/raid1/www/Hosts/bankrupt/TCREUR_Public/240730.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
Tuesday, July 30, 2024, Vol. 25, No. 152
Headlines
F R A N C E
ATOS SE: S&P Cuts ICR to 'SD' After Filing for Safeguard Proceeding
G E R M A N Y
STANDARD PROFIL: S&P Affirms 'CCC+' ICR, Outlook Stable
I R E L A N D
AVOCA CLO XV: Fitch Affirms 'B+sf' Rating on Class F-R Notes
AVOCA CLO XXI: Fitch Hikes Rating on Class F Notes to 'B+sf'
BILBAO CLO I: Fitch Alters Outlook on 'B+sf' Rating to Stable
CAPITAL FOUR IV: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
CONTEGO CLO VI: Fitch Hikes Rating on Class F-R Debts to 'Bsf'
ICG EURO 2024-1: S&P Assigns B- (sf) Rating to Class F-2 Notes
INVESCO EURO VIII: Moody's Ups Rating on EUR11.4MM F Notes to B2
I T A L Y
EMERALD ITALY 2019: Fitch Lowers Rating on Class B Notes to 'B-sf'
K A Z A K H S T A N
RG BRANDS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
N E T H E R L A N D S
CELESTE BIDCO: EUR125MM Loan Add-on No Impact on Moody's 'B3' CFR
R U S S I A
TURON BANK: S&P Affirms 'B/B' Issuer Credit Ratings, Outlook Stable
T U R K E Y
EREGLI DEMIR: Fitch Puts B+ Final Rating to Sr. Unsecured Notes
RONESANS HOLDING: Fitch Puts First-Time 'B+' LT IDR, Outlook Stable
U N I T E D K I N G D O M
ASIMI FUNDING 2024-1: Moody's Assigns B2 Rating to Class E Notes
AXIS STUDIOS: Interpath's McAlinden & Jacobs Named Administrators
EQUITY RELEASE NO.5: Fitch Affirms 'BB+sf' Rating on Class C Notes
HUB BOX: Set to Continue Growth After Sale of Business, Assets
PHARMANOVIA BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
SELINA HOSPITALITY: Names Joint Administrators as Insolvency Looms
SIRANE LIMITED: Interpath's Pole & Grant Named Administrators
[*] Interpath Advisory Hits 26 Transactions in H1 2024
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F R A N C E
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ATOS SE: S&P Cuts ICR to 'SD' After Filing for Safeguard Proceeding
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S&P Global Ratings lowered its issuer credit rating on France-based
IT services group Atos SE to 'SD' from 'CCC-', and its ratings on
its senior unsecured notes to 'D' from 'CCC-'.
S&P said, "We expect to maintain the 'SD' rating until final
implementation of the restructuring plan, upon which we will review
the rating to incorporate the group's forward-looking credit
profile.
"The filing for accelerated safeguard proceedings will allow the
group to formally launch a debt restructuring and recapitalization
that we consider a distressed debt exchange and tantamount to a
default."
On July 23, a French court validated the opening of safeguard
procedures for Atos SE. This procedure triggers automatic stay
provisions on the associated financial debt instruments issued by
Atos SE and will allow the group to proceed to a reorganization of
its financial liabilities, comprising mainly a revolving credit
facility, the term loan A, and senior unsecured bonds. Under S&P
Global Ratings' criteria, this implies a selective default (SD),
because S&P understands the group remains current under its other
obligations, including local debt facilities and the EUR450 million
interim financing received to date during the conciliation
process.
Atos will now proceed to execute the proposed restructuring, which
entails the conversion of at least EUR2.9 billion of Atos' current
financial debt into common equity of the go-forward group, the
issuance of EUR1.500 billion-EUR1.675 billion of new senior secured
debt, and the reinstatement of EUR1.95 billion of existing debt
facilities with new terms and an extended maturity. The proposal
also includes a rights issue of up to EUR233 million, to be
subscribed by existing shareholders and/or lenders.
The group expects to complete its debt and capital restructuring by
January 2025. The group will put the final plan up for lender
approval in September, with final court ratification expected on
Oct. 15, 2024. If approved, the subsequent steps necessary to
implement the proposal are expected to take several months, as the
group will need to complete several operations including the rights
issue, the issuance of the new secured debt, and the partial
reinstatement of existing debt facilities, among others.
S&P said, "We expect to maintain our 'SD' determination until the
restructuring plan is complete. Upon final implementation of the
restructuring plan, we will review the rating to incorporate the
group's future business perimeter, capital structure, cash flow
prospects, and liquidity position."
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G E R M A N Y
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STANDARD PROFIL: S&P Affirms 'CCC+' ICR, Outlook Stable
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S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Germany-headquartered auto sealings producer Standard Profil
Automotive GmbH (Standard Profil) and issue level rating on its
senior secured notes.
The stable outlook reflects S&P's expectation that Standard Profil
will sustain an EBITDA margin of about 17% in the next 12 months,
an S&P Global Ratings-adjusted debt-to-EBITDA ratio in the
4.5x-5.0x range, alongside at least breakeven FOCF and stable
liquidity.
After two years of double-digit revenue growth, Standard Profil's
revenues will contract in 2024 due to the slowdown in BEV sales.
The company revised down its full-year 2024 revenue and EBITDA
guidance to EUR485 million from over EUR500 million and to EUR80
million from about EUR90 million, respectively. Standard Profil is
highly exposed to the current slowdown in BEV sales with about 57%
of its order book linked to such platforms as of March 31, 2024.
The lower BEV sales result in production call offs from automakers
and start of production delays on new car models, lowering the
company's revenue and fixed-cost absorption. S&P said, "We now
expect Standard Profil's revenue to decline by 2% in 2024 (or 5% if
including the EUR15 million one-off cost compensation linked to raw
materials inflation received in 2023) to EUR485 million, and to
gradually recover above EUR500 million in 2025. That said, we
expect Standard Profil's profitability will remain relatively
resilient thanks to stabilized raw material and energy prices as
well as further cost savings from its SPrint25 program. In our base
case, we anticipate Standard Profil's S&P Global Ratings-adjusted
EBITDA margin will slightly decline to 16.9% in 2024 from 17.3% in
2023 (19.7% if including the cost compensation) mainly because of
negative operating leverage effects. As a result of the lower
EBITDA prospects, we expect a moderate increase of the S&P Global
Ratings-adjusted debt-to-EBITDA ratio to about 4.5x-5.0x in 2024,
from a relatively moderate level of 3.8x at year-end 2023. In 2025,
we expect leverage to moderate to about 4.2x-4.7x on the back of
gradually improving EBITDA margins toward 17.2%-17.7% and 3%-5%
revenue growth."
S&P said, "We anticipate Standard Profil's slowing earnings growth
will constrain its FOCF and capacity to absorb higher interest
expense despite progress on working capital management and capex
discipline.We project the company will generate slightly positive
FOCF of EUR3 million-EUR5 million in 2024-2025, supported by lower
working capital and capex intensity. We anticipate a working
capital inflow of about EUR9 million (net of factoring effects)
this year from reduced inventory and improved receivables
collection, after outflows of about EUR10 million in 2023 and EUR19
million in 2022. We also estimate Standard Profil's capex-to-sales
ratio will stabilize at around 9% thanks to better-paced deliveries
and capacity investments compared with its 2021-2022 expansion
phase that led to high capex intensity of 12%-14%. However, we
believe this level remains elevated compared with peers and a
constraint to the group's FOCF as its EBITDA growth is slowing. In
addition, we estimate that a potential refinancing of the group's
EUR275 million secured notes, which pay a coupon of 6.25% and are
due April 2026, would likely affect its cash conversion.
Considering current interest rates and trading of the company's
notes, we estimate that a refinancing could increase the run rate
annual cash interest expense by at least EUR10 million from the
EUR30 million level we assume in our 2024-2025 base-case without a
refinancing transaction.
"Standard Profil's relatively modest liquidity buffer remains a
rating constraint. We continue to view the group's liquidity
position as less than adequate, constrained by our expectation of
slowing EBITDA growth and the short-term maturity of its revolving
credit facility (RCF) due April 2025, which we exclude from our
liquidity assessment as it is due in less than 12 months. We
estimate Standard Profil's liquidity sources-over-uses ratio to be
at about 1.0x for the 12 months started April 1, 2024, indicating a
modest cushion in case of further deterioration in market
conditions or operating performance. We also exclude potential
external support from its shareholder Actera Group, which was
provided during the course of 2023 through a EUR10 million equity
injection and total commitment of up to EUR25 million that expired
at year-end 2023. Nevertheless, we view the intervention track
record of Actera Group as a supportive factor for the rating
because we understand that Standard Profil could potentially get
further support, if needed. That said, setbacks in the company
achieving a timely refinancing of its EUR275 million secured notes,
which will become current in May 2025, would likely pressure its
liquidity and rating headroom.
"The stable outlook reflects our expectation that Standard Profil
will maintain adjusted EBITDA margins of close to 17% in the next
12 months, alongside at least breakeven FOCF and a stable liquidity
position, including a timely refinancing of its secured notes due
in April 2026."
Downside scenario
S&P could lower its ratings on Standard Profil if its adjusted FOCF
turns sustainably negative and weakens its liquidity position or if
it does not refinance its secured notes well ahead of maturity.
Upside scenario
S&P said, "We could raise our ratings on Standard Profil if its
profitability and cash conversion improve durably, translating in
FOCF capacity of about EUR5 million-EUR10 million, including in a
refinancing scenario, coupled with an improved liquidity position.
External funding or other cash inflows that lead to materially
stronger liquidity headroom could also prompt an upgrade if we
expect the company to maintain at least slightly positive FOCF,
including in a refinancing scenario."
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I R E L A N D
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AVOCA CLO XV: Fitch Affirms 'B+sf' Rating on Class F-R Notes
------------------------------------------------------------
Fitch Ratings has upgraded Avoca CLO XV DAC 's class B-1-R, B-2-R
and D-R notes and affirmed the others.
Entity/Debt Rating Prior
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Avoca CLO XV DAC
A-R XS1768030295 LT AAAsf Affirmed AAAsf
B-1-R XS1768030451 LT AAAsf Upgrade AA+sf
B-2-R XS1768030618 LT AAAsf Upgrade AA+sf
C-R XS1768030964 LT A+sf Affirmed A+sf
D-R XS1768031004 LT A-sf Upgrade BBB+sf
E-R XS1768031426 LT BB+sf Affirmed BB+sf
F-R XS1768031772 LT B+sf Affirmed B+sf
TRANSACTION SUMMARY
Avoca CLO XV DAC is a cash flow CLO. The underlying portfolio of
assets mainly consists of leveraged loans and is managed by KKR
Credit Advisors, Ltd. The deal exited its reinvestment period in
April 2022.
KEY RATING DRIVERS
Transaction Deleveraging: The transaction is outside its
reinvestment period and the class A-R notes have paid down by
around EUR47.5 million since the last review in October 2023,
leading to increased credit enhancement (CE) for the upgraded
tranches. Comfortable break-even default rate cushions support the
Stable Outlooks on the class A-R to F-R notes.
Losses Below Expected Case: The portfolio's credit quality remains
largely stable. The transaction has not reported any defaults and
the exposure to assets with a Fitch-derived rating of 'CCC+' and
below as reported by the trustee is 4.9%, versus a limit of 7.5%,
per the latest trustee report dated May 2024. The transaction is
below target par by 1%, but losses have been below its rating-case
expectations. The transaction has moderate refinancing risk with
1.5% and 15.9% of the portfolio maturing in 2025 and 2026,
respectively.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor of the current portfolio is 25.1.
