/raid1/www/Hosts/bankrupt/TCREUR_Public/240823.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Friday, August 23, 2024, Vol. 25, No. 170
Headlines
G E R M A N Y
THYSSENKRUPP AG: Egan-Jones Retains BB- Senior Unsecured Ratings
ZF FRIEDRICHSHAFEN: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
I R E L A N D
ARINI EUROPEAN III: Fitch Assigns B-sf Final Rating to Cl. F Notes
CARLYLE GLOBAL 2016-1: Moody's Affirms B3 Rating on Cl. E-R Notes
CVC CORDATUS XXIII: Moody's Gives Ba3 Rating to EUR26.8MM E Notes
CVC CORDATUS XXXII: S&P Assigns Prelim B- (sf) Rating to F-2 Notes
JUBILEE CLO 2019-XXII: S&P Assigns B- (sf) Rating to Cl. F-R Notes
PERRIGO COMPANY: Egan-Jones Retains BB Senior Unsecured Ratings
TRINITAS EURO II: Fitch Assigns B-sf Final Rating to Cl. F-RR Notes
N E T H E R L A N D S
NOURYON LIMITED: Moody's Assigns B2 CFR, Outlook Positive
S P A I N
TELEFONICA SA: Egan-Jones Retains BB- Senior Unsecured Ratings
U N I T E D K I N G D O M
AYIMA LIMITED: Moorfields to Lead Administration
CARDIFF AUTO 2024-1: Fitch Assigns B+sf Final Rating to Cl. F Notes
CONSTELLATION AUTOMOTIVE: Fitch Lowers LongTerm IDR to 'CCC+'
COVENTRY AND RUGBY: Moody's Cuts Rating on GBP407.2MM Bonds to Caa3
LONDON WALL 2024-01: Fitch Puts 'BB-sf' Final Rating on Cl. X Notes
MBPY REALISATIONS: Leonard Curtis Named as Administrators
TIME GB (OFFICES): FRP Advisory Named as Administrators
TIME GB (SOUTH DEVON): FRP Advisory to Lead Administration
TIME GB (SUSSEX): FRP Advisory Named as Administrators
X X X X X X X X
[*] BOOK REVIEW: Transcontinental Railway Strategy
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G E R M A N Y
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THYSSENKRUPP AG: Egan-Jones Retains BB- Senior Unsecured Ratings
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Egan-Jones Ratings Company, on August 15, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by thyssenkrupp AG. EJR also withdrew the rating on
commercial paper issued by the Company to B from A3.
Headquartered in Essen, Germany, thyssenkrupp AG manufactures
industrial components.
ZF FRIEDRICHSHAFEN: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
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S&P Global Ratings revised its outlook on Germany-based auto
supplier ZF Friedrichshafen AG (ZF) to negative from stable, and
affirmed its 'BB+' long-term issuer credit rating and issue ratings
on the company and its unsecured debt.
The negative outlook reflects the potential for a downgrade if S&P
expects that ZF will fail to restore free operating cash flow
(FOCF) to debt to about 7% and maintain funds from operations (FFO)
to debt above 20% in 2025.
ZF's cash conversion is affected by weaker end-market conditions
and higher interest expenses. S&P said, "We anticipate the group's
organic revenue will decline by about 2% in 2024 (7.7% when
including the deconsolidation of its chassis modules business) due
to declining CV and LV production. Although we assume a gradual
recovery in 2025, with ZF's sales growing by about 3%, we project
the drop owing to the smaller revenue base will result in lower
earnings and cash flow than previously expected, with the group's
FOCF declining to about EUR560 million this year from EUR625
million in 2023. Although we anticipate a gradual improvement to
EUR700 million next year, we estimate this could still translate
into ZF's S&P Global Ratings-adjusted FOCF-to-debt ratio staying
below the 7% level we deem commensurate with a 'BB+' rating, at
5.7% in 2025 compared with 4.4% projected in 2024 and 4.6% in
2023."
S&P said, "We anticipate the group's FFO to debt will be relatively
weak for the rating in 2024, declining to 19.3% from 20.8% last
year as a result of lower earnings and higher cash taxes and
interest paid. That said, we project higher earnings and the
group's policy to reduce its indebtedness with free cash flow will
allow a recovery above our 20% minimum threshold in 2025, which
supports the rating at this stage.
