250731.mbx

250731.mbx T R O U B L E D C O M P A N Y R E P O R T E R L A T I N A M E R I C A Thursday, July 31, 2025, Vol. 26, No. 152 Headlines A R G E N T I N A ARGENTINA: IMF to Discuss Amid US$20BB Program's First Review COMPANIA LATINOAMERICANA: Fitch Affirms 'CCC' Long-Term IDR B A H A M A S FTX GROUP: Judge to Weigh if Prosecutors Broke Plea Promise B R A Z I L PRUMO PARTICIPACOES: Fitch Affirms BB+ Rating on USD350MM Sr. Notes C A Y M A N I S L A N D S ARADA SUKUK 2: Fitch Rates Trust Cert. Prog. Issuance 'BB-(EXP)' MONTEGO BAY AIRPORT: S&P Rates $400MM Senior Secured Notes 'BB' E C U A D O R ECUADOR SOCIAL: Fitch Affirms 'CCC+sf' Rating on Class B Notes J A M A I C A NCB FINANCIAL: Fitch Puts B+ Final Rating to USD255M Sr. Sec. Notes P U E R T O R I C O NEW FORTRESS: Creditors Hire Evercore for Debt Advice T R I N I D A D A N D T O B A G O PETROTRIN: No Refinery Talks Before Sept Election, Guyana Says - - - - - ================= A R G E N T I N A ================= ARGENTINA: IMF to Discuss Amid US$20BB Program's First Review ------------------------------------------------------------- Jorgelina do Rosario at Bloomberg News reports that the International Monetary Fund intends to discuss the first review of Argentina's US$20-billion program during an informal meeting between its staff and executive board, according to a person familiar with the matter. The meeting is expected to take place in Washington, the person said, asking not to be named discussing private information, according to Bloomberg News. It's a key step toward a staff-level agreement for the first review of the country's current program, Argentina's third since 2018, Bloomberg News recalls. Pending staff agreement and board approval, Argentina would receive a US$2-billion disbursement from the IMF after the first review, Bloomberg News notes. The country received an immediate disbursement of US$12 billion in April, when the 48-month loan was approved, Bloomberg News relays. The IMF's press office declined to comment and Argentina's Economy Ministry didn't immediately respond to a request for comment. Argentine officials were in Washington in early July for technical talks over the first review of the program. Before, a staff mission from the Fund visited Buenos Aires last month, recalls Bloomberg News. During an informal meeting, IMF staff working on a country's programme usually brief the lender's board of directors on the state of negotiations with government officials on a new programme or a review of an ongoing loan. Normally, the following step is to announce that IMF staff and the country reached an agreement, that then will be formally submitted to its board for approval, relates the report. Analysts in Buenos Aires have estimated that Argentina didn't meet the June target in the Fund's programme regarding accumulation of net reserves. Economy Minister Luis Caputo committed to getting the Central Bank's stockpile above the target by the end of July as the Treasury buys dollars to the local market to be used as reserves, the report adds. About Argentina Argentina is a country located mostly in the southern half of South America. Its capital is Buenos Aires. Javier Milei is the current president of Argentina after winning the November 19, 2023 general election. He succeeded Alberto Angel Fernandez in the position. Argentina has the third largest economy in Latin America. The country's economy is an upper middle-income economy for fiscal year 2019, according to the World Bank. Historically, however, its economic performance has been very uneven, with high economic growth alternating with severe recessions, income maldistribution and in the recent decades, increasing poverty. In March 2022, the International Monetary Fund (IMF) approved a 30-month arrangement under an Extended Fund Facility for Argentina in the amount of SDR 31.914 billion (equivalent to US$44 billion, or 1000 percent of quota) -- with an approved immediate disbursement of an equivalent of US$9.65 billion. Argentina's IMF-supported program sought to improve public finances and start to reduce persistent high inflation through a multi-pronged strategy. On April 11, 2025, the IMF further approved a 48-month Extended Fund Facility (EFF) arrangement for Argentina totaling US$20 billion (or 479 percent of quota), with an immediate disbursement of US$12 billion, and a first review planned for June 2025 with an associated disbursement of about US$2 billion. The program is expected to help catalyze additional official multilateral and bilateral support, and a timely re-access to international capital markets. Moody's Ratings on July 17, 2025, upgraded Argentina's long-term foreign currency and local currency issuer ratings to Caa1 from Caa3 and changed the outlook to stable from positive. The upgrade reflects Moody's views that the extensive liberalization of exchange and (to a lesser extent) capital controls, alongside a new International Monetary Fund (IMF) program, support the availability of hard currency liquidity and ease pressure on external finances. This reduces the likelihood of a credit event. In January 2025, Moody's raised Argentina's local currency ceiling to B3 from Caa1 and the foreign currency ceiling to Caa1 from Caa3. Fitch Ratings, on May 12, 2025, upgraded Argentina's Long-Term Foreign-Currency and Local-Currency Issuer Default Rating (IDR) to 'CCC+' from 'CCC'. S&P Global Ratings, in February 2025 lowered its local currency sovereign credit ratings on Argentina to 'SD/SD' from 'CCC/C' and its national scale rating to 'SD' from 'raB+'. DBRS, Inc. upgraded Argentina's Long-Term Foreign and Local Currency Issuer Ratings to B (low) from CCC in November 2024. COMPANIA LATINOAMERICANA: Fitch Affirms 'CCC' Long-Term IDR ----------------------------------------------------------- Fitch Ratings has affirmed CLISA - Compania Latinoamericana de Infraestructura y Servicios' (CLISA) Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'CCC'. Fitch has also affirmed CLISA's senior secured rating at 'CCC' with a Recovery Rating (RR) of 'RR4'. The ratings reflect CLISA's persistently weak financial flexibility and vulnerable business profile, which is exposed to Argentina's (CCC+/Stable) challenging economic environment and is highly dependent on the public sector. The ratings also reflect CLISA's strong local market position, stability of its waste management operations and the diminished backlog of its construction business. Fitch's Country-Specific Treatment of Recovery Ratings Criteria caps the RR for corporate issuers in Argentina at 'RR4'. Key Rating Drivers Completion of Debt Restructuring: On Dec. 17, 2024, CLISA announced the successful completion of a consent solicitation to amend the terms of its USD358 million senior secured bond due 2027. The company achieved consent from approximately 94% of bondholders. The agreed upon terms include a reduced principal amount for this bond of USD270 million, of which USD200 million is due on December 2031 and USD70 million is due December 2034. As per the terms of the consent solicitation, CLISA had six months to issue this last 70MM in the form of senior unsecured redeemable notes; this was completed in May 2025. The USD200 million secured notes due 2031 include a cash step-up coupon that starts at 3.5% and reaches 8.5% over the course of four years. The bond is secured by the shares of certain subsidiaries, including CLISA's waste management unit, Cliba I.U.S.A. The USD70 million redeemable unsecured notes due 2034 pay a 7% payment-in-kind (PIK) coupon and follow a redemption schedule, starting at 32.35% of par for up to 30 months, with gradual increases thereafter. Improved Leverage but Limited Liquidity: Post-restructuring, Fitch projects EBITDA to be at least USD100 million and net EBITDA leverage to decrease towards 3.5x over the ratings