-R notes and their Stable Outlooks.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor of the current portfolio is 25.3 as calculated by Fitch
under its latest criteria. About 16% of the portfolio is currently
on Negative Outlook.
High Recovery Expectations: Senior secured obligations comprise
100% of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio is 65.5%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 12.5%, and no obligor
represents more than 1.6% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 30.19% as calculated by
Fitch. Fixed-rate assets as reported by the trustee are at 5.5%,
currently complying with the limit of 12.5%.
Transaction Out of Reinvestment Period: The manager stopped
reinvesting in March 2026 due to the breach of some tests,
including the weighted average life test. As the manager could cure
those tests and resume reinvesting, Fitch tested the ratings for
upgrades based on a stressed portfolio, with a weighted average
life floor of four years under its criteria, across the Fitch test
matrix set out in the documentation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Montmartre Euro CLO 2020-2 DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Montmartre Euro CLO
2020-2 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
OCP EURO 2017-2: Fitch Assigns 'B-sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned OCP Euro CLO 2017-2 DAC refinancing
notes final ratings and affirmed the non-refinanced notes.
Entity/Debt Rating Prior
----------- ------ -----
OCP Euro CLO 2017-2 DAC
A-Loan LT PIFsf Paid In Full AAAsf
A-Note XS2883293974 LT PIFsf Paid In Full AAAsf
A-R XS3311949641 LT AAAsf New Rating
B XS2883294279 LT PIFsf Paid In Full AAsf
B-R XS3311948163 LT AAsf New Rating
C XS2883294436 LT PIFsf Paid In Full Asf
C-R XS3311948320 LT A+sf New Rating
D XS2883294600 LT PIFsf Paid In Full BBB-sf
D-R XS3311948916 LT BBB-sf New Rating
E XS2883294865 LT PIFsf Paid In Full BB-sf
E-R XS3311949138 LT BB-sf New Rating
F XS2883295086 LT B-sf Affirmed B-sf
Transaction Summary
OCP Euro CLO 2017-2 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Net
proceeds from the refinancing notes were used to redeem the
existing notes, except for the class F and subordinated notes.
The portfolio is actively managed by Onex Credit Partners Europe
LLP. The transaction will exit its reinvestment period in April
2029 and has approximately a 6.9-year weighted average life (WAL)
test.
KEY RATING DRIVERS
Average Portfolio Credit Quality: Fitch assesses the average credit
quality of obligors at 'B'. The Fitch-calculated weighted average
rating factor of the current portfolio is 23.8.
Strong Recovery Expectation: At least 90% of the portfolio
comprises senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch-calculated weighted
average recovery rate of the identified portfolio is 65.2%.
Diversified Portfolio: The transaction has various concentration
limits, including a maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.
Portfolio Management: The original matrices were updated in
connection with this refinancing, so that only two matrices
corresponding to a WAL covenant of 6.9-years and a top 10 obligors
limit of 20% are effective. The two matrices correspond to
fixed-rate asset limits of 5% and 12.5%. The transaction has three
years remaining from the reinvestment period, which is governed by
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling: The WAL for the transaction's Fitch-stressed
portfolio and matrices analysis is in line with the WAL covenant,
which, under Fitch's criteria, is floored at six years, with no
further reduction. In addition, its analysis has considered that
the transaction is about 1.1% below the target par of EUR400
million.
Affirmation of Class F Notes: The affirmation of the class F notes
reflects that the transaction's performance is in line with the
expected rating case. The default rate cushion at the current
rating based on the existing portfolio supports its Stable
Outlook.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase in the mean default rate (RDR) and a 25% decrease in
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R to E-R notes and
result in a downgrade to below 'B-sf' for the class F notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed owing to unexpectedly
high levels of default and portfolio deterioration. The class B-R
and F notes each have a rating cushion of two notches, the class
E-R notes have a cushion of three notches and the class C-R and D-R
notes each have a cushion of four notches, due the current
portfolio's better metrics and shorter life than the Fitch-stressed
portfolio. The class A-R notes have no rating cushion.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded, either due to manager trading
or negative portfolio credit migration, a 25% increase in the mean
RDR and a 25% decrease in the RRR across all the ratings of the
Fitch-stressed portfolio would lead to a downgrade of up to three
notches each for the class A-R to D-R notes and to below 'B-sf' for
the class E-R and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction in the mean RDRs and a 25% increase in the RRR
across all the ratings of the Fitch-stressed portfolio would lead
to an upgrade of up to three notches each for the rated notes,
except for the 'AAAsf' rated notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may result from better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread being available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for OCP Euro CLO 2017-2
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
OCP EURO 2017-2: S&P Affirms B-(sf) Rating on Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to OCP Euro CLO
2017-2 DAC's class A-R-R, B-R-R, C-R-R, D-R-R, and E-R-R notes. At
the same time, S&P affirmed its rating on the existing class F-R
notes and withdrew its ratings on the existing class A-R, B-R, C-R,
D-R, and E-R reset notes and class A loan. At closing, the issuer
had unrated subordinated notes outstanding from the existing
transaction.
On June 29, 2026, OCP Euro CLO 2017-2 DAC refinanced the existing
class A-R, B-R, C-R, D-R, and E-R reset notes and class A loan
(originally issued in September 2024) through an optional
redemption and issued replacement notes of the same notional.
The replacement notes are largely subject to the same terms and
conditions as the original notes, except that the replacement notes
will have a lower spread over the Euro Interbank Offered Rate
(EURIBOR) than the original notes.
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 that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,705.86
Default rate dispersion 742.97
Weighted-average life (years) 4.23
Obligor diversity measure 159.28
Industry diversity measure 23.25
Regional diversity measure 1.38
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 3.66
Actual 'AAA' weighted-average recovery (%) 36.20
Actual weighted-average spread (%) 3.60
Actual weighted-average coupon (%) 2.24
Rating rationale
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. The portfolio's
reinvestment period will end on April 15, 2029.
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 EUR396.12 million
adjusted target par collateral principal amount, which is lower
than the target par amount of EUR400 million. This is derived by
deducting principal proceeds held in accounts from aggregate
principal balance of collateral obligations. We used the
portfolio's actual weighted-average spread (3.60%), the actual
weighted-average coupon (2.24%), and the actual portfolio
weighted-average recovery rates for all rated notes.
"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates the available credit
enhancement for the class B-R-R, C-R-R, D-R-R, and E-R-R notes
could withstand stresses commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these refinanced
notes.
"For the class A-R-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with the assigned rating.
"For the class F-R notes, our credit and cash flow analysis
indicates the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we affirmed our 'B-
(sf)' rating on this tranche to reflect the application of our
'CCC' rating criteria."
The ratings uplift for this tranche 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 recently issued CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 14.78% (for a portfolio with a weighted-average
life of 4.23 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.23 years, which would result
in a target default rate of 13.55%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for this tranche is commensurate with a 'B-
(sf)' rating.
"Considering our analysis of credit, cash flow, counterparty,
operational, and legal risks, we believe the class A-R-R, B-R-R,
C-R-R, D-R-R, and E-R-R notes' available credit enhancement is
commensurate with the assigned ratings.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-R-R to E-R-R notes based
on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R 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 or limit assets from being
related to certain industries. 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."
OCP Euro CLO 2017-2 DAC is a cash flow CLO securitizing a portfolio
of primarily European senior-secured leveraged loans and bonds.
Onex Credit Partners, LLC and Onex Credit Partners Europe LLP
manage the transaction.
Ratings assigned
Replacement Original
Notes notes
Amount interest interest Credit
Class Rating* (mil. EUR) rate§ rate enhancement
(%)
A-R-R AAA (sf) 248.00 Three-month A-R: 3-month
EURIBOR EURIBOR
+ 1.21% + 1.30%
A loan: 3-month
EURIBOR
+ 1.30% 37.39
B-R-R AA (sf) 45.00 Three-month Three-month
EURIBOR EURIBOR
+ 1.76% + 2.00% 26.03
C-R-R A (sf) 23.00 Three-month Three-month
EURIBOR EURIBOR
+ 2.10% + 2.40% 20.23
D-R-R BBB- (sf) 28.00 Three-month Three-month
EURIBOR EURIBOR
+ 3.15% + 3.55% 13.16
E-R-R BB- (sf) 18.00 Three-month Three-month
EURIBOR EURIBOR
+ 6.15% + 6.67% 8.61
Rating affirmed
Class Rating* Amount (mil. EUR) Notes interest rate §
F-R B- (sf) 12.00 Three-month EURIBOR + 8.71%
*The ratings assigned to the class A-R-R and B-R-R notes address
timely interest and ultimate principal payments. The ratings on the
class C-R-R, D-R-R, E-R-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.
PENTA CLO 6: Fitch Affirms 'B-sf' Rating on Class F-R Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Penta CLO 6 DAC's notes and removed them
from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
Penta CLO 6 DAC
A-R XS2367155236 LT AAAsf Affirmed AAAsf
B-1-R XS2362602596 LT AA+sf Affirmed AA+sf
B-2-R XS2362602679 LT AA+sf Affirmed AA+sf
C-R XS2362602836 LT A+sf Affirmed A+sf
D-R XS2362602919 LT BBB+sf Affirmed BBB+sf
E-R XS2362603214 LT BB+sf Affirmed BB+sf
F-R XS2362603560 LT B-sf Affirmed B-sf
Transaction Summary
Penta CLO 6 DAC is a European cash flow CLO predominantly backed by
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. The transaction is actively managed by Partners Group (UK)
Management Ltd and exited its reinvestment period on 26 January
2026.
KEY RATING DRIVERS
CLO Criteria Update: The affirmations primarily reflect the
combined effect of Fitch's updated CLOs and Corporate CDOs Rating
Criteria published on 1 June 2026, class A-R notes amortisation and
portfolio performance. The positive impact from the notes
amortisation and the updated criteria, which brought about an
increase in the weighted average recovery rate (WARR) from 60.3% to
64.5%, was offset by deteriorating performance metrics.
Performance Deterioration: The transaction has recorded par losses
since closing on 31 July 2019. Based on the latest trustee report
dated 29 May 2026, the collateral principal amount was slightly
more than EUR11 million below the current reinvestment target par
balance, representing a 2.8% shortfall (calculated as the current
par difference below the original target par amount), which further
deteriorated from 1.8% as of its previous annual review.
The portfolio also included one defaulted obligation with a
notional amount of EUR2.5 million. Fitch-calculated exposure to
obligors with a Negative Outlook is 11.9%. The transaction is also
failing a few tests, including the weighted average life test, the
allowance for fixed-rate assets and that for obligors domiciled in
countries with a Fitch Country Ceiling lower than 'AAA'.
Transaction Outside Reinvestment Period: The class A-R notes
started to amortise on the last payment date, but the collateral
manager is still allowed to reinvest unscheduled principal proceeds
and sale proceeds from credit-risk obligations following the
reinvestment period, subject to compliance with the applicable
reinvestment criteria. As a result, Fitch's model-implied ratings
for the stressed portfolio were based on the Fitch test matrices
envisaged in the transaction documents that are based on top 10
obligor concentration limits of 15% and 20% and fixed-rate
collateral obligation limits of 0% and 5%.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the portfolio to be in the 'B'/'B-' rating
category. The trustee-calculated Fitch weighted-average rating
factor (WARF) is 32.9, below the covenant maximum of 33. Fitch
calculates the WARF at 24.8 under its updated criteria.
High Recovery Expectations: Based on the trustee report dated 29
May 2026, senior secured obligations represent 99.2% of the
portfolio. Fitch considers the recovery prospects for these assets
to be stronger than those for second-lien, unsecured, and mezzanine
obligations. The trustee-calculated Fitch weighted-average recovery
rate (WARR) is 60.3%, while Fitch calculates the WARR at 64.5%
under its updated criteria.
Diversified Portfolio: The latest trustee report calculates the top
10 obligor concentration at 14.1%, within the 15% maximum limit,
and the largest single obligor at 1.8% of the collateral principal
amount, within the 2.5% maximum limit. Fitch calculates the
exposure to the three largest Fitch-defined industries at 26.6%,
comfortably within the 40% maximum limit. Technology software is
the largest industry exposure at 10.3%, below its 17.5% maximum
limit.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than assumed, due to unexpectedly high levels
of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Penta CLO 6 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
RRE 29 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to RRE 29 Loan
Management DAC's class A-1, A-2, B, C, and D notes. At closing, the
issuer also issued EUR45.92 million unrated 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 noncall period and the portfolio's
reinvestment period will end 4.5 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, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,714.28
Default rate dispersion 548.57
Weighted-average life (years) 5.20
Obligor diversity measure 113.43
Industry diversity measure 19.52
Regional diversity measure 1.54
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 136
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
'AAA' target portfolio weighted-average recovery (%) 36.38
Target weighted-average spread (%) 3.43
Target weighted-average coupon (%) 4.32
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, 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 modeled the EUR400 million par
amount, the target weighted-average spread of 3.43%, the target
weighted-average coupon of 4.32%, 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, 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
criteria.