High Recovery Expectations: Senior secured obligations comprise
97.5% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 62.3%.
Diversified Portfolio: The top 10 obligor concentration as
calculated by the trustee is 14.7%, which is below the limit of
21%, and the largest obligor is no more than its 1.0% limit of the
portfolio balance.
Reinvestment Criteria Met: The transaction exited its reinvestment
period in April 2022. However, the manager can reinvest unscheduled
principal proceeds and sale proceeds from credit-improved or
impaired obligations after the reinvestment period, subject to
compliance with the reinvestment criteria. The weighted average
life (WAL) test has been failing since November 2023 but the
manager has been able to maintain and improved the WAL, allowing
reinvestment according to the related reinvestment criteria.
Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio using the agency's collateral quality
matrix specified in the transaction documentation. Fitch also
applied a haircut of 1.5% to the WARR, as the calculation of the
WARR in the transaction documentation is not in line with the
agency's latest CLO Criteria.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Avoca CLO XV DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
AVOCA CLO XXI: Fitch Hikes Rating on Class F Notes to 'B+sf'
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Fitch Ratings has upgraded Avoca CLO XXI class B-1 to F notes and
affirmed the class A-1 and A-2 notes. The Outlooks are Stable.
Entity/Debt Rating Prior
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Avoca CLO XXI DAC
A-1 XS2126166722 LT AAAsf Affirmed AAAsf
A-2 XS2126167027 LT AAAsf Affirmed AAAsf
B-1 XS2126167373 LT AA+sf Upgrade AAsf
B-2 XS2126167530 LT AA+sf Upgrade AAsf
C XS2126167886 LT A+sf Upgrade Asf
D XS2126167969 LT BBB+sf Upgrade BBBsf
E XS2126168009 LT BB+sf Upgrade BBsf
F XS2126168421 LT B+sf Upgrade B-sf
TRANSACTION SUMMARY
The transaction is a cash flow CLO mostly comprising senior secured
obligations. It is actively managed by KKR Credit Advisors Ireland
and will exit its reinvestment period in October 2024.
KEY RATING DRIVERS
Good Asset Performance: Since its last review in September 2023,
the portfolio's performance has been stable. According to the
trustee report dated 31 May 2024, the transaction was passing all
of its collateral-quality and portfolio profile tests. The
transaction is currently 0.06% above par. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is 3.3%, according to the
trustee report, versus a limit of 7.5%. There are no reported
outstanding defaults in the portfolio.
Low Refinancing Risk: The notes are not vulnerable to near- and
medium-term refinancing risk due to the large default-rate cushions
for each class of notes and low near-term maturities, with 0.3% of
the assets in the portfolio maturing on or before 2025.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The WARF, as
calculated by Fitch under its latest criteria, is 25.4.
High Recovery Expectations: Senior secured obligations comprise
98.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 61.8%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 11.37%, and no obligor
represents more than 1.5% of the portfolio balance. The exposure to
the three-largest Fitch-defined industries is 31.58%, as calculated
by Fitch. The transaction includes two Fitch matrices corresponding
to top 10 obligor concentration limits at 15% and 23% and a minimum
and maximum fixed-rate asset limits to 0% and 10%, respectively.
Reinvesting Transaction: The manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations after the
transaction exits its reinvestment period in October 2024, subject
to compliance with the reinvestment criteria. Given the manager's
ability to reinvest, its analysis is based on a stressed portfolio
and tested the notes' achievable ratings across all Fitch test
matrices. Fitch has applied a haircut of 1.5% to the WARR as the
calculation of the WARR in the transaction documentation is not in
line with the agency's current CLO Criteria.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Avoca CLO XXI DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Avoca CLO XXI DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
BILBAO CLO I: Fitch Alters Outlook on 'B+sf' Rating to Stable
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Fitch Ratings has upgrade Bilbao CLO I DAC's class A-2A, A-2B, B
and C notes, affirmed the others, and revised the Outlook on the
class E notes to Stable from Negative.
Entity/Debt Rating Prior
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Bilbao CLO I DAC
A-1A XS1804146816 LT AAAsf Affirmed AAAsf
A-1B XS1804147111 LT AAAsf Affirmed AAAsf
A-1C XS1804148606 LT AAAsf Affirmed AAAsf
A-2A XS1804147467 LT AAAsf Upgrade AA+sf
A-2B XS1804147897 LT AAAsf Upgrade AA+sf
B XS1804148275 LT AA+sf Upgrade A+sf
C XS1804148515 LT A+sf Upgrade BBB+sf
D XS1804148788 LT BB+sf Affirmed BB+sf
E XS1804148861 LT B+sf Affirmed B+sf
TRANSACTION SUMMARY
Bilbao CLO I DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is managed by Guggenheim
Partners Europe Limited and exited its reinvestment period in
September 2022.
KEY RATING DRIVERS
Amortisation Increased Credit Enhancement: The transaction
continues to deleverage, with the class A-1A notes having paid down
by about EUR84.1 million and the class A-1B notes by about EUR12.2
million since the last review in October 2023. The amortisation has
resulted in increased credit enhancement across the structure and
the upgrades of the class A-2A, A-2B, B and C notes.
Par Erosion but Limited Losses: As of the June 2024 investor
report, the portfolio was below par by 0.65% (calculated as the
current par difference over the original target par) versus 0.45%
below par as of September 2023 investor report. Exposure to assets
with a Fitch-derived rating of 'CCC+' and below is 4.6%, according
to the trustee report as of 6 June 2024, versus a limit of 7.5%.
However, losses are smaller than its rating case assumptions.
High Recovery Expectations: Senior secured obligations comprise 97%
of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio was 60.2%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 21.7%, and no obligor
represents more than 3% of the portfolio balance. The exposure to
the three largest Fitch-defined industries is 36.6% as calculated
by the trustee. Fixed-rate assets currently are reported by the
trustee at 13.3 % of the portfolio balance, which is above the
maximum of 10%.
Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in September 2022, and the most senior notes
are deleveraging. The transaction is failing another rating
agency's weighted average rating factor test, so reinvestment is
restricted as it must be satisfied post-reinvestment period. Given
the manager's inability to reinvest, Fitch's analysis is based on
the current portfolio and notching the assets with Negative
Outlooks down by one notch.
Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.
Deviation from MIR: The class B notes are rated one notch below
their model-implied ratings (MIR). The deviation reflects limited
default-rate cushion at the MIRs under the Fitch-stressed portfolio
and uncertain macro-economic conditions.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Bilbao CLO I DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Bilbao CLO I DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
CAPITAL FOUR IV: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Capital Four CLO IV DAC reset notes
final ratings, as detailed below.
Entity/Debt Rating
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Capital Four CLO IV DAC
A-R XS2856817742 LT AAAsf New Rating
B-1-R XS2856817825 LT AAsf New Rating
B-2-R XS2856818047 LT AAsf New Rating
C-R XS2856818559 LT Asf New Rating
D-R XS2856818633 LT BBB-sf New Rating
E-R XS2856818716 LT BB-sf New Rating
F-R XS2856819011 LT B-sf New Rating
Subordinated Notes
XS2475585514 LT NRsf New Rating
TRANSACTION SUMMARY
Capital Four CLO IV DAC is a securitisation of mainly senior
secured loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. The note proceeds were used to
fund an identified portfolio with a target par of EUR350 million.
The portfolio is managed by Capital Four CLO Management II K/S and
Capital Four Management Fondsmæglerselskab A/S. The CLO envisages
a 4.5-year reinvestment period and a 7.5-year weighted average life
(WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.5.
Strong Recovery Expectation (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 61.8%
Diversified Portfolio (Positive): The transaction has two matrices
effective at closing corresponding to the 10 largest obligors at
20% of the portfolio balance and fixed-rate asset limits at 5% and
10%. It has also two forward matrices corresponding to the same top
10 obligors and fixed-rate asset limits, which will be effective
one-year post closing, provided that the collateral principal
amount (defaults at Fitch-calculated collateral value) will be at
least at the reinvestment target-par balance. The forward matrices
may not be applied, as long as the transaction is eligible for a
WAL test extension for 18 months since the issue date.
The transaction also includes various concentration limits,
including exposure to the three-largest (Fitch-defined) industries
in the portfolio at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines. The transaction could extend the WAL test by one year
on the date that is one year from closing, if the adjusted
collateral principal amount is at least at the reinvestment target
par and if the transaction is passing all its collateral quality
and the coverage tests.
Cash flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period, including the satisfaction of the
over-collateralisation test and Fitch 'CCC' limit, together with a
consistently decreasing WAL covenant. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during the stress period.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would result in downgrades of up to two
notches for the class B-R to E-R notes and to below 'B-sf' for the
class F-R notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class D-R to F-R notes display a
rating cushion of two notches and the class B-R and C-R notes of
one notch each.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches for the class A-R to D-R notes and to below 'B-sf' for
the class E-R and F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches for the
notes, except for the 'AAAsf' rated notes.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur, except for the 'AAAsf' notes, on
better-than-expected portfolio credit quality and a shorter
remaining WAL test, allowing the notes to withstand
larger-than-expected losses for the transaction's remaining life.
After the end of the reinvestment period, upgrades may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread available to cover losses in
the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Capital Four CLO IV
DAC. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
CONTEGO CLO VI: Fitch Hikes Rating on Class F-R Debts to 'Bsf'
--------------------------------------------------------------
Fitch Ratings has upgraded Contego CLO VI DAC as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Contego CLO VI DAC
A-R XS2315796560 LT AAAsf Affirmed AAAsf
B-1-R XS2315797378 LT AA+sf Upgrade AAsf
B-2-R XS2315797964 LT AA+sf Upgrade AAsf
C-R XS2315798699 LT A+sf Upgrade Asf
D-R XS2315799234 LT BBB+sf Upgrade BBBsf
E-R XS2315799317 LT BB+sf Upgrade BBsf
F-R XS2315799580 LT Bsf Upgrade B-sf
TRANSACTION SUMMARY
Contego CLO VI DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction is actively managed by Five
Arrows Managers LLP and will exit its reinvestment period in July
2025.
KEY RATING DRIVERS
Stable Performance; Manageable Refinancing Risk: The portfolio's
credit quality has remained broadly stable. Exposure to assets with
a Fitch-derived rating of 'CCC+' and below is low at 4.5%, versus a
limit of 7.5% per the latest trustee report dated 5 June 2024. It
has only one defaulted asset, which represents 1% of the collateral
principal amount. The transaction also has manageable refinancing
risk with 11.4% of assets maturing before 2027.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.8.
High Recovery Expectations: Senior secured obligations comprise
97.0% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 61.5%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by trustee, is 12.0%, and no obligor
represents more than 1.5% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 26.8% as calculated by
the trustee. Fixed-rate assets reported by the trustee are 6.4% of
the portfolio balance, versus a limit of 7.5%.
Transaction Reinvesting: Given the manager's ability to reinvest,
Fitch's analysis is based on a stressed portfolio using the
agency's collateral quality matrices specified in the transaction
documentation. Fitch analysed the matrices with top-10 obligor
limits of 16% and 23%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Contego CLO VI DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
ICG EURO 2024-1: S&P Assigns B- (sf) Rating to Class F-2 Notes
--------------------------------------------------------------
S&P Global Ratings assigned credit ratings to ICG Euro CLO 2024-1
DAC's class A, B-1, B-2, C, D, E, F-1, and F-2 notes. The issuer
also issued EUR28.30 million of unrated subordinated notes and
EUR1.00 million of Z notes.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 5.03 years after
closing.
