/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/240119.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 Friday, January 19, 2024, Vol. 25, No. 15 Headlines G E R M A N Y FORTUNA CONSUMER 2024-1: Fitch Assigns 'B+(EXP)' Rating on F Notes I T A L Y FIBER BIDCO: Fitch Affirms 'B+(EXP)' Rating on EUR665MM Notes L U X E M B O U R G ARRIVAL: Ordinary General Meeting Set for Jan. 22 S P A I N BANCAJA 9: Fitch Affirms CC Rating on Series E Notes T U R K E Y TURK EKONOMI: Fitch Assigns CCC+(EXP) Rating on Tier 2 Notes U N I T E D K I N G D O M BOX LIMITED: Set to Go Into Administration COLUS LIMITED: Enters Administration, Owes More Than GBP1.3MM FLAMINGO GROUP: Fitch Affirms & Withdraws B Rating on Revolver Loan KENHAM BUILDING: Collapses Into Administration ML2024 LIMITED: Falls Into Administration TRUSKO LIMITED: Goes Into Administration X X X X X X X X [*] BOOK REVIEW: Taking Charge - - - - - ============= G E R M A N Y ============= FORTUNA CONSUMER 2024-1: Fitch Assigns 'B+(EXP)' Rating on F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Fortuna Consumer Loan ABS 2024-1 DAC's class A to F notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Fortuna Consumer Loan ABS 2024-1 Designated Activity Company 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 F LT B+(EXP)sf Expected Rating G LT NR(EXP)sf Expected Rating X LT NR(EXP)sf Expected Rating TRANSACTION SUMMARY Fortuna Consumer Loan ABS 2024-1 DAC is a true-sale securitisation of a 12-month revolving pool of unsecured consumer loans sold by auxmoney Investments Limited. The securitised consumer loan receivables are derived from loan agreements between Süd-West-Kreditbank Finanzierung GmbH (SWK) and individuals located in Germany and brokered by auxmoney GmbH (auxmoney) via its online lending platform. KEY RATING DRIVERS Reduced but Large Loss Expectations: Some of auxmoney's customers are higher-risk than those targeted by traditional lenders of German unsecured consumer loans. Fitch determined the credit score calculated by auxmoney as the key asset performance driver. Fitch assumes a lower weighted average (WA) default base case of 11.6% compared with 13.8% in the predecessor deal. This reflects a portfolio composition that is more skewed to better-score loans, as well as reflecting credit performance in the auxmoney book and predecessor transactions. Fitch applied a below-the-range WA default multiple of 3.8x at 'AAAsf' for the total portfolio. Fitch assumed a recovery base case of 33% and a recovery haircut of 55% at 'AAAsf'. The resulting loss rates are the largest among Fitch-rated German unsecured loans transactions. Transaction Structure Adds Risk: The transaction features both, pro-rata amortisation among the rated notes and a 12-month revolving period. Both are subject to performance triggers, of which Fitch deems the principal deficiency ledger (PDL) triggers the most effective. Replenishment adds some uncertainty to asset performance, which has been reflected in its asset assumptions. The pro-rata amortisation can lengthen the life of the senior notes and expose it to adverse developments towards the end of transaction life. This has been accounted for in its cash flow modelling. Hedging Structure Exposed to Mismatches: Interest-rate risk is hedged using a vanilla interest rate swap with a fixed schedule, whereas the predecessor deal used an interest-rate cap. The actual outstanding amount of the portfolio and the hedged notes can differ substantially from the fixed schedule, depending on default rates, prepayments and the actual length of the revolving period. High defaults in combination with high prepayments expose the structure to over hedging, which reduces excess spread in a decreasing rate environment. Bespoke Operational and Servicing Setup: CreditConnect GmbH, a subsidiary of auxmoney, is the servicer, but some of the servicing duties are performed by SWK. Unlike in the first two Fortuna deals, but in line with the predecessor transaction, no back-up servicer was appointed at closing. Nonetheless, Fitch believes that the current set-up and the split of responsibilities between the two entities sufficiently reduce the servicing continuity risk. Payment interruption risk is reduced by a liquidity reserve, which covers more than three months of senior expenses and interest on the class A to F notes. auxmoney operates a data- and technology-driven lending platform that connects borrowers and investors on a fully-digitalised basis. Fitch conducted an operational review during which auxmoney showed a robust corporate governance and risk approach. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The ratings may be negatively affected if defaults and losses are larger and significantly more front- or back-loaded depending on the notes and respective stress scenarios. The class F notes' rating is particularly vulnerable to an early end of the revolving period resulting in an over hedge of the interest-rate exposure. Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E/F) Increase default rate by 10%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B-sf' Increase default rate by 25%: 'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'B+sf'/'CCCsf' Increase default rate by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'CCCsf'/'NRsf' Expected impact on the notes' ratings of decreased recoveries (class A/B/C/D/E/F) Reduce recovery rates by 10%: 'AAAsf'/'AAsf'/'A-sf'/'BBB-sf'/'BBsf'/'B+sf' Reduce recovery rates by 25%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf' Reduce recovery rates by 50%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BB+sf'/'BBsf'/'CCCsf' Expected impact on the notes' ratings of increased defaults and decreased recoveries (class A/B/C/D/E/F) Increase default rates by 10% and decrease recovery rates by 10%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B-sf' Increase default rates by 25% and decrease recovery rates by 25%: 'AAsf'/'Asf'/'BBB-sf'/'BB+sf'/'B-sf'/'NRsf' Increase default rates by 50% and decrease recovery rates by 50%: 'Asf'/'BBB+sf'/'BB+sf'/'Bsf'/'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The ratings may be positively affected if CE ratios increase as the transaction deleverages and/ or losses are smaller than assumed. Expected impact on the notes' ratings of decreased defaults and increased recoveries (class A/B/C/D/E/F) Decrease default rates by 10% and increase recovery rates by 10%: 'AAAsf'/'AA+sf'/'Asf'/'BBB+sf'/'BB+sf'/'BBsf' Decrease default rates by 25% and increase recovery rates by 25%: 'AAAsf'/'AAAsf'/'AA-sf'/'Asf'/'BBBsf'/'BB+sf' 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. ========= I T A L Y ========= FIBER BIDCO: Fitch Affirms 'B+(EXP)' Rating on EUR665MM Notes ------------------------------------------------------------- Fitch Ratings has assigned Fiber Bidco S.p.A. 