"Until the end of the reinvestment period on Jan. 15, 2031, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A-2 to D notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
capped our ratings on these notes. The class A-1 notes can
withstand stresses commensurate with the assigned rating.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-1 to D 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."
RRE 29 Loan Management 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. Redding Ridge Asset Management (UK) LLP manages the
transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-1 AAA (sf) 244.00 39.00 Three/six-month EURIBOR
plus 1.25%
A-2 AA (sf) 40.00 29.00 Three/six-month EURIBOR
plus 1.70%
B A (sf) 32.00 21.00 Three/six-month EURIBOR
plus 1.95%
C BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 2.70%
D BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 4.90%
Performance
Notes NR 1.00 N/A N/A
Preferred
return notes NR 0.25 N/A N/A
Sub. notes NR 44.67 N/A N/A
*S&P's ratings on the class A-1 and A-2 notes address timely
interest and ultimate principal payments. Its ratings on the class
B, C, and D 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.
TEXAS DEBT 2024-I: S&P Assigns B-(sf) Rating on Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Texas Debt
Capital Euro CLO 2024-I DAC's class A-R, B-R, C-R, D-R, E-R, and
F-R reset notes. At closing, the issuer had unrated subordinated
notes outstanding from the existing transaction and also issued
additional subordinated notes.
This transaction is a reset of the already existing transaction,
which S&P rates. The existing classes of notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date. The ratings on the original notes have been withdrawn.
The reinvestment period will be approximately 4.5 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payments.
The ratings assigned to the notes reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,864.94
Default rate dispersion 539.54
Weighted-average life (years) 4.27
Obligor diversity measure 179.72
Industry diversity measure 19.68
Regional diversity measure 1.24
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.54
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 207
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 3.80
Target 'AAA' weighted-average recovery (%) 35.80
Actual weighted-average spread net of floors (%) 3.65
Actual weighted-average coupon (%) 5.93
Rationale
S&P's ratings reflect its assessment of the collateral portfolio's
credit quality, which has a weighted-average rating of 'B'.
The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, S&P conducted its credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
S&P said, "In our cash flow analysis, we used the EUR400.00 million
target par amount, the actual weighted-average spread of 3.65%, the
actual weighted-average coupon of 5.93%, and the covenanted
weighted-average recovery rate at the AAA level. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R, C-R, and D-R notes could
withstand stresses commensurate with higher ratings than those
currently assigned. However, as the CLO will be in its reinvestment
phase starting from the effective date, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes."
The class A-R and E-R notes could withstand stresses commensurate
with the assigned ratings.
The class F-R notes' current breakeven default rate cushion is
negative at the assigned rating. S&P said, "Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis further reflects several 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.
-- S&P said, "Our model-generated portfolio default risk, which is
at the 'B-' rating level at 25.96% (for a portfolio with a
weighted-average life of 4.54 years) versus 14.53% if we were to
consider a long-term sustainable default rate of 3.2% for 4.54
years."
-- Whether the tranche is vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance for this note to default.
-- If S&P envisions this tranche to default in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for all rated
classes of notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its 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.
Texas debt capital euro CLO 2024-I 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. CIFC CLO Management III LLC manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate
A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.28%
B-R AA (sf) 42.00 27.50 Three/six-month EURIBOR
plus 1.75%
C-R A (sf) 26.00 21.00 Three/six-month EURIBOR
plus 2.00%
D-R BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.00%
E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 5.75%
F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 8.00%
Sub notes NR 32.20 N/A N/A
Additional
Sub notes NR 2.30 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. S&P's ratings address
ultimate interest and principal payments on the rest of the other
rated notes. 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.
TIKEHAU CLO II: Moody's Affirms B3 Rating on EUR11.6MM F-R Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Tikehau CLO II DAC:
EUR23,900,000 Class B-1R Senior Secured Floating Rate Notes due
2035, Upgraded to Aa1 (sf); previously on Oct 20, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR12,500,000 Class B-2R Senior Secured Fixed Rate Notes due 2035,
Upgraded to Aa1 (sf); previously on Oct 20, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR24,600,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2035, Upgraded to A1 (sf); previously on Oct 20, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR248,000,000 Class A-R Senior Secured Floating Rate Notes due
2035, Affirmed Aaa (sf); previously on Oct 20, 2021 Definitive
Rating Assigned Aaa (sf)
EUR29,400,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Baa3 (sf); previously on Oct 20, 2021
Definitive Rating Assigned Baa3 (sf)
EUR22,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Ba3 (sf); previously on Oct 20, 2021
Definitive Rating Assigned Ba3 (sf)
EUR11,600,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed B3 (sf); previously on Oct 20, 2021
Definitive Rating Assigned B3 (sf)
Tikehau CLO II DAC, issued in November 2016, refinanced in July
2019 and reset in October 2021, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Tikehau Capital Europe
Limited. The transaction's reinvestment period ended in June 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1R, Class B-2R and Class C-R
notes is primarily a result of the transaction having reached the
end of the reinvestment period in June 2026.
The affirmations on the ratings on the Class A-R, Class D-R, Class
E-R and Class F-R notes are primarily a result of the expected
losses on the notes remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR390.7m
Defaulted Securities: EUR5.0m
Diversity Score: 54
Weighted Average Rating Factor (WARF): 2865
Weighted Average Life (WAL): 3.95 years
Weighted Average Spread (WAS): 3.72%
Weighted Average Coupon (WAC): 4.29%
Weighted Average Recovery Rate (WARR): 43.52%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in April 2026.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
=========
I T A L Y
=========
NEOPHARMED GENTILI: Fitch Rates New EUR890MM Secured Notes 'B'
--------------------------------------------------------------
Fitch Ratings has assigned Neopharmed Gentili S.p.A.'s (B/Stable)
new EUR890 million senior secured floating-rate notes (SSNs) with a
final rating of 'B' with a Recovery Rating of 'RR4'.
The final ratings follow the completion of the refinancing of the
existing senior secured bonds due in April 2030, The amount of new
financing is higher than Fitch originally assumed due to an upsize
of the issue to fully refinance the existing SSNs, which Fitch
views as neutral for ratings.
Neopharmed's rating is constrained by high leverage, limited
business size and high exposure to one regulatory authority, albeit
with some diversification across products and therapeutic areas.
Rating strengths are Neopharmed's well-established position within
Italy and growing position in Europe through its recent
acquisitions, with its asset-light business model supporting strong
operating profitability and high cash flow conversion.
Key Rating Drivers
Refinancing Neutral to Leverage: Fitch expects Neopharmed's EBITDA
leverage to remain high at 6.0x in 2026, following its
leverage-neutral refinancing. The company is using the proceeds of
its new SSNs to fully repay its existing EUR400 million
floating-rate notes and EUR450 million fixed-rate notes due in
April 2030, as well as to repay a small portion of its payment-in
kind (PIK) notes. Its existing revolving credit facility (RCF)
remains available while the maturity of its PIK notes will be
extended to September 2033.
Fitch expects the group to integrate its acquisitions made in 2025
and grow its combined portfolio through increased presence in
Europe and the rare disease market. Fitch expects the recently
acquired European business of BioCryst to ramp up from a break-even
contribution in 2025 to start contributing to group EBITDA by 2026.
This should help reduce EBITDA leverage towards 5x, from the peak
in 2025 of 6.5x.
High Profitability and FCF: Neopharmed's high profitability and
free cash flow (FCF) conversion are one of its main rating
strengths and its profitability is at the top end of its peer
group. Fitch forecasts Fitch-adjusted EBITDA margins to average
about 40% over 2027-2029, albeit temporarily below that in 2025 due
to the initially margin-dilutive impact of the BioCryst
acquisition.
Neopharmed's asset-light business model with in-house distribution
capabilities and outsourced manufacturing also supports strong cash
generation, with FCF margins of 8%-10%. Fitch assumes this will be
fully reinvested into portfolio expansion, as shareholders pursue
an asset-development strategy, as opposed to deploying funds
towards debt prepayment.
Bolt-on M&A Included: Fitch expects the group to remain committed
to its established acquisition policy to ensure the
credit-accretive impact of new product additions. Neopharmed
entered into an agreement with BioCryst, with an upfront payment of
USD70 million, for the commercialisation of Navenibart in Europe in
May 2026, strengthening its rare disease platform and expanding its
portfolio. Fitch also factors in EUR60 million a year of bolt-on
acquisitions over 2027-2029, funded by internal FCF generation,
which Fitch expects to aid sales growth and deleveraging.
Limited Scale and Diversification: The rating is constrained by
Neopharmed's niche scale compared with Fitch-rated peers and
concentration primarily in one market and one regulatory authority,
although this is improving following the recent acquisitions. The
group has adequate diversification by product area with a focus on
chronic diseases and a presence in cardiovascular, neurology and
respiratory therapies, as well as a growing presence in rare
diseases. Overall, Fitch assesses the group's business model to be
commensurate with the 'b' category.
Pharma Representatives Aid Organic Growth: Neopharmed has stronger
potential for organic revenue enhancement than its Fitch-rated
industry peers. This is underpinned by a strong brand portfolio
where most products have a top three position within their market
segments, by its large force of sales representatives, who build
relationships with medical practitioners within Italy and by a
growing presence in Europe. The group upholds stringent regulatory
standards over the conduct of its representatives, which are in
line with industry's best practices. To date, it has not registered
any cases of misconduct.
Strong Market Fundamentals: Structural volume growth in the Italian
and other European generic and branded drug markets is driven by an
ageing population, rising chronic diseases and increasing patent
expiries. Large innovative pharmaceutical companies are divesting
off-patent drugs to refocus resources in R&D. Such strategic moves
present companies, such as Neopharmed, with substantial
opportunities for inorganic expansion. However, Fitch expects
rising generic penetration and price pressure across Europe to
continue, driving investment in great scale, cost-effective
production and niche product lines to safeguard growth and
margins.
Peer Analysis
Fitch compares Neopharmed's 'B' rating against other asset-light
scalable specialist pharmaceutical companies that are focused on
off-patent branded and generic drugs, such as CHEPLAPHARM
Arzneimittel GmbH (B/Stable) and ADVANZ PHARMA HoldCo Limited
(B/Negative).
Neopharmed not only focuses on active life-cycle management of
off-patent generic drugs, as is the case for CHEPLAPHARM, but also
leverages its in-house capabilities for co-development, promotion
and marketing of off-patent generics and rare diseases to sustain
the organic growth of its drug portfolio.
CHEPLAPHARM and ADVANZ have larger scale and broader geographical
presence, which are offset by slightly higher leverage, resulting
in the same rating. The Negative Outlook for ADVANZ reflects high
near-term execution risks, leading to weakened FCF and leverage
metrics.
In its wider rated pharmaceutical portfolio, Fitch also compares
Neopharmed with a generic drug manufacturing company, Nidda BondCo
GmbH (Stada; B/Stable) as well as the Italian contract development
and manufacturing organisations such as F.I.S. Fabbrica Italiana
Sintetici S.p.A. (FIS, B+/Stable) and Kepler S.p.A. (Biofarma,
B/Stable).
Stada has a much larger scale, strong market position and greater
diversification, but these factors are offset by an aggressive
financial policy. F.I.S. is comparable in scale (EBITDA) but has
stronger credit metrics than Neopharmed, while Kepler is a niche,
but defensive business with a broadly comparable financial risk
profile.
Fitch’s Key Rating-Case Assumptions
- Revenue to reach about EUR430 million in 2027, driven by organic
revenue growth and acquisitions
- Fitch-adjusted EBITDA margin to temporarily dip in 2026, before
stabilising at about 40% in 2027-2029
- Fitch-adjusted capex at 8%-9% of sales a year. Fitch reclassifies
contractually agreed milestone payments and roughly half of bolt-on
acquisitions as capex, reflecting its view of sustained portfolio
investment level
- Moderate working-capital outflow at 3% of sales a year over
2026-2029
- Annual bolt-on acquisitions of about EUR70 million a year
- No dividends
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bb', Moderate), sector characteristics
('bb', Moderate), market and competitive positioning ('b-',
Higher), diversification and asset quality ('b+', Moderate),
company operational characteristics ('bb', Moderate), profitability
('bbb+', Lower), financial structure ('b', Higher), and financial
flexibility ('b+', Moderate).
The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.
B+ to CC considerations apply in its analysis and have no impact.
The governance assessment of 'good' has no impact.
The operating environment assessment of 'a+' has no impact.
The SCP is 'b'.
To derive the Long-Term IDR:
Fitch made no adjustments to the SCP, resulting in an IDR of 'B'.
Recovery Analysis
The recovery analysis is based on a going-concern (GC) approach.
This reflects Neopharmed's asset-light business model supporting
higher realisable values in financial distress compared with
balance-sheet liquidation.