S&P said, "We performed our analysis on the portfolio provided to
us by the manager. We consider that on the effective date, the
portfolio will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans. Therefore,
we have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs."
Portfolio Benchmarks
S&P Global Ratings' weighted-average rating factor 2,805.68
Default rate dispersion 546.41
Weighted-average life (years)including
reinvestment period 5.03
Weighted-average life (years)excluding
reinvestment period 5.03
Obligor diversity measure 90.36
Industry diversity measure 22.52
Regional diversity measure 1.36
Weighted-average rating B
'CCC' category rated assets (%) 0.00
Actual 'AAA' weighted-average recovery rate 37.03
Floating-rate assets (%) 96.89
Actual weighted-average spread (net of floors; %) 4.24
S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, a weighted-average spread of 4.15%, and the
actual portfolio's weighted-average recovery rates. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to F-2 notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, the CLO benefits from a reinvestment period
until Feb. 15, 2029, during which the transaction's credit risk
profile could deteriorate, subject to CDO monitor results. We have
therefore capped our ratings assigned to the notes.
"Elavon Financial Services DAC is the bank account provider and
custodian. The account bank and custodian's documented replacement
provisions are in line with our counterparty criteria for
liabilities rated up to 'AAA'.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk to be sufficiently
mitigated at the assigned ratings.
"We consider the issuer to be bankruptcy remote, in accordance with
our legal criteria.
"The CLO is managed by Intermediate Capital Managers Ltd. Under our
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to F-1 notes
to four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-2 notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average." For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the
following:
-- Weapons of mass destruction, including radiological, nuclear,
biological and chemical weapons;
-- Tobacco production such as cigars, cigarettes, e-cigarettes,
smokeless tobacco, dissolvable and chewing tobacco or any obligor
that is classified as "tobacco";
-- Predatory or payday lending;
-- Pornographic materials or content, or prostitution-related
activities;
-- Trading in endangered or protected wildlife;
-- Trading of illegal drugs or narcotics;
-- Any obligor that is an electrical utility where carbon
intensity is greater than 100g CO2/kWh;
-- Any obligor that derives more than 50% of its revenue from the
trade in hazardous chemicals, pesticides, waste, or ozone-depleting
substances;
-- Any obligor where more than 10% of its revenue is derived from
weapons, tailormade components, or civilian firearms;
-- Any obligor that generates more than 1% of revenues from
thermal coal or coal based power generation, oil sands, or fossil
fuels from unconventional sources; or
-- Any obligor that is an oil and gas producer that derives less
than 40% of its revenue from natural gas or renewables, or that has
reserves of less than 20% deriving from natural gas.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in S&P's rating analysis to account for any ESG-related risks
or opportunities.
Ratings list
AMOUNT
CLASS RATING* (MIL. EUR) INTEREST RATE§ SUB (%)
A AAA (sf) 248.00 3mE + 1.44% 38.00
B-1 AA (sf) 35.00 3mE + 2.10% 28.00
B-2 AA (sf) 5.00 5.60% 28.00
C A (sf) 28.00 3mE + 2.60% 21.00
D BBB- (sf) 28.00 3mE + 3.70% 14.00
E BB- (sf) 18.00 3mE + 6.54% 9.50
F-1 B+ (sf) 4.00 3mE + 7.99% 8.50
F-2 B- (sf) 7.00 3mE + 8.61% 6.75
Z NR 1.00 N/A N/A
Sub notes NR 28.30 N/A N/A
*The ratings assigned to the class A, B-1, and B-2 notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C, D, E, F-1, and F-2 notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to 6mE when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
3mE--Three-month EURIBOR.
NR--Not rated.
N/A--Not applicable.
INVESCO EURO VIII: Moody's Ups Rating on EUR11.4MM F Notes to B2
----------------------------------------------------------------
Moody's Ratings announced that it has assigned the following
definitive rating to refinancing notes issued by Invesco Euro CLO
VIII DAC (the "Issuer"):
EUR20,800,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2036, Definitive Rating Assigned A2 (sf)
At the same time, Moody's affirmed/upgraded the outstanding notes
which have not been refinanced:
EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2036, Affirmed Aaa (sf); previously on Jun 14, 2024 Affirmed Aaa
(sf)
EUR30,600,000 Class B-1 Senior Secured Floating Rate Notes due
2036, Affirmed Aa2 (sf); previously on Jun 14, 2024 Affirmed Aa2
(sf)
EUR11,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2036,
Affirmed Aa2 (sf); previously on Jun 14, 2024 Affirmed Aa2 (sf)
EUR27,200,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed Baa3 (sf); previously on Jun 14, 2024
Definitive Rating Assigned Baa3 (sf)
EUR21,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed Ba3 (sf); previously on Jun 14, 2024
Definitive Rating Assigned Ba3 (sf)
EUR11,400,000 (current outstanding amount EUR8,580,346.42) Class F
Senior Secured Deferrable Floating Rate Notes due 2036, Upgraded to
B2 (sf); previously on Jun 14, 2024 Affirmed B3 (sf)
RATINGS RATIONALE
The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.
The upgrade of the Class F Notes is a result of the refinancing,
which increases excess spread available. Class F Notes benefit from
a turbo feature where 20% of all remaining interest proceeds
available for distribution to subordinated noteholders will be used
to redeem the Class F Notes.
The rating affirmation of the Class A Notes, Class B-1 Notes, Class
B-2 Notes, Class D-R Notes and Class E-R Notes are a result of the
refinancing, which has no impact on the ratings of the notes.
Moody's note that the Class D-R Notes and E-R Notes were refinanced
on June 14, 2024.
The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is fully ramped as of the closing
date and comprises predominantly corporate loans to obligors
domiciled in Western Europe.
Invesco CLO Equity Fund IV L.P. ("Invesco") will continue to manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining approximately three-year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations and credit improved
obligations.
The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.
Methodology underlying the rating action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2024.
Moody's used the following base-case modeling assumptions:
Reinvestment Target Par Amount: EUR397.18 million
Defaulted Par: none
Diversity Score: 46
Weighted Average Rating Factor (WARF): 3055
Weighted Average Spread (WAS): 4.33%
Weighted Average Coupon (WAC): 4.77%
Weighted Average Recovery Rate (WARR): 43.64%
Weighted Average Life (WAL): 6.0 years
Moody's have addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below.
As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.
=========
I T A L Y
=========
EMERALD ITALY 2019: Fitch Lowers Rating on Class B Notes to 'B-sf'
------------------------------------------------------------------
Fitch Ratings has downgraded Emerald Italy 2019 S.R.L.'s class A to
C notes, and placed the class A and B notes on Rating Watch
Negative (RWN), as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Emerald Italy 2019
S.R.L.
A IT0005387896 LT BB-sf Downgrade BBB-sf
B IT0005387953 LT B-sf Downgrade BB-sf
C IT0005387961 LT CCsf Downgrade CCCsf
D IT0005387979 LT CCsf Affirmed CCsf
Up to the June 2023 note payment date around EUR1.2 million of loan
default interest (accruing since September 2022 at 2%) was applied
incorrectly as pro rata default interest amounts instead of
sequential principal redemption amounts as stipulated in the
transaction documents. Fitch alerted the cash manager to this and
the error has since been rectified, with the amounts redistributed
to the class A notes as principal repayments.
With a high loan margin (4.05%), ordinary loan interest is a
significant burden on the borrower's existing cash position,
compounded by the 2% default interest being charged. This position
could worsen given there is no hedging against Euribor increasing.
On 8 July, a regulatory information service alerted Fitch to a
comprehensive transaction restructuring proposal partly designed to
improve the borrower's cash position. This proposal, which is
centred on a three-year loan/note extension, is subject to a
consent solicitation process now underway with noteholders.
Its preliminary review of the term sheet contained in the RIS does
not find grounds for viewing this proposal as a distressed debt
exchange, as there is no evidence that a note default would be
averted by its execution. However, Fitch has identified new risk
factors that are to the downside in its rating analysis,
particularly if the borrower remains unsuccessful in its efforts to
sell the properties and therefore defaults on the proposed
restructuring. This rating downside risk is signalled by the RWN on
the class A and B notes.
So long as the borrower is not in default with the proposed terms
and conditions, the restructuring would lead to the creation of
income headroom for the borrower to spend on capex and reserve for
future outgoings (in both cases requiring creditor representative
sign-off) by disapplying ongoing default interest and deferring
outstanding unpaid interest (including historical default interest)
as well as the portion of ongoing ordinary loan interest not needed
for the issuer to cover senior expenses and timely interest
payments to the class A and B noteholders (without recourse to the
liquidity facility). The non-deferred interest will be referred to
as base interest.
Any property disposal proceeds generated by the borrower would,
Fitch understands (from discussions with the issuer's advisors), be
used solely to repay the loan principal (to be distributed to
noteholders sequentially), with surplus amounts after full
principal repayment available to pay accrued but unpaid interest.
The proposal, if passed, would improve the borrower's cash position
- and open up room for excess rental amounts to be 'cash-swept' as
senior principal. However, Fitch assumes the deferral of interest
(on which the excess would be based) would later be recovered out
of property sale proceeds before principal, in the driving scenario
in which the borrower fails to liquidate by the proposed extended
loan maturity date. The proposal could see a faster repayment of
class A and B notes (by the subordination of some loan interest),
but this is dependent on the borrower successfully selling the
properties (which Fitch does not assume in its rating case).
TRANSACTION SUMMARY
The transaction is a securitisation of a variable rate EUR105.8
million (now EUR94.8 million) loan secured on three average quality
northern Italian shopping centres. A standstill on enforcement has
been put in place until September after the loan failed to meet the
required conditions for an extension (including interest rate
hedging) in September 2022, triggering sequential pay.
KEY RATING DRIVERS
Restructuring Prompts RWN: Fitch's analysis of the proposal assumes
a borrower default with all the collateral intact. Fitch believes
that this would crystallise a senior liability for ordinary
interest, including deferred amounts that would have been accrued
up to the default date, and cause the resumption of default
interest.
The proposed new definition of sequential principal redemption
amount, which sets how much principal is paid to senior noteholders
on any payment date, no longer includes default interest or EURIBOR
excess amounts, and would instead allow these to flow out of the
waterfall as junior or non-rated items at the expense of senior
principal. This is credit negative versus the current terms of the
securitization, especially in rising interest rate scenarios, and
is the main driver of the RWN.
Investment Market Driving Downgrades: Italian shopping centre
yields have risen since the last rating action on 24 August 2023,
driving yields up to new cyclical peaks and triggering more
conservative cap rate assumptions across Fitch's rating cases. This
is consistent with wider anecdotal evidence of illiquidity in the
acquisition and refinancing market for Italian non-prime retail
assets, also reflected in other Italian retail CMBS
restructurings.
Weaker Operating Performance: All three centres have experienced a
decline in net rental income (on average down 6% since the last
rating action) and rising vacancy (up 4% by surface area). The loss
of several tenants has not been sufficiently compensated by new
leases, suggesting minimal leasing activity. This downturn is
consistent with rental levels adjusting to market rates after a
period of over-renting.