"We project that increasing cash interest expense to about EUR680
million in 2024 and 2025 from EUR594 million last year will remain
a constraint to its FFO and FOCF capacity. In addition, while we
anticipate that ZF will be able to slightly reduce its capital
expenditure (capex) to about EUR2.0 billion this year from EUR2.1
billion in 2023 thanks to lower orders, this will continue to
represent a sustained level of 4.6% of its sale to support the
launch of new products.
"Uncertain production recovery and higher restructuring costs could
constrain ZF's profitability improvements through 2025. Our
base-case assumes that the group's profitability will materially
improve in the second half of 2024 thanks to the gradual
implementation of its cost-saving and efficiencies program
initiated this year, original equipment manufacturers'
compensations linked to lower production volumes, as well as lower
seasonal R&D expenses and product launch costs. We estimate this
will translate in ZF's S&P Global Ratings-adjusted EBITDA margin
expanding to 8.8% in 2024 from 8.3% last year. However, we
anticipate further profitability improvements from additional
efficiencies and a gradual end-market recovery next year will
likely be partially offset by higher restructuring costs of at
least EUR200 million, from EUR90 million in 2024, such that ZF's
adjusted EBITDA margin will moderately increase to 9.1% in 2025.
The group recently announced sizable footprint optimization and
headcount reduction plans for its German operations and electrified
powertrain technology division, which we believe will likely impact
its profitability in the short term before yielding cost savings.
We also think that a scenario where auto production and electric
vehicle penetration growth remain lower for longer--particularly in
Europe where ZF generates about 45% of its sales--would likely
further constrain its margins and credit metrics.
"ZF's financial policy continues to support the rating, although it
is yet to translate into meaningful deleveraging. We think that
ZF's management remains committed to reducing its debt load through
FOCF generation and asset disposals, while its foundation ownership
continues to translate into modest dividend payments. We assume a
net det reduction of EUR500 million in 2025 from the group's
divestments, including the sale of 50% of its chassis modules
business to Foxconn completed on April 30, 2024. In parallel, ZF
carved out its passive safety systems division and set it up as an
independent business on Jan. 1, 2024. At this time, the size of the
stake to be sold, transaction timing, and the related amount of
proceeds that will follow through to ZF remain unknown, so we do
not reflect the transaction in our current base case. However, we
estimate that a disposal would provide a tailwind to the group's
credit metrics only if it can successfully improve the
profitability and earnings of its remaining divisions in parallel,
including for its e-mobility and advanced driver assistance system
solutions, which we believe remain subject to high R&D investments.
ZF's passive safety systems division generated about 10% of the
group's sales in 2023."
Outlook
The negative outlook reflects the risk of a downgrade if S&P
expects ZF will fail to restore FOCF to debt of about 7% and
maintain FFO to debt above 20%.
Downside scenario
S&P could lower its rating on ZF in the next 12-18 months if it
fails to restore FOCF to debt of about 7% or its FFO to debt stays
below 20%. S&P believes this could stem from prolonged end-market
weakness, setbacks in achieving profitability improvements, or
higher investments required to fund the growth of its e-mobility
and other new products.
Upside scenario
S&P could revise its outlook on ZF to stable if S&P expects its
profitability and cash conversion will increase faster than
currently anticipated, thanks to its performance programs and
stronger end-market demand, such that its FOCF-to-debt and
FFO-to-debt ratios sustainably improve to about 7% and above 20%.
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I R E L A N D
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ARINI EUROPEAN III: Fitch Assigns B-sf Final Rating to Cl. F Notes
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Fitch Ratings has assigned Arini European CLO III DAC final
ratings, as detailed below.
Entity/Debt Rating
----------- ------
ARINI EUROPEAN CLO III DAC
Class A Notes XS2841159887 LT AAAsf New Rating
Class B Notes XS2841160034 LT AAsf New Rating
Class C Notes XS2841160463 LT Asf New Rating
Class D Notes XS2841160620 LT BBB-sf New Rating
Class E Notes XS2841160976 LT BB-sf New Rating
Class F Notes XS2841161354 LT B-sf New Rating
Subordinated Notes XS2841161511 LT NRsf New Rating
Transaction Summary
Arini European CLO III DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of unsecured
senior obligations, second-lien obligations, mezzanine obligations
and high-yield bonds. Net proceeds from the notes have been used to
fund an identified portfolio with a target par of EUR400 million.