Financial distress could arise primarily from material revenue and
margin contraction, following volume losses and price pressure,
given its exposure to generic competition. Fitch estimates a
post-restructuring EBITDA of about EUR110 million for the GC
enterprise value (EV) calculation, which incorporates a term loan
add-on from the acquisition of Plasil and Primperan brands,
reflecting earnings after distress and the implementation of
possible corrective measures.
Fitch applies a 5.5x distressed EV/EBITDA multiple, which reflects
the group's strong business model with revenue defensibility and
high profitability, but also its limited scale and concentration in
one geography.
After deducting 10% for administrative claims, and assuming the
group's super senior committed revolving credit facility (RCF) of
EUR130 million will be fully drawn prior to distress, its principal
waterfall analysis generated a ranked recovery in the 'RR4' band
for the group's EUR890 million senior secured floating-rate notes,
which rank below the super-senior RCF. Fitch treats the PIK notes
as equity under its Corporate Rating Criteria, based on the
assumption that the maturity of the PIK notes will be extended
beyond all existing and new senior secured debt.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Unsuccessful management of individual pharmaceutical intellectual
property rights leading to material permanent loss of income and
EBITDA margins
- FCF margins declining to low single digits or zero
- A more aggressive financial policy leading to EBITDA leverage
above 6.5x on a sustained basis
- EBITDA interest coverage below 2x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade would require stronger diversification in products or
markets, as well as resilient operating performance and high
single-digit FCF margins
- A conservative leverage policy leading to EBITDA leverage at or
below 5x on a sustained basis
- EBITDA interest coverage above 2.5x on a sustained basis
Liquidity and Debt Structure
Fitch continues to view Neopharmed's liquidity as adequate, based
on a Fitch-adjusted readily available cash position of about EUR30
million pro-forma for the refinancing and acquisition (which
already excludes EUR5 million that Fitch treats as not readily
available for debt service). Liquidity is further supported by its
fully available EUR130 million RCF.
Neopharmed benefits from consistently positive FCF generation,
which supports its bolt-on acquisitions, as well as a long-dated
capital structure with no debt repayments until 2030.
Issuer Profile
Neopharmed is a specialist pharmaceutical company that focuses on
the distribution and brand management of a portfolio of established
off-patent branded drugs within Italy.
Date of Relevant Committee
June 12, 2026
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for Neopharmed.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Neopharmed Gentili S.p.A.
senior secured LT B New Rating RR4 B(EXP)
===================
K A Z A K H S T A N
===================
KMF BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Company KMF Bank's Long-Term
Issuer Default Rating (IDR) at 'B+' and National Long-Term Rating
at 'BBB(kaz)'. The Outlooks are Stable.
Key Rating Drivers
Higher-Risk Lending; Leading Market Share: KMF's ratings reflect
its business model, which is transitioning to a deposit-taking
institution focused on underbanked and higher-risk micro-SMEs, its
modest scale (compared with domestic banks) and its limited product
diversification.
The ratings also take into account KMF's leading market share in
Kazakhstan's microfinance sector, adequate capitalisation and a
granular loan portfolio. KMF has low exposure to direct market risk
and access to funding from international development financial
institutions, impact investors and, since its transition, to
domestic banking deposits.
Established Franchise, Bank Transition: KMF's core lending
business, which is focused on individuals and SMEs, benefits from
an established franchise and network across Kazakhstan. It acquired
its banking license in August 2025 and aims to regain clients that
had sought banking services elsewhere, but Fitch expects growth to
be moderate as it competes with local banks with structurally
stronger funding profiles and service offerings.
Asset-Quality Pressures: The Stage 3 loans/gross loans ratio
increased slightly to 12.8% at end-1Q26, from 12.3% at end-2025 (as
per unaudited management accounts), as the portfolio seasoned and
the company attempted to expand its product offering to higher-risk
segments in 2024-2025. KMF has since reversed its focus onto its
core products and expects improvements in asset quality in the
medium term. Fitch expects non-performing loans to remain above 10%
in the near term, higher than the historical average, but reserves
coverage is adequate. The latter was 81% at end-1Q26 (end-2025:
79%), leaving net unreserved Stage 3 loans at a moderate 12% of
KMF's capital.
Provisioning and Costs Pressure Profitability: KMF's profitability
has declined recently with a pre-tax return on average assets at
2.1% in 1Q26 (2024: 4.4%; 2023: 6.4%), pressured by changes to
regulatory interest rate caps and operating costs associated with
its transition. Fitch expects profitability to remain low in 2026,
before improving in 2027, subject to accessing cheaper funding as a
licensed bank.
Adequate Capital: The gross debt/tangible equity ratio increased to
5.1x at end-1Q26 (end-2024: 4.5x). KMF's common equity Tier 1
(CET1) ratio was 20% (end-2024: 23%). The decrease was due to
additional provisioning required and higher risk-weighting. Fitch
expects capital adequacy to remain appropriate for the rating,
considering its lower risk appetite after transition. However,
Fitch expects KMF to carry higher credit risk than larger banks,
with its higher CET1 capital than peers allowing a greater
loss-absorption capacity.
Diversified Funding: KMF has a more developed funding profile than
its microfinance peers but less so than longer-established banks.
It is helped by its longstanding relationships with creditors,
reputable shareholders, improving access to domestic funding, and a
short-term loan portfolio. Fitch expects funding availability and
costs to gradually improve gradually in 2026 as KMF gains access to
cheaper deposits.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Declining regulatory capital buffers or leverage (gross
debt/tangible equity) increasing above 5.5x on a sustained basis
- Evidence of continued asset quality deterioration, despite the
strategic return towards more established product lines
- Significant weakening in KMF's profitability, due to, for
example, regulatory constraints on the business model
- Loss of appetite from major funding sources or an unexpected
increase in funding costs, despite developing access to deposits
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Substantial expansion of franchise and diversification of
funding, while maintaining solid capitalisation and profitability
ADJUSTMENTS
The 'bb+' sector risk operating environment is below the 'bbb'
category implied score due to the following reason: macroeconomic
stability (negative).
The 'b+' business profile score is below the 'bb' category implied
score due to the following reason: business model (negative).
ESG Considerations
KMF has an ESG Relevance Score of '4' [+] for Exposure to Social
Impacts due to its focus on underbanked borrowers and its positive
social impact supporting KMF's franchise and funding profile. This
facilitates KMF's access to favourable funding from a range of
international development institutions and impact investors, which
has a positive impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Joint Stock
Company KMF Bank LT IDR B+ Affirmed B+
ST IDR B Affirmed B
LC LT IDR B+ Affirmed B+
LC ST IDR B Affirmed B
Natl LT BBB(kaz) Affirmed BBB(kaz)
MFO ARNUR CREDIT: Fitch Affirms 'B' LongTerm IDR, Outlook Pos.
--------------------------------------------------------------
Fitch Ratings has affirmed MFO Arnur Credit LLP's (AC) Long-Term
Issuer Default Rating (IDR) at 'B', with Positive Outlook. Fitch
has also affirmed AC's National Long-Term Rating 'BB+(kaz)' with
Positive Outlook.
The Positive Outlook reflects AC's strong profitability over the
last four years, which, if sustained alongside further franchise
development, could lead to an upgrade.
Key Rating Drivers
Modest Franchise, High-Risk Sector: AC's ratings are driven by its
modest, but growing, niche franchise in the Kazakh micro-finance
sector (gross loan portfolio at end-1Q26: KZT77 billion, or USD160
million), moderate credit losses, healthy capital ratios and record
of solid profitability despite macroeconomic challenges. This is
balanced by AC's focus on high-risk customers (including the
seasonal agricultural sector and small SMEs) and only adequate
underwriting standards and risk controls.
Focused Business Model: AC serves borrowers in rural areas of
Kazakhstan, principally in the agricultural and SME sectors, but in
recent years has taken steps to develop a more granular portfolio
for a better balance between the two segments. In Fitch's view, AC
remains a niche lender, competing with the country's largest
micro-finance organisations and banks, but its franchise has
delivered resilient performance for the rating.
Healthy Profitability: The company's profitability has been strong,
supported by its net interest margin (NIM) of 19% over the past
four years, which reflects its business model and target market.
Its pre-tax income/average assets ratio has been steady (1Q26: 7.1%
annualised; 8% four-year average), supported by stable margins and
controlled personnel expenses. Notably, AC's profitability has
outperformed a sector that has suffered from the tightening of
regulatory caps for high-cost lenders in 2024 and simultaneously
higher funding costs.
Ongoing Seasoning Risks: AC operates in a high-risk lending sector,
but with modest credit losses for its business model. It has
tested, but basic, underwriting standards and appropriate risk
controls. AC's Stage 3 loans/gross loans ratio was 5.4% at end-1Q26
(end-2025: 5.3%), but rapid portfolio growth and portfolio
seasoning could affect asset quality over the medium term.
Nonetheless, granular lending in local currency and AC's compliance
with multiple asset-quality covenants from foreign creditors should
mitigate this pressure.
Growing Leverage, Adequate Capitalisation: AC's gross debt/tangible
equity ratio has been increasing (end-1Q26: 4x; end-2024: 3.7x),
but it still has adequate buffers against covenanted capital levels
(end-1Q26 equity/assets ratio: 20.1%; covenant requirement: 18%).
Fitch expects profit retention to contain the company's leverage
despite asset growth and regular dividend payouts.
Wholesale-Funded: International financial institutions (IFIs)
represent 94% of AC's total debt, with about 3% funded by the
state-owned fund DAMU and 3% by local bonds. A large number of
strict covenants could expose AC to accelerated debt repayments if
any required waivers are not granted. Management expects to
maintain a high number of IFI funding sources, ensuring strong
diversification in the medium term.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A material deterioration in asset quality, due to, for example,
increased risk appetite or inability to control the credit quality
of planned online lending), weakening profitability
- A marked deterioration in AC's capital position or materially
higher leverage, manifested in a gross debt/tangible equity ratio
exceeding 6x
- Covenant breaches or other signs of refinancing problems,
compromising funding access or ability to expand
- A regulatory or loss event affecting business model stability
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Maintenance of strong profitability, alongside other sound
financial metrics and continued franchise strengthening
ADJUSTMENTS
The standalone credit profile of 'b' is below the implied category
score of 'b+' due to the following adjustment reason: business
profile (negative).
The sector risk operating environment score of 'bb' is below the
implied category score of 'bbb' due to the following adjustment
reason: regulatory and legal framework (negative).
The business profile score of 'b' is in line with the implied
category score.
The asset quality score of 'b+' is below the implied category score
of 'bb' due to the following adjustment reason: risk profile and
business model (negative).
The earnings and profitability score of 'b+' is below the implied
category score of 'bbb' due to the following adjustment reason:
portfolio risk (negative).
The capitalisation and leverage score of 'b+' is below the implied
category score of 'bb' due to the following adjustment reason: risk
profile and business model (negative).
The funding, liquidity and coverage score of 'b+' is below the
implied category score of 'bb' due to the following adjustment
reason: divergent benchmarks (negative).
ESG Considerations
AC has an ESG Relevance Score of '4' [+] for Exposure to Social
Impacts due to its business model being focused on the underbanked
Kazakh population in rural areas. Its positive social impact
facilitates AC's access to funding from IFIs, which has a positive
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
MFO Arnur Credit LLP LT IDR B Affirmed B
ST IDR B Affirmed B
LC LT IDR B Affirmed B
LC ST IDR B Affirmed B
Natl LT BB+(kaz) Affirmed BB+(kaz)
===================
L U X E M B O U R G
===================
LSF10 XL INVESTMENTS: S&P Discontinues 'B-' Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings discontinued all its ratings on the European
manufacturer of premium branded wall-building materials LSF10 XL
Investments S.a.r.l. and LSF10 XL Bidco SCA (doing business as
Xella). S&P discontinued its 'B-' issuer credit rating on the
company and our 'B-' issue rating on its term loan B and revolving
credit facilities. The issuer credit rating was on CreditWatch
positive at the time of the discontinuance.
This follows the full repayment of all Xella's outstanding debt
after it was acquired by Holcim on June 18, 2026.
=====================
N E T H E R L A N D S
=====================
MONDRIAN MORTGAGE 1: Moody's Assigns Caa1 Rating to Class X Notes
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Mondrian Mortgage Funding No. 1 B.V.:
EUR837.37M Class A Mortgage Backed Notes due November 2063,
Definitive Rating Assigned Aaa (sf)
EUR21.92M Class B Mortgage Backed Notes due November 2063,
Definitive Rating Assigned Aa1 (sf)
EUR10.96M Class C Mortgage Backed Notes due November 2063,
Definitive Rating Assigned A2 (sf)
EUR6.58M Class D Mortgage Backed Notes due November 2063,
Definitive Rating Assigned Baa3 (sf)
EUR4.38M Class X Notes due November 2063, Definitive Rating
Assigned Caa1 (sf)
Moody's have not assigned a rating to the subordinated EUR8.77M
Class E Notes due November 2063 and the EUR0.2M Class R Notes due
November 2063. The Class X, Class E and Class R Notes are not
backed by collateral and are repaid from available excess spread
after payments of interest and PDL on the other Notes.