At its previous rating review, Fitch observed that some larger
tenants had successfully negotiated significant rent reductions in
return for extending their leases. This trend persists, but Fitch
now notices a more balanced negotiating environment, with some
renewed rental rates beginning to stabilise.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Approval of the restructuring proposal along the lines of the term
sheet.
Reduction in occupational demand, which leads to lower rents or
higher vacancy in the portfolio.
The change in model output that would apply with cap rate
assumptions 1pp higher produces the following ratings:
'Bsf' / 'CCCsf' / 'CCsf'/ 'CCsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A sustained improvement in portfolio performance led by sustainable
renting environment and decline in vacancy, coupled with stable
market conditions.
The change in model output that would apply with cap rate
assumptions 1pp lower produces the following ratings:
'BB+sf' / 'BB-sf' / 'CCCsf' / 'CCCsf'
Weighted average (WA) assumptions (weighted by market value)
Applied estimated rental value: EUR11million
Depreciation: 5.0%
'Bsf' WA cap rate: 7.29%
'Bsf' WA structural vacancy: 40.5%
'Bsf' WA rental value decline: 2.7%
'BBsf' WA cap rate: 7.43%
'BBsf' WA structural vacancy: 45.9%
'BBsf' WA rental value decline: 2.7%
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
Emerald Italy 2019 S.R.L.
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Emerald Italy 2019 S.R.L. has an ESG Relevance Score of '4' for
Rule of Law, Institutional and Regulatory Quality due to due to
uncertainty of the enforcement process in Italy,, which has a
negative impact on the credit profile, and is relevant to the
rating[s] 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.
===================
K A Z A K H S T A N
===================
RG BRANDS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
-----------------------------------------------------------
Moody's Ratings has affirmed the B2 long-term corporate family
rating and B2-PD probability of default rating of JSC RG Brands (RG
Brands or the company), following a change in the methodology it
uses to analyse this company. The outlook remains stable.
RATINGS RATIONALE
Moody's have changed the applicable rating methodology used to rate
the company to "Soft Beverages" published in September 2022 from
"Consumer Packaged Goods" published in June 2022, taking into
account that RG Brands derives around 80% of its revenue from its
beverages portfolio, while packaged goods account for only 17%.
The rating affirmation reflects Moody's view that RG Brands' credit
profile remains consistent with its B2 rating following the change
in Moody's approach to deriving the rating.
RG Brands' rating continues to reflect the company's (1) leading
domestic market position with good growth fundamentals; (2)
diversified product portfolio with strong brand names, including
its long-term exclusive bottling agreement with PepsiCo, Inc. (A1
stable), Pepsi Lipton International Limited and Seven-Up
International in Kazakhstan, and distribution agreement for
Kazakhstan and Kyrgyz Republic; (3) modern production facilities;
and (4) access to funding from major international financial
institutions, local banks, and state funding at below-market
interest rates, which underpins the company's liquidity. In 2023,
RG Brands maintained a sound financial profile for the current
rating level, with credit metrics likely to remain at historically
strong levels over 2024.
At the same time, RG Brands' rating takes into account the
company's (1) still-small scale of operations by international
standards despite continued rapid growth; (2) high geographical
concentration in Kazakhstan (Baa2 positive), which exposes the
company to local economic and foreign-exchange risks; and (3)
concentrated ownership structure partly offset by a fairly
favourable board composition. In addition, the rating incorporates
notable related-party transactions and shareholder distributions
under the corporate reorganisation initiated in 2020. Following the
completion of the reorganisation in 2023, RG Brands plans to
continue substantial dividend payouts to a newly-created
international holding company, RG Brands Holding Limited, located
in the Dubai International Financial Centre (DIFC), at which level
it now accumulates its liquidity reserves, thus managing cash
movements beyond the consolidation perimeter. The actual size of
dividends will, however, depend on the level of net profit and
remain subject to compliance with financial covenants.
RATING OUTLOOK
The stable outlook on RG Brands' rating reflects Moody's
expectation that over the next 12-18 months, the company will
demonstrate solid operating results and maintain its credit metrics
within the rating guidance while proactively addressing liquidity
needs in a timely manner.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
RG Brands' rating could be upgraded if the company (1) continues to
grow its revenue, while maintaining a significant market share in
key markets; (2) develops a track record of adherence to strong
corporate governance practices following the completion of the
reorganisation, including control and transparency over
related-party transactions and shareholder distributions; (3)
maintains its Moody's-adjusted debt/EBITDA below 2.5x and funds
from operations (FFO)/debt above 30% on a sustained basis; and (4)
retains strong liquidity and compliance with all debt covenants.
RG Brands' rating could be downgraded if the company's adjusted
debt/EBITDA rises above 3.5x and FFO/debt below 10% on a sustained
basis and its adjusted EBITA margin reduces below 10% on a
sustained basis. Eroding liquidity could also result in the rating
downgrade.
The principal methodology used in these ratings was Soft Beverages
published in September 2022.
COMPANY PROFILE
JSC RG Brands is a leading private beverage and food company in
Kazakhstan, with its own manufacturing and distribution facilities.
The company predominantly operates in Kazakhstan and Kyrgyz
Republic (B3 stable) and is actively developing operations in
Uzbekistan (Ba3 stable), while retaining some business in Russia.
The company's beverages portfolio consists of juices, carbonated
soft drinks, energy drinks as well as mineral, still and flavoured
water, while its food product portfolio includes packaged goods,
such as tea and ultra-high-temperature milk. The company generated
revenue of KZT169.7 billion ($373 million) in the 12 months that
ended March 31, 2024. Kairat Mazhibayev owns around 98% of the
company's shares through RG Brands Holding Limited.
=====================
N E T H E R L A N D S
=====================
CELESTE BIDCO: EUR125MM Loan Add-on No Impact on Moody's 'B3' CFR
-----------------------------------------------------------------
Moody's Ratings has informed that Celeste BidCo B.V.'s (Affidea or
the company, B3 corporate family rating) ratings and stable outlook
remain unchanged following the signing of a new EUR125 million
add-on to the existing EUR970 million senior secured term loan B
due in 2029 raised by Celeste BidCo B.V. The proceeds from the
EUR125 million add-on will be used by the company to fund future
bolt-on acquisitions.
The transaction will initially increase Affidea's pro forma gross
Moody's adjusted leverage to 7.0x as of the end of June 2024 (or
7.9x excluding EUR26 million of pro forma impact from closed
acquisitions in 2023 and 2024) from 6.5x in 2023. When including
the assumed contribution of potential future acquisitions based on
a 7.0x enterprise value (EV)/EBITDA multiple funded with the
proceeds from the new add-on, Affidea's Moody's adjusted gross
leverage would remain at around 6.5x as of end June 2024 – in
line with the level as of end of 2023. The transaction leaves the
company weakly positioned within the B3 rating considering the high
leverage and the expectation of negative free cash flow (FCF)
projected for 2024 and 2025. Moody's forecast that Affidea will
burn considerable cash flow over the next two years owing to growth
capital investments.
The EUR125 million add-on is the second transaction since the start
of the year. The company raised EUR200 million debt in the first
quarter to prefund future acquisitions. Although Moody's expect
that the company will improve its financial metrics over the next
12-18 months after a spike in leverage at the closing of these
add-ons, Moody's consider the acceleration of debt-funded M&A to be
reflecting an aggressive financial policy and Moody's consider
there to be a level of execution risk. That being said, even though
the company has been active in pursuing debt-funded bolt-on
acquisitions, Moody's also note its disciplined strategy with a
stringent multiple threshold of less than 7.0x EV/EBITDA.
Additionally, Affidea has demonstrated a good track record in terms
of integrating new acquisitions.
Affidea's liquidity remains adequate supported by (1) EUR114
million of cash on balance sheet as of end June 2024, (2) net
proceeds from the proposed EUR125 million senior secured term loan
add-on, which are forecast to be used for acquisitions over the
course of 2024 and 2025, and (3) a EUR165 million senior secured
revolving credit facility (RCF), of which EUR2 million is drawn as
of end June 2024.
Affidea is the leading, pan-European provider of advanced
diagnostic imaging (ADI), outpatient, laboratory, and cancer care
services. In 2023, the company generated EUR857 million of revenue
and EUR157 million of company-adjusted EBITDA (pre-IFRS 16).
===========
R U S S I A
===========
TURON BANK: S&P Affirms 'B/B' Issuer Credit Ratings, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long-term and short-term
issuer credit ratings on Uzbekistan-based Turon Bank. The outlook
remains stable.
The government intends to provide capital support to Turon Bank.
S&P said, "We understand that the bank expects to receive Uzbek sum
(UZS) 150 billion (about $12 million) of tier 1 capital from the
government, although this support will come with some delay against
the initial expectation. In addition, Turon Bank has been working
on securing additional capital, slower lending book growth, and
rebalancing its balance sheet to stabilize its capital base. We
expect the capital injection will enable Turon Bank to pursue its
growth strategy and operate with sufficient buffers above the
minimum capital requirement. This will allow the bank to strengthen
its balance sheet against potential future credit losses."
S&P said, "Turon Bank has yet to develop a more sustainable capital
management strategy, in our view. We consider that Turon Bank's
capital management has not been commensurate with its growth
strategy over the past few years. So far this year, we estimate the
bank has been operating with a tight regulatory capital buffer,
which could undermine its ability to absorb unexpected credit
losses. Turon Bank improved its asset quality metrics last year,
with the nonperforming loan ratio declining to 4.7% at year-end
2023 from 14.2% in 2022. However, the credit quality of its loan
portfolio has been volatile throughout the cycle amid high loan
growth averaging 20% in 2022-2023. We forecast Turon Bank's loan
growth at 15%-18% in 2024, while its weak earnings capacity will
constrain internal capital generation. If the bank does not
strengthen its capital management strategy, its tight approach to
capital management could curb its ability to expand its balance
sheet and undermine business stability.
"We reflect government support in our assessment of Turon Bank's
intrinsic creditworthiness. Our assessment of the bank's
stand-alone credit profile is in line with our issuer credit
rating. Our view of government support is balanced by the
government of Uzbekistan's intrinsic creditworthiness and its
ability to prioritize government-related entities despite competing
support priorities.
"The stable outlook reflects our view that Turon Bank can stabilize
its capital base and operate with buffers comfortably above the
minimum requirements over the next 12 months, due to a capital
injection from the government and a recalibration of its balance
sheet. We expect Turon Bank's asset quality to remain close to the
system average over the next 12 months.
"We may consider a negative rating action on Turon Bank in the next
12 months if the capital injection is not forthcoming in a timely
way to support the bank's loan growth plans. We may also lower our
ratings if the bank's asset quality deteriorates significantly,
with the share of problem loans materially exceeding that of peers.
We could also consider taking a negative rating action if
aggressive asset growth or unexpected outflows of funds from
international financial institutions or depositors caused Turon
Bank's liquidity buffer to weaken materially.
"We consider a positive rating action over the next 12 months
remote at this stage. That said, we could consider a positive
rating action if Turon Bank's capital planning significantly
strengthens with our forecast risk-adjusted capital ratio
increasing sustainably to above 7%."
===========
T U R K E Y
===========
EREGLI DEMIR: Fitch Puts B+ Final Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned Eregli Demir ve Celik Fabriklari
T.A.S.'s (Erdemir) new USD750 million senior unsecured notes due
2029 a final rating of 'B+' with a Recovery Rating of 'RR4'. This
follows the receipt of final bond documentation conforming to the
information reviewed earlier. The ratings are in line with
Erdemir's 'B+' Issuer Default Rating (IDR), which has a Positive
Outlook.