's (Fedrigoni) EUR665 million planned senior secured floating-rate notes (FRNs) an expected rating of 'BB-(EXP)' with a Recovery Rating of 'RR3' following the company's announced upcoming partial refinancing of its capital structure. The senior secured rating is predicated on full repayment of its existing about EUR735 million senior secured FRNs with the proceeds of the new notes and cash. The new notes will rank equally with its existing about EUR365 million senior secured fixed-rate notes and its revolving credit facility (RCF), which will increase to about EUR180 million as part of the refinancing. The assignment of the final rating is contingent on completing the transaction in line with the terms already presented. Fedriogoni's 'B+' Long-Term Issuer Default Rating (IDR), which has been affirmed, balances the group's solid business profile and sound profitability with high leverage and expected modest deleveraging in 2024-2026. The Stable Outlook on its IDR mainly reflects expected improving operating profitability, which will support its leverage profile and interest coverage in the medium term. KEY RATING DRIVERS Improving Operating Profitability: Fitch expects annual increases in Fedrigoni's Fitch-defined EBITDA margin to about 13.5% in 2026, following fairly stable levels in 2023-2024 (with a reduction in 2024 largely reflecting a sale and leaseback (S&L) transaction). Fitch forecasts revenue growth of about 7% in 2024 and about 11%-12% in 2025-2026 on organic growth and revenue contribution from assumed bolt-on acquisitions. Fitch forecasts EBITDA margin in 2024-2026 to improve by just over 1pp given a gradual shift in the business mix towards more profitable niches (eg premium fillers, luxury packaging, wine labels) and further savings from procurement and manufacturing initiatives. Broadly Stable EBITDA for 2024: In 2023, the group's Fitch-defined absolute EBITDA generation was constrained by general destocking across the entire value chain leading to declining sales volumes. Fitch expects broadly stable absolute EBITDA in 2024 as the assumed revenue increase driven by volume recovery and further progress in cost efficiencies will be offset by about a 1pp adverse impact from the S&L transaction on Fitch-defined EBITDA margin. Rating Limited by Leverage: The rating remains constrained to the high 'B' category by high gross leverage and expected modest deleveraging. Fitch estimates temporarily high EBITDA gross leverage at around 5.9x-6.1x in 2023-2024 due to subdued operating profitability limiting rating headroom. Fitch expects gradual deleveraging towards around 4.6x by end-2026, mainly on the back of solid revenue growth and improving margins. Fitch expects the proposed partial refinancing to extend the group's maturity profile and lower the cost of financing, but with a broadly neutral impact on the Fitch-defined total debt quantum. Fitch expects broadly stable total debt of about EUR1.5 billion-EUR1.6 billion in 2023-2026. Fitch assumes that about EUR265 million total gross proceeds from the S&L transaction will mainly be deployed for organic and inorganic investments. Weak but Improving Interest Coverage: Fitch estimates temporarily weak EBITDA interest coverage of 1.7x-1.9x in 2023-2024, due to subdued operating profitability and higher interest rates. Fitch expects the metric to gradually improve towards 2.6x by 2026 on the partial debt refinancing and moderating interest rates leading to lower average cost of financing as well as projected strong EBITDA growth in 2025 and 2026. Solid Business Profile: Fedrigoni's business profile is underpinned by its strong positions in growing premium niche markets. This is complemented by both sound end-market and customer diversification with significant exposure to fairly resilient end-markets in food and beverage, household goods, pharma and personal care. Other strengths are the breadth and quality of its product range, well-established relations with leading luxury brands, sound record of cost pass-through, a high share of tailor-made products and an efficient distribution network. Strong Market Position: Fedrigoni is one of the market leaders in growing premium niches. Within the self-adhesives segment, it is the third-largest manufacturer of pressure-sensitive labels globally, and in particular a leader in the wine end-market. In luxury packaging, Fedrigoni is the global market leader in rigid cartons and shopping bags with a growing foothold in the folding boxes segment. However, the group's key target markets are fragmented and competitive with moderate barriers to entry. Highly Acquisitive Growth Strategy: Fitch expects the group to continue to pursue an M&A-driven growth strategy, which bears execution risks. For 2024-2026, Fitch expects the group to spend around EUR125 million annually on acquisitions. Execution risk is mitigated by the group's successful integration record and prudent policy of acquiring high-quality companies with a strong return on capital and at sensible valuations. Its M&A pipeline, deal parameters and post-merger integration are important rating drivers. DERIVATION SUMMARY Fedrigoni is a specialty paper and packaging producer, which is smaller in scale than Fitch-rated peers such as Stora Enso Oyj (BBB-/Stable) and Smurfit Kappa Group plc (BBB-/RWP). Fitch views Fedrigoni's business profile as modestly stronger than that of recycled paperboard producer, Reno de Medici S.p.A. (RDM; B+/Stable), mainly due to stronger product and geographic diversification. Fitch views Fedrigoni's financial profile as weaker than RDM's due to its higher expected leverage and weaker coverage. Both companies have sound profitability with expected positive free cash flow (FCF) generation and moderate operating profitability. KEY ASSUMPTIONS Its Key Assumptions Within Its Rating Case for the Issuer: - Revenue of around EUR1.9 billion in 2023. Organic revenue to grow by mid-single digits in 2024-2026 - Average annual M&A spend of around EUR125 million in 