horizon. CLISA is projected to maintain an EBITDA coverage ratio above 2x, contingent on improved Argentinean macroeconomic conditions. Nevertheless, the cash to short-term debt ratio is expected to remain significantly below 1x for the foreseeable future and the company needs continued access to factoring and bank financing. Construction Business Deterioration: The austerity measures adopted by the Argentine government have resulted in a drastic reduction of public contracting for infrastructure projects. This continues to affect CLISAs construction business and is a significant limitation to CLISAs business and financial profiles. As of 1Q25, CLISAs construction business represented less than 10% of LTM EBITDA which is well below the 30% range from previous years. Elevated Counterparty Risk: CLISA faces high counterparty risk due to its strong ties to Argentina's public sector, which generates between 80% and 90% of its revenue. Regular public service contract negotiations pose renewal risks, while collection delays from the public sector impact revenue and profitability. The construction business heavily depends on government projects at federal, provincial and municipal levels. Market Position and Diversification: CLISA has a strong market position and is one of Argentina's largest privately-owned conglomerates with businesses in various public infrastructure sectors. CLISAs business profile benefits from its long-term concessions for the delivery of key public services in Argentina. These include the management of the city of Buenos Aires landfill and subway system, as well as the water utility of the city of Cordoba. The company generates ~75% of its revenues from these concessions. Peer Analysis CLISA's profitability is lower than that of Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP; BB+/Stable). CLISA's overall EBITDA margin was 6.6% at year-end (YE) 2024 and increased above 7% as of 1Q25. Its Waste Management division margins are expected to be under 20% in 2025. SABESP's EBITDA margin was around 52.3% in the same period. However, CLISA compares much more favorably against Aguas y Saneamientos Argentinos S.A. (AySA; CCC+), which has a loss-making operation. CLISA underperforms SABESP but outperforms AySA in credit metrics. Fitch projects CLISA's gross EBITDA leverage post-restructuring to be under 4x, compared to SABESP's that is below 3x. CLISA's operating profile is weaker than SABESP's, consistently showing lower liquidity metrics. However, AySA is weaker, with loss-generating operation needing shareholder capital injections and facing greater refinancing risks. Fitch views CLISA's credit profile as weaker than its Latin American peers in the construction, water utility and transportation sectors, such as Aenza S.A.A. (Aenza; BB-/Negative). Both companies have medium-sized diversified business profiles, but Aenza benefits from a stronger financial structure, flexibility, profitability, and operating environments. Additionally, CLISA's credit profile is significantly weaker than its U.S. peers in the waste management sector, such as Waste Management, Inc. (A-/Stable) and Waste Connections, Inc. (A-/Stable). These companies have superior scale, margins, FCF generation, leverage and operating environments. Key Assumptions - EBITDA margin of at least 7.5% in 2025, then improving to over 8% after 2026; - Revenues weaker in 2025; - Includes adjustments to secured notes and redeemable notes to account for restructuring terms; - Foreign exchange remains under ARS1,350 per USD in 2025. Recovery Analysis CLISA's bonds have a RR of 'RR4'. The recovery analysis assumes that CLISA would be a going concern (GC) in bankruptcy and that it would be reorganized rather than liquidated. GC Assumptions - A 10% administrative claim; - The GC EBITDA is estimated at USD75 million and assumes a discounted scenario where CLISA's waste management business represents the vast majority of the company's EBITDA with little to no contribution from its other businesses; - Enterprise value multiple of 5x. With these assumptions, Fitch's waterfall generated recovery computation (WGRC) for the senior secured notes is in the 'RR1' band. However, according to Fitch's Country-Specific Treatment of Recovery Ratings Criteria, the RR for corporate issuers in Argentina is capped at 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A material weakening in liquidity; - A deterioration of the operating environment in Argentina; - Failure to adhere to the terms and conditions of the December 2024 consent agreement. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely currently. However, Fitch may reassess the rating upon an upgrade of the Argentine sovereign. - Maintain net EBITDA leverage below 3x and EBITDA fixed coverage above 2.5x on a sustained basis. Liquidity and Debt Structure CLISA held approximately ARS52 billion in cash and cash equivalents as of 1Q25. The company had ARS189 billion in short-term debt as of the same period. Although CLISA liquidity improved post-restructuring, the company's overall liquidity position remains weak. Fitch estimates Clisa's total debt to be around USD420 million, including the full principal amount of its secured notes and the redemption value of its redeemable bonds. The company has USD200 million secured bond due in 2031 with step-up coupons. The company also has USD70 million note due in 2034 with a 7% PIK coupon. This note is redeemable at 32.4% of face value through June 2027. The company also has a ~USD7 million secured bond issued by its Benito Roggio Construcciones y Concesiones S.A.C subsidiary in Peru. The remainder of the debt is primarily in ARS. Issuer Profile CLISA is a leading Argentine infrastructure company in business for over 115 years. The company is organized into four main business segments: Construction, Waste Management, Transportation and Water Services. The company is mostly focused on public infrastructure. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations CLISA-Compania Latinoamericana de Infraestructura y Servicios has an ESG Relevance Score of '4' for Governance Structure due to concentration of ownership, 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 ----------- ------ -------- ----- CLISA-Compania Latinoamericana de Infraestructura y Servicios LT IDR CCC Affirmed CCC LC LT IDR CCC Affirmed CCC senior secured LT CCC Affirmed RR4 CCC ============= B A H A M A S ============= FTX GROUP: Judge to Weigh if Prosecutors Broke Plea Promise ----------------------------------------------------------- Pete Brush at law360.com reports that a Manhattan federal judge said he will investigate an allegation by crypto lobbyist Michelle Bond that she was charged with campaign finance crimes despite a promise that a guilty plea by her husband, former FTX executive Ryan Salame, would leave her in the clear. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. SBF agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. =========== B R A Z I L =========== PRUMO PARTICIPACOES: Fitch Affirms BB+ Rating on USD350MM Sr. Notes ------------------------------------------------------------------- Fitch Ratings has affirmed the rating of the fixed-rate USD350 million senior secured notes issued by Prumo Participacoes e Investimentos S.A. (PrumoPar) at 'BB+'. The Rating Outlook is Stable. RATING RATIONALE The rating reflects PrumoPar's strong cash flow stability, supported by dividend distributions from Ferroport Logística Comercial Exportadora S.A. (Ferroport). Ferroport's revenue base benefits from a long-term take-or-pay (ToP) contract with Anglo American Minerio de Ferro Brasil S.A. (AAMFB), a subsidiary of Anglo American plc (BBB+/Stable), underlining counterparty strength and the strategic importance of the terminal as Anglo American's sole export outlet for iron ore from Minas Gerais. The asset's critical function and established operating track record underpin its essentiality. Despite revenues and debt service being denominated in U.S. dollars (USD), revenues are collected in Brazilian reais (BRL). Operational expenses are also paid in BRL, exposing the transaction to the risk of transfer and convertibility. Furthermore, while the ToP agreement is robust, BRL-denominated operational expenses can pressure EBITDA margins in the event of BRL appreciation. The notes carry a fixed rate and feature a balloon payment at maturity in 2031. In Fitch's scenarios, the refinancing risk is mitigated by a cash sweep mechanism that fully amortizes the debt, as well as an eight-year ToP tail. Under the rating case, the minimum Project Life Coverage Ratio (PLCR) is projected to be 1.8x in 2025. Although the metrics are consistent with a higher rating, the rating is constrained by Brazil's Country Ceiling due to exposure to transfer and convertibility risk. KEY RATING DRIVERS Revenue Risk - Volume - High Midrange Strategic, Single-User Asset with Demand Certainty but Limited Diversification Ferroport is a dedicated export terminal, purpose-built to serve Anglo American's Minas-Rio mine via a proprietary slurry pipeline. Throughput volume is contractually secured under a long-term ToP arrangement through 2039, significantly reducing demand and volume volatility. In addition, Brazil's strengthened position as a leading supplier, along with the Minas-Rio mine's high-grade ore, a reserve base supporting production above the ToP annual volumes at least until 2068, and the potential for further expansion following the recent incorporation of Serpentina, all support long-term demand certainty. However, the single-user nature and reliance on a single upstream mine and transportation route limit demand diversification and introduce potential concentration risks if Anglo American's operations are disrupted. Historical performance since 2014 demonstrates operational reliability over the course of an economic cycle, and the ToP mechanism insulates the project from volume fluctuations, while the oil segment remains more exposed to this risk. Fitch has revised its assessment of this factor to 'High-Midrange' from 'Midrange' since the prior review. The change reflects the asset's demonstrated track record of uninterrupted performance across an economic cycle, as well as a positive demand outlook in its reference market, underpinned by the asset's strategic role within the global iron ore supply chain. Revenue Risk - Price - Stronger Predictable and Indexed Revenue Stream Ferroport's primary revenue stream is a 25-year, USD-denominated ToP contract with AAMFB, guaranteeing export volumes of 26.6 million wet metric tons per year through June 2039. For volumes above the ToP commitment, Ferroport receives additional revenue based on a reduced tariff. Upon expiration, the contract automatically renews for an additional 35 years, with tariffs set at 115% of total costs, including operating costs, capex, and SG&A. The ToP agreement incorporates annual tariff adjustments indexed to two-thirds of the U.S. Producer Price Index for Industrial Commodities, providing a high degree of revenue predictability and inflation protection. The consistent implementation of these adjustments demonstrates contractual enforceability and reduces exposure to cost inflation. While revenue and debt are denominated in USD, operational costs and expenses are denominated in BRL, exposing the transaction to the risk of BRL appreciation. Additionally, Ferroport benefits from a port access agreement with Vast Infraestrutura S.A. (Açu Petroleo Luxembourg S.A.R.L.; BB+/Stable), allowing the terminal to handle crude oil, providing an additional revenue stream, which represents approximately 10%-15% of Ferroport's total revenue over time. Infrastructure Dev. & Renewal - Midrange Modern Asset with Predictable Maintenance Needs Ferroport's facilities are modern and well maintained, with no major renewal capex anticipated during the debt tenor. Maintenance planning is comprehensive and adequately budgeted, with planned investments primarily focused on channel dredging and incremental efficiency upgrades. The project benefits from robust asset management practices, supported by the long useful life of key equipment and ongoing technical assessments. While expansion capex is contractually permitted, it is subject to additional tariffing or bondholder approval, which helps limit unexpected financial burdens. The main equipment at the Ferroport terminal is expected to have a useful life of approximately 25 years or more — extending to around 2050 — provided current maintenance strategies and procedures are consistently followed. After this period, significant investments may be required to modernize and upgrade the terminal's infrastructure. Debt Structure - 1 - Midrange Refinance Risk Mitigated by Cash Sweep: The debt carries a fixed interest rate and includes a balloon payment of up to 55.1% (USD177 million) due in 2031. The debt structure also features a target amortization schedule designed to fully amortize the debt within 12 years through a cash sweep mechanism. The evaluated debt is the only obligation to be serviced exclusively with dividend flows received by PrumoPar. Ferroport dividends are upstreamed to the issuer every three months, and as Ferroport cash balances are held in BRL, this may result in foreign exchange volatility. However, the issuer has historically managed a monthly hedge program, which helps to reduce short-term dividend volatility. Additionally, the debt structure includes a six-month offshore debt service reserve account (DSRA) and lock-up provisions. These provisions require compliance with the target debt balance, among other conditions, for PrumoPar to be permitted to distribute dividends. Financial Profile In Fitch's rating case, PrumoPar is projected to fully repay the debt at maturity. Refinancing risk is further mitigated by the PLCR, which is calculated based solely on the ToP period — a conservative approach, as Fitch considers it highly likely that AAMFB will extend the commercial use of the port, due to the remaining useful life of the iron ore mine, the existing infrastructure and the longevity of the equipment. Under the rating case, the minimum PLCR is projected to be 1.8x in 2025, and the net debt-to-cash flow available for debt service (CFADS) peak is expected to be 5.6x in 2026. Fitch considers both ratios comfortable due to the eight-year ToP tail. PrumoPar's metrics align with higher ratings according to Fitch's Transportation Rating Criteria; however, its rating is constrained by Brazil's Country Ceiling, as the notes are denominated in USD while revenue is collected in local currency, making them subject to transfer and convertibility risk. PEER GROUP PrumoPar's closest peers are Dalrymple Bay Finance Pty Ltd (DBT; BBB-/Stable) and Mersin Uluslararası Liman İşletmeciliği A.Ş. (Mersin; senior unsecured debt BB-/Stable). DBT is highly concentrated in coal exports and serves a relatively small number of users. However, DBT benefits from a robust cash flow profile, underpinned by long-term ToP contracts with creditworthy miners. These contracts provide cash flow stability and substantially reduce volume risk. DBT's net debt to EBITDA ratio stands at 6.4x. The terminal also benefits from a strong asset base and limited competition. Although the Australian legal and regulatory framework is robust, refinancing risk is heightened for coal-concentrated terminals, compounding the potential effect of energy transition risks. Nonetheless, DBT maintains an overall risk profile that supports an investment grade rating. Mersin is Turkiye's largest export-import port and handles the highest volume of containerized throughput in the country. Unlike PrumoPar, Mersin's volume mix is more diversified but also more volatile. Mersin has a single bullet debt structure, but its refinancing risk is largely mitigated by a moderate leverage ratio of 1.6x between 2024 and 2028, measured by net debt to EBITDA. Mersin's rating is also capped by Turkiye's Country Ceiling of 'BB-' and is aligned with the sovereign rating due to the port's linkages to the country's economic and regulatory environment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A significant and sustained increase in costs that negatively affects cash flows and raises refinancing risk, resulting in the minimum PLCR falling close to 1.1x in Fitch's rating case scenario; - A negative rating action on Brazil's sovereign rating that leads to a deterioration on the Country Ceiling; - Operational disruption that significantly affects ToP revenue collections. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A strengthening of Brazil's sovereign credit profile, particularly the risk of imposing controls on the transfer of foreign currency, as long as PrumoPar presents metrics commensurate with a higher rating. SECURITY PrumoPar is a special purpose vehicle that holds a 50% share of Ferroport, a joint venture between PrumoPar and Anglo American plc. Ferroport serves as the exclusive export terminal for iron ore produced by Anglo American's Minas-Rio project, located in Minas Gerais. The terminal is connected to the mine by a slurry pipeline. The debt issued by PrumoPar is the only obligation to be serviced exclusively with dividend flows received from Ferroport. The notes are USD-denominated, bear a fixed interest rate of 7.5% per year, are issued under Rule 144A/Reg S, and are senior secured. The security package includes: Ferroport shares held by PrumoPar; 100% of the shares of PrumoPar; and The issuer's credit rights under its accounts. The notes feature both legal and target amortization curves. The legal curve has a final maturity in 2031 with a 55.1% balloon payment at maturity, while the target curve, through a cash sweep mechanism, is intended to fully amortize the debt at maturity, providing an eight-year tail prior to the end of the ToP contract. The notes also include a six-month offshore DSRA and lock-up provisions. Ferroport does not hold financial debt, and additional indebtedness is limited to USD50 million, according to Ferroport's shareholders' agreement, which also requires that interim dividends of all cash flow available for distribution be paid within 30 business days after the end of each financial quarter. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Prumo Participacoes e Investimentos S/A Prumo Participacoes e Investimentos S/A/ Dividends & Intercompany Loan - Fist Lien/1 LT LT BB+ Affirmed BB+ =========================== C A Y M A N I S L A N D S =========================== ARADA SUKUK 2: Fitch Rates Trust Cert. Prog. Issuance 'BB-(EXP)' ---------------------------------------------------------------- Fitch Ratings has assigned Arada Developments LLC's (B+/Stable) issuance under the trust certificate programme an expected rating of 'BB-(EXP)', based on the new programme update. The programme is issued through the trustee, Arada Sukuk 2 Limited (ASL2). The rating is in line with Arada's senior unsecured rating of 'BB-'. The Recovery Rating is 'RR3'. In its capacity as trustee, ASL2 is incorporated in the Cayman Islands as a limited liability company for the sole purpose of issuing the sukuk notes. The Law Debenture Trust Corporation p.l.c. is acting as the delegate of the trustee, while Arada (or any its subsidiaries) is the seller. Arada is also the obligor, lessee, and servicing agent. According to the programme documentation, proceeds will be used for general corporate purposes and partial repayment of Arada's shari'a-compliant financings and for its general corporate purposes. The assignment of a final rating is contingent on the receipt of final programme documents materially conforming to information already reviewed. If these conditions are not met, or if the programme is not put into place, Fitch will review the rating. Key Rating Drivers The sukuk's programme's rating is derived from Arada's Long-Term IDR. This reflects Fitch's view that a default of the senior unsecured obligations would reflect a default of Arada, in accordance with Fitch's rating definitions. Fitch has given no consideration to any underlying assets or collateral provided, as the agency believes the trustee's ability to satisfy payments due on the trust certificates will ultimately depend on Arada satisfying its unsecured payment obligations to the trustee under the transaction documents. The company would be required to ensure full and timely repayment of ASL2's obligations, encompassing Arada's various roles and obligations especially, but not limited to, the below features: - Arada shall pay rentals and the wakala portfolio revenues. Such amounts are intended to be sufficient to fund the periodic distribution amount payable by the trustee under the trust certificates. - On any dissolution or Arada event (which includes a default on obligations), the aggregate amounts of deferred sale price then outstanding will become immediately due and payable; and the trustee will have the right under the purchase undertaking to require Arada, as the obligor, to purchase all of its rights, title, interests, benefits and entitlements, present and future, in, to and under the relevant wakala assets as payment of its relevant exercise price. - Both the exercise price payable by Arada under the purchase undertaking and its outstanding deferred sale price payable under the murabaha agreement are intended to fund the dissolution amount payable by the trustee under the relevant trust certificates. This amount should equal the outstanding face amount of the trust certificates and unpaid periodic distributions amounts or a redemption amount as specified in, or determined by the applicable pricing supplement. - In circumstances where a periodic distribution date falls on a day after the occurrence of a total loss event but before the date on which the replacement wakala assets are acquired by the trustee, certificate holders will receive only part of the periodic distribution amounts that would have otherwise been due to them for a maximum of 60 days. However, this amount of profit that would have accrued will be paid in the next periodical distribution date. - The lessee covenants and undertakes that it shall use the lease assets for solely sharia compliant activities. If the lessee fails to comply, it would constitute a dissolution event. For the upcoming issuance, the programme has been amended so that if Arada fails to purchase the wakala assets of the relevant series and as a result does not pay the exercise price, and the trustee is unable to make a claim under the indemnity because Arada is not in actual or constructive possession, custody or control of all of the wakala assets of the relevant series (or claims it is not), then Arada will irrevocably and unconditionally authorises the trustee or its nominee, agent, delegate or assignee to register the title to the wakala assets in the trustee's name at the Sharjah Real Estate Registration Department, This is provided that at that time a total loss has not occurred and it is possible to do so under all applicable laws. Fitch does not believe this clause is sufficient for it to treat the debt as secured or higher ranking than existing indebtedness, due to uncertainties and complexities related to legal framework and regulations, Arada's willingness and ability to register, and lack of precedents. Its assessment of the effect of future asset-registration clauses will be case by case, and Fitch is monitoring developments in this evolving area. Fitch could reassess the above assumption in respect of Arada's