Squarepoint Capital, acting as portfolio manager, has outsourced
the operational day-to-day management to Arini Capital Management
Limited, which must adhere to the compliance framework of
Squarepoint. Once Arini Capital Management Limited has received all
necessary certifications, they will replace Squarepoint as manager.
This change is expected to make no difference to the day-to-day
management of the CLO. The CLO has a 5.2-year reinvestment period
and an 8.2-year weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 23.8.
Strong Recovery Expectation (Positive): At least 90% of the
portfolio comprise 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 63.8%.
Diversified Portfolio (Positive): The transaction includes two
Fitch matrices effective at closing, corresponding to two
fixed-rate asset limits at 5% and 10% and an 8.2-year WAL. It has
two other matrices corresponding to the same fixed-rate asset
limits but a 9.2-year WAL, which can be selected within one year
after closing. Both matrix sets are subject to a par condition at
the reinvestment target par balance (RTPB). It also has two forward
matrices, corresponding to a 10% fixed-rate asset limit and a
7.2-year WAL, subject to a par condition at the RTPB and RTPB minus
EUR2 million, respectively.
The transaction also has various concentration limits in the
portfolio, including a top-10 obligor concentration limit at 20%
and a maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which can be one year after
closing at the earliest. The WAL extension is at the option of the
manager but subject to conditions including satisfying the
collateral-quality, portfolio-profile, and coverage tests as well
as aggregate collateral principal amount (including defaults at
Fitch-calculated collateral value) being at least equal to the
RTPB.
Portfolio Management (Neutral): The transaction has a 5.2-year
reinvestment period, which is governed by reinvestment criteria
that are similar to those of other European transactions. Fitch's
analysis is based on a stressed-case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio analysis and matrices analysis is 12 months less than the
WAL covenant to account for structural and reinvestment conditions
after the reinvestment period. These include passing both the
coverage tests and the Fitch 'CCC' maximum limit, as well as a WAL
covenant that progressively steps down over time. Fitch believes
these conditions would 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 no rating impact on the
class A to E notes and a downgrade to below 'B-sf' for the class F
notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B, D and E
notes display a rating cushion of two notches and the class C and F
notes of three notches. The class A notes are at the highest
achievable rating and therefore have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to a downgrade of up to
four notches for the class A, B and C notes, three notches for the
class D notes and to below 'B-sf' for the class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would result in an upgrade of no more than four notches
across the structure, apart from the 'AAAsf' notes.
During the reinvestment period, upgrades, which will be based on
the Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades may result from a stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
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 Arini European CLO
III 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.
CARLYLE GLOBAL 2016-1: Moody's Affirms B3 Rating on Cl. E-R Notes
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Moody's Ratings has upgraded the ratings on the following notes
issued by Carlyle Global Market Strategies Euro CLO 2016-1
Designated Activity Company:
EUR12,500,000 Class B-1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Feb 8, 2024
Upgraded to Aa3 (sf)
EUR17,000,000 Class B-2-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Feb 8, 2024
Upgraded to Aa3 (sf)
EUR21,900,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Feb 8, 2024
Affirmed Baa1 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR269,700,000 (Current outstanding balance EUR 130,848,789) Class
A-1-R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Feb 8, 2024 Affirmed Aaa (sf)
EUR11,200,000 Class A-2-A-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Feb 8, 2024 Upgraded to Aaa
(sf)
EUR20,000,000 Class A-2-B-R Senior Secured Fixed Rate Notes due
2031, Affirmed Aaa (sf); previously on Feb 8, 2024 Upgraded to Aaa
(sf)
EUR9,300,000 Class A-2-C-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Feb 8, 2024 Upgraded to Aaa
(sf)
EUR30,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Feb 8, 2024
Affirmed Ba2 (sf)
EUR13,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B3 (sf); previously on Feb 8, 2024
Affirmed B3 (sf)
Carlyle Global Market Strategies Euro CLO 2016-1 Designated
Activity Company, issued in May 2016 and refinanced in May 2018, is
a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by CELF Advisors LLP. The transaction's reinvestment period
ended in November 2022.