The notes rank equally with Erdemir's existing and future senior
unsecured debt and are not guaranteed by other operating companies
of the group. The proceeds are being used to fund capex and to
repay approximately USD450 million of existing debt.
Erdemir's Long Term IDR is constrained by Turkiye's 'B+' Country
Ceiling. This is due to a high concentration of Erdemir's sales on
the domestic market and a low proportion of EBITDA derived from
direct export sales at 15%-20%. The Positive Outlook is driven by
the sovereign's.
Erdemir's IDR reflects its low raw material self-sufficiency and a
high share of low-grade steel products in its total output. It also
reflects resilient performance through economic cycles, supported
by large scale, high capacity utilisation and below-average costs.
Fitch expects Erdemir's leverage to rise from historically low
levels due to its large investment programme but Fitch forecasts
EBITDA net leverage to remain below 3x. Fitch expects liquidity to
remain stretched by capex and a large portion of short-term debt,
which Erdemir plans to refinance with longer-term debt.
KEY RATING DRIVERS
Net Zero Strategy Introduced: Erdemir will invest USD3.2 billion to
cut emissions by 25% by 2030 and 40% by 2040 from 2022 levels and
to achieve net zero by 2050. Reduction in emissions will keep its
steel competitive post the implementation of the carbon border
adjustment mechanism in the EU from 2026. Existing blast furnace
capacities, which were recently upgraded, will remain operational
while the new electric arc furnaces will add 3.9mt capacity once
they are completed by 2030. The investment will be around 80%
funded by a planned Eurobond and facilities from lenders.
Headroom Remains Despite Leverage Increase: Erdemir's EBITDA net
leverage has been low, at 2.1x in 2023 and 0.5x in 2022. Fitch
expects free cash flow (FCF) to remain negative over 2024-2027, due
to around USD1.2 billion capex on average per year for its
expansionary investment and sustainability programme. Therefore,
Fitch projects EBITDA net leverage to remain on average at 2.8x
over the next four years based on Fitch's assumptions, with
headroom to its 3.5x negative sensitivity. Fitch expects
profitability to recover to mid-cycle levels of USD130-USD140/ton
in 2025 from USD95/ton in 2023.
Supportive Financial Policy: Erdemir's dividend policy is linked to
net income and has historically resulted in high payouts. However,
the board has shown willingness to maintain conservative leverage
metrics by suspending dividend payment in 2023 due to the February
earthquake. Fitch expects dividend payments to reduce in the medium
term towards 10%-20% of net income, so that leverage will remain
close to the company's target of net debt/EBITDA at below 2.5x.
Rating Constrained by Country Ceiling: Erdemir's rating is
constrained by Turkiye's 'B+' Country Ceiling due to a high
concentration of sales on the domestic market and a low share of
EBITDA from direct export sales at around 15%-20%. Erdemir's
unconstrained profile is in line with that of peers rated in the
'BB' category, underpinned by resilient performance on a
through-the cycle basis, its large scale, solid market position and
a strong financial profile with conservative leverage metrics.
Leading Cost Position: Most recent data from CRU ranks Eregli and
Iskenderun plants at around the 50th percentile of the global cost
curve for hot-rolled coil (HRC), but their production costs are
among the most competitive for delivery to Europe (after Russian
finished steel products were sanctioned). It sells 80%-85% of its
production in Turkiye where it has the lowest domestic production
costs and benefits from lower transport costs than international
peers.
Turkish Economy Supportive: Despite Turkiye's high inflation,
rising interest rates and a widening current account deficit,
demand for Erdemir's products has been resilient. Fitch expects
Turkish GDP to grow 2.8% in 2024 and 3.1% in 2025. Erdemir stands
to gain in this environment as currency depreciation supports its
direct export competitiveness or sales to exporting companies that
bill their products in hard currencies. Steel demand in Turkiye is
forecast by Worldsteel association to grow 9% in 2024 on a
post-earthquake recovery before declining 5% in 2025.
Rating on a Standalone Basis: Erdemir is indirectly 49.3% owned by
Ordu Yardimlasma Kurumu (OYAK, B+/Stable), a second-tier pension
fund for military personnel in Turkiye. Four per cent of Erdemir's
shares are treasury shares. Fitch rates Erdemir on a standalone
basis as Fitch views OYAK primarily as a financial investor.
DERIVATION SUMMARY
Erdemir's peers include the Brazilian Usinas Siderurgicas de Minas
Gerais S.A. (Usiminas; BB/Stable) and Companhia Siderurgica
Nacional (CSN; BB/Positive), Indian JSW Steel Limited (BB/Stable)
and JSC Uzbek Metallurgical Plant (BB-/Negative; SCP: b+).
Erdemir has higher capacity utilisation and margins than Usiminas
and CSN. However, Usiminas and CSN both produce higher value-added
steel products and benefit from integration into iron ore
(currently over 100% self-sufficiency). All three companies have
around a one third share of their respective domestic steel markets
and are primarily focused on domestic sales. Erdemir's market
position is also supported by the Turkish market's supply deficit
of flat steel, while the Brazilian market is in surplus. Erdemir's
profitability is higher than that of Usiminas but slightly lower
than CSN's. Usiminas is expected to maintain an almost zero debt
load while Erdemir's debt load, due to large capex, will be close
to that of CSN.
JSW is larger than Erdemir, has a lower cost position and
comparable profit margins. The company is exposed to the
fastest-growing Indian market, where JSW is actively investing to
capture its growth. Hence, FCF is likely to remain negative over
the next three years, similar to that of Erdemir, while EBITDA net
leverage is projected to remain at above 3x.
Uzbek Metallurgical Plant's credit profile is weaker than that of
Erdemir due to its smaller scale, decreasing self-sufficiency
against growing capacity and increasing, but still low, costs. The
company produces longs, although on commissioning of its casting
and rolling complex, it will also produce flat steel, but its
product mix remains concentrated on low value-added steel. Its net
leverage rose sharply to around 5x in 2023, due to delays in
project implementation and pressures on the domestic steel market.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- EBITDA at USD100/ton in 2024, before recovering to almost
USD140/ton by 2027
- Low-teens percentage increase in volumes in 2024, followed by low
single-digit rises to 2027
- Capex broadly in line with management guidance at around USD1.2
billion per annum on average over 2024-2027
- Dividend payouts to reduce to USD100 million-USD200 million from
2025, in line with the company's dividend policy
- US dollar to Turkish lira on average at 33.3 in 2024, followed by
39.6 to 2027
- Reduced tax rate due to investments in a solar power project
- Insurance proceeds of USD205 million received in 2024
RECOVERY ANALYSIS
The recovery analysis assumes Erdemir will be reorganised as a
going concern (GC) in bankruptcy rather than liquidated. Its GC
EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV).
Fitch estimates GC EBITDA for Erdemir at USD900 million as its
large scale of operations, high utilisation rate and favourable
cost position is partly offset by low raw material self-sufficiency
and a high proportion of low-value products. Fitch assumes a
multiple of 4.5x to estimate GC EV.
Erdemir had letters of credit/ guarantees amounting to USD609
million and available committed USD41 million facilities at
end-June 2024. Fitch treats these as debt for recovery
calculation.
Fitch treats debt at Iskendurun Demir ve Celik A.S. (Erdemir's
subsidiary) as structurally senior, in total USD1,111 million at
June 2024 (including USD161 million of letters of credit/guarantees
and USD5 million available committed facilities).
Debt at Erdemir factored into recovery calculations amounted to
USD2,503 million at end-June 2024 (including USD448 million of
letters of credit/guarantees and USD36 million available committed
facilities).
After deducting 10% for administrative claims and taking into
account Fitch's Country-Specific Treatment of Recovery Ratings
Criteria, its analysis resulted in a waterfall-generated recovery
computation (WGRC) in the 'RR4' band, indicating a 'B+' rating for
the senior unsecured bonds. The Recovery Rating is capped at 'RR4'.
The WGRC output percentage on current metrics and assumptions was
50%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upward revision of Turkiye's Country Ceiling could be
rating-positive, provided Erdemir's credit metrics remain adequate
with EBITDA net leverage below 3.0x
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- As the rating is on Positive Outlook, Fitch does not anticipate a
negative rating action at least in the short term. However, the
revision of the sovereign Outlook to Stable from Positive would be
replicated in Erdemir
- Deterioration of the macro and financial environment in Turkiye
leading to a negative rating action on the sovereign
- Weakness of the steel market, inability to implement investment
programme and/or shareholder-friendly actions resulting in EBITDA
net leverage above 3.5x on a sustained basis
- A deterioration in liquidity to fund operations and meet
short-term maturities
LIQUIDITY AND DEBT STRUCTURE
Additional Liquidity Needed: At end-June 2024, Erdemir held USD807
million of cash and cash equivalents (USD818 million at end-2023),
against unchanged short-term maturities of USD1.9 billion. Fitch
expects liquidity to remain stretched by its USD1.2 billion capex
per year on average over the next three years, resulting in
negative FCF after dividends. Erdemir, like other Turkish
corporates, does not have committed credit facilities. Fitch
expects its facilities to be rolled over.
Erdemir is arranging funding for its sustainability programme and
plans to raise long-term facilities from domestic and international
banks as well as issuing a Eurobond. Its longstanding relations
with banks and export credit agencies are a supportive factor.
ISSUER PROFILE
Erdemir is the largest steel producer in Turkiye with almost 10 mt
liquid steel and 8.4 mt flat steel capacity. Erdemir focuses on
production of flat products, mainly HRC that accounts for over 60%
of sales and is able to partly switch between flats and longs.
DATE OF RELEVANT COMMITTEE
05 July 2024
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Eregli Demir ve Celik
Fabrikalari T.A.S.
senior unsecured LT B+ New Rating RR4 B+(EXP)
RONESANS HOLDING: Fitch Puts First-Time 'B+' LT IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned Ronesans Holding A.S. (Ronesans) a
first-time Long-Term Foreign- and Local-Currency Issuer Default
Ratings of 'B+', both with Stable Outlook.
The ratings reflect Ronesans' complex structure, including a
growing presence in other operations, operational challenges within
Turkiye's hyper-inflationary economy and foreign-exchange (FX) risk
management as well as a reliance on short-term debt. Rating
strengths are the group's position as one of the large engineering
and construction companies in the EMEA region, with a strong
backlog, some regional diversification and strong margins compared
with many rated peers.
The Stable Outlook reflects Fitch's expectation that Ronesans will
increase debt to fund equity contributions in an ambitious
programme of new-build concessions, resulting in moderate leverage
and fairly low interest coverage over 2024-2028.
KEY RATING DRIVERS
Large Investments Increase Business Risk: Fitch expects Ronesans
will make substantial equity investments in large infrastructure
and public-private partnership (PPP) projects over the next three
years, which will increase operational and delivery risk and add to
group complexity. Despite being offset by related construction
contracts during the build phase Fitch expects the company to
increase borrowing to fund the equity investments.
Fitch expects investments in the Ceyhan polypropylene plant and
related port terminal to be largely funded by non-recourse debt,
but Ronesans' business risk will increase, in its view. Any
extraordinary support by Ronesans for the projects, should there be
delays, cost overruns or operational underperformance may result in
a full consolidation with Ronesans with a negative rating impact.