ratings and debt ranking, if warranted by developments. - Arada will pay the total loss or the partial loss shortfall amount in a total loss event or partial loss event (unless the relevant wakala assets have been replaced by Arada), or if there is a shortfall from the insurance proceeds. As the servicing agent, Arada will irrevocably ensure that the insured amount relating to each loss event will at all times be at least equal to the full reinstatement value. If the servicing agent is not in compliance with the obligation to insure the assets against total and partial loss event, it will immediately deliver a written notice to the trustee and the delegate of the non-compliance and this will constitute a dissolution event. If a total loss event occurs with respect to the wakala assets, where the relevant wakala assets are replaced in accordance with the servicing agency agreement, then the certificate holders could only receive part of the periodic distribution amount, within a maximum of 60 days, that will be paid in the next periodical distribution date. - The lessee (Arada) will permit the lessor and any person authorised by the lessor at all reasonable times to inspect and examine the condition of the lease assets. If the lessee failed to comply, this would constitute a dissolution event. - In addition, if the lessee fails to keep and maintain the security or optimum condition (other than fair wear and tear) of the lease assets, the lessor will be entitled, but not obliged, to give 15 business days' notice to possess the lease assets and take all necessary steps, at the expense of the lessee, to ensure that the lease assets are in suitable condition for their intended use. - The lessor agrees that the lessee may sub-let the lease asset to a third party, provided that: (i) any such sub-let does not in any way affect, impair or reduce the obligations of the lessee; and (ii) any use of the lease assets pursuant to any such sub-let does not and will not contravene the principles of Shari'a. If the lessee failed to comply, it would constitute a dissolution event. Arada's payment obligations under the service agency agreement, purchase undertaking and the murabaha agreement will constitute its present and future direct, unconditional, unsubordinated and unsecured obligations and at all times rank at least equally with its other outstanding present and future unsecured and unsubordinated obligations. - The programme documents have a tangible asset ratio (defined as each series' wakala assets/aggregate value of wakala assets and the deferred sale price outstanding) of more than 50%. If the ratio falls to or below 50%, but above 33%, the servicing agent will take the steps (in consultation with the sharia advisor) required to restore it to more than 50%. If the ratio falls below 33% (a tangibility event), the trust certificates will be delisted and each holder will have the right to require the redemption of all or any of its trust certificates. Fitch expects Arada to maintain the tangible asset ratio above 50% through the life of any trust certificates issued under the programme. The obligor has a material base of unencumbered tangible assets, mainly comprising land plots in Sharjah, and leased assets by Arada that will be initially earmarked for the programme, but other assets may also be considered eligible later, if necessary. Arada's asset base is sufficient to support the trust certificate programme. The programme documentation includes a negative pledge, cross-default provisions, indemnity and restrictive covenants, including debt limitations and interest coverage. Some of the transaction documents will be governed by English law and others by the laws of the Emirate of Sharjah and, to the extent applicable in Sharjah, the federal laws of the UAE. Fitch does not express an opinion on whether the relevant transaction documents are enforceable under any applicable law. However, Fitch's rating on the trust certificates reflects the agency's belief that Arada would stand behind its obligations. Fitch does not express an opinion on the trust certificates' compliance with sharia principles when assigning ratings to the certificates to be issued. Fitch applies a one-notch uplift to the senior unsecured rating compared with the IDR. The recovery estimate uses a liquidation approach, mainly supported by the attributable value of work in progress and investment properties, to which Fitch applies a 50% discount. As Arada's IDR is 'B+', the Recovery Rating is capped at 'RR3', resulting in a senior unsecured rating of 'BB-'. Peer Analysis The issue rating is derived from Arada's Long-Term IDR and in line with its senior unsecured rating. RATING SENSITIVITIES ASL2 Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The rating could be downgraded following a similar action on Arada's Long-Term IDR - Adverse changes to the roles and obligations of Arada under the sukuk's structure and documents would be rating negative Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The senior unsecured rating would not be upgraded if Arada's IDR were upgraded to 'BB-'. For Arada's rating sensitivities, see rating action commentary 'Fitch Affirms Arada's IDR at 'B+'/Stable; Senior Unsecured Rating at 'BB-'' published on 24 October 2024. Liquidity and Debt Structure In June 2024, Arada established a sukuk programme for up to USD1 billion, from which it drew down USD400 million (AED1.5 billion). Later in September, the company tapped its sukuk programme and issued an additional USD150 million (AED550 million). Following these transactions, its gross debt mainly comprised senior unsecured sukuk totaling AED3,800 million maturing between 2027 and 2029 and about AED500 million of secured bank facilities. At end-2024, Arada's liquidity was satisfactory, with AED2.3 billion of unrestricted cash. In 2023, the company completed an AED1,100 million (USD300 million) share capital increase to support its projects in the pipeline, which was followed by an additional capital injection of AED200 million in September 2024. Issuer Profile Arada is a master-plan community developer focusing on the Emirate of Sharjah in the UAE. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations Arada has an ESG Relevance Score of '4' for Governance Structure due to the weak structure of the board of directors compared with most EMEA peers. The board comprises five members, including the two shareholders, one independent director and the CEO. The limited number of independent board members has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on 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 ----------- ------ -------- Arada Sukuk 2 Limited senior unsecured LT BB-(EXP) Expected Rating RR3 MONTEGO BAY AIRPORT: S&P Rates $400MM Senior Secured Notes 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' rating on Montego Bay Airport Revenue Finance Ltd.'s (MoAir) issued senior secured notes for $400 million maturing in 2035 with a 6.6% coupon. The notes are backed by a portion of revenue generated at the Sangster International Airport that goes to the Airport Authority of Jamaica, and the proceeds will go toward a one-time payment to the government of Jamaica. The stable outlook reflects S&P's expectation of a gradual increase in passenger volumes, enabling debt service coverage ratios of approximately 1.8x in the coming 12-24 months. Montego Bay's Sangster International Airport (SIA) is owned by the Airport Authority of Jamaica (AAJ). The AAJ operated SIA for approximately 29 years (previously operated by the government of Jamaica since 1949), but in 2003, it granted a 30-year concession to MBJ Airports Ltd. (MBJA). As part of the agreement, MBJA committed to transfer the concession's revenue share to the AAJ as a concession fee payment. In 2015, Grupo Aeroportuario del Pacifico S.A.B de