2024-2026 (no guidance from the group) - About EUR140 million net cash proceeds from the S&L transaction in 2024 (remainder already received in 2023) - Fitch-defined EBITDA margin of 13.2% in 2023, 12.4% in 2024 (including about 1.1pp adverse impact of the S&L transaction), and then gradually increasing to 13.5% by 2026 - Working capital inflow of about 2% of revenue in 2023, broadly neutral in 2024 and about 0.5% working capital outflow in 2025-2026 - Capex at 2.3% of revenue in 2023, and 3.2%-3.5% in 2024-2026 - Proportionate consolidation of Tageos, reflecting Fedrigoni's long-term strategic interest in the company - No dividends to 2026 RECOVERY ANALYSIS The recovery analysis assumes that Fedrigoni would be considered a going-concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated, given its strong market position and customer relationships. Fitch has assumed a 10% administrative claim. The group's GC EBITDA estimate of EUR220 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the group's enterprise valuation (EV). The GC EBITDA reflects intense market competition resulting in subdued operating profitability. Fitch used a 5.5x EBITDA multiple, reflecting the group's strong position in growing premium niche markets, established customer relationships and a well-developed own distribution network. Its multiple is in line with those of RDM, Titan Holding II B.V. and Ardagh Group S.A. Fitch assumed that the group's post-refinancing debt structure comprises its EUR665 million new FRNs, existing EUR365 million fixed-rate notes, an upsized about EUR180 million RCF (assumed fully drawn), about EUR340 million non-recourse factoring (the highest drawn amount in LTM to 3Q23), around EUR87million other debt (including modest debt at Tageos assuming proportionate consolidation) and an EUR90 million unsecured government loan. Based on the partial refinancing, its waterfall analysis generates a ranked recovery for the senior secured noteholders in the 'RR3' category, leading to a 'BB-(EXP)' rating for the proposed EUR665 million new senior notes. The waterfall-generated recovery computation output percentage is 61%. Under the current capital structure prior to the partial refinancing, the debt structure comprises EUR735 million existing FRNs, EUR365 million fixed-rate notes, an EUR150 million RCF (assumed fully drawn), about EUR340 million non-recourse factoring (the highest drawn amount in LTM to 3Q23), around EUR128 million other debt (including modest debt at Tageos assuming proportionate consolidation) and an EUR90 million unsecured government loan. Based on the existing capital structure, its waterfall analysis generates a ranked recovery for the senior secured noteholders in the 'RR3' category, leading to a 'BB-' instrument rating. The waterfall-generated recovery computation output percentage is 55%. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - EBITDA gross leverage below 4.5x on a sustained basis - FCF margins above 3% on a sustained basis Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - EBITDA gross leverage above 6.0x on a sustained basis - EBITDA interest coverage below 2.0x on a sustained basis - Inability to generate positive FCF on a sustained basis - Problems with integration of acquisitions or increased debt funding LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: The partial refinancing will improve the group's liquidity profile by extending the debt maturity profile, reducing the average cost of financing and generating cash proceeds from the S&L transaction. Fitch expects Fedrigoni's liquidity at the closing of the notes issuance to mainly consist of about EUR0.4 billion of readily available cash and with access to an upsized about EUR180 million undrawn RCF due 2027. Fitch expects positive FCF generation over the next four years. No Material Maturities Near Term: The group has no significant short-term debt maturities (apart from an overdraft and non-recourse factoring) as the debt structure is dominated by long-dated senior secured notes and the new government loan. Fitch assumes full repayment of its existing about EUR735 million senior secured FRNs due 2027 with the proceeds of the new notes due 2030 and cash. The group's EUR365 million fixed-rates notes are due in 2027. ISSUER PROFILE Fedrigoni is an Italian leading producer of specialty paper and self-adhesive labels operating in over 130 countries. ESG CONSIDERATIONS Fedrigoni has an ESG Relevance Score of '4[+]' for Exposure to Social Impacts due to consumer preference shift to more sustainable packaging solutions such as paper packaging, 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 Recovery Prior ----------- ------ -------- ----- Fiber Bidco S.p.A. LT IDR B+ Affirmed B+ senior secured LT BB-(EXP)Expected Rating RR3 senior secured LT BB- Affirmed RR3 BB- =================== L U X E M B O U R G =================== ARRIVAL: Ordinary General Meeting Set for Jan. 22 ------------------------------------------------- Arrival disclosed in a Form 6-K Report filed with the U.S. Securities and Exchange Commission that the Company will have its Ordinary General Meeting ("OGM") planned for January 22, 2024. The Meeting shall have the following agenda: * Special report on the relevant conflict of interests of each of the directors of the Company in accordance with article 17 of the articles of association of the Company and article 441-7 of the Luxembourg law on dated 10 August 1915 commercial companies, as amended (the "Law") with respect to the directors' respective indemnitee agreements entered into with the Company (non voting item). * To approve and confirm the following appointments by the board of directors of the Company: (1) The appointment of Maxim Krasnykh as class A director of the Company in replacement of Yun Seong Hwang made on 25 May 2023 for a period ending at the annual general meeting which will approve the annual accounts for the period ending on 31 December 2024 and corresponding to the remainder of the duration of the mandate of Yun Seong Hwang; (2) The appointment of Igor Torgov as class C director of the Company in replacement of Alain Kinsch made on 31 July 2023 for a period ending at the annual general meeting which will approve the annual accounts for the period ending on 31 December 2023 and corresponding to the remainder of the duration of the mandate of Alain Kinsch; (3) The appointment of Alexandre Zyngier as class C