Fitch expects consolidated negative free cash flow (FCF) in the
next two years, followed by a reversal as dividends from the
projects are realised.
FX/Inflation Risks Mitigated: Ronesans' business profile is
supported by diversification of revenues into euros and US dollar
through its ownership of Ballast Nedam and other non-Turkish
construction contracts. In 2023, just over 50% of revenues were in
hard currency (US dollars or euros) mitigating the risks of
operating in Turkiye, which is marked by hyper-inflation and a
depreciating lira.
Fitch expects revenues from Turkiye-based projects to be about
60%-70% of total revenues, which will moderately increase business
risk. However, virtually all of Ronesans' new lira-denominated
construction contracts are linked to hard currencies or inflation.
The cost and revenue risks resulting from hyperinflation are also
offset by the higher EBITDA margins on construction activity in
Turkiye than in Europe.
Stronger Margins Reflect Higher Risks: Fitch forecasts consolidated
EBITDA margins at 11.5% for 2025, higher than E&C peers', but
reflecting its higher domestic operating risks. Fitch expects
Ronesans' EU-based business, Ballast Nedem, to have lower margins
and lower secured backlog, reflecting its smaller, lower-risk
projects including for local authorities. Ballast Nedem generates
consistent hard-currency based revenues and EBITDA.
Substantial Hard-Currency Liquidity: Ronesans' substantial US
dollar and euro cash balances and cash pooling for core
construction operations substantially offset liquidity risks by
covering all debt repayments for 2024. Ronesans reported cash in
various currencies of TRY20.2 billion-equivalent (EUR619 million)
at end-2023, of which EUR283 million was held in hard currencies
offshore in non-Turkish banks. Similar to E&C peers, Fitch
considers part of its cash balance (1.5% of revenues) as restricted
after accounting for near-term working capital swings similar to
2022 and 2023, given the nature of the business and the regular
monthly billing cycle on projects and contracts.
Leverage to Increase: Fitch expects Ronesans' EBITDA gross leverage
to rise to 3.5x at end-2024, which is weak for the rating,
reflecting its investments in non-recourse concessions, before
falling swiftly to below 3x in 2025, driven by construction cash
flows from the concession build phase and followed by increased
dividend flows from 2027 onwards. Fitch expects Ronesans to
maintain cash balances of 1x EBITDA to fund modest working capital
needs and to offset the lack of committed liquidity facilities in
the Turkish market. Fitch expects EBITDA interest coverage to also
be weak for 2024 at around 2.0x before improving to above its
negative rating sensitivity (2.5x).
DERIVATION SUMMARY
Ronesans is similar in size to Webuild S.p.A. (BB/Positive), and
Kier Group PLC (BB+/Stable) by revenue. Fitch expects Ronesans to
maintain similar gross leverage to WeBuild at over 3x for 2025,
before falling swiftly in 2026, driven by EBITDA growth. However,
Ronesans is constrained by its exposure to Turkiye and additional
risks relating to its concession developments.
Ronesans has a lower exposure to large customers than WeBuild. A
majority of Ronesans' contract counterparties in Turkiye are linked
to or are departments of the Turkish government, similar to Kier
that largely contracts with the UK government under framework
agreements. Kier and Ronesans are both largely protected from cost
inflation under their contracts as part of a comprehensive
risk-sharing arrangement.
Ronesans has a smaller committed backlog than both WeBuild and Kier
but this is offset by the smaller contract size in its European
operations and numerous small infrastructure projects with the
Dutch government. Ronesans has a slightly weaker business profile
than Webuild as its superior diversification is offset by its
exposure to Turkiye, but shares a similar financial profile.
Ronesans has significant asset ownership compared with WeBuild and
Keir, through its majority stake in Ronesans Gayrimenkul Yatirim
A.S.
KEY ASSUMPTIONS
- Euro at 40.5 lira at end-2024 and 44.1 at end-2025, in line with
Fitch's global economic assumptions
- Cumulative equity contribution to new concessions and joint
ventures of EUR775 million for 2024-2026, of which EUR708 million
is still to be funded
- Consolidated EBITDA margin of 10.5% in 2024, rising to 12% in
2025 and 2026, driven by new orders with inflation and FX risk
mitigation (substantially all contracts indexed to Turkiye's
inflation, Turkish lira rates versus euros or US dollar or paid in
hard currencies)
- Dividend distribution to shareholders of EUR50 million per year
to 2028
- Consolidated capex at 2.5% of revenues to 2028
- Restricted cash for working capital set at 1.5% of revenues
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- EBITDA gross leverage falling below 2.5x
- EBITDA interest coverage greater than 3x
- EBITDA net leverage below 1.5x
- Neutral-to-positive FCF
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- EBITDA gross leverage above 3.5x from 2025
- EBITDA net leverage above 2.5x
- EBITDA interest coverage remains below 2.5x
- Evidence that the recourse group is providing material financial
support or guarantees to underperforming, non-recourse projects
LIQUIDITY AND DEBT STRUCTURE
Significant Funding Needs: At end-2023, Ronesans had reported cash
of TRY20.2 billion (EUR619 million), most of which was held in hard
currencies in offshore accounts and is enough to cover expected
negative FCF and debt maturities in 2024. Ronesans operates a
comprehensive cash-pooling system for its recourse businesses,
except its real estate company, which is available to cover
liabilities across the group. However, Fitch expects Ronesans to
increase gross debt to fund planned equity investment in new
concessions business and to continue to rely on locally sourced
short-term debt, as is typical in Turkiye.
Complex Debt Structure: Ronesans has a complex group structure with
debt raised both at the holding company and at its construction
(and non-recourse) subsidiaries to fund construction projects
before they generate cash flow. The company does not have committed
undrawn facilities for its Turkish operations, and relies on cash
and additional borrowing to cover working capital and investment
requirements.
ISSUER PROFILE
Ronesans is a Turkiye-domiciled Europe and Middle-East focused E&C
company, with minority and majority interests in a range of energy,
transport and healthcare concessions.
ESG CONSIDERATIONS
Ronesans has an ESG Relevance Score of '4' for Group Structure due
to the complexity of its subsidiary holdings and funding structure,
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
----------- ------
Ronesans Holding A.S. LT IDR B+ New Rating
LC LT IDR B+ New Rating
===========================
U N I T E D K I N G D O M
===========================
ASIMI FUNDING 2024-1: Moody's Assigns B2 Rating to Class E Notes
----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by Asimi Funding 2024-1 PLC:
GBP132.3M Class A Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned Aaa (sf)
GBP24.5M Class B Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned Aa2 (sf)
GBP24.5M Class C Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned A3 (sf)
GBP9.8M Class D Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned Baa3 (sf)
GBP22.05M Class E Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned B2 (sf)
GBP17.15M Class F Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned Caa3 (sf)
GBP14.7M Class G Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned Ca (sf)
GBP8.575M Class X Floating Rate Asset-Backed Notes due September
2031, Definitive Rating Assigned A1 (sf)
Moody's have not assigned ratings to the subordinated Class Y
Certificate due September 2031 and Class Z Certificate due
September 2031.
RATINGS RATIONALE
The Notes are backed by a static pool of United Kingdom unsecured
consumer loans originated by Plata Finance Limited. This represents
the first issuance from this originator. It is a static transaction
but there will be a pre-funding period until August 2024. First
payment date will be in September 2024.
The portfolio consists of approximately GBP205.7 million of
unsecured consumer loans as of June 30, 2024 pool cut-off date
extended to private individuals in the UK. There are separate
liquidity reserve funds for each Class (A through G Notes) to cover
senior expenses, payments due under the interest rate cap (if
applicable), and interest payments. Class A Notes reserve fund will
also cover the Class A Notes PDL. Classes A through G Notes'
reserve funds will be funded to 2.0%, 1.5%, 1.0%, 1.0%, 1.0%, 1.0%,
1.0% of the respective Classes of Notes' balance at closing,
respectively. The total credit enhancement for the Class A Notes
will be 47.6%.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
The transaction benefits from various credit strengths, such as a
granular portfolio and multiple amortising liquidity reserves.
However, Moody's note that the transaction features some credit
weaknesses, such as an unrated servicer Plata Finance Limited.
Various mitigants have been included in the transaction structure
such as liquidity reserves, a back-up servicer (Lenvi Servicing
Limited, previously known as Equiniti Gateway Limited), as well as
estimation language and an independent cash manager (U.S. Bank
Moody's Global Corporate Trust Limited).
determined the portfolio lifetime expected defaults of 18.0%,
expected recoveries of 5.0% and Aaa portfolio credit enhancement
("PCE") of 45.0% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by us to calibrate Moody's lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model to
rate Consumer ABS.
Portfolio expected defaults of 18.0% are higher than the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.
Portfolio expected recoveries of 5.0% are lower than the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.
PCE of 45.0% is higher than the EMEA Consumer Loan ABS average and
is based on Moody's assessment of the pool which is mainly driven
by: (i) evaluation of the underlying portfolio, complemented by the
historical performance information as provided by the originator,
(ii) the relative ranking to originator peers in the EMEA Consumer
loan market. The PCE level of 45.0% results in an implied
coefficient of variation ("CoV") of 22.7%.
The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of the Notes.
Factors that would lead to a downgrade of the ratings of the Notes
include: (i) increased counterparty risk leading to potential
operational risk of (a) servicing or cash management interruptions
and (b) the risk of increased swap linkage due to a downgrade of a
swap counterparty ratings, and (ii) economic conditions being worse
than forecast resulting in higher arrears and losses.
AXIS STUDIOS: Interpath's McAlinden & Jacobs Named Administrators
-----------------------------------------------------------------
Alistair McAlinden and Geoff Jacobs of Interpath Advisory were
appointed joint administrators to Axis Productions Limited and Axis
VFX Limited, both trading as Axis Studios, on 15 July 2024.
Following their appointment, the joint administrators have
unfortunately had to cease production of all projects immediately
and 162 employees have been made redundant. The joint
administrators are seeking operators to continue with the live
projects.
Alistair McAlinden, head of Interpath Advisory in Scotland and
joint administrator, said: "It is a great shame to see a creative
business in Scotland close its doors. Axis has been a studio of
choice for key production companies and has produced content for
household names such as the BBC, Netflix and Blizzard
Entertainment. The Company experienced a high demand for its
services during COVID as animation and visual effects for TV, film
and videogames skyrocketed.
"Unfortunately, however, Axis has more recently been impacted by a
decline in customer projects, as well as increases in labour costs
which have resulted in severe cash flow problems. The directors
worked tirelessly to explore alternative solutions, but ultimately
had to take the difficult decision to seek the appointment of
administrators."
Axis had been developing animations in Scotland since 2000 and by
2008, had grown to become Scotland's largest animation studio.
Being a creative force in Scotland, it also employed diverse and
imaginative artists globally to develop content that married art
and technology. The Company was a recipient of numerous awards for
its work including a Royal Television Society award and an Emmy.
Axis employed 166 members of staff. A small number of employees
will be retained by the joint administrators to assist with the
orderly wind down and transfer of knowledge following the
appointment.
Geoff Jacobs, Joint Administrator, added: "Our priority is to give
employees support in the first instance. We would encourage any
party with an interest in Axis' live projects to contact us
immediately."
About Interpath Advisory
Interpath recently opened its first office in France in the 9th
arrondissement of Paris under the management of Barema Bocoum.