C.V. (GAP), a private airport operator, acquired 75% of MBJA's stake, becoming the major stakeholder of the operating vehicle. As part of the agreement, the concession's revenue share consists of a base concession fee payment paid monthly, as well as an additional concession fee and excess benefit payments paid once every year, if applicable. With the remainder of the revenue, the operator must cover SIA's operations, maintenance, and capital expenditure. The concession fee is, therefore, senior to any of the airport's expenses. At the direction of the government, the AAJ plans to transfer its revenue share from the concession to a bankruptcy-remote nonrecourse special-purpose vehicle established in the Cayman Islands, Montego Bay Airport Revenue Finance Ltd. (MoAir). MoAir will raise $385 million in senior secured 144A/Reg S notes. The noteholders will hold a pledge of the shares of MoAir; the right to receive its revenue share; and the project's accounts, including an offshore six-month debt service reserve account (DSRA). S&P said, "Considering its characteristics, we rate the project according to our "Principles Of Credit Ratings" methodology. Particularly, we assess the cash flow coverage according to the contractual cash waterfall at the project level. We think notionally amending the project's cash flow waterfall by adding operating costs wouldn't capture the overall ability to cover these costs, given that MoAir doesn't receive all the airport's revenue. "Instead, to recognize the importance of continued operations for ongoing cash flow, we consider GAP (the current concessionaire) to be a material and irreplaceable counterparty whose credit quality directly affects that of the issuer. However, if the concession were not renewed and GAP was no longer the operator, the same terms would apply to the new counterparty. "Following the issuance's completion and upon receipt and satisfactory review of the documentation, we assigned our 'BB' debt rating, in line with the 'BB' preliminary rating we assigned on July 9, 2025. Based on the final documentation, the overall terms and conditions, covenants, and structural elements are in line with the preliminary documents that we analyzed. The increased amount of the issuance to $400 million from $385 million is neutral to the rating, as we expect the DSCR to remain similar to our preliminary expectation. In our view, the minimum DSCR will be 1.8x in 2026 for the pre-refinancing period from 1.7x in our preliminary expectation, as the increased debt amount was offset by a lower fixed-interest rate. That said, we now forecast a higher amortization payment at refinancing in 2035, considering the bullet characteristic of the notes. Nevertheless, this change has no impact on the rating. "We expect MoAir's revenue share to represent 28%-35% of SIA's previous-year total revenue, plus a top-up from the government in the case the project receives a lower revenue percentage for any reason." MoAir's right to receive this revenue share won't depend on which entity operates the airport. Therefore, if the concession ends early or if it won't be renewed, MoAir's creditors would still have the right to receive the pledged revenue. As a result, the revenue share is MoAir's only source of funds unless the top-up is triggered. In addition, the portion of the airport revenue that covers its operations and maintenance or associated expenses is not part of the MoAir waterfall, structure, or security package. As per the transaction documents, if there is an alternate airport event and the project's DSCR falls below 1.4x, the government would make payments to MoAir to keep the DSCR above that level. If an alternate airport event occurs--either if any new international airport that caters to business passengers is built or any existing airport in Jamaica is upgraded to accommodate such passengers (aside from SIA or Ian Fleming International Airport)--and the project's debt service coverage ratio (DSCR) falls below 1.4x, the government will make payments to MoAir to lift and maintain its DSCR above that level. However, S&P would not factor such an event into its analysis until it happened. In addition, in the case of a change in the concession that sets the new revenue share to below 28% of the previous year's revenue, the government will top up the required amounts to meet 28% of the previous year's revenue. The project's operational risks drive the rating because SIA does not bear construction risk at this stage. The project's operational phase will extend from the debt placement date until 2045, which S&P estimates as the project's economic life, without the airport making expansionary investments to increase its annual passenger capacity above 9 million. S&P said, "During the operational phase, we divide our analysis in two phases: before and after the expected refinancing of the notes, projected to occur in 2035. The following elements underpin our analysis in both stages: "We assess the asset class' stability--the risk that a project's cash flow will differ from expectations due to operational issues--at '3', reflecting relatively simple operating complexity, a predictable cost structure, and very limited risk that any interruption would affect SIA for long periods. "We assign a positive operating leverage score, considering the specific cash waterfall for this transaction, where revenues received from the airport go directly toward servicing interest and principal, given the concessionaire will be in charge of servicing the airport's operational costs and capital expenditure." Market exposure is medium, given the project is exposed to fluctuations in passenger volumes. Cash flow available for debt service could fall by 18% during the debt's term under a stressed scenario. S&P also considers that the airport operates in a region prone to environmental risks, such as hurricanes, that could temporarily lower the number of passengers on flights, as well as the almost purely tourism-related passenger volume, which is more volatile than that of passengers visiting friends and relatives. The competitive position is neutral because S&P believes SIA will remain Montego Bay's main airport in the coming years, given its available capacity, its status as the origin and destination airport for 98.7% of passengers, and its almost exclusively tourism-related passenger volumes. In addition, the airport operates under a well-defined framework, with a predictable regime for rate adjustments. The operations counterparty dependency assessment is irreplaceable because revenue generation is predicated on GAP operating the airport at least until 2034, when the concession matures. GAP, together with its subsidiaries, holds concessions to develop, operate, and manage 12 international airports in Mexico and two international ones in Jamaica (in Montego Bay and Kingston). It also offers aeronautical and nonaeronautical services. S&P said, "We view the project as able to withstand a hypothetical sovereign stress event, which allows us to rate it at the level of our 'BB' transfer and convertibility assessment for Jamaica, one notch above the sovereign credit rating (BB-/Positive/B). We expect the project to withstand a hypothetical sovereign stress scenario because of the resiliency under a stress test that incorporates a decrease of 10% in passenger volumes and no rate adjustments. We believe the project would be able to withstand such stress without depleting its DSRA. In addition, the project's accounts will be held offshore in Citibank N.A. (A+/Stable/A-1), where the airport's operator will directly transfer the funds related to the revenue share pledge. The airport's revenue is also denominated in U.S. dollars, mitigating any foreign exchange risks. "We view the airport as a government-related entity (GRE) because we believe it's highly