RATINGS RATIONALE
The rating upgrades on the Classes B-1-R, B-2-R and C-R notes are
primarily a result of the deleveraging of the Class A-1-R notes
following amortisation of the underlying portfolio since the last
rating action in February 2024.
The affirmations on the ratings on the Classes A-1-R, A-2-A-R,
A-2-B-R, A-2-C-R, D-R and E-R notes are primarily a result of the
expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
The Class A-1-R notes have paid down by approximately EUR59.4
million (22%) since the last rating action in February 2024 and
EUR138.9 million (51.5%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the trustee report dated July 2024
[1] the Class A, Class B, Class C, Class D and Class E OC ratios
are reported at 164.84%, 140.63%, 126.80%, 111.75% and 106.29%
compared to February 2024 [2] levels of 139.17%, 125.80%, 117.43%,
107.62% and 103.86% respectively.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR282.2m
Diversity Score: 37
Weighted Average Rating Factor (WARF): 3068
Weighted Average Life (WAL): 3.37 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.59%
Weighted Average Coupon (WAC): 4.03%
Weighted Average Recovery Rate (WARR): 44.05%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
CVC CORDATUS XXIII: Moody's Gives Ba3 Rating to EUR26.8MM E Notes
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Moody's Ratings announced that it has assigned the following
definitive ratings to refinancing notes issued by CVC Cordatus Loan
Fund XXIII Designated Activity Company (the "Issuer"):
EUR39,500,000 Class B-1 Senior Secured Floating Rate Notes due
2036, Assigned Aa2 (sf)
EUR27,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned A2 (sf)
EUR35,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned Baa3 (sf)
EUR26,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned Ba3 (sf)
At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:
EUR2,500,000 (Current outstanding amount EUR312,500) Class X
Senior Secured Floating Rate Notes due 2036, Affirmed Aaa (sf);
previously on Apr 27, 2022 Definitive Rating Assigned Aaa (sf)
EUR285,000,000 Class A-1 Senior Secured Floating Rate Notes due
2036, Affirmed Aaa (sf); previously on Apr 27, 2022 Definitive
Rating Assigned Aaa (sf)
EUR25,000,000 Class A-2 Senior Secured Floating Rate Notes due
2036, Affirmed Aaa (sf); previously on Apr 27, 2022 Definitive
Rating Assigned Aaa (sf)
EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2036,
Affirmed Aa2 (sf); previously on Apr 27, 2022 Definitive Rating
Assigned Aa2 (sf)
EUR15,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2036, Affirmed B3 (sf); previously on Apr 27, 2022
Definitive Rating Assigned 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 rating affirmations of the Class X notes, Class A-1 notes,
Class A-2 notes, Class B-2 notes and Class F notes are a result of
the refinancing, which has no impact on the ratings of the notes.
As part of this refinancing, the Issuer has amended minor
features.
CVC Credit Partners Investment Management Limited ("CVC") 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 two-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 Moody's
methodology.
Moody's used the following base-case modeling assumptions:
Target Par Amount (including recoveries): EUR500.0 million
Defaulted Par: EUR2.7 million as of July 15, 2024
Diversity Score: 61
Weighted Average Rating Factor (WARF): 3142
Weighted Average Spread (WAS): 3.97%
Weighted Average Coupon (WAC): 4.64%
Weighted Average Recovery Rate (WARR): 43.37%
Weighted Average Life (WAL): 5.5 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.
CVC CORDATUS XXXII: S&P Assigns Prelim B- (sf) Rating to F-2 Notes
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S&P Global Ratings assigned preliminary credit ratings to CVC
Cordatus Loan Fund XXXII DAC's class A loan and class A, B-1, B-2,
C, D, E, F-1, and F-2 notes. At closing, the issuer will also issue
unrated subordinated notes.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,639.94
Default rate dispersion 554.36
Weighted-average life (years) 5.01
Obligor diversity measure 123.04
Industry diversity measure 20.67
Regional diversity measure 1.18
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.69
Target 'AAA' weighted-average recovery (%) 5.68
Target weighted-average spread (%) 3.99
Target weighted-average coupon (%) 4.38
Rating rationale
Under the transaction documents, the rated loan and notes will pay
quarterly interest unless a frequency switch event occurs.
Following this, the loan and notes will switch to semiannual
payments. The portfolio's reinvestment period will end
approximately four and half years after closing.