director of the Company in replacement of Tawni Lynn Cranz made on 21 September 2023 for a period ending at the annual general meeting which will approve the annual accounts for the period ending on 31 December 2023 and corresponding to the remainder of the duration of the mandate of Tawni Lynn Cranz; (4) The appointment of Julian Nemirovsky as class C director of the Company in replacement of Igor Torgov made on 16 November 2023 for a period ending at the annual general meeting which will approve the annual accounts for the period ending on 31 December 2023 and corresponding to the remainder of the duration of the mandate of Igor Torgov; in each case, in accordance with article 441-2 of the Law (voting item). * To re-appoint Rexford Tibbens as class B director of the Company for a period ending at the annual general meeting which will approve the annual accounts for the period ending on 31 December 2025 (voting item). About Arrival Arrival's mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free from fossil fuel vehicles. Arrival's in-house technologies enable a unique approach to producing vehicles using rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a joint stock company governed by Luxembourg law. The Company reported a loss of EUR1.10 billion in 2021, a loss of EUR83.22 million in 2020, and a loss of EUR48.10 million in 2019. Arrival filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 20-F for the fiscal year ended Dec. 31, 2022. The Company will not, without unreasonable effort and expense, be able to file its Form 20-F within the prescribed time period as the Company requires additional time to compile the necessary disclosure and financial information to complete the Form 20-F filing, including management's assessment of the Company's internal control over financial reporting as of Dec. 31, 2022. Such delay results in part from the diversion of the attention of management and other personnel responsible for the preparation of the Form 20-F to fundraising and business combination transactions. As a result of the Company's delay, KPMG LLP, the Company's independent registered public accounting firm, will also need additional timet o complete its audit procedures. ========= S P A I N ========= BANCAJA 9: Fitch Affirms CC Rating on Series E Notes ---------------------------------------------------- Fitch Ratings has affirmed three Bancaja RMBS transactions. Entity/Debt Rating Prior ----------- ------ ----- Bancaja 8, FTA Class A ES0312887005 LT AAAsf Affirmed AAAsf Class B ES0312887013 LT AAAsf Affirmed AAAsf Class C ES0312887021 LT AAAsf Affirmed AAAsf Class D ES0312887039 LT BBB+sf Affirmed BBB+sf Bancaja 9, FTA Series A2 ES0312888011 LT AAAsf Affirmed AAAsf Series B ES0312888029 LT AAAsf Affirmed AAAsf Series C ES0312888037 LT AAsf Affirmed AAsf Series D ES0312888045 LT BB+sf Affirmed BB+sf Series E ES0312888052 LT CCsf Affirmed CCsf Bancaja 13, FTA Class A ES0312847009 LT A+sf Affirmed A+sf TRANSACTION SUMMARY The transactions comprise fully amortising Spanish residential mortgages serviced by Caixabank, S.A. (BBB+/Stable/F2). KEY RATING DRIVERS Stable Asset Performance Outlook: The rating actions reflect its broadly stable asset performance expectations for the transactions, in line with the stable outlook for the Spanish housing sector for the next few years (see "Global Housing and Mortgage Outlook 2024", as of December 2023). The transactions continue to see a low share of loans in arrears over 90 days (ranging between 0.7% and 1.3% as of the latest reporting dates), are protected by substantial seasoning of over 16 years, and carry low current loan-to-value (CLTV) ratios of between 30% and 53%. Tail Risk Present: Bancaja 8 and Bancaja 9 are exposed to tail risk events given their low portfolio balances at only around 9% and 13% of the initial portfolio balances as of November and December 2023, respectively. Sufficient Credit Enhancement: Fitch deems the notes sufficiently protected by credit enhancement (CE) against projected losses at their current ratings. While Fitch expects CE to continue building up for Bancaja 8 and 13 with their notes' ongoing sequential amortisation, CE ratios will fall in the near term for Bancaja 9. This is because the reserve fund in the latter has recently hit its target and may soon be permitted to amortise to its absolute floor. Moreover, Bancaja 9 may see temporary CE reductions in the near term for the most senior classes due to the reverse sequential amortisation of the notes so long as the portfolio performance triggers are satisfied in accordance with the pro-rata amortisation formula. Portfolio Risky Attributes: The portfolios are exposed to geographical concentration risk mainly in the region of Valencia (between 43% and 54% of portfolio balance). In line with Fitch's European RMBS Rating Criteria, higher rating multiples are applied to the base foreclosure frequency (FF) assumption to the portion of the portfolios that exceeds 2.5x the population share of this region relative to the national count. Additionally, around 50% of each portfolio is linked to loans originated via brokers, which are higher-risk than branch-originated loans and are subject to an FF adjustment factor of 1.5x. Criteria Variation Suspended (Bancaja 9): For Bancaja 9, Fitch has suspended the application of the criteria variation linked to a haircut to the ResiGlobal estimated recovery rates on future defaults, reflecting its view that recoveries will be supported by the very low CLTV of the portfolio of around 30%, the comparable record of Bancaja 9 versus peers' in cumulative recoveries, and its stable outlook for the Spanish housing sector for the next years. Counterparty Risk Cap Ratings: Bancaja 13's class A notes' rating is at its maximum achievable level of 'A+sf' due to documented counterparty provisions. The minimum eligibility rating contractually defined for the transaction account bank (TAB) is 'BBB', which is insufficient to support 'AAsf' category or 'AAAsf' ratings as per Fitch's Structured Finance and Covered Bonds Counterparty Rating Criteria. The Environmental, Social and Governance (ESG) Relevance Score for Bancaja 13 is '5' in relation to transaction parties & operational risk, following a change in its TAB eligibility triggers during the life of the transaction with a material impact to the ratings. The initially defined eligibility triggers of 'A' of 'F1' as of closing date were modified to 'BBB+' or 'F2' in March 2012 and to 'BBB' in March 2021. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade For notes rated 'AAAsf', a downgrade of Spain's Long-Term Issuer Default Rating (IDR) could decrease the maximum achievable rating for Spanish structured finance transactions. This is because the notes are capped at the maximum achievable rating in Spain, six notches above the sovereign IDR. Long-term asset performance deterioration such as increased delinquencies or larger defaults, which could be driven by changes to macroeconomic conditions, interest rate increases or borrower behaviour. For instance, a 15% increase in defaults and a 15% decrease in recoveries combined would lead to a downgrade of four notches and no more than one notch to the class D notes of Bancaja 8 and 9, respectively. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade For ratings below 'AAAsf', upgrades may result from increased CE as the transactions deleverage to fully compensate for the credit losses and cash flow stresses that are commensurate with higher ratings. For Bancaja 13 class A notes, modified TAB's minimum eligibility ratings that are compatible with 'AAsf' and 'AAAsf' ratings may result in upgrades. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. Fitch has not reviewed the results of any third- party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' initial closing. The subsequent performance of the transactions over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG CONSIDERATIONS The ESG Relevance Score for Bancaja 13 is '5' in relation to transaction parties & operational risk. The TAB eligibility triggers have been changed during the life of the transaction with a material impact to the ratings; the initially defined eligibility triggers of 'A' of 'F1' as of closing date were modified to 'BBB+' or 'F2' in March 2012 and to 'BBB' in March 2021. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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 of the materiality and relevance of ESG factors in the rating decision. =========== T U R K E Y =========== TURK EKONOMI: Fitch Assigns CCC+(EXP) Rating on Tier 2 Notes ------------------------------------------------------------ Fitch Ratings has assigned Turk Ekonomi Bankasi A.S.'s (TEB) planned issue of Basel III-compliant Tier 2 capital notes an expected rating of 'CCC+(EXP)'. The Recovery Rating is 'RR5'. The size of the issue is not yet determined. The final rating is subject to the receipt of the final documentation conforming to information already received by Fitch. The notes qualify as Basel III-compliant Tier 2 instruments and contain contractual loss absorption features, which can be triggered at the point of non-viability. According to the draft terms, the notes are subject to permanent partial or full write-down on the occurrence of a non-viability event (NVE). Equity conversion is not part of the terms. The notes have an expected 10-year maturity and a call option after five years. KEY RATING DRIVERS The notes are rated one notch below TEB's Long-Term Foreign Currency (LTFC) Issuer Default Rating (IDR) of 'B-' in accordance with Fitch's Bank Rating Criteria. The one notch for loss severity, rather than its baseline two notches, reflects Fitch's view of below-average recovery prospects for the notes in an NVE. This reflects its view that shareholder support from BNP Paribas S.A. (BNPP; A+/Stable) could help mitigate losses, and incorporates the cap on the bank's LTFC IDR at 'B-' due to its view of government intervention risk. The anchor rating of TEB's LTFC IDR reflects its view that BNPP, the parent of TEB, would likely seek to restore TEB's solvency without imposing losses on subordinated creditors. It also reflects the likelihood that a TEB default would be driven by some form of transfer and convertibility restrictions, rather than a loss of solvency or liquidity. TEB's LTFC IDR is driven by shareholder support from its higher rated parent, BNPP, and underpinned by its Viability Rating of 'b-'. Fitch uses the LTFC IDR as the anchor rating for the certificates as Fitch believes that potential extraordinary shareholder support is likely to flow through to the bank's subordinated debt holders. Its view of support is based on TEB's strategic importance to, and integration and role within, the wider BNPP group and its small size relative to BNPP's ability to provide support. Fitch has not applied any notches for incremental non-performance risk, as the agency believes that write-down of the notes will only occur once an NVE is triggered and there is no coupon flexibility prior to non-viability and as the notes do not incorporate going-concern loss-absorption features. The notes' 'RR5' Recovery Rating reflects below-average recovery prospects in a default. An NVE is triggered when the bank has incurred losses and has become, or is likely to become, non-viable as determined by the Banking and Regulatory Supervision Authority (BRSA). The bank will be deemed non-viable should it reach the point at which the BRSA determines its operating license is to be revoked and the bank liquidated, or the rights of TEB's shareholders (excluding dividends), and the management and supervision of the bank, are transferred to the Savings Deposit Insurance Fund (SDIF) on the condition that losses are deducted from the share capital of current shareholders. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade As the notes are notched down from TEB's shareholder support-driven LTFC IDR, their rating is sensitive to a downgrade of the IDR. The notes' rating is also sensitive to an unfavourable revision in Fitch's assessment of loss severity and incremental non-performance risk. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The notes' rating is sensitive to an upgrade of TEB's LTFC IDR. DATE OF RELEVANT COMMITTEE 21 December 2023 PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS TEB's IDRs are driven by shareholder support from its majority shareholder, BNPP. ESG Considerations TEB's ESG Relevance score for Management Strategy of '4' reflects increased regulatory intervention in the Turkish banking sector, which hinders the operational execution of management strategy, constrains management ability to determine strategy and price risk and creates an additional operational burden for the entity. This has a moderately negative credit impact on TEB's credit profile and is relevant to the rating in combination 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 ----------- ------ -------- Turk Ekonomi Bankasi A.S. Subordinated LT CCC+(EXP) Expected Rating RR5 =========================== U N I T E D K I N G D O M =========================== BOX LIMITED: Set to Go Into Administration ------------------------------------------ eTeknix reports that Box Limited, one of the biggest PC and tech retailers in the UK, has submitted an administration application. When Tactus bought them out last year for GBP100 million, it seemed like things were only on the up for Box, but according to eTeknix's sources, things are looking pretty bleak for the UK retailer. Firstly, Box may be owned by Tactus, but are currently being sued by their new owner for GBP18 million because they had allegedly over-inflated their value before they were bought out, eTeknix relates. Further sources have indicated to distributors of various hardware that "box is end of life" and that their insurance companies are recommending they do not send products to Box Limited, eTeknix discloses. COLUS LIMITED: Enters Administration, Owes More Than GBP1.3MM ------------------------------------------------------------- Business Sale reports that Colus Limited, a drainage and sewer specialist based in Enderby, fell into administration on January 8, with Joph Young and Conrad Beighton of Leonard Curtis appointed as joint administrators. The company, whose customers include Anglian Water, Severn Trent Water and Balfour Beatty, had filed a notice of intention to appoint administrators in December 2023, Business Sale relates. In its accounts covering the period from January 31 2022 to August 31 2022, Colus' fixed assets were valued at GBP2.2 million and current assets at slightly over GBP2 million, Business Sale discloses. However, the company owed significant amounts to creditors at the time, with its net liabilities amounting to more than GBP1.3 million, Business Sale notes. FLAMINGO GROUP: Fitch Affirms & Withdraws B Rating on Revolver Loan ------------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn Flamingo Group International Limited's (Flamingo) 'B'/'RR3' instrument ratings for its EUR15 million senior secured revolving credit facility (RCF). Its 'B-' Long-Term Issuer Default Rating with a Stable Outlook, and senior secured debt 'B'/'RR3' rating on its EUR237 million term loan B (TLB) are not affected by today's rating action. The 'B-' IDR reflects Flamingo's modest EBITDA in a highly fragmented agriculture-like floriculture market with a concentrated customer base and limited expected free cash flow (FCF) generation for 2023-2027. This is balanced by its low-cost production location and cost-optimisation measures supporting a durable profitability recovery amid expected consistent market growth post Covid-related demand volatility. The Stable Outlook reflects its expectation of gradual EBITDA expansion that will help turn FCF positive, albeit mildly, after 2024, which will be sufficient for business needs, and of leverage being sustained at or below 4.0x in the medium term. Fitch has chosen to withdraw the senior secured rating on the RCF for commercial reasons. KEY RATING DRIVERS High Inherent Business Risks: The rating reflects high inherent business risks of operating in the agriculture market. Fitch therefore assesses Flamingo's debt capacity as being fundamentally lower than the broader consumer products sector's. Flamingo's operating risk profile shares the characteristics of a crop breeder with long product cycles that are subject to varying crop productivity and climate event risk. It also has consumer product characteristics such as volume volatility driven by customer demand and changing preferences, and to a much lesser extent, price fluctuations. Complex Supply Chain: Fitch sees the complexity of the supply chain for cut flowers as a higher-risk operating factor. This is because Flamingo fulfils different functions along the value chain and is exposed to multiple third-party risks with producers, breeders, wholesalers and retailers. Meaningful Execution Risk: Fitch sees meaningful execution risk with Flamingo's strategy to regain sustainable profitability. While Fitch believes operational improvement through recouping cost inflation is achievable, with some turnaround actions already taken during 2023, Fitch sees more challenges with increasing the share of own grown products, especially in the highly competitive UK flower market. Intense competition is underlined by the recent loss of flower contracts, although these were partly mitigated by retention of non-flower contracts with the same account and an increased share of business with another longstanding key account. Fitch also sees inherent sector-specific uncertainty on yield output and cost control, which could lead to larger waste or production shortfalls, in turn affecting earnings and margins. UK Grocers Concentration: Flamingo's highly concentrated customer base has resulted in limited bargaining power for the company, especially in its core market, the UK. The UK represents above 70% of the company's revenues for flowers, plants and premium packed vegetable offering, with supermarkets accounting for most of its client base. While strong partnership and market share with major UK retailers have helped Flamingo drive volumes and gain support for their innovation, thin margins from supplying third-party products significantly weigh on its profitability. Third-party products make up about 65% of Flamingo's total volumes sold in the UK. Vertical Integration Supports Profitability: Most of Flamingo's EBITDA is derived from the sales of their own grown products. Its asset location, with lower-cost rose production and sizeable market share of the east African flower supply support the stronger margins of Flamingo's own-grown flowers and produce. Fitch therefore sees Flamingo's strategy to further increase its vertical integration as credit positive by supporting profitability improvement in the medium term. In addition, supplementary packed-at-source and transportation solutions such as sea freight also contribute to added value, enhancing profitability. Limited but Sufficient Liquidity: Flamingo's liquidity headroom is limited but sufficient for its business needs. The tight liquidity headroom is due to high business seasonality, expected mildly negative FCF