Building on this momentum, Interpath aims more broadly to continue
its development in continental Europe, and to continue to enrich
its offer in France for companies and investment funds
The company was founded in May 2021 following the sale of KPMG's UK
Restructuring practice to H.I.G. Europe, the European affiliate of
H.I.G. Capital LLC, and Interpath's managing directors. Initially
based in the U.K., Interpath has grown rapidly and in addition to
its office in Paris, now operates across 15 other offices in the
UK, Ireland, BVI and Cayman Islands. The firm currently employs
over 750 professionals.
About Axis Studios
Based in Glasgow and with a presence in Bristol, Axis is an
animation and visual effects studio having worked on large,
well-known projects in the TV, film and videogame industries.
EQUITY RELEASE NO.5: Fitch Affirms 'BB+sf' Rating on Class C Notes
------------------------------------------------------------------
Fitch Ratings has upgraded Equity Release Funding No.5 Plc's (ERF
5) class B notes and removed them from Rating Watch Positive (RWP).
The class A and C notes have been affirmed.
Entity/Debt Rating Prior
----------- ------ -----
Equity Release Funding
No.5 Plc
Class A XS0225883387 LT AAAsf Affirmed AAAsf
Class B XS0225883973 LT AA+sf Upgrade A+sf
Class C XS0225884278 LT BB+sf Affirmed BB+sf
TRANSACTION SUMMARY
The transaction is a securitisation of UK equity release mortgages
originated by Aviva UK Equity Release Ltd.
KEY RATING DRIVERS
RWP Resolved: Fitch placed ERF 5's class B notes on RWP following
the update to its Global Structured Finance Criteria on 19 January
2024. The tranche was previously capped at 'A+sf' due to the
potential for it to experience interest deferrals if house price
index triggers were breached. Under its updated criteria Fitch may
now assign ratings up to 'AA+sf' to notes if interest deferrals are
fully recovered under the terms of the notes. In its updated
analysis as at this review, Fitch observed limited interest
deferrals in the class B notes, which supports their upgrade.
Ratings Capped: The ratings of the class B and C notes are capped
at 'AA+sf' and 'BB+sf', respectively. The class B notes are now
capped due to unmitigated payment interruption risk as they have no
dedicated liquidity to support ratings in the 'AAAsf' category. The
class C notes are capped at 'BB+sf' due to tail risk associated
with their long weighted average life, given their junior ranking
and no underlying credit support. The class C notes could also be
overly exposed to tail risk as the pool continues seasoning and
granularity diminishes.
Stable Performance: Prepayments have been mainly driven by life
events (death or move to long-term care) as the age profile of the
borrower base increases (weighted average age is currently 86
years, compared with 71 at closing). Voluntary prepayments have
been in the 1.2%-2.7% range for the past five years. Due to high
early repayment penalties, Fitch does not expect voluntary
prepayments to pick up in the short term.
Redemptions Accelerate Class A Amortisation: From July 2018, when
the class A notes started amortising, their A balance has reduced
by approximately GBP104 million. The liquidity reserve has been
fully funded through redemptions since July 2022 and amortises at
5% of the class A outstanding balance. Fitch expects class A
amortisation to continue at an accelerated pace since the liquidity
reserve no longer diverts redemptions and the borrower base
continues to age.
Resilient to Stressed Scenarios: Fitch tested scenarios where cash
flows are received either sooner or later than expected by assuming
that all borrowers in the pool are five years older or younger, as
a proxy for shifts in cash-flow timing. Given the seasoning of the
pool, the notes are more sensitive to low prepayment scenarios and
scenarios where cash flows are received at a later stage. Overall,
the ratings were resilient across the stressed scenarios.
Transaction-Specific Assumptions: The transaction-specific
assumptions applied in the analysis for this surveillance review
are detailed in the assumptions data report.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Fitch assumes annual house price growth (HPG) reflects the
long-term growth rate of house prices. The HPG assumptions are
lower at higher rating categories to test rating resilience against
a less benign environment.
Fitch has tested a relative decrease of 25% in HPG. There is a
one-notch impact on the class B notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The notes are at their maximum achievable ratings as rating caps
have been applied to the class B and C notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Equity Release Funding No.5 Plc
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pool[s] ahead of the transaction's initial
closing. The subsequent performance of the transaction 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 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.
HUB BOX: Set to Continue Growth After Sale of Business, Assets
--------------------------------------------------------------
The future of Hub Box, the popular South West-based burger chain,
has been secured following a sale of the business.
The transaction will see all of Hub Box's 10 restaurants across the
South West of England continue to trade, with all of the Company's
circa 300 staff transferring to the purchaser as part of the deal.
Hub Box has been working with its advisers from Interpath Advisory
to explore investment options that could support its continued
operations and its future expansion.
Despite seeing consistent revenue growth over the past three years,
the Company had recently been impacted by rising food, energy,
interest and labour costs. With pressure on cashflow increasing,
the directors sought to explore their investment options, including
a sale of the business. However, when a solvent solution could not
be found, they took steps to seek the appointment of
administrators.
Consequently, Steve Absolom and Will Wright from Interpath Advisory
were appointed joint administrators to Hub Box Limited on 11 July
2024.
Immediately following their appointment, the joint administrators
sold the business and assets of the Company to South West
Restaurants Limited.
Sam Birchall, head of Special Situations at Interpath Advisory who
led the transaction, said: "Hub Box has grown a loyal customer base
in the South West but, like many other casual dining operators, has
been hit hard in recent years by high cost inflation.
"We're pleased to have secured this transaction which safeguards
the future of the brand and which, importantly, preserves
employment for 300 staff. We wish all at the Company the best for
the future."
Hub Box Limited is a licensed restaurant operator. Its registered
office is at First Floor Offices, 68 Lemon Street, Truro, TR1 2PR.
The Joint Administrators may be reached at:
Stephen John Absolom
William James Wright
Interpath Advisory
Interpath Ltd
10 Fleet Place
London, EC4M 7RB
For further details, contact:
Halina Hayre
Tel: 0203 989 2840
PHARMANOVIA BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Pharmanovia Bidco Limited's (formerly
Atnahs) Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch has assigned its new EUR980 million term loan
facilities a final rating of 'BB-' with a Recovery Rating of 'RR3'.
This follows the completion of its amend and extend (A&E) of its
term loan B (TLB), with its final terms in line with its
expectations.
Fitch projects limited rating headroom under current sensitivities.
However, the Stable Outlook reflects Fitch's expectation that
Pharmanovia will regain its strong profitability after temporary
softness, with mild but steady revenue growth and high cash
generation. Fitch also expects it to maintain its disciplined
approach to M&A, aimed at strengthening defined strategic
therapeutic areas. All this should lead to gradually declining
leverage under its rating case.
KEY RATING DRIVERS
Exhausted Leverage Headroom: Pro-forma for the A&E, EBITDA leverage
would have been 5.6x at FYE24 (year-end March). Fitch forecasts
EBITDA leverage to remain around 5.5x in FY25 before it improves
toward 5.0x in FY28 on gradual performance recovery and IP drug
acquisitions. The TLB upsize as part of the A&E creates additional
financial flexibility for continuing M&A activities, in its view.
As there is no leverage headroom under its rating case, extensively
debt- funded acquisitions, particularly leading to a more volatile
revenue profile and increased business risk, would put pressure on
ratings. Exercising the same discipline previously shown when
targeting product acquisitions and maintaining defensive product
portfolio characteristics will be key to maintaining the company's
credit profile.
Strategy Adjustment; Manageable Execution Risks: Pharmanovia's
decision to bring in-house some functions, such as marketing and
distribution, will in its view, enable management to have greater
control over sales, in an effort to achieve organic growth, albeit
mild. Further, selected expansion in China has widened the
company's franchise. Nevertheless, the strategy has some execution
risks due to an evolving regulatory environment in China, which
accounts for about 25% of Pharmanovia's sales. Inability to achieve
profitable organic growth may lead to a negative rating action.
Temporarily Soft Profitability: Fitch anticipates that the company
will be able to weather profitability challenges related to lower
pricing for Rocaltrol in China and the integration of its acquired
lower-margin Elipse in the short term. Fitch forecasts
Fitch-defined EBITDA margin of above 40% in FY25, up from 38.5% in
FY24. Fitch expects lower prices and volumes of Rocaltrol sales in
Chinese hospitals to be mitigated by volume growth in retail
channels and lower distribution costs. Fitch also projects that
effective life-cycle management should improve profits generated
from Elipse once it has been integrated into Pharmanovia's
portfolio.
Strong Free Cash Flow: The IDR remains anchored in Pharmanovia's
strong free cash flow (FCF), which Fitch forecasts to be sustained
at around 10% of revenue. This is lower than historical levels due
to milestone contingent payments to the Patel family and Roche for
acquiring the commercial rights of Rocatrol in China.
Nevertheless, Fitch views Pharmanovia's strong internal liquidity
as a key attribute of its credit profile, as it allows the company
to sustain earnings of its moderately declining portfolio,
self-fund much of its growth and maintain adequate financial
flexibility. Fitch expects FCF to be reinvested in product
additions and portfolio expansion, rather than towards debt
prepayment or distribution to shareholders.
Focus on Balanced Growth: Fitch expects Pharmanovia to increase its
focus on organic growth in its defined therapeutic areas, driven by
its efforts in product redevelopment and new market launches. This
is underscored in its in-licensing agreement to market and further
develop Sunosi, a treatment for excessive daytime sleepiness. This
strategy complements its M&A-driven growth and diversification
strategy and has gained momentum since the pandemic. However, it
has yet to demonstrate its ability to expand organically on a
sustained basis. Fitch thus projects a moderate decline of its
established off-patent drug portfolio, subject to active life-cycle
management.
Constrained by Scale: Pharmanovia's rating is constrained by its
small size, despite recent product additions. Similarly, Fitch
views the company's narrow product portfolio as a rating
constraint, although Fitch expects this to improve as it continues
to grow through medium-to-large acquisitions.
DERIVATION SUMMARY
Fitch rates Pharmanovia based on, and conducts peer analysis using,
its global navigator framework for pharmaceutical companies. Fitch
considers Pharmanovia's 'B+' rating against other asset-light
scalable niche pharmaceutical companies such as CHEPLAPHARM
Arzneimittel GmbH (B+/Stable), ADVANZ PHARMA HoldCo Limited
(B/Stable) and Neopharmed Gentili S.p.A. (Neopharmed; B/Stable).
Pharmanovia's lack of business scale and a concentrated brand
portfolio, albeit benefiting from growing product and wide
geographic diversification within each brand, constrains its IDR to
the 'B' rating category. Pharmanovia and Cheplapharm, which both
operate asset-light business models, have historically had almost
equally high and stable operating and cash flow margins. However,
Cheplapharm has greater rating headroom derived from its robust
operating performance, combined with stronger liquidity and
moderate financial risk.