The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
CDOs.
S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the portfolio's covenanted weighted-average
spread (3.90%), covenanted weighted-average coupon (4.50%), and
targeted weighted-average recovery rates at each rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings.
"Until the end of the reinvestment period on March 15, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"We expect the transaction's documented counterparty replacement
and remedy mechanisms to adequately mitigate its exposure to
counterparty risk under our current counterparty criteria.
"At closing, we expect that the transaction's legal structure and
framework will be bankruptcy remote, in line with our legal
criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for all
classes of notes and the loan. Our credit and cash flow analysis
indicates that the available credit enhancement for the class B-1
to F-1 notes could withstand stresses commensurate with higher
ratings than those assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
the assigned preliminary ratings.
"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our preliminary ratings are commensurate
with the available credit enhancement for all the rated classes of
notes and the loan.
"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 preliminary ratings on the class A
debt (the class A loan and A notes) and class B-1 to F-1 notes
based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-2 notes."
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it is managed by CVC Credit Partners
Investment Management Ltd.
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:
manufacture or, marketing of controversial weapons; tobacco
production; any borrower which derives more than 10 per cent of its
revenue from the mining of thermal coal; any borrower which is an
oil and gas producer which derives less than 40 per cent of its
revenue from natural gas or renewables. 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, we have not made any specific adjustments in our
rating analysis to account for any ESG-related risks or
opportunities."
Ratings list
PRELIM AMOUNT CREDIT
CLASS RATING* (MIL. EUR) INTEREST RATE§ ENHANCEMENT
(%)
A AAA (sf) 194.00 3mE + 1.27% 38.00
A-loan AAA (sf) 54.00 3mE + 1.27% 38.00
B-1 AA (sf) 36.00 3mE + 1.85% 26.50
B-2 AA (sf) 10.00 5.20% 26.50
C A (sf) 22.00 3mE + 2.15% 21.00
D BBB- (sf) 28.00 3mE + 3.15% 14.00
E BB- (sf) 18.00 3mE + 5.96% 9.50
F-1 B+ (sf) 5.00 3mE + 7.65% 8.25
F-2 B- (sf) 7.00 3mE + 8.57% 6.50
Sub notes NR 33.00 N/A N/A
*The preliminary ratings assigned to the class A loan and class A,
B-1, and B-2 notes address timely interest and ultimate principal
payments. The preliminary 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.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.
JUBILEE CLO 2019-XXII: S&P Assigns B- (sf) Rating to Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Jubilee CLO 2019-XXII
DAC's class A-1-R, A-2-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes. The issuer also issued EUR41.70 million of subordinated
notes.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date.
The ratings assigned to the reset notes reflect S&P's assessment
of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,806.17
Default rate dispersion 661.52
Weighted-average life (years) 4.01
Weighted-average life extended to cover the length
of the reinvestment period (years) 4.47
Obligor diversity measure 139.96
Industry diversity measure 23.46
Regional diversity measure 1.19
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.13
Actual 'AAA' weighted-average recovery (%) 36.80
Actual weighted-average spread (%) 3.80
Actual weighted-average coupon (%) 4.50
Rating rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.
S&P said, "The closing portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR500 million target par
amount, the covenanted weighted-average spread (3.80%), the
covenanted weighted-average coupon (4.50%), and the actual
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"Until the end of the reinvestment period on Feb. 8, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework are bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1-R to F-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.
"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our ratings are commensurate with the
available credit enhancement for all the rated classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-1-R to E-R notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit (and or for some of these
activities there are revenue limits or can't be the primary
business activity) assets from being related to certain activities,
including, but not limited to, the following: coal, speculative
extraction of oil and gas, private prisons, controversial weapons,
non-sustainable palm oil production, speculative transactions in
soft commodities, tobacco, hazardous chemicals and pesticides,
trade in endangered wildlife, pornography, adult entertainment or
prostitution, civilian weapons or firearms, payday lending,
activities that adversely affect animal welfare. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."