generation in the next 18 month and the small RCF of EUR15 million from end-February 2024 following an amend-and-extend (A&E) transaction, which Fitch projects will remain partially drawn in 2024. However, the company's recent supply chain finance agreement with some customers is an additional source of liquidity given the importance of trading volumes with these accounts, and alleviating seasonal pressure on Flamingo's intra-year working-capital requirements. However, usage of this additional liquidity source depends on continued volumes with these specific customers and drawdowns can be limited, depending on invoice timing. Prospect of Positive FCF: Flamingo's ratings are contingent of FCF turning positive from 2025 on the back of organic EBITDA expansion. Consequently, persisting operational challenges leading to sustained negative FCF would put Flamingo's ratings under pressure. Deleveraging Capacity: Fitch projects EBITDA leverage will fall towards 4x in 2024 from its peak of 5.6x in 2022, as Flamingo restores some of its lost margins. Fitch views EBITDA leverage above 5.0x for this business and sector as high, which would make the next round of refinancing more challenging, as the company will be heavily reliant on debt market conditions at that time. DERIVATION SUMMARY The 'B-' IDR of Flamingo reflects its small scale and limited geographic and portfolio diversification, considerable seasonality, and susceptibility to weather conditions, all of which results in performance volatility. These weaknesses are balanced by conservative leverage, with leverage falling towards 4x in 2024. Dutch-based flower breeding and propagation company, Casper Debtco B.V., has tighter liquidity and higher leverage than Flamingo. However, it is more diversified geographically as well as in the number of crops covered in the cut flowers and plants segment. It is at the front end of the flower supply chain, covering breeding and propagation that commands a high importance in R&D and thus leading to a higher intangible value. However, it shares the operating risk of consumer product manufacturers, given its exposure to volume risk, driven by customer demand and changing consumer preferences. The higher rating of fully vertically integrated agro-industrial business Camposol Holding PLC (B/Negative) is supported by higher profitability, with Fitch's estimate of an EBITDA recovery towards USD100 million in 2023, and by its leading position in Peru. Camposol's Negative Outlook reflects its over-reliance on short-term debt and volatile performance due to climatic events. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Revenue to decrease 7% in 2023, reflecting mostly the loss of contracts in the UK grocer segment. This is followed by revenue growth of 2%-3% a year to 2027 - EBITDA margin to improve to 7.9% in 2023 from 7.2% in 2022, further to 9.4% in 2024 and towards 10% during 2025-2027 - Capex at around EUR20 million a year to 2027 - Trade working-capital outflow at around EUR4 million a year in 2023-2026 - Supply-chain finance agreement provided by some of Flamingo's clients estimated to be used by around GBP15 million in 2024, with continued small increases in annual utilisations. Fitch treats this financing as factoring in accordance with Fitch's criteria - Partial repayment of the RCF in 2024 of GBP10 million and full repayment in 2025 - No M&As to 2027 - Restricted cash of GBP10 million as minimum cash required for operating purposes RECOVERY ANALYSIS The recovery analysis assumes that Flamingo would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Its GC EBITDA assumption of GBP35 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the enterprise valuation (EV). This level reflects a loss of key customers, adverse contract changes, or climate-related events eroding yields at Flamingo's African farms. A multiple of 5.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganisation EV. The multiple is in the mid-range for the sector and is supported by modest but stable long-term growth prospects for the floriculture sector, and by the company's asset location in east Africa underpinning its strong market position as an European importer of roses. This is in line with the multiples used for Casper Debtco B.V., and the Peruvian-based Camposol. Fitch assumes the local operating company debt of around GBP8 million is structurally prior-ranking, followed by the senior secured TLB and RCF, the latter two ranking equally among themselves. In addition, Fitch has included GBP30 million of supply-chain finance provided by some of Flamingo's clients, which Fitch views as the average amount available and treat as factoring. Fitch assumes this facility would remain partly available during and post-distress, given an expected drastic reduction in contract size in the event of financial distress. Based on these assumptions, its waterfall analysis generates a ranked recovery for the senior secured debt in the Recovery Rating 'RR3' band, leading to a senior secured rating of 'B' with a waterfall-generated recovery computation of 64%. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Well-executed business strategy supporting EBITDA at or above GBP60 million with margins around 10% on a sustained basis - Positive FCF margins towards low-to-mid single digits - Liquidity headroom of GBP30 million including internal cash generation and committed external financing lines (excluding GBP10 million as restricted) - EBITDA leverage sustained below 4x - EBITDA interest cover sustained above 2.5x Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Deteriorating liquidity that leads to additional cash requirements to fund operations - Operational challenges leading to declining EBITDA margins - Negative FCF - EBITDA leverage consistently above 5.5x - EBITDA interest cover sustained below 2.0x LIQUIDITY AND DEBT STRUCTURE Limited Liquidity: Fitch estimates a freely available cash balance of GBP18 million at end-2023 (after restricting GBP10 million for ongoing operational needs, which Fitch assumes will not be available for debt service). Fitch expects liquidity to be affected by temporarily reduced profitability, high interest payments and increased capex needs that would lead to mildly negative FCF generation in the next 18 months. In addition, Fitch estimates the RCF to have been drawn by GBP15 million at end-2023. The company has access to the supply-chain finance agreement