RATINGS RATIONALE
The Notes are backed by a static pool of Dutch Prime residential
mortgage loans originated by Venn Hypotheken B.V. (NR).
The portfolio of assets amount to approximately EUR851.3 million as
of the May 2026 pool cutoff date. The reserve fund will be
non-amortising and fully funded at 1.00% of the total Class A and
Class D Notes closing balance. Total credit enhancement for the
Class A Notes at closing will be 5.5%, provided by 4.5%
subordination and the 1.0% reserve fund.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
According to us, the transaction benefits from various credit
strengths such as a granular static portfolio of assets, borrowers
with no adverse credit characteristics, and sound historical
performance in previous securitised transactions. However, Moody's
notes that the transaction features some credit weaknesses such as
the risk of interest rate mismatch since the rated Notes pay a
floating interest rate while 100% of the assets are fixed rate.
Various mitigants have been included in the transaction structure
such as an interest rate swap at the loan-level where each loan has
a different swap rate, determined at loan origination provided by
BNP Paribas (A1/P-1 deposit ratings; A1(cr)/P-1(cr)), sufficient
liquidity provided by the reserve fund, and the availability of
principal to pay interest.
For transactions with lenders' mortgage insurance (LMI), Moody's
calculates MILAN Stressed Loss without LMI and expected loss
without LMI and apply the LMI benefit to produce a Relative
Stressed Loss with LMI and expected loss with LMI. Moody's
determined the portfolio lifetime expected loss with LMI of 0.60%
and Relative Stressed Loss with LMI of 3.00% related to borrower
receivables. The expected loss with LMI captures Moody's
expectations of performance considering the current economic
outlook, while the Relative Stressed Loss with LMI captures the
loss Moody's expects the portfolio to suffer in the event of a
severe recession scenario, both incorporating the presence of LMI.
Without LMI benefit, Moody's determined the portfolio lifetime
expected loss without LMI of 0.60% and MILAN Stressed Loss without
LMI of 3.00%. Expected loss without LMI and MILAN Stressed Loss
without LMI are parameters used by us to calibrate Moody's
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.
Portfolio expected loss with LMI of 0.60%: This is in line with the
Dutch Prime RMBS sector average and is based on Moody's assessments
of the lifetime loss expectation for the pool taking into account:
(i) the collateral performance of Venn Hypotheken B.V. originated
loans to date, as provided by the originator and observed in
previously securitised portfolios; (ii) benchmarking with
comparable transactions in the Dutch Prime RMBS market; and (iii)
the current economic conditions in the Netherlands.
Relative Stressed Loss with LMI of 3.00%: This is lower than the
Dutch Prime RMBS sector average and follows Moody's assessments of
the loan-by-loan information taking into account the following key
drivers: (i) collateral performance of Venn Hypotheken B.V.
originated loans to date, as described above; (ii) the weighted
average current loan-to-value of 77.08% which is better than the
sector average; (iii) low arrears in the pool (less than 0.1% of
the pool as of closing); and (iv) the potential drift in asset
quality through further advances.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:
Factors that would lead to an upgrade of the ratings include:
better than expected collateral performance together with an
increase in credit enhancement of the Notes.
Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a currency swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.
===========
R U S S I A
===========
MBANK OJSC: S&P Assigns 'B+/B' ICRs, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B+/B' long- and short-term issuer
credit ratings on Kyrgyzstan-based Mbank OJSC. The outlook is
stable.
The stable outlook on Mbank reflects S&P's view that the bank will
continue benefiting from its solid retail franchise and will
maintain sufficient liquidity and capital buffers over the next 12
months.
Open Joint-Stock Company (OJSC) Mbank is the largest private bank
in Kyrgyzstan focused on consumer lending.
S&P expects Mbank will further strengthen its leading consumer
finance franchise in Kyrgyzstan supported by its advanced digital
fintech ecosystem, resulting in an extensive customer base of about
half the population of Kyrgyzstan.
Mbank's capital buffers will remain sufficient to absorb potential
risks coming from rapid loan book growth, in S&P's view.
Potential deterioration in asset quality indicators is expected to
be contained thanks to the supportive macroeconomic environment.
The ratings on Mbank balance its leading consumer finance franchise
in Kyrgyzstan and ambitious growth in unsecured retail lending.
Strong brand recognition and an extensive digital fintech ecosystem
ensure Mbank's solid customer base comprising half of population in
Kyrgyzstan. S&P Global Ratings expects the company's business
franchise to remain its main ratings strength. At the same time,
the bank's ability to manage asset quality is yet to be tested as
the growth pace in consumer lending, though gradually declining,
remains very high.
S&P said, "We expect Mbank to further strengthen its leading
consumer finance franchise in Kyrgyzstan supported by its advanced
digital fintech ecosystem. Being a pioneer in the Kyrgyz fintech
market, Mbank has built a strong retail customer base on the back
of its mobile application, advanced customer solutions, and
extensive digital fintech ecosystem. Currently Mbank serves 3.8
million customers out of the 4.5 million working population in
Kyrgyzstan. With loans of Kyrgyzstani som (KGS) 105 billion (about
$1.2 billion) under local generally accepted accounting principles
(GAAP) as of June 1, 2026, Mbank dominates the lending market of
Kyrgyzstan with market share of about 18% in total loans and 40% in
consumer lending. It ranks third among Kyrgyzstani banks in terms
of assets and deposits following the largest government-owned banks
Abank and Eldik. We believe Mbank still has the potential to deepen
relationships with its existing clientele.
"Mbank's capitalization will remain sufficient to absorb potential
risks coming from rapid loan book growth, in our view. This
reflects our projections that the risk-adjusted capital (RAC) ratio
will decline to 7.5%-8.0% over the next 12 months from 8.6% at
year-end 2025 because of the rapid loan growth and heightened
provisioning. Mbank's loan book has doubled yearly over the past
three years. We expect the bank will continue to rapidly expand its
loan book, with growth rates of 40%-45% in 2026-2027 above our
expectations for the sector of 35%. Rapid loan book growth, in our
view, will likely lead to erosion of asset quality metrics once the
loan book starts to season and require about KGS4 billion of new
provisions yearly. We understand that Mbank plans to capitalize the
vast majority of its profit."
Potential deterioration in asset quality indicators is expected to
be contained thanks to the supportive macroeconomic environment.
Over the past four years, Mbank's customer loans rose to KGS105
billion as of June 1, 2026, from KGS9.4 billion as of 2021-end.
Such growth was supported by boosted consumer consumption on the
back of rapid expansion of the Kyrgyz economy, with 10% annual
growth on average in 2022-2025, in the aftermath of Russia-Ukraine
conflict. S&P said, "We consider unsecured consumer loans as a
riskier segment due to untested payment culture. In our view,
Mbank's non-performing asset ratio will grow to 4.0%-4.5% from 3%
as of 2025-end once the rapidly built-up consumer loan portfolio
seasons, which is higher than our projections for the sector. We
envisage credit costs of 3.0%, above our expectations for the
sector of 1.4%-1.5%, considering Mbank's higher growth pace and
focus on riskier lending segment. In our view, Mbank might
encounter more tangible deterioration in asset quality metrics
during the economic downturn. However, this is not our base-case
scenario for the next 12-18 months. We expect 7% GDP growth in
Kyrgyzstan over 2026-2027 will support the population's borrowing
and repayment capacity."
Customer deposits are expected to dominate Mbank's funding profile
within the next 12 months. Mbank accumulated a solid deposit base
thanks to the successful promotion of its mobile application.
Having 3.8 million individual deposit holders, Mbank's customer
deposits represent 92% of its funding base. At 66%, Mbank has one
of the lowest loan-to deposit ratios among peers. Mbank's funding
profile is sufficiently matched with a stable funding ratio of 140%
as of 2025-end. S&P said, "Non-resident deposits, considered as
potentially more volatile, represent a moderate risk for Mbank with
an 18% share in total deposits as of June 1, 2026, versus our
estimate of 11% for the sector. Positively, we note that these
deposits are quite granular and could be covered in full by an
ample liquidity cushion that protects Mbank from the risk of
unexpected deposit outflows." Net broad liquid assets cover almost
half of Mbank's short-term deposits.
S&P said, "We do not incorporate an uplift for extraordinary
government support. While we consider Mbank to have high systemic
importance in Kyrgyzstan's banking sector, we do not incorporate
any notches of government support in our ratings. This is because
the bank's SACP is at the same level as the sovereign rating of
'B+' and because the support for private sector banks in Kyrgyzstan
is uncertain, in our view.
"The stable outlook reflects our view that Mbank's extensive retail
franchise and sufficient liquidity and capital buffers will help
the bank maintain its creditworthiness over the next 12 months.
"We could lower the ratings on Mbank if its rapid credit growth led
to a sharp deterioration in asset quality. We could also take a
negative rating action if nonfinancial risks unexpectedly
materialized, for example if the bank faced material sanctions or
regulatory intervention, which is not our base-case assumption.
"We are unlikely to take a positive rating action on Mbank over the
next 12 months."
=========
S P A I N
=========
GRUPO ANTOLIN-IRAUSA: Moody's Cuts CFR to Caa2, Outlook Negative
----------------------------------------------------------------
Moody's Ratings downgraded the corporate family rating of Grupo
Antolin-Irausa, S.A.U. (Grupo Antolin or the company) to Caa2 from
Caa1 and its probability of default rating to Caa3-PD from Caa1-PD.
Concurrently, Moody's downgraded to Caa3 from Caa1 the instrument
ratings on the company's EUR390 million (outstanding EUR380
million) 3.50% guaranteed senior secured notes due 2028 and EUR250
million 10.375% backed senior secured notes due 2030 (together, the
notes). The outlook remains negative.
The rating action follows the announcement on June 23, 2026 that
Grupo Antolin entered into a recapitalisation support agreement
(RSA) with certain requisite creditors to implement a comprehensive
recapitalisation through a Spanish Restructuring Plan. The
transaction contemplates an extension of debt maturities, the
provision of new committed working capital facilities and an
exchange of the existing notes, with two alternatives offered to
affected creditors.
RATINGS RATIONALE
The downgrade of the CFR to Caa2 mirrors the increased likelihood
of a balance sheet restructuring, including a distressed exchange
at the time of implementation of the proposed transaction, a
heightened probability of default and Moody's expectations of a
lower recovery rate of 80% to 90%. The PDR, which is downgraded to
Caa3-PD, further reflects that the proposed transaction will very
likely constitute a default for some creditors in a short period of
time, while the one notch higher CFR indicates that overall losses
for creditors will be more limited in Moody's views.
Moody's considers Grupo Antolin's capital structure to be
unsustainable in its current form, with leverage remaining elevated
(9.4x Moody's adjusted debt to EBITDA for the last 12 months (LTM)
ended March 2026) and limited capacity to generate positive free
cash flow (FCF) over the next two years.
The rating action also reflects softer market conditions and a
challenging macroeconomic environment, including persistent
inflationary pressures, elevated interest rates and weaker consumer
sentiment. These factors will continue to constrain the company's
earnings recovery and limit any meaningful deleveraging over the
next few quarters, in Moody's views.
Moody's considers that, upon implementation, the proposed
transaction will constitute a distressed exchange, which is an
event of default under Moody's definitions. This view reflects (i)
the exchange of the existing notes at a discount to par under the
voluntary alternative offered to bondholders, (ii) the extension of
debt maturities across all instruments beyond their original
maturities, and (iii) Moody's assessments that the transaction is
being undertaken to avoid an eventual payment default given the
company's unsustainable capital structure, constrained liquidity
and elevated refinancing risk.
Upon completion of the transaction, Moody's would expect to append
the "/LD" designation to the PDR for a period of approximately
three business days to reflect the limited default. The CFR and
instrument ratings would be reassessed at that time to reflect the
post-transaction capital structure, the revised maturity profile,
the new security and intercreditor arrangements and Moody's updated
expectations of recovery for each class of creditors. Moody's will
also review the company's business plan, liquidity position and
prospects for sustained earnings recovery in the context of the new
structure.
The two-notch downgrade of the instrument ratings on the notes to
Caa3, one notch below the CFR, reflects Moody's reassessments of
expected lower recoveries for noteholders following the proposed
transaction. It also reflects the weakening relative positioning of
the notes (under the default alternative) versus other debt (under
the voluntary alternatives) that will benefit from an improved
security package and priority over the first EUR435 million of
enforcement proceeds. The one-notch differential versus the CFR
also reflects (i) the relatively weak security interest
underpinning the notes, which consists primarily of share pledges,
and (ii) the fairly limited guarantor coverage, with subsidiary
guarantors accounting for approximately 50% of group EBITDA.