likely the Jamaican government would provide extraordinary support to the airport in the event of financial distress. We base this on our assessment of the airport's very important role and strong link to the government, given it's a main entryway for international passengers and has a covenant package that would prompt the government to support the airport's (and consequently, the issuer's) profitability under certain circumstances. This package is in addition to the top-up payments that the government will inject in the structure in the event of the concessionaire's insufficient payment of the concession fee. "Despite GAP's concession, we also view the government as a strong and stable shareholder of the airport. Considering the transaction's stand-alone credit profile, however, the relationship with the government and the potential support in a stress scenario are neutral for the rating. "The stable outlook incorporates our expectation that the issuer would withstand a hypothetical sovereign stress scenario because of its financial structure, which includes a cash waterfall where revenues received from the airport go directly toward servicing interest and principal. The outlook also incorporates an expected gradual increase in air passenger volumes (a result of the airport's importance to Jamaica's main tourist gateway), which will enable DSCRs of approximately 1.8x in the next 12-24 months. "We could lower the rating if passenger volumes fall and cause the minimum DSCR to fall consistently below 1.2x. "We could also lower the rating if we perceive a weakening in the issuer's resiliency, refinancing risk increases, or the creditworthiness of the concessionaire deteriorates below that of the project. "Moreover, if the mechanism that obliges the Jamaican government to fulfill the minimum payment at 28% is triggered, and therefore it becomes a material and irreplaceable counterparty, we might lower the project rating to the same level as the sovereign rating. "Assuming all other factors remain unchanged, we could raise the rating in the next 12 months if we take the same rating action on Jamaica and revise up our transfer and convertibility assessment for the country." ============= E C U A D O R ============= ECUADOR SOCIAL: Fitch Affirms 'CCC+sf' Rating on Class B Notes -------------------------------------------------------------- Fitch Ratings has affirmed Ecuador Social Bond S.a.r.l.'s (ESB) class A and B 144A/Reg S notes (together, the repack notes) at 'AAAsf' and 'CCC+sf', respectively. The Rating Outlook on the class A repack notes remains Stable. Fitch does not typically assign Outlooks to ratings in the 'CCC' category or below, as is the case for the class B notes. Entity/Debt Rating Prior ----------- ------ ----- Ecuador IDB Repack Class A (secured) XS2106052827 LT AAAsf Affirmed AAAsf Class B (secured) XS2106053635 LT CCC+sf Affirmed CCC+sf Transaction Summary The Social Bond, issued by the Republic of Ecuador and partially guaranteed by the Inter-American Development Bank (IDB; AAA/Stable), is the asset backing the repack notes. The assigned ratings address timely payment of interest and principal on a semiannual basis. KEY RATING DRIVERS Social Bond Backed by Full Faith and Credit of Ecuador: The Social Bond issued by the Republic of Ecuador is the asset backing the repack notes issued by ESB. The Social Bond shares all characteristics of other external indebtedness of the sovereign and is backed by the full faith and credit of Ecuador. The only difference is that its proceeds are for specific investment in Ecuador's social housing program, and its debt service benefits from a partial credit guarantee by the IDB. IDB's Partial Credit Guarantee Comprehensive in Scope: The partial credit guarantee between the IDB and ESB, as initial purchaser of the Social Bond, partially covers Ecuador's failure to meet its obligations on the Social Bond. After Ecuador's default on the Social Bond, all draws from the IDB guarantee will be exclusively applied by the trustee to cover 100% of class A's debt service, covering a percentage of the underlying Social Bond. The IDB guarantee is comprehensive in scope and effectively covers 100% of the class A notes to be issued by ESB within the 23-day cure period. IDB's obligations under the partial guarantee constitute direct, unsecured obligations of IDB. IDB's Credit Quality Remains Strong: The rating assigned to the class A notes is commensurate with the Issuer Default Rating (IDR) of the guarantee provider. On Nov. 8, 2024, Fitch affirmed IDB's IDR at 'AAA'/Stable. Class B Notes' Ratings Commensurate with Sovereign: Given that all flows from the IDB guarantee will be applied to the class A notes to meet debt service according to the guarantee's schedule, a default by Ecuador under its obligations of the Social Bond would lead to a default of ESB's obligations under the class B notes. Hence, the credit quality of the class B notes is a pass-through of Ecuador's rating. The rating of Ecuador was affirmed at 'CCC+' on Aug. 13, 2024. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The class A notes' ratings are linked to the IDB's LT FC IDR; hence, a downgrade of the IDB's IDR would trigger a downgrade of class A notes in the same proportion. In addition, changes in Fitch's view regarding the strength of the IDB guarantee may affect the class A notes' ratings; - The class B notes' credit quality reflects Ecuador's rating and therefore is sensitive to changes in Ecuador's LT IDR. Hence, a downgrade to Ecuador's IDR would trigger a decrease in the class B note ratings in the same proportion. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The class A notes' ratings are linked to the IDB's LT FC IDR of 'AAA'/Stable, which is the highest rating assigned by Fitch; - The class B notes' credit quality reflects Ecuador's rating and therefore is sensitive to changes in Ecuador's LT IDR. Hence, an upgrade to Ecuador's IDR would trigger an uplift in the class B note ratings in the same proportion. 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. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS The credit risk of the class A notes is linked to the credit quality of the IDB (AAA/Stable) as the only beneficiary of the IDB guarantee. The credit risk of the class B notes is directly linked to Ecuador's Long-Term IDR (CCC+). ============= J A M A I C A ============= NCB FINANCIAL: Fitch Puts B+ Final Rating to USD255M Sr. Sec. Notes ------------------------------------------------------------------- Fitch Ratings has assigned NCB Financial Group Limited's (NCBFG) USD225 million senior secured notes a final Long-Term (LT) rating of 'B+' with a Recovery Rating of 'RR4'. The notes have an 11% coupon and are due on July 31, 2030. The net proceeds will be used to redeem part of its existing indebtedness and for general corporate purposes. The final rating was determined following a review of the final terms and conditions, based on information available when Fitch assigned the expected 'B+(EXP)' rating to NCBFG's proposed senior secured notes. For more information, see "Fitch Rates NCBFG Senior Secured Notes 'B+(EXP)'". Key Rating Drivers NCBFG's senior secured notes are rated at the same level as its LT Issuer Default Rating (IDR; B+/Positive), as the likelihood of default of the notes is the same as that of the holding company. In accordance with Fitch's rating criteria, recovery prospects for the notes are average and reflected in their Recovery Rating of 'RR4'. Although these notes are senior secured, Fitch believes the collateral mechanism would not significantly enhance recovery rates. The notes will constitute the NCBFG's direct, secured, unsubordinated, and senior obligations, ranking pari passu with all existing and future similarly secured and unsubordinated obligations. They will rank senior to any subordinated indebtedness and effectively senior to any unsecured indebtedness, limited to the value of the collateral securing the notes. The notes will be effectively junior to other obligations secured by liens on assets not included as collateral for the notes, to the extent of such collateral. NCBFG ratings are based on the creditworthiness of its main subsidiary National Commercial Bank Jamaica Limited (NCBJ), which is the largest bank in the country by assets and represents 53% of the group's consolidated assets. NCBFG's income is mainly derived from dividend income from its subsidiaries, followed by management fees and interest income (65%, 24% and 11%, in the same order). For more details on NCBFG, see "Fitch Rates "Fitch Affirms NCBJ at 'BB-'; Affirms NCBFG at 'B+'; Outlook Positive". Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - NCBFG's senior secured debt ratings are directly linked to the holding's Long-Term IDR. Any negative rating action on the IDR will result in a similar rating action on these debt ratings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - NCBFG's senior secured debt ratings are directly linked to the holding's Long-Term IDR. Any positive rating action on the IDR will result in a similar rating action on these debt ratings. Date of Relevant Committee 22 July 2025 Public Ratings with Credit Linkage to other ratings NCB FG senior secured debt rating is rated at the same level as the holding's LT IDR. Holding's IDR is based on creditworthiness of its main subsidiary, National Commercial Bank of Jamaica Limited. ESG Considerations Fitch does not provide ESG relevance scores for NCBFG. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, program, 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- NCB Financial Group Limited senior secured LT B+ New Rating RR4 B+(EXP) ===================== P U E R T O R I C O ===================== NEW FORTRESS: Creditors Hire Evercore for Debt Advice ----------------------------------------------------- Reshmi Basu and Ruth Liao of Bloomberg News report that a group of New Fortress Energy creditors has hired Evercore Inc. for advisory services as the company's debt trades at deeply distressed levels, according to sources familiar with the matter. The move follows the group's earlier engagement of law firm Akin Gump Strauss Hauer & Feld, the sources said, requesting anonymity due to the confidential nature of the discussions. According to Bloomberg Law, New Fortress Energy, the liquefied natural gas company founded by billionaire Wes Edens, has been facing cash flow challenges tied to project delays. Representatives for both the company and Evercore declined to comment. About New Fortress Energy Inc. New Fortress Energy Inc. is a US listed energy infrastructure company operating natural gas liquefaction, re-gasification and distribution assets in Puerto Rico, Mexico, Jamaica, Nicaragua and Brazil. The company operates one floating LNG production facility (FLNG) and is constructing the second onshore facility in Mexico, expected to come to production in 2026. ===================================== T R I N I D A D A N D T O B A G O ===================================== PETROTRIN: No Refinery Talks Before Sept Election, Guyana Says -------------------------------------------------------------- Ryan Bachoo at Trinidad and Tobago Guardian report that Guyana's Minister of Natural Resources, Vickram Bharrat, said while the country has not closed the door on partnering with T&T to reopen the Petrotrin Refinery in Pointe-a-Pierre, there are factors they will have to consider before making a decision. However, he said no discussion will take place until after Guyana's general election, which is scheduled for September 1, according to Trinidad and Tobago Guardian. He was speaking to Guardian Media at the Global Biodiversity Alliance Summit in Georgetown, Guyana, the report notes. The Kamla Persad-Bissessar-led administration announced in June that it is setting up a refinery committee to explore the feasibility of reopening the Petrotrin Refinery, the report relays. The committee is being chaired by former energy minister Kevin Ramnarine, who told Guardian Media he expects to have a report completed in four months, the report notes. When asked if Guyana will reconsider its position on the refinery in light of the establishment of a committee, Bharrat said, "I can say solidly we have not taken a decision with regards to how we will collaborate with T&T with regards to reopening the refinery but I'm sure that's on the cards when we meet after the election," he added, notes the report. Bharrat confirmed he received a letter from Energy Minister Dr Roodal Moonilal, the report discloses. However, he would only say the letter sought to initiate discussions. He said he told Moonilal the discussions will have to take place after the election, the report says. Pressed on whether the Guyanese government will consider having discussions with T&T surrounding the refinery, Bharrat said, "I don't think I'll be able to give you a direct answer to that because I've not seen any assessment, whether technical assessment or financial assessment, of that refinery with regards to restarting it. Of course, we will need that, the report relays. Otherwise, I'll be just plucking a figure or giving you my personal thought, and that would not go down well with either side. So, I don't want to commit without actually seeing what exists and what needs to be done in order to put that refinery back into operation." He went further in saying Guyana will have to look at the financial costs of restarting the refinery, the report notes. Bharrat added, "We also have to look at the operational cost and also the capacity of it in today's world too. That's the vision. The technology being used. These are all things that have to be considered before we can make a more informed statement or decision with regards to." When asked whether he was surprised US President Donald Trump revoked T&T's Office of Foreign Assets Control (OFAC) licence, essentially ending the Dragon Gas deal between T&T and Venezuela, Bharrat would only say the deal never caused friction in the relationship between this country and Guyana, the report relays. "Trinidad has always supported Guyana and, being part of Caricom, has supported Guyana against the claims being made by Venezuela. So I don't think it brought about any kind of animosity between Guyana and Trinidad." Bharrat says there are scores of T&T citizens living and working in Guyana, particularly in the oil and gas sector, the report discloses. He says under the Treaty of Chaguaramas, citizens of his country have been able to easily access jobs within the energy sector in that country, the report adds. About Petrotrin State-owned Petroleum Co. of Trinidad & Tobago (Petrotrin) closed its oil refinery in November 2018. Prior to closure, Petrotrin underwent a corporate reorganization that started in the last quarter of 2018. The T&T government insisted that the reorganization was necessary to improve the company's efficiency. As a result of the reorganization, Petrorin's refining business was shut down and new entities were created: three operating subsidiaries (Heritage Petroleum Company Limited, Paria Fuel Trading Company and Guaracara Refining Company Limited), and the new holding company, TPH, to which the international bonds were transferred from Petrotrin. ********* 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-Latin America 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, Joy A. Agravante, Rousel Elaine T. Fernandez, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2746. 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 Latin America 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 A. Chapman at 215-945-7000. . * * * End of Transmission * * *