Ratings list
AMOUNT CREDIT
CLASS RATING* (MIL. EUR) INTEREST RATE(%)§
ENHANCEMENT(%)
A-1-R AAA (sf) 304.25 3mE + 1.27 39.15
A-2-R AAA (sf) 9.15 3mE + 1.57 37.32
B-1-R AA (sf) 41.00 3mE + 1.85 26.52
B-2-R AA (sf) 13.00 5.15 26.52
C-R A (sf) 30.00 3mE + 2.20 20.52
D-R BBB- (sf) 32.50 3mE + 3.60 14.02
E-R BB- (sf) 20.00 3mE + 6.42 10.02
F-R B- (sf) 16.50 3mE + 8.38 6.72
Sub NR 41.70 N/A N/A
*The ratings assigned to the class A-1-R, A-2-R, B-1-R, and B-2-R
notes address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.
PERRIGO COMPANY: Egan-Jones Retains BB Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on August 15, 2024, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Perrigo Company PLC. EJR also withdrew the rating on
commercial paper issued by the Company to B from A3.
Headquartered in Dublin, Ireland, Perrigo Company PLC engages in
providing over-the-counter (OTC) self-care and wellness solutions.
TRINITAS EURO II: Fitch Assigns B-sf Final Rating to Cl. F-RR Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO II DAC reset notes
final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Trinitas Euro
CLO II DAC
A-R XS2462959995 LT PIFsf Paid In Full AAAsf
A-RR XS2865549625 LT AAAsf New Rating AAA(EXP)sf
B-R XS2462959722 LT PIFsf Paid In Full AAsf
B-RR XS2865549971 LT AAsf New Rating AA(EXP)sf
C-R XS2462960654 LT PIFsf Paid In Full Asf
C-RR XS2865550474 LT Asf New Rating A(EXP)sf
D-R XS2462960571 LT PIFsf Paid In Full BBB-sf
D-RR XS2865550631 LT BBB-sf New Rating BBB-(EXP)sf
E-R XS2462961033 LT PIFsf Paid In Full BB-sf
E-RR XS2865550805 LT BB-sf New Rating BB-(EXP)sf
F-R XS2462961207 LT PIFsf Paid In Full B-sf
F-RR XS2865551019 LT B-sf New Rating B-(EXP)sf
X-R XS2462959565 LT PIFsf Paid In Full AAAsf
X-RR XS2866439909 LT AAAsf New Rating AAA(EXP)sf
Transaction Summary
Trinitas Euro CLO II DAC is a securitisation of mainly senior
secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans.
Note proceeds have been used to redeem the existing notes (except
the subordinated notes) and to fund the existing portfolio with a
target par of EUR400 million. The portfolio is actively managed by
Trinitas Capital Management, LLC. The CLO has an approximately
5.2-year reinvestment period and a 9.2-year weighted average life
test (WAL).
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor of the identified portfolio is
23.5.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.2%.
Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices. Two are effective at closing, corresponding to
a 9.2-year WAL; two are effective one year after closing,
corresponding to a 8.2-year WAL with a target par condition at
EUR400 million, and another two effective two years after closing,
corresponding to a 7.2-year WAL with a target par condition at
EUR398 million. Each matrix set corresponds to two different
fixed-rate asset limits at 5% and 10%. All matrices are based on a
top-10 obligor concentration limit at 20%.
The transaction has a maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40%, among others.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The transaction has a reinvestment
period of about 5.2 years and includes reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests, the Fitch weighted average
rating factor (WARF) test and the Fitch 'CCC' bucket limitation
test after reinvestment as well as a WAL covenant that gradually
steps down, before and after the end of the reinvestment period.
Fitch believes these conditions would reduce the effective risk
horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would result in a downgrade of no more
than one notch for the class B-RR, C-RR, E-RR and F-RR notes and no
impact on the others.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-RR and D-RR notes have a
two-notch rating cushion, the class C-RR and E-RR notes have three
notches and the class F-RR notes have five notches. The class X-RR
and A-RR notes have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
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 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 three notches, except for
the 'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the 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
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 Trinitas Euro CLO
II DAC. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
=====================
N E T H E R L A N D S
=====================
NOURYON LIMITED: Moody's Assigns B2 CFR, Outlook Positive
---------------------------------------------------------
Moody's Ratings assigned a B2 corporate family rating and B2-PD
probability of default rating to Nouryon Limited (Nouryon) and has
withdrawn the B2 CFR and B2-PD PDR of Nouryon Holding B.V.