The downgrades are also driven by governance aspects, considering
the company's tolerance for high debt leverage, somewhat
unpredictable financial policies and the potential for a distressed
exchange.
LIQUIDITY
Grupo Antolin's liquidity over the next 12-18 months is weak, based
on Moody's strict assumption of no access to debt and equity
capital markets. That said, Moody's recognizes the proposed
transaction, which is designed to clearly improve Grupo Antolin's
liquidity upon completion.
As of March 2026, the company had a EUR314 million cash balance and
EUR57 million available under its revolving credit facility, while
its short-term debt maturities increased to EUR286 million and
Moody's expects its Moody's adjusted FCF (EUR129 million negative
as of LTM Q1 2026) to remain negative in 2026 and also next year.
The company continues to rely on existing factoring and working
capital lines, a significant portion of which is uncommitted and
short-term in nature.
RATING OUTLOOK
The negative outlook reflects the increased likelihood of a balance
sheet restructuring, including a distressed exchange, given Grupo
Antolin's high refinancing and liquidity risks and its
unsustainable capital structure. The negative outlook also reflects
the possibility of lower recoveries than those implied by the
current rating, in the case of a debt restructuring.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded further if the likelihood of a
payment default or a more value-destructive restructuring
increases, if recoveries for creditors weakened versus Moody's
current expectations, or if the company's liquidity position
deteriorates ahead of the implementation of the transaction. A
failure of the transaction to complete as currently contemplated
could also exert negative rating pressure.
Positive rating pressure could develop following the successful
completion of the transaction, leading to an improvement of Grupo
Antolin's capital structure and liquidity to more adequate levels,
and if the company's operating performance did not materially
weaken by that time.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Automotive
Suppliers published in November 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Headquartered in Burgos, Spain, Grupo Antolin-Irausa, S.A.U. is a
leading global supplier of automotive interior components,
including overhead systems, door modules, lighting and
cockpit/instrument panel components. The company generated reported
sales of around EUR3.7 billion in 2025 and is owned by the Antolín
family. Grupo Antolin operates a global footprint of plants across
Europe, the Americas, Asia and Africa, and supplies the world's
major OEMs.
IDUN SARL: Fitch Assigns 'BB+(EXP)sf' Rating on Class E Notes
-------------------------------------------------------------
Fitch Ratings has assigned Idun (European Loan Conduit No. 42)
S.a.r.l 's floating-rate notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final information conforming to the documentation reviewed.
Entity/Debt Rating
----------- ------
Idun (European Loan
Conduit No. 42) S.a r.l.
A LT AAA(EXP)sf Expected Rating
B LT AA-(EXP)sf Expected Rating
C LT A-(EXP)sf Expected Rating
D LT BBB-(EXP)sf Expected Rating
E LT BB+(EXP)sf Expected Rating
Transaction Summary
The transaction is a 95% securitisation of a EUR312.5 million
commercial real estate facility, originated by Morgan Stanley
Principal Funding, Inc. (MSPFI) and Morgan Stanley Bank, N.A.
(MSBNA) for EQT Group and its affiliates, a global investment firm
with around USD31 billion in real estate assets under management.
MSBNA, as an originator and a majority-owned affiliate of MSPFI, is
retaining 5% of the liabilities pari passu in the form of an issuer
loan. The notes will not be secured by any interest in real
property at closing.
KEY RATING DRIVERS
Quality Pan-European Big Box Portfolio: The loan collateral
consists of 22 "big box" assets used for logistics. The logistics
assets are spread across five countries, with two in Belgium, three
in France, five in Germany, two in The Netherlands and 10 in
Spain.
The majority of the assets were built after 2000 and are
well-maintained, well-located along major arterial routes and
well-suited for distribution in terms of specifications such as
clear heights, yard depth and density of loading bays. The
portfolio is 100% occupied, largely reflecting legacy lettings
given original medium term lease lengths. Fitch scored the
portfolio '2.6' on a weighted average (WA) basis, with individual
asset scores ranging from '2' to '4'.
Durability, Diversity, Structure Mitigate Risk: The assets are
primarily single-let to large logistics operators and consumer
goods companies, reflecting their utility as core logistics assets.
A relatively long WA unexpired lease term to break of 5.8 years
(from 1 April 2026) spread across 21 tenancies cushions the
financing from idiosyncratic re-letting risk. The diversification
is better retained by prudent release pricing compared with other
CMBS.
Pending Spanish Mortgages: The borrower must grant mortgages for
the Spanish assets by longstop dates (75% by October, 25% by the
end of April 2027). Longstop arrangements are common across broadly
syndicated commercial real estate loans in Spain, for which
mortgage registration is performed individually by lenders (not by
common agents) and therefore delayed until all lenders have
achieved their desired allocation in order not to duplicate costs.
Given EQT's global franchise, Fitch discounts the risk of it
publicly flouting negative pledges by removing assets without
repaying debt, or granting third-party mortgages, because of the
reputational damage.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Lower market rent could lead to negative rating action.
The change in model output that would apply with 1pp increase in
cap rate assumptions produces the following rating
'AA+sf'/'A-sf'/'BBB-sf'/'BB-sf'/'Bsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Reducing vacancy or achieving significant rent increases following
lease expiries could lead to positive rating action.
The change in model output that would apply with 1ppt reduction in
cap rate assumptions produces the following rating
'AAAsf'/'AA+sf'/'A+sf'/'A-sf'/'BBBsf'
KEY PROPERTY ASSUMPTIONS (all weighted by net estimated rental
value; ERV)
The weighted average rental value decline, structural vacancy and
cap rate assumptions applied in its stable interest rate
model-implied rating (MIR) analysis are summarised below. The
ratings are up to three notches above the MIR to account for a
secular shift in industrial occupational demand, as reflected in
rental trend lines recalculated over the last 15 years only
resulting in rental value decline assumptions lower than those
disclosed below.
WA depreciation: 2.8%
Non-recoverable costs: EUR622,438
Fitch ERV: EUR28.4 million
'Bsf' WA cap rate: 7.0%
'Bsf' WA structural vacancy: 12.8%
'Bsf' WA rental value decline: 22.4%
'BBsf' WA cap rate: 5.7%
'BBsf' WA structural vacancy: 14.0%
'BBsf' WA rental value decline: 26.7%
'BBBsf' WA cap rate: 6.6%
'BBBsf' WA structural vacancy: 15.8%
'BBBsf' WA rental value decline: 28.2%
'Asf' WA cap rate: 7.7%
'Asf' WA structural vacancy: 17.3%
'Asf' WA rental value decline: 29.7%
'AAsf' WA cap rate: 8.4%
'AAsf' WA structural vacancy: 18.5%
'AAsf' WA rental value decline: 34.1%
'AAAsf' WA cap rate: 8.8%
'AAAsf' WA structural vacancy: 20.3%
'AAAsf' WA rental value decline: 38.8%
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by KPMG LLP. The third-party due diligence described in
Form 15E focused on certain characteristics with respect to the 22
properties in the portfolio. Fitch considered this information in
its analysis and it did not have an effect on Fitch's analysis or
conclusions.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
===========
T U R K E Y
===========
NEOVA SIGORTA: Fitch Gives 'BB-' Insurer Fin. Strength Rating
-------------------------------------------------------------
Fitch Ratings has published Neova Katilim Sigorta Anonim Sirketi's
(Neova Sigorta) Insurer Financial Strength (IFS) Rating of 'BB-'.
The Outlook is Stable.
The IFS Rating reflects Neova Sigorta's positive ownership by
Kuveyt Turk Katilim Bankasi A.S (KTKB; Long-Term Local-Currency
Issuer Default Rating (IDR) BB-/Stable) and its adequate franchise
in the Turkish insurance market, partly offset by its large
exposure to MTPL (motor third-party liability), weak capital, and
weak but improving earnings.
Key Rating Drivers
Positive Ownership: Fitch considers Neova Sigorta to be important
to Kuveyt Turk Katilim Bankasi A.S and its ownership is positive
for Neova Sigorta's rating. This is reflected in a one-notch uplift
of the IFS Rating from the insurer's implied IFS Rating of 'b+'.
The bank provided capital support during 2023-2025, injecting
TRY2,650 million in total, with further support available to
strengthen the regulatory solvency ratio or support growth.
Medium-Sized Turkish Insurer: Neova Sigorta is a medium-sized
Turkish insurer with a market share of 2.9% in 2025. Its assessment
of its business profile takes into account its moderate competitive
position, business risk profile and diversification. The company
targets a more balanced business mix by gradually reducing the
share of MTPL to 37% in 1Q26 from 67% in 2020. Fitch views this as
positive for the credit profile, given the substantial risks
associated with that business line, such as the price cap imposed
by the regulator, very high loss ratios and heightened reserving
risks.
Weak Capitalisation, Capital Support: Neova Sigorta's Prism Global
model score was below 'Somewhat Weak' between 2022 and 2025,
despite increases in paid-in capital in 2023, 2024 and 2025, driven
by growth and the continued large exposure to MTPL in reserves. The
insurer's risk-based regulatory solvency ratio improved to 142% at
end-2025 from 121% at end 2024 following the capital injections and
higher retained earnings. Fitch expects the solvency ratio to
remain at least above 115% in 2026. The parent bank has provided
capital support to the insurer in the last three years and Fitch
believes support will continue to be available.
Weak but Improving Earnings: The company reported higher net income
of TRY2,866 million in 2025 (2024: TRY1,448 million in 2024),
equivalent to a return on equity of 41% (2024: 42%). The
improvement was driven by increased investment income, while
underwriting remained loss-making with a combined ratio of 130%
(2024: 131%, 2023: 129%). Neova Sigorta voluntarily strengthened
its MTPL reserves in 2025, with substantial buffers over the best
estimate, and reserve strengthening accounting for about 10pp on
the combined ratio. The combined ratio in 1Q26 improved to 124%.
The main driver of the poor underwriting performance was the
company's exposure to MTPL. MTPL's extended claims settlement
period means it will continue to weigh on Neova Sigorta's
performance in the short-to-medium term.
Domestic Investments Drive Asset Risk: Fitch considers Neova
Sigorta's investment risk to be high, driven by exposure to
sovereign domestic assets and equities. The insurer's risky
assets/capital ratio remained high in 2025 at 461% (end-2024:
415%), reflecting concentration in sovereign bonds, its exposure to
investment funds and low capital base. At end-2025, 29% of the
investment portfolio was allocated to government bonds, 44% to
investment funds and 6% to cash and bank deposits. The average
credit quality of the portfolio is tied to the sovereign rating of
Turkiye of 'BB-'
Conservative Reinsurance Protection: Fitch considers Neova
Sigorta's reinsurance programme to be conservative and effective.
The protection mainly consists of excess-of-loss (XoL) covers,
supplemented by catastrophe protection using a combination of XoL
treaties and parametric earthquake coverage for the Istanbul area.
Neova Sigorta calibrates its catastrophe protection for a
one-in-1,000-year loss event. Fitch views the quality of the
outward reinsurance counterparties as adequate.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Decreased propensity to support by the parent
- Material deterioration in the capital position or worsening of
company profile
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Increased propensity to support by the parent as a result of the
insurer's stronger earnings contribution to the group or a material
improvement in capital, as measured by a Prism score of at least
'Somewhat Weak' on a sustained basis
- An upgrade of KTKB's ratings
Date of Relevant Committee
19-Jun-2026
Public Ratings with Credit Linkage to other ratings
Neova Sigorta's rating is linked to KTKB's rating.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Neova Katilim Sigorta
Anonim Sirketi LT IFS BB- Publish
===========================
U N I T E D K I N G D O M
===========================
9 PRINCEDALE: BTG Begbies & FRP Advisory Named as Administrators
----------------------------------------------------------------
9 Princedale Freehold Limited was placed into administration in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-004149. Paul Cooper of BTG Begbies Traynor and David
Hudson and Simon Baggs of FRP Advisory Trading Limited were
appointed as joint administrators on May 27, 2026.
The company engaged in the buying and selling of own real estate.
The company's registered office is 340 Deansgate, Manchester, M3
4LY. The company's principal trading address is 9 Princedale Road,
London, W11 4NW.
The Joint Administrators can be contacted at:
Paul Cooper
BTG Begbies Traynor (London) LLP
340 Deansgate, Manchester, M3 4LY
David Hudson
Simon Baggs
FRP Advisory Trading Limited
110 Cannon Street
London EC4N 6EU
Further details:
Rumena Govedarova
BTG Begbies Traynor (Central) LLP
Tel: 0161 837 1700
Email: MFS-manchester@btguk.com
COOPS EMBS: Leonard Curtis Appointed as Administrators
------------------------------------------------------
Coops EMBS Limited was placed into administration in the High Court
of Justice, Business and Property Courts in Birmingham, Insolvency
and Companies List (ChD), Court Number CR-2026-000302. Stephen
Beverley and Danielle Shore of Leonard Curtis were appointed as
Joint Administrators on June 16, 2026.