The difference with lower-rated ADVANZ PHARMA is due mainly to
ADVANZ's higher execution risks in its refocused strategy to
actively develop and market targeted specialist generic drugs in
combination with remaining litigation risks, while Neopharmed's
lower rating is due to its slightly smaller operations and higher
leverage.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Sales growth of 2%-3% a year through to FY27 from 4.5% in FY24
- EBITDA margin stable at around 40% through to FY27
- Broadly neutral trade working capital over FY25-FY27 after
outflow in FY24
- M&A of product IP and commercial infrastructure assets at GBP50
million-GBP75 million a year during FY25-FY27 (funded with
internally generated FCF), with targets acquired at an enterprise
value (EV)/sales of 4x
- Maintenance capex at around 1% of sales. Moreover, Fitch treats
acquisitions equivalent to 8%-10% of sales as capex, as it views
such investments as necessary to offset the organic portfolio
decline
- No debt-funded dividend payments
RECOVERY ANALYSIS
Pharmanovia's recovery analysis is based on a going-concern (GC)
approach, reflecting the company's asset-light business model
supporting higher realisable values in financial distress compared
with balance-sheet liquidation. Financial distress could arise
primarily from material revenue contraction following volume losses
and price pressure given Pharmanovia's exposure to generic
pharmaceutical competition, possibly also in combination with an
inability to manage the cost base of a rapidly growing business.
Fitch maintains its post-restructuring GC EBITDA estimate of GBP120
million (EUR137 million) and apply a 5.5x distressed EV/EBITDA
multiple, reflecting the underlying value of the company's growing
portfolio of IP rights before considering value added through
portfolio and brand management. This multiple is also in line with
the distressed multiples for other Fitch-rated asset-light pharma
peers.
Under the new capital structure, its principal waterfall analysis
generated a Recovery Rating of 'RR3' for the all senior secured
capital structure after deducting 10% for administrative claims,
comprising the senior secured TLB of EUR980 million and a revolving
credit facility (RCF) of about EUR203 million, assumed to be fully
drawn before distress, with both facilities ranking equally among
themselves. This indicates a 'BB-'/'RR3' instrument rating for the
senior secured debt with an output percentage based on current
metrics and assumptions at 57%.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Fitch does not envisage an upgrade to the 'BB' rating category in
the medium term until Pharmanovia achieves a maturing business risk
profile, characterised by sustainable revenue; a more diversified
product portfolio, as well as resilient operating and strong FCF
margins that allow the company to finance development M&A and
reduce execution risks
- Conservative leverage policy leading to EBITDA leverage at or
below 4.0x on a sustained basis
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Inability to execute its profitable organic growth strategy, with
EBITDA margins at around 40% on a sustained basis
- Positive but continuously declining FCF
- A more aggressive financial policy leading to EBITDA leverage
above 5.5x on a sustained basis
- EBITDA interest coverage below 3x on a sustained basis
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: Fitch estimates cash on balance sheet at
around GBP30 million (excluding GBP5 million Fitch deems as not
readily available) at FYE24. After A&E completion, the company has
a full access to its EUR203 million RCF. It also benefits from
consistently positive FCF generation and no maturities until 2030,
leading to comfortable liquidity.
ISSUER PROFILE
Pharmanovia is a UK-based specialty pharma focused on acquiring and
managing branded off-patent drugs. Main therapeutic areas are
cardiovascular, endocrinology, neurology and oncology.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Pharmanovia Bidco
Limited LT IDR B+ Affirmed B+
senior secured LT BB- New Rating RR3 BB-(EXP)
SELINA HOSPITALITY: Names Joint Administrators as Insolvency Looms
------------------------------------------------------------------
Selina Hospitality, PLC disclosed in a Form 6-K Report filed with
the U.S. Securities and Exchange Commission that, the Board of
Directors of the Company has resolved that the Company no longer
has any reasonable prospects of avoiding an insolvency. The Board
now believes that all alternative options have been exhausted, and
on July 22, 2024, the Company appointed Andrew Johnson, Samuel
Ballinger and Ali Khaki of FTI Consulting LLP as joint
administrators. The Joint Administrators do not have funding to
provide ongoing support to the Company's operating subsidiaries.
The Joint Administrators are exploring all options available to the
Company, which may include a sales process of some or all of the
operating subsidiaries and other assets of the group, subject to
the Joint Administrators obtaining the necessary funding to run
such a process.
Following appointment of the Joint Administrators by the directors
of the Company pursuant to Paragraph 22 Schedule B1 of the UK
Insolvency Act 1986, the Joint Administrators assumed management of
the Company's affairs, business and property, in lieu of the
Company's Board of Directors, as of July 22, 2024.
As the Joint Administrators have not been appointed over the
Company's operating subsidiaries, control of the day-to-day
business of the operating subsidiaries remains with the directors
and management of the operating subsidiaries.
As a result of the Company filing for administration, the Company
will not be able to regain compliance with the listing requirements
of The Nasdaq Stock Exchange and it is expected that its securities
will be delisted from the Nasdaq.
About Selina Hospitality
Headquartered in London, England, Selina Hospitality PLC is an
operator of lifestyle and experiential Millennial- and Gen
Z-focused hotels, with 118 destinations opened in 24 countries
across six continents.
Tysons, Virginia-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 28, 2023, citing that the Company has suffered
historical losses from operations, has a net capital deficiency,
negative working capital and cash outflows from operations that
raise substantial doubt about its ability to continue as a going
concern.
In December 2023, the Company missed certain payments due under an
Indenture with Wilmington Trust, National Association, as trustee,
dated as of Oct. 27, 2022, in respect of 6% Convertible Senior
Notes due 2026. The Company announced on Feb. 5, 2024, that it had
received a notice from a holder of more than 25% of the principal
amount of the 2026 Notes informing the Company that the holder was
purporting to exercise its right under the Indenture to accelerate
the outstanding principal amount of, premium (if any) on and
accrued and unpaid interest due under all of the 2026 Notes. The
Company said in March it has engaged with relevant noteholders to
discuss potential settlement arrangements and is assessing its
legal position. "There can be no assurances that such discussions
will result in a successful outcome and the Company may need to
consider formal restructuring options in relation to the
indebtedness due under the 2026 Notes and its other liabilities,"
the Company warned.
SIRANE LIMITED: Interpath's Pole & Grant Named Administrators
-------------------------------------------------------------
Chris Pole and Ryan Grant from Interpath Advisory were appointed
Joint Administrators of Sirane Limited on 15 July 2024.
Sirane is a leading packaging development-to-manufacturing
business, specialising in the design and manufacture of innovative
packaging solutions and absorbent products, supplying to customers
worldwide. The Company operates across several sectors including
food packaging, medical and healthcare, horticulture, and
industrial applications.
Over recent months, the group has faced financial difficulties due
to the impact of rising raw material costs, energy prices and
supply constraints. As a result, Interpath Advisory was engaged by
the Company to review its strategic options. Despite significant
efforts, a solvent solution could not be found, and the director
made the decision to place the company into administration.
Prior to appointment, the company had 194 employees across the
Company's three sites in Telford. The Joint Administrators have
retained 22 employees to assist in the realisation of assets and
the undertaking of their statutory duties. Regrettably, as it was
not possible to continue to trade the business in administration,
the remaining 172 members of staff have been made redundant.
The Joint Administrators are exploring a number of options
including seeking a buyer for the businesses, exploring interest in
the Company's plant and machinery, and realising the remaining
assets.
Chris Pole, Managing Director at Interpath and Joint Administrator,
said: "Unfortunately, the significant financial difficulties faced
by Sirane due to rising raw material costs, increasing energy
prices, and supply chain constraints have left the company in an
unsustainable position.
"Our primary focus is to support those affected employees,
providing them with the guidance and resources needed to file
claims from the Redundancy Payments Service."
Customers and suppliers will be contacted directly by the
administration team to discuss the administration and next steps.
Sirane Limited is a manufacturer of articles of paper and
paperboard. Its registered office is at Stafford Park 10, Telford,
TF3 3AB.
The Joint Administrators may be reached at:
Christopher Robert Pole
Ryan Grant
Interpath Advisory Ltd
2nd Floor, 45 Church Street
Birmingham, B3 2RT
For further details, contact:
Oliver Trotman
Tel: 0121 817 8657
E-mail: sirane@interpath.com
[*] Interpath Advisory Hits 26 Transactions in H1 2024
------------------------------------------------------
The deal advisory practice at Interpath worked on 26 transactions
over the past six months, across its M&A, transaction services, and
debt advisory teams.
Notable deals completed in 2024 so far includes Bunzl's acquisition
of Nisbets UK, Mitchells Group acquisition of Allied Grain Systems,
an acquisition for a leading automotive OEM, and the $60m
refinancing of Naked Wines Plc.
Interpath has established itself in the UK advisory market with a
team of more than 30 Managing Directors and 180 deal advisory
professionals based in dealmaking communities across the UK in 11
offices.
Managing Director hires in the UK this year in deal advisory
include Simon Mower from KPMG to lead Interpath's UK Real Estate
Debt Advisory business, Head of Structured Finance and
Securitisation Jenna Picken from EY and Stuart Mogg who has also
joined from EY to head up Financial Services Debt and Capital
Advisory for the firm in the UK. Nick Parkhouse formally joined the
firm in March this year to lead its Financial Services Deal
Advisory offer.
Alongside its operations in the UK, Ireland and Caribbean,
Interpath recently launched its office in Paris, France, alongside
a number of prominent hires in deal advisory.
Russ Worrall, Transaction Services specialist and Head of UK
Advisory at Interpath, said: "Our deal advisory practice is
thriving and is working on some of the most stand-out transactions
in the UK. The investment we've made is challenging the industry
and brings in hands-on senior advisors, and some of the best
operators in the market. This is a confident signal of our ambition
and commitment to build a leading international advisory offering.
Our conflict-free and independent model gives us agility and the
ability to provide our clients, whether funders, business owners,
sponsors, or corporates the very best counsel."
Neil Sumner, Head of UK M&A Advisory at Interpath, said: "The M&A
market is regaining momentum and confidence is building to
transact. The first half of the year has shown that quality deals
backing strong management teams and propositions will get done, no
matter the market conditions. It also reflects the value that
dealmakers on the ground have in business communities and
industries across the UK in securing the investment that is so
crucial to economic dynamism and growth.
"Looking ahead, we expect the UK's exceptionally strong and potent
private equity market to both increase investment and look to
recycle capital. Economic conditions are more stable than the last
18 months, which makes forecasting easier and provides confidence
to invest. Corporates are also likely to continue to be a
significant part of the M&A market. The sizeable impact of Brexit,
COVID, and increasing environmental pressures continue to require
corporates to adapt their strategies which, in turn, drives the
need for M&A either to acquire and fill skills gaps or divest of
non-core operations.
John Miesner, Head of UK Debt Advisory at Interpath, said:
"Stability is the key to a buoyant debt market and for the first
time in a long time, there is an air of calm in the macroeconomy.
Whilst interest rates remain high, volatility in swap rates has
subsided and the markets are forecasting a stable 12 months of 4-5%
rates, which should give all deal makers enough visibility to
transact. Supply of debt still significantly outstrips demand, so
it remains a good time for borrowers who have a compelling
proposition to go to market. Our pipeline suggests there are a
growing number of people eyeing up the autumn as a good time to
kick off refinancings."
About Interpath Advisory
Interpath recently opened its first office in France in the 9th
arrondissement of Paris under the management of Barema Bocoum.
Building on this momentum, Interpath aims more broadly to continue
its development in continental Europe, and to continue to enrich
its offer in France for companies and investment funds
The company was founded in May 2021 following the sale of KPMG's UK
Restructuring practice to H.I.G. Europe, the European affiliate of
H.I.G. Capital LLC, and Interpath's managing directors. Initially
based in the U.K., Interpath has grown rapidly and in addition to
its office in Paris, now operates across 15 other offices in the
UK, Ireland, BVI and Cayman Islands. The firm currently employs
over 750 professionals.
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S U B S C R I P T I O N I N F O R M A T I O N
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