Concurrently, Moody's affirmed all the B2 ratings on Nouryon
Finance B.V.'s backed senior secured bank credit facilities. The
outlook for Nouryon Finance B.V. remains positive. The outlook for
Nouryon Limited is positive. The outlook for Nouryon Holding B.V.
prior to withdrawal was positive.
RATINGS RATIONALE
Moody's have decided to withdraw the ratings for Moody's own
business reasons.
The rating action follows Nouryon's change in its reporting entity.
The affirmation with a positive outlook reflects Moody's
expectation that the company's credit metrics will improve over the
next 12-18 months, potentially in line with Moody's expectation for
a higher rating, while its liquidity remains good.
With the release of its Q2-2024 results, the company changed its
reporting entity to Nouryon Limited from Nouryon Holding B.V.
Moody's understand that the main rationale for the reorganization
is to facilitate the company's intent to list the shares of Nouryon
Limited on an US stock exchange and there has been no meaningful
change on the guarantor and security package.
Moody's forecast that Nouryon gross leverage, as adjusted and
defined by us, declines below 5.5x by year end 2025 from currently
6.5x (or around 6x excluding foreign exchange losses) for the last
twelve months ended June 2024. In accordance with the company's
guidance, Moody's expect that Nouryon will prioritize net debt
reduction over capital investment in 2024.
Nouryon's B2 CFR continues to reflect its significant scale and
diversification in terms of geographies, production footprint and
end markets; leading positions in certain products; high exposure
to nonindustrial end markets; good profitability with EBITDA margin
above 20%; and good liquidity.
However, the company's relatively high point-in-time financial
leverage, as well as event and financial policy risks stemming from
the private equity ownership, continue to weigh on its credit
profile. The company paid dividends in 2022 and 2023 which were
partly funded by additional debt.
RATING OUTLOOK
The positive outlook highlights the potential that a continued
solid operating trajectory and better visibility on the financial
policy could result in an upgrade.
LIQUIDITY PROFILE
Nouryon's liquidity is good. As of June 2024, the company had $166
million of cash on balance. Nouryon's liquidity is supported by a
$750 million backed senior secured revolving credit facility
(maturing in 2026) as well as a stub of the former backed senior
secured revolving credit facility amounting to $33 million
(maturing in October 2024). About $632 million was available under
the two facilities as of end June 2024. In addition, the company
has access to a receivable securitization program (on balance
sheet, $256 million was used) which matures in 2027. In combination
with forecasted funds from operations, these funds are sufficient
to cover capital expenditure, working capital swings and day-to-day
cash.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider upgrading Nouryon's rating with expectations
for gross leverage comfortably below 5.5x on a sustainable basis
and if the company provides more clarity on its future financial
policy. An upgrade would also require RCF/debt in excess of 10% and
adjusted EBITDA interest coverage to be around 2.5x on a
sustainable basis, and maintenance of a good liquidity profile.
Moody's could consider downgrading Nouryon's rating if adjusted
gross leverage increases above 6.5x for a prolonged period of time
or in case of negative FCF. A more aggressive financial policy
including dividend payouts or debt financed acquisitions would also
be negative for the rating.
The principal methodology used in these ratings was Chemicals
published in October 2023.
COMPANY PROFILE
Nouryon Limited (Nouryon) is a leading global specialty chemicals
company. Nouryon serves a broad range of end markets. The company's
market position is supported by its advanced technologies and
industry know-how, and a global manufacturing footprint. In 2023,
Nouryon generated revenue of around $5.2 billion. The company is
owned by the Carlyle Group (majority shareholder) and the
Government of Singapore Investment Corporation.
=========
S P A I N
=========
TELEFONICA SA: Egan-Jones Retains BB- Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on August 16, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Telefonica SA. EJR also withdrew the rating on
commercial paper issued by the Company to B from A3.
Headquartered in Madrid, Spain, Telefonica SA operates as a
telecommunications company.
===========================
U N I T E D K I N G D O M
===========================
AYIMA LIMITED: Moorfields to Lead Administration
------------------------------------------------
Ayima Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), No 004475 of 2024 and
Michael Solomons of Moorfield was appointed as administrator on
Aug. 12, 2024.
Ayima Limited offers information technology services. Its
registered office address and principal trading address is at 1st
Floor 19 Clifftown Road, Southend-On-Sea, Essex, United Kingdom,
SS1 1AB.