The company engaged in electrical installation. The company's
registered office is c/o Leonard Curtis, 4th Floor, Fountain
Precinct, Leopold Street, Sheffield, S1 2JA. It was previously
Unit 12 Savile Street East, Sheffield, S4 7UQ. The company's
principal trading address is Unit 12 Savile Street East, Sheffield,
S4 7UQ.
The Joint Administrators can be contacted at:
Stephen Beverley
Danielle Shore
Leonard Curtis
4th Floor
Fountain Precinct
Leopold Street
Sheffield S1 2JA
Further details:
Jake Lee
Email: Jake.lee@leonardcurtis.co.uk
CURO CONSTRUCTION: Antony Batty Appointed as Administrators
-----------------------------------------------------------
Curo Construction Limited was placed into administration in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-003756. Jeffrey Mark Brenner and James Stares of Antony
Batty & Company LLP were appointed as Joint Administrators on June
17, 2026.
The company is into construction. The company's registered office
is 3–4 New Street, London, EC2M 4TP.
The Joint Administrators can be contacted at:
Jeffrey Mark Brenner
James Stares
Antony Batty & Company LLP
3 Field Court
Gray's Inn
London WC1R 5EF
Further details:
Kleana Lilo
Email: kleana@antonybatty.com
Tel: 020 7831 1234
CURO GROUP: Antony Batty Appointed as Administrators
----------------------------------------------------
Curo Group Holdings Ltd was placed into administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-003757. Jeffrey Mark Brenner and James Stares of Antony
Batty & Company LLP were appointed as Joint Administrators on June
17, 2026.
The company engaged in holding company activities. The company's
registered office is 3–4 New Street, London, EC2M 4TP.
The Joint Administrators can be contacted at:
Jeffrey Mark Brenner
James Stares
Antony Batty & Company LLP
3 Field Court
Gray's Inn
London WC1R 5EF
Further details:
Kleana Lilo
Email: kleana@antonybatty.com
Tel: 020 7831 1234
CURO INTERIORS: Antony Batty Appointed as Administrators
--------------------------------------------------------
Curo Interiors Ltd was placed into administration in the High Court
of Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-003758.
Jeffrey Mark Brenner and James Stares of Antony Batty & Company Ltd
were appointed as Joint Administrators on June 17, 2026.
Curo Interiors Ltd is a UK-based commercial fit-out and interior
refurbishment contractor headquartered in London. The company's
registered office is 3–4 New Street, London, EC2M 4TP.
The Joint Administrators can be contacted at:
Jeffrey Mark Brenner
James Stares
Antony Batty & Company Ltd
3 Field Court
Gray's Inn
London WC1R 5EF
Further details:
Kleana Lilo
Email: kleana@antonybatty.com
Tel: 020 7831 1234
DEVONSHIRE HOMES (MABE): KR8 Advisory Appointed as Administrators
-----------------------------------------------------------------
Devonshire Homes (Mabe) Limited was placed into administration in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-004786. Lauren Wentworth and Mark Blackman of KR8 Advisory
Limited were appointed as Joint Administrators on June 19, 2026.
The company engaged in the construction of domestic buildings.
The company's registered office is c/o KR8 Advisory Limited, 7th
Floor St Andrew's House, 20 St Andrew Street, London, EC4A 3AG. It
is in the process of being changed from Gotham House, Hammett
Square, Phoenix Lane, Tiverton, Devon, EX16 6LT.
The company's principal trading address is the freehold property
known as the Land on the South Side of Antron Hill, Mabe
Burnthouse.
The Joint Administrators can be contacted at:
Lauren Wentworth
Mark Blackman
KR8 Advisory Limited
7th Floor
20 St Andrew Street
London EC4A 3AG
Further details:
Billy Long
Tel: 0161 504 9799
Email: caseenquiries@kr8.co.uk
DEVONSHIRE HOMES: Alvarez & Marsal Appointed as Administrators
--------------------------------------------------------------
Devonshire Homes Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Leeds, Insolvency
and Companies List (ChD), Court Number CR-2026-LDS-000636. Sarah
Collins and Jonathan Marston of Alvarez & Marsal Europe LLP were
appointed as Joint Administrators on June 18, 2026.
The company engaged in the construction of domestic buildings. The
company's registered office and principal trading address is Gotham
House, Hammett Square, Phoenix Lane, Tiverton, EX16 6LT.
The Joint Administrators can be contacted at:
Sarah Collins
Jonathan Marston
Alvarez & Marsal Europe LLP
Suite 3, Avery House
69 North Street
Brighton BN41 1DH
Further details:
Will Chalmers
Tel: +44 (0)20 7715 5223
Email: INS_DEVHOL@alvarezandmarsal.com
EAGLE MIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has affirmed the B3 long-term corporate family
rating and B3-PD probability of default rating of Eagle MidCo
Limited (Busy Bees), a day nursery and early years education
provider. Moody's have concurrently affirmed the B3 senior secured
bank credit facilities ratings of Eagle Bidco Limited. The outlook
has been changed to stable from positive on both entities.
The outlook change reflects Moody's expectations that Moody's
adjusted leverage will remain above 6.0x over the next 12-18 months
while the outstanding PIK notes, sitting outside of the restricted
group, will continue to pose risks to creditors, given their
potential refinancing within the restricted group over time. That
said, Moody's expects continued earnings growth and positive free
cash flow (FCF) over the next 12-18 months, which positions the
company strongly within the B3 rating and provides headroom within
the rating.
RATINGS RATIONALE
Busy Bees delivered year-on-year revenue growth of around 8% in
2025, while Moody's-adjusted EBITA margins remained broadly stable.
Earnings growth was driven by higher occupancy, continued fee
increases and disciplined cost control, with a smaller contribution
from acquisitions. By region, performance was primarily supported
by the UK, which benefited from the expansion of government-funded
childcare entitlements to children under three — boosting both
occupancy and pricing — and helped offset weaker trading in other
markets, notably Australia and the US.
Despite solid earnings growth and positive FCF generation in 2025,
leverage remains elevated at around 6.7x pro forma for the recent
add-on, up from around 6.0x in 2024. Earlier this year, the company
completed a GBP200 million equivalent add-on to repay GBP150
million of the GBP300 million payment-in-kind (PIK) instrument
sitting outside the restricted group, repay drawings under the
GBP150 million revolving credit facility (RCF), and cover
transaction fees and expenses.
Over the next 12–18 months, the pace of deleveraging remains
uncertain, as the outstanding PIK notes could be refinanced within
the restricted group, while ongoing bolt-on acquisitions are likely
to weigh on the pace of deleveraging. However, Moody's expects
operating performance to remain robust. EBITDA growth should
continue to benefit from favourable UK government funding to the
sector and from the company's increasing focus on improving enquiry
conversion through targeted investments in technology, digital
interfaces and tools. Pricing actions and cost discipline should
help mitigate ongoing inflationary pressures. Operations in
Australia will likely remain challenging and a drag on overall
group performance, while exceptional costs are expected to be
higher than in 2025, partly linked to the planned closure of
unprofitable sites in the region.
The B3 rating continues to be supported by the company's leading
market positions, good geographic diversification, and a loyal,
relatively affluent customer base, alongside stable demand and a
track record of earnings growth and positive FCF generation.
At the same time, the rating is constrained by the company's high
operating leverage and exposure to rising labour costs, as well as
risks related to changes in regulation and government funding, and
the potential for debt-funded acquisitions.
LIQUIDITY
Busy Bees has a good liquidity. As of March 31, 2026, the company
had GBP87 million of cash on balance sheet and its undrawn GBP150
million RCF, of which GBP19 million is held for use for bank
guarantees. Moody's expects FCF to remain positive, which will
further benefit from the recent repricing of the term loan B
(euro-tranche). The company has no material debt maturities until
2031.
The RCF is subject to a consolidated senior secured net leverage
springing covenant when drawings exceed 40%. Moody's expects the
company to maintain ample headroom.
STRUCTURAL CONSIDERATIONS
The Term Loan B and RCF rank pari passu and are rated B3, in line
with the company's CFR. All facilities are guaranteed by the
company's subsidiaries and benefit from a guarantor coverage of no
less than 80% of the group's consolidated EBITDA. The security
package includes a pledge over shares, bank accounts and
intercompany receivables and a floating charge granted by Material
Subsidiaries across the key operating jurisdictions. Busy Bees'
B3-PD probability of default rating reflects the use of an expected
family recovery rate of 50%, as is consistent with first lien
covenant-lite loan structures.
OUTLOOK
The stable outlook reflects Moody's expectations that the company
will sustain earnings growth and generate positive FCF, while
managing M&A activity and the potential refinancing of the PIK
notes, such that credit metrics remain consistent with the B3
rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if revenue and EBITDA margins
continue to improve on a sustained basis; Moody's-adjusted
debt/EBITDA reduces below 6x; and free cash flow (FCF) remains
positive, with good liquidity.
The ratings could be downgraded if: Moody's-adjusted debt/EBITDA
increases above 7.5x for a prolonged period; Moody's-adjusted
EBITA/interest is sustainably below 1x; FCF remains negative or
liquidity weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.
Busy Bees' B3 CFR is two notches below the B1 scorecard-indicated
outcome in 2025. The difference reflects primarily the company's
high leverage and risk of releveraging given the outstanding PIK
note sitting outside of the restricted group and potential for
further debt-funded acquisitions.
COMPANY PROFILE
Founded in 1983 and headquartered in the UK, Busy Bees is a leading
day nursery and early years education provider for infants and
children under the age of five. The company benefits from good
geographic diversification with operations in the UK, Ireland,
Singapore, Malaysia, Vietnam, USA, Canada Australia and New
Zealand. As of 2025, the group operated a network of 1,016
nurseries offering over 114,000 places.
GRAHAMS MACHINERY: Ernst & Young Appointed as Administrators
------------------------------------------------------------
Grahams Machinery Sales Limited was placed into administration in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-004549. Kristopher Aspin, Samuel Woodward, and Lucy
Winterborne of Ernst & Young LLP were appointed as Joint
Administrators on June 18, 2026.
Grahams Machinery is a United Kingdom-based family-owned industrial
distributor and hardware retailer.
The company's registered office is c/o Ernst & Young LLP, One
Colmore Square, Birmingham, B4 6HQ. It was formerly Unit 4
Westleigh Business Park, Winchester Avenue, Blaby, Leicester, LE8
4EZ.
The company's principal trading address is Empire Building, Dukes
Way, Teesside Industrial Estate, Thornaby, TS17 9LT.
The Joint Administrators can be contacted at:
Kristopher Aspin
Ernst & Young LLP
One Colmore Square
Birmingham B4 6HQ
Samuel Woodward
Ernst & Young LLP
2 St Peter's Square
Manchester M2 3EY
Lucy Winterborne
Ernst & Young LLP
The Paragon
Counterslip
Bristol BS1 6BX
Further details:
The Joint Administrators
Email: utsadmin@uk.ey.com
Alternative contact: Catriona Lynch
HINTERVIEW LIMITED: KRE Corporate Appointed as Administrators
-------------------------------------------------------------
Hinterview Limited was placed into administration in the High Court
of Justice, Business and Property Courts, Court Number
CR-2026-004658. David Taylor and Paul Ellison of KRE Corporate
Recovery Limited were appointed as Joint Administrators on June 15,
2026.
The company engaged in business and domestic software development.
The company's registered office and principal trading address is
3rd Floor Paternoster House, 65 St Paul's Churchyard, London, EC4M
8AB.
The Joint Administrators can be contacted at:
David Taylor
Paul Ellison
KRE Corporate Recovery Limited
Unit 8
The Aquarium
1-7 King Street
Reading RG1 2AN
Further details:
Alison Young
Email: alison.young@krecr.co.uk
Tel: 01189 479090
KORN FERRY: Alexander Transaction No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------------
Moody's Ratings said that Korn Ferry's announced acquisition of
Alexander Mann Solutions (a subsidiary of Auxey Midco Limited, B3
negative) will raise its financial leverage but increase its
geographic and customer scope. Moody's considers the plan
consistent with Moody's expectations for Korn Ferry to seek
inorganic growth through opportunistic acquisitions, and for it to
use debt, temporarily increasing financial leverage, to fund
purchases, while maintaining debt/EBITDA around 2x throughout
business cycles and very good liquidity. Pro forma for the
acquisition and announced financing and as of April 30, 2026,
Moody's estimates debt/EBITDA was approximately 2.2x. Moody's
continues to expect Korn Ferry to generate at least $150 million of
free cash flow (which is greater than 10% of debt) over the next 12
to 15 months, before acquisition-related expenses. Therefore, the
announced plan does not impact Korn Ferry's ratings, including the
Ba2 corporate family rating (CFR), or stable outlook at this time.
All financial metrics cited reflect Moody's standard adjustments.