provided by certain clients, supporting its liquidity needs, but it is subject to continued volumes with these accounts. The A&E has extended Flamingo's debt maturities to August 2027 for its RCF and August 2028 for its TLB. ESG CONSIDERATIONS Flamingo has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to the influence of climate change and extreme weather conditions on its assets, productivity and operating performance, which 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 Prior ----------- ------ -------- ----- Flamingo Group International Limited senior secured LT WD Withdrawn B senior secured LT B Affirmed RR3 B KENHAM BUILDING: Collapses Into Administration ---------------------------------------------- Business Sale reports that Kenham Building Limited, a London-based construction business focusing on the construction of domestic buildings, fell into administration on Jan. 9, with Chris Farrington and Cameron Gunn of ReSolve Advisory appointed as joint administrators. According to Business Sale, in the company's accounts for the year ending December 31, 2022, its total assets were valued at more than GBP3.1 million, with debts meaning that its total equity amounted to slightly over GBP1.1 million. ML2024 LIMITED: Falls Into Administration ----------------------------------------- Business Sale reports that ML2024 Limited, formerly Milspeed Limited, an extrusion coating and plastic waste reprocessing specialist with location in Banbury and Bourton on the Water, fell into administration on January 11, with Ross Connock and Edward Williams of PwC appointed as joint administrators. According to Business Sale, in the company's most recent accounts at Companies House, for the year ending December 31, 2021, its turnover stood at close to GBP8.9 million, up from GBP7.8 million a year earlier, while its operating profit was close to GBP370,000, compared to a GBP277,760 operating loss in 2020. At the time, the company's net assets were valued at GBP2.6 million, Business Sale discloses. TRUSKO LIMITED: Goes Into Administration ---------------------------------------- Business Sale reports that Trusko Limited is a Chelmsford-based construction firm that worked on the development of building projects involving commercial buildings. David Kemp and Richard Hunt were appointed as joint administrators on Jan. 8, Business Sale relates. According to Business Sale, in the company's accounts covering the period from November 1 2021 to March 31 2023, its total assets were valued at more than GBP1.3 million. However, at the time, the company's debts left it with net liabilities of close to GBP800,000. =============== X X X X X X X X =============== [*] BOOK REVIEW: Taking Charge ------------------------------ Taking Charge: Management Guide to Troubled Companies and Turnarounds Author: John O. Whitney Publisher: Beard Books Softcover: 283 Pages List Price: $34.95 Order a copy today at: http://beardbooks.com/beardbooks/taking_charge.html Review by Susan Pannell Remember when Lee Iacocca was practically a national hero? He won celebrity status by taking charge at a company so universally known as troubled that humor columnists joked their kids grew up thinking the corporate name was "Ayling Chrysler." Whatever else Iacocca may have been, he was a leader, and leadership is crucial to a successful turnaround, maintains the author. Mediagenic names merit only passing references in Whitney's book, however. The author's own considerable experience as a turnaround pro has given him more than sufficient perspective and acumen to guide managers through successful turnarounds without resorting to name-dropping. While Whitney states that he "share[s] no personal war stories" in this book, it was, nonetheless, written from inside the "shoes, skin, and skull of a turnaround leader." That sense of immediacy, of urgency and intensity, makes Taking Charge compelling reading even for the executive who feels he or she has already mastered the literature of turnarounds. Whitney divides the work into two parts. Part I is succinctly entitled "Survival," and sets out the rules for taking charge within the crucial first 120 days. "The leader rarely succeeds who is not clearly in charge by the end of his fourth month," Whitney notes. Cash budgeting, the mainstay of a successful turnaround, is given attention in almost every chapter. Woe to the inexperienced manager who views accounts receivable management as "an arcane activity 'handled over in accounting.'" Whitney sets out 50 questions concerning AR that the leader must deal with -- not academic exercises, but requirements for survival. Other internal sources for cash, including judiciously managed accounts payable and inventory, asset restructuring, and expense cuts, are discussed. External sources of cash, among them banks, asset lenders, and venture capital funds; factoring receivables; and the use of trust receipts and field warehousing, are handled in detail. Although cash, cash, and more cash is the drumbeat of Part I, Whitney does not slight other subjects requiring attention. Two chapters, for example, help the turnaround manager assess how the company got into the mess in the first place, and develop strategies for getting out of it. The critical subject of cash continues to resonate throughout Part II, "Profit and Growth," although here the turnaround leader consolidates his gains and looks ahead as the turnaround matures. New financial, new organizational, and new marketing arrangements are laid out in detail. Whitney also provides a checklist for the leader to use in brainstorming strategic options for the future. Whitney's underlying theme -- that a successful business requires personal leadership as well as bricks and mortar, money and machinery -- is summed up in a concluding chapter that analyzes the qualities that make a leader. His advice is as relevant in this 1999 reprint edition as it was in 1987 when first published. John O. Whitney had a long and distinguished career in academia and industry. He served as the Lead Director of Church and Dwight Co., Inc. and on the Advisory Board of Newsbank Corp. He was Professor of Management and Executive Director of the Deming Center for Quality Management at Columbia Business School, which he joined in 1986. He died in 2013. ********* 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 2024. 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 * * *