The administrators can be reached at:
Michael Solomons
Moorfields
82 St John Street
London, EC1M 4JN
Tel No: 020 7186 1144
For further information, contact:
Tess Mitchell
E-mail: tess.mitchell@moorfieldscr.com
Tel No: 020 7186 1182
CARDIFF AUTO 2024-1: Fitch Assigns B+sf Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Cardiff Auto Receivables Securitisation
2024-1 plc (CARS 2024-1) final ratings, as listed below.
Entity/Debt Rating
----------- ------
Cardiff Auto Receivables
Securitisation 2024-1 plc
A XS2866378255 LT AAAsf New Rating
B XS2866378339 LT AAsf New Rating
C XS2866378412 LT Asf New Rating
D XS2866378503 LT BBBsf New Rating
E XS2866378685 LT BB+sf New Rating
F XS2866378768 LT B+sf New Rating
Z XS2866378842 LT NRsf New Rating
Transaction Summary
CARS 2024-1 is a static securitisation of auto loan receivables to
individuals resident in England or Wales, originated by Black Horse
Limited, a wholly-owned subsidiary of Lloyds Bank plc
(A+/Stable/F1).
Fitch rated the Cardiff Auto Receivables Securitisation 2018-1 plc
transaction in 2018.
KEY RATING DRIVERS
Exposure to Decline in Car Prices: The transaction is exposed to
residual value (RV) and voluntary termination (VT) risks. Fitch
applied rating-case stresses to used car prices, resulting in an
aggregate 'AAAsf' RV and a VT loss of 21.3%. This incorporates its
view that contracts originated at the peak of the used car market
are now exposed to a correction in prices. As the portfolio is
static, the portfolio's RV share is not stressed.
Good Default Performance: Fitch assumed a 1.5% base case default
rate and 50% base case recovery rate, based on historical
performance as well as Fitch's ABS asset performance outlook for
the UK. The pool's 'AAAsf' default and recovery rates are assumed
at 9.8% and 27.5%, respectively, resulting in a 'AAAsf' loss rate
of 7.1%. This is at the higher end of assumptions applied to
comparable UK transactions recently rated by Fitch, mainly owing to
lower-than-average recovery expectations.
Under-Hedging in Stressed Scenarios: The notes pay floating-rate
coupons, linked to compounded daily SONIA, while the asset pool
pays a fixed interest rate. A fixed-to-floating swap at closing
mitigates this interest rate mismatch. The swap notional is based
on a fixed schedule based on a 17.5% annual prepayment rate and
Fitch's cash-flow analysis shows the notes being under-hedged in
stressed scenarios where they amortise less quickly than the fixed
swap notional. As a result, the driving modelling scenario has
rising interest rates.
Servicing Continuity Risk Mitigated: Black Horse acts as servicer
in the transaction. Servicer continuity risk and payment
interruption risk (PIR) are reduced by the standard nature of the
assets, the availability of replacement servicers in the market and
the requirement to appoint a back-up servicer should the servicer's
parent, Lloyds Bank plc, be downgraded below 'BBB-'.
A liquidity reserve is available for all classes but once most
senior, the class B to F notes' initial coverage is between one and
two months of interest payments. This is shorter than Fitch's
criteria expectation, but there are other mitigating factors
against PIR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The ratings may be adversely affected by unforeseen economic
downturns, resulting in a marked escalation in default rates.
Furthermore, a pronounced shrinkage of the used-car market than
currently anticipated may affect both secured recoveries, which are
the main source of cash flow after borrower defaults, and vehicle
sale proceeds.
Expected impact on the notes' rating of increased defaults (class
A/B/C/D/E/F)
Increase defaults by 10%:
'AA+sf'/'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'B+sf'
Increase defaults by 25%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBsf'/'B+sf'
Increase defaults by 50%:
'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BBsf'/'Bsf'
Expected impact on the notes' rating of decreased recoveries (class
A/B/C/D/E/F)
Reduce recoveries by 10%:
'AA+sf'/'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'B+sf'
Reduce recoveries by 25%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBsf'/'B+sf'
Reduce recoveries by 50%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBsf'/'B+sf'
Expected impact on the notes' rating of increased defaults and
decreased recoveries (class A/B/C/D/E/F)
Increase defaults by 10%, reduce recoveries by 10%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BB