The, Korn Ferry announced a definitive agreement to acquire
Alexander Mann Solutions for approximately $1.1 billion. The
purchase will be funded with approximately $881 million in cash and
about $255 million in stock. Korn Ferry expects to fund the cash
portion with approximately $300 million of cash on hand and the
remaining $581 million with loans under its $850 million senior
secured revolving facility expiring 2030. The company expects to
receive regulatory clearances and close the purchase later this
year.
UK-headquartered Alexander Mann Solutions primarily provides
recruitment process outsourcing (RPO) and contingent workforce
services throughout Europe, North America, and Asia.
Los Angeles, CA - based Korn Ferry (NYSE:KFY) is a global human
resources and organizational consulting firm. The company operates
through five segments (executive search, consulting services,
professional and interim search, RPO and digital) and operates
through 98 offices across 51 countries, with about 9,000 full-time
employees.
LONDON WALL 2024-01: Fitch Affirms 'BB-sf' Rating on Class X Notes
------------------------------------------------------------------
Fitch Ratings has upgraded London Wall Mortgage Capital plc Series
2024-01 class B notes and affirmed the rest. The Outlook on the
class X notes remains Negative.
Entity/Debt Rating Prior
----------- ------ -----
London Wall Mortgage
Capital plc Series
2024-01
A XS2830324690 LT AAAsf Affirmed AAAsf
B XS2830325234 LT AAAsf Upgrade AA+sf
C XS2830325580 LT A+sf Affirmed A+sf
D XS2830326471 LT BBB+sf Affirmed BBB+sf
E XS2830326638 LT BBB-sf Affirmed BBB-sf
X XS2830327529 LT BB-sf Affirmed BB-sf
Transaction Summary
The transaction is a securitised pool of 22% owner-occupied and 78%
buy-to-let mortgages originated by Fleet Mortgages Limited, The
Mortgage Lender and One Savings Bank via its subsidiary Charter
Court Financial Services (CCFS) and secured on properties located
in the UK. At closing, about 92% of the collateral was previously
securitised across several transactions, 43% of which was rated by
Fitch.
KEY RATING DRIVERS
Pro-rata Structure, CE Build-Up: Principal payments on the notes
are pro-rata and pari passu, subject to performance triggers and a
mandatory switch to sequential amortisation at the step-up date.
Pro-rata principal distribution at any payment date is limited to
GBP10 million - under the most senior tranche principal limit
mechanism. Any excess amounts are distributed sequentially,
allowing credit enhancement (CE) to build up. Since closing, class
A CE has built up to 24.8% from 14% and class B to 13.3% from 7.5%,
supporting the upgrade of the latter.
The most senior tranche principal limit mechanism and three payment
dates of sequential paydown, following a breach of the arrears
trigger in August 2025, have contributed to the CE build-up.
However, the arrears trigger is reversible if performance improves
until the mandatory switch in November 2027 (step-up date) and
pro-rata paydown has resumed since the May 2026 payment date.
Alternative Prepayment Rates: The transaction contains fixed-rate
loans subject to early repayment charges. The point at which these
loans are scheduled to revert from a fixed rate to the relevant
follow-on rate will likely determine when prepayments occur. Fitch
has therefore applied an alternative high prepayment stress that
tracks the fixed-rate reversion profile of the pool. The prepayment
rate applied is floored at the high prepayment rate assumptions
produced by ResiGlobal:UK and capped at 40% a year.
The transaction has had high prepayments since closing. This,
combined with its alternative prepayment rate assumption,
underlines the Negative Outlook on the class X notes. Fitch may
downgrade these notes if high prepayment persists.
Below Model-implied Ratings: The arrears concentration in the pool
is likely to sharply increase as the notes amortise. Since closing,
loans that are three months or more in arrears have increased to
8.4% from 3.8%. This could expose the notes to tail risks and asset
performance volatility. The high prepayments observed so far will
reduce the pool's capacity to generate excess spread, which could
have a negative impact on the class X notes' rating.
Self-Employed FF Adjustment: The owner-occupied loans in the pool
were originated by CCFS, with about 20% advanced to self-employed
borrowers where Fitch applied an increased foreclosure frequency
(FF) adjustment of 1.3x compared with the standard 1.2x.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce CE available to the notes.
Fitch found that a 15% increase in the weighted average (WA)FF and
15% decrease in the WA recovery rate (WARR) would imply the
following:
Class A 'AAAsf'
Class B: 'AA+sf'
Class C: 'A+sf'
Class D: 'BBBsf'
Class E: 'BBsf'
Class X: below 'B-sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades.
Fitch found that a 15% decrease in the WAFF and 15% increase in the
WARR would result in the following:
Class A: 'AAAsf'
Class B: 'AAAsf'
Class C: 'AAAsf'
Class D: 'AAsf'
Class E: 'A+sf'
Class X: 'BBsf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Prior to the transaction's closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transaction's closing, Fitch conducted a review of a
small, targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MFN CLAIMS: Cowgills Appointed as Administrators
------------------------------------------------
MFN Claims Ltd was placed into administration in the High Court of
Justice, Business and Property Courts in Manchester, Insolvency &
Companies List (ChD), Court Number CR2026MAN000923. Jason Mark
Elliott and Craig Johns of Cowgills Limited were appointed as Joint
Administrators on June 17, 2026.
The company engaged in claims management activities. The company's
registered office and principal trading address is Hive 365 Astute
House, Wilmslow Road, Handforth, SK9 3HP.
The Joint Administrators can be contacted at:
Jason Mark Elliott
Craig Johns
Cowgills Limited
Fourth Floor Unit 5B
The Parklands
BoltonBL6 4SD
Further details:
Shauna Dermott
Email: Shauna.Dermott1@cowgills.co.uk
Tel: 0161 827 1200
Cowgills Limited
MONEVIUM LTD: S&W Partners Appointed as Administrators
------------------------------------------------------
Monevium Ltd was placed into administration in the High Court of
Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-004314.
Adam Henry Stephens and Christopher Allen of S&W Partners LLP were
appointed as Joint Administrators on June 18, 2026.
The company was into financial intermediation. The company's
registered office is c/o Restructuring, 45 Gresham Street, London,
EC2V 7BG. The company's principal trading address is 3rd Floor
Waverley House, 7–12 Noel Street, London, W1F 8GQ.
The Joint Administrators can be contacted at:
Adam Henry Stephens
Christopher Allen
S&W Partners LLP
c/o Restructuring
45 Gresham Street
London EC2V 7BG
Further details:
The Joint Administrators
Tel: 020 4617 5500
Email: Monevium@swgroup.com
ORBITA FUNDING 2026-1: Fitch Assigns 'BB-sf' Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Orbita Funding 2026-1 Plc's asset-backed
notes final ratings, as detailed below.
Entity/Debt Rating
----------- ------
Orbita Funding
2026-1 Plc
A1 XS3413966543 LT AAAsf New Rating
A2 XS3413967194 LT AAAsf New Rating
B XS3413967277 LT AAsf New Rating
C XS3413967434 LT A+sf New Rating
D XS3413967608 LT BBBsf New Rating
E XS3413967863 LT BB+sf New Rating
F XS3413968325 LT BB-sf New Rating
Transaction Summary
The transaction is the seventh securitisation of UK auto loan
receivables originated by Close Brothers Limited (CBL) under the
trading name Close Brothers Motor Finance. CBL is a wholly owned
banking subsidiary of Close Brothers Group PLC.
KEY RATING DRIVERS
Stable Asset Performance: Fitch has used a default base case of 3%,
in line with the level used for Orbita 2022 and 2023-1. Its
assumptions consider counterbalancing trends such as a change of
originator's risk appetite and the anticipated effect of a subdued
macroeconomic environment in UK on credit performance.
Fitch used a recovery base case of 40% - unchanged from predecessor
transactions. This is lower than that of peers in the UK market,
owing to the low proportion of cases where CBL opts to repossess
the vehicle, in contrast to many of the captive originators. The
'AAAsf' recovery haircut of 45% is in the lower end of the median
in Fitch's criteria range, primarily reflecting the secured nature
of recoveries.
Used-Car Value Exposure: Around 90% of the contracts are regulated
by the Consumer Credit Act (CCA), which allows for voluntary
termination (VT) of contracts by borrowers without further
repayment obligations once 50% of the total amount due is paid.
Further, under a personal contract purchase (PCP) loan, borrowers
can return the vehicle in lieu of paying the final balloon
instalment, exposing the issuer to residual value (RV) risk. Fitch
has assumed a combined RV and VT loss of 5.8%, 3.75% and 2.1% at
'AAAsf', 'AAsf' and 'Asf', respectively.
Revolving Period Risk Addressed: The transaction has a 12-month
revolving period. This may expose it to deterioration in
origination standards and to the economic cycle, but the fairly
short length of the revolving period reduces the risk. The
Fitch-stressed pool includes 7% PCP contracts (despite a greater
limit of 15%), while exposure to the economic cycle and CBL's
underwriting policies during the revolving period are incorporated
in the 'AAA' 5x default multiple.
Seller-Related Risks Covered: Fitch believes that servicer
continuity risk is reduced by the market-standard nature of the
product and the deep consumer loan servicing market in the UK would
also ease any transition to a competent replacement. In addition,
liquidity available from a cash reserve reduces payment
interruption risk during a servicer disruption, and commingling
risk is adequately reduced by an increase in the frequency of
sweeps to the issuer to every two days if CBL ceases to hold onto
the required ratings.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
An unexpected increase in the frequency of defaults or decrease in
recovery rates producing larger losses than the base case could
result in a negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25%, and a
decrease in the recovery base case by 25%, would lead to downgrades
of one notch each for the class A, B and C notes, three notches for
the class D notes, two notches for the class E notes and four
notches for the class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
There is no upside sensitivity for the class A notes. A
simultaneous decrease in the default base case by 25% and an
increase in the recovery base case by 25% would lead to an upgrades
by one notch for the class B notes, two notches for the class C
notes, three notches each for the class D and F notes and four
notches for the class E notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small, targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
ORBITA FUNDING 2026-1: Moody's Gives B1 Rating to GBP4.3MM F Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Orbita Funding 2026-1 plc:
GBP340.4M Class A1 Asset-Backed Floating Rate Notes due April
2033, Assigned Aaa (sf)
GBP404.2M Class A2 Asset-Backed Floating Rate Notes due April
2033, Assigned Aaa (sf)
GBP55.3M Class B Asset-Backed Floating Rate Notes due April 2033,
Assigned Aa2 (sf)
GBP21.3M Class C Asset-Backed Floating Rate Notes due April 2033
Assigned A1 (sf)
GBP21.3M Class D Asset-Backed Floating Rate Notes due April 2033,
Assigned Baa1 (sf)
GBP4.3M Class E Asset-Backed Floating Rate Notes due April 2033,
Assigned Ba2 (sf)
GBP4.3M Class F Asset-Backed Floating Rate Notes due April 2033,
Assigned B1 (sf)
RATINGS RATIONALE
The Notes are backed by a 12-month revolving pool of UK auto
receivables originated by Close Brothers Limited ("CBL"), (A3/P-2
Bank Deposits; A2(cr)/P-1(cr)). CBL is a wholly owned subsidiary of
the Close Brothers Group plc rated Baa2. This is the sixth public
securitisation transaction sponsored by CBL in the United Kingdom.
The originator will also act as the servicer of the portfolio
during the life of the transaction.
The portfolio of assets amount to approximately GBP851.0 million as
of May 31, 2026 pool cut-off date. The underlying assets consist of
Hire Purchase Agreements (96.9%) and Personal Contract Purchase
("PCP") agreements (3.1%) granted to private individuals (87%) and
commercial borrowers (13%) to finance the purchase of new (1%) and
used (99%) cars. As of May 31, 2026, the portfolio consists of
112,054 auto finance contracts to borrowers with a weighted average
seasoning of 14.1 months. Hire Purchase and PCP agreements are all
forms of secured financing. In the case of PCP agreements, the
borrower can either pay the final balloon payment at contract
maturity, trade the vehicle in against the purchase of a new
vehicle (the final balloon payment will be paid off) or return the
vehicle to the lender with no further obligation. In the latter
case, the issuer is exposed to the residual value ("RV") risk
arising from potential shortfalls between the realisable market
value of the vehicle versus the final balloon payment. Hire
Purchase Agreements are other forms of secured financing without
the option to hand the car back at maturity. In all cases the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract. The
transaction has a total exposure to RV risk of 3.1% of total
principal cash flows. The maximum exposure to RV risk allowed in
the portfolio during the revolving period is 15.0% of the total
outstanding portfolio amount.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
According to us, the transaction benefits from various credit
strengths such as a granular portfolio, an amortising liquidity
reserve sized at 1.5% of Classes A1, A2 and B Notes balance, highly
rated originator and servicer, and an independent cash manager. The
liquidity reserve is fully funded to 1.5% of the Classes A1, A2 and
Class B Notes balance at closing and will amortise together with
the outstanding Classes A1, A2 and Class B Notes balance, subject
to a floor of 0.5% of the initial principal balance of the
portfolio. The total credit enhancement for the Classes A1 and A2
Notes is 13.9%. However, Moody's notes that the transaction
features some credit weaknesses such as residual value risk from
PCP contracts, voluntary termination risk and 12-month revolving
period, which adds uncertainty to the portfolio credit quality.
Moody's took this into account in Moody's quantitative analysis. In
addition, there will be no back-up servicing arrangements and
estimation language to continue Notes payments in the event of
servicer disruption. The main mitigant to such financial disruption
risk is therefore the high credit strength of the servicer.
The pool excludes loans subject to the Financial Conduct
Authority's (FCA) redress scheme. Should a loan be non-compliant,
CBL will either repurchase the loan or indemnify the securitisation
for any loss incurred.
MAIN MODEL ASSUMPTIONS
Moody's determined the portfolio lifetime expected defaults of
3.0%, expected recoveries of 45% and Aaa portfolio credit
enhancement ("PCE") of 13.0% related to borrower receivables. The
expected defaults and recoveries capture Moody's expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expects the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by us to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model to
rate Auto ABS.
Portfolio expected defaults of 3.0% are in line with the EMEA Auto
ABS average and are based on Moody's assessments of the lifetime
expectation for the pool taking into account: (i) historical
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.
Portfolio expected recoveries of 45% are in line with the EMEA Auto
ABS average and are based on Moody's assessments of the lifetime
expectation for the pool taking into account; (i) historical
performance of the loan book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations, such as
the voluntary terminations.
PCE of 13.0% is in line with the EMEA Auto ABS average and is based
on Moody's assessments of the pool which is mainly driven by: (i)
historical data variability, (ii) quantity, quality and relevance
of historical performance data, (iii) originator quality, (iv)
servicer quality, (v) certain pool characteristics, such as asset
concentration, and (vi) certain structural features, such as the
revolving period. The PCE level of 13.0% results in an implied
coefficient of variation ("CoV") of 58%.
Residual value risk credit enhancement ("RV CE")
Moody's determined the Aaa RV CE of 3.1% to account for the
residual value market risk. RV CE captures additional portfolio
losses which would arise on the securitised RV receivables
following a decline in the market prices of used cars in a severe
recession environment in case the vehicle is returned at the end of
the contract and payments from the guarantor are not available
(e.g. originator insolvency). The sum of Aaa RV CE and PCE, as
described above, determine approximately the total credit
enhancement needed to achieve an Aaa rating.
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
June 2025.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.
Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of the swap
counterparties ratings; and (ii) economic conditions being worse
than forecast resulting in higher arrears and losses.
PIERPONT BTL 2026-2: Moody's Assigns (P)Ba1 Rating to Cl. X Notes
-----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by Pierpont BTL 2026-2 Plc:
GBP [ ]M Class A Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)Aaa (sf)
GBP [ ]M Class B Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)Aa2 (sf)
GBP [ ]M Class C Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)A1 (sf)
GBP [ ]M Class D Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)A3 (sf)
GBP [ ]M Class E Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)Baa2 (sf)
GBP [ ]M Class X Mortgage Backed Floating Rate Notes due June
2063, Assigned (P)Ba1 (sf)
RATINGS RATIONALE
The Notes are backed by a pool of specialist UK buy-to-let ("BTL")
mortgage loans originated by LendInvest BTL Limited ("LendInvest",
NR) and MTF (LE) Limited ("MTF", NR). The pool was acquired by
JPMorgan Chase Bank, N.A., London Branch (Aa1/P-1 &
Aa1(cr)/P-1(cr)) from the originators.
The portfolio of assets amounts to approximately GBP321.6 million
as of May 31, 2026 pool cut-off date. The subordination for the
Class A Notes will be 10.0% excluding the liquidity reserve fund
that will be funded to 1.05% of the balance of Class A to B Notes
at closing. The liquidity reserve fund is available to pay senior
expenses, interest on Class A and interest on Class B, with the
latter subject to either the Class B Note being the most senior
Note outstanding, or having a PDL less than 10%. The release
amounts from the liquidity reserve fund will flow through the
principal waterfall.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
According to us, the transaction benefits from various credit
strengths such as a static structure, and that there is no
obligation for the originators to grant further advances or product
switch, all of which prevents the portfolio from changes after
closing. However, Moody's notes that the transaction features some
credit weaknesses such as unrated originators also acting as
servicers. Various mitigants have been included in the transaction
structure , such as an experienced delegated servicer, Pepper (UK)
Limited (NR), acting on behalf of MTF, while the transaction also
benefits from a back-up servicer facilitator and an independent
cash manager.
Moody's determined the portfolio lifetime expected loss of 1.2% and
12.5% MILAN Credit Enhancement ("MILAN CE") related to borrower
receivables. The expected loss captures Moody's expectations of
performance considering the current economic outlook, while the
MILAN CE captures the loss, Moody's expects the portfolio to suffer
in the event of a severe recession scenario. Expected defaults and
MILAN CE are parameters used by us to calibrate Moody's lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.
Portfolio expected loss of 1.2%: This is broadly in line with the
recent UK BTL RMBS sector average and is based on Moody's
assessments of the lifetime loss expectation for the pool taking
into account: (i) blended expected loss following analysis of
Lendinvest and MTF historical data; (ii) the current macroeconomic
environment in the UK, and the impact of future interest rate rises
on the performance of the mortgage loans; and (iii) benchmarking
with other UK BTL transactions.
MILAN CE for this pool is 12.5%, which is in line with other UK BTL
RMBS transactions, owing to: (i) the WA current LTV for the pool of
75.8%; (ii) top 20 borrowers constituting 15.30% of the pool; (iii)
the fact that all the loans in the pool are interest-only; (iv)
0.72% exposure to borrowers with CCJ history; and (v) benchmarking
with similar UK BTL transactions.
Interest Rate Risk Analysis: 100.0% of the loans in the pool are
fixed rate loans reverting to three months BBR. The Notes are
floating rate securities with reference to daily SONIA. To mitigate
the fixed-floating mismatch between fixed-rate assets and floating
liabilities, there will be a scheduled notional fixed-floating
interest rate swap provided by J.P. Morgan SE (Aa1(cr)/P-1(cr)).
The in-place swap rate also guarantees a minimum excess spread
amount at closing, based on the weighted average interest rates of
the loans in the portfolio at cut-off, senior fees and the weighted
average margin of the collateralised Notes.
At closing, on the first interest payment date only, the seller
will inject GBP1.2 million into the transaction, which will form
part of the available revenue receipts and be distributed via the
revenue waterfall.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors that would lead to a upgrade of the ratings include: (i)
significantly better-than-forecast macroeconomic conditions; (ii)
increase in the available credit enhancement to the Notes; and
(iii) better-than-expected collateral performance.
Factors that would lead to a downgrade of the ratings include: (i)
an increase in the level of arrears resulting in a higher level of
losses than forecast; (ii) increased counterparty risk leading to
potential operational risk of servicing or cash management
interruptions; or (iii) economic conditions being worse than
forecast resulting in higher arrears and losses.
T&L HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Negative
-------------------------------------------------------------
S&P Global Ratings revised its outlook on T&L Holdco Ltd.
(Travelodge) to negative from stable, and affirmed its 'B-' issuer
credit ratings on T&L Holdco Ltd. and its issue ratings on the
senior secured notes issued by TVL Finance PLC.
The negative outlook reflects the possibility of a downgrade if S&P
sees higher risks that it could not refinance its upcoming debt
maturities within the next six months.
The earnings growth and deleveraging prospects of Travelodge remain
unclear, owing to unfavorable demand fundamentals in the U.K.
budget hotel sector and ongoing cost headwinds.
S&P forecasts the group's free operating cash flow (FOCF) after
lease payments to remain negative over the medium term, amid rising
near-term maturity pressure from the GBP105 million TL Prop Holdco
loan due in June 2027, the GBP50 million undrawn revolving credit
facility (RCF) maturing in October 2027, and GBP415 million 10.25%
fixed-rate notes due in April 2028.
Ongoing weak market demand and cost pressure should prevent
Travelodge from materially improving its credit metrics in the next
12-24 months. S&P said, "We think that the budget hotel sector will
continue to face difficult demand dynamics, as budget leisure and
corporate travel remains tight under the prolonged economic
weakness in the U.K. and soft consumer sentiment. The operating
company of the restricted group, Thame and London Ltd., under
Travelodge, reported 2025 results that are in line with our
expectations, with the second half of the year returning to 1.8%
growth in revenue per available room (RevPAR) supported by some
recovery in leisure demand, although on average the RevPAR for the
year still declined by 1.9% with still soft like-for-like average
daily rates offsetting its resilient occupancy rate. RevPAR further
declined in the first quarter of 2026, although it was narrower
compared to the decline of 1.6% in the wider market (based on the
STR MSE benchmark). We expect that the cost pressure from the
increase in labor costs, business rates, and sizable lease payments
will largely offset revenue benefits from the annualization of new
hotel openings and cost efficiency efforts, and ultimately hinder
an improvement in profitability and credit metrics in the next
12-24 months. We forecast S&P Global Ratings-adjusted EBITDA of
about GBP436 million in 2026 and GBP447 million in 2027, and
leverage increasing above 8.0x in 2026 without a clear deleveraging
path over the medium term."
High cash charges on capital expenditure (capex), leases, and
interest expense weigh on cash flow generation. S&P said, "We
assume about GBP90 million-GBP95 million annual capex over
2026-2027, including investment in its rolling refit program as
means to underpin market position and demand metrics, which was
significantly revised down from our previous forecast of GBP120
million as management prioritizes preserving liquidity. We expect
elevated annual lease payments at T&L Holdco of about GBP290
million, driven by the five yearly rent reviews and new hotel
openings, as the group operates about 90% of its portfolio on a
lease basis. Factoring in about GBP70 million financial debt cash
interest, FOCF after leases will see more than GBP10 million
outflow in 2026, widening to more than GBP20 million outflow in
2027 as we think that earnings growth is unlikely to catch up with
net increases in these cash charges."
The group's upcoming maturities heighten refinancing risk. The
group has a GBP105 million TL Prop Holdco loan due in June 2027
(the maturity was extended originally from February 2026) which is
not refinanced yet, a GBP50 million RCF (undrawn) maturing in
October 2027, and GBP415 million 10.25% fixed-rate notes due in
April 2028, followed by EUR250 million senior secured floating-rate
notes due in June 2030. S&P said, "While we understand that
management is still exploring options, we think refinancing risk is
increasing. In particular, the weak trading performance and credit
metrics are likely contributing to delays in obtaining lender
support. Though we acknowledge Travelodge has freehold and long
leasehold assets in Thame and London valued at about GBP160 million
as of end-2025, that are not part of the security package of the
senior secured notes and may offer some flexibility to its
refinancing options. Failure to secure a refinancing or providing
credible plans of refinancing of the upcoming TL Prop Holdco and
Thame and London debt within the next six months would likely
result in a downgrade."
S&P said, "We assess liquidity as less than adequate over the next
12 months, weighed by the upcoming maturity of TL Prop Holdco's
loan. Our estimated GBP120 million accessible cash at T&L Holdco,
GBP50 million availability under the undrawn RCF due October 2027,
and about GBP70 million cash funds from operations (FFO) offer
tight headroom to cover the GBP105 million TL Prop Holdco loan due
within 12 months, alongside its capex, seasonal working capital
requirement, and committed rebrand costs on recent acquisitions.
"The negative outlook reflects the possibility of a downgrade if
the group continues to face challenges in returning to positive
cash flow generation amid soft sector demand and cost headwinds,
such that we see higher risks that it could not refinance its
upcoming debt maturities including the GBP105 million TL Prop
Holdco loan due in June 2027, GBP50 million RCF maturing in October
2027, and GBP415 million 10.25% fixed-rate notes due in April
2028."
S&P could lower the rating within the next six months if:
-- The group has not resolved or does not have credible plans to
resolve the refinancing risk of its TL Prop Holdco loan and Thame
and London debt maturities, leading us to believe there is a
heightened risk of a specific default event, such as a distressed
exchange or restructuring, or a debt purchase below par;
-- The sector headwinds persist and the group is unable to improve
its leverage and FOCF beyond our base case, such that we believe
the capital structure is unsustainable; or
-- The liquidity profile deteriorates materially.
A lower rating could also result from a meaningful deviation in
credit quality between the rated top company (T&L Holdco Ltd.) and
Thame and London.
S&P could revise the outlook to stable if the group successfully
refinanced its TL Prop Holdco and Thame and London debt, and its
earnings growth and cash generation improved such that FOCF after
leases returns to positive and demonstrates sustainable growth,
while maintaining comfortable liquidity headroom.
*********
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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2026. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
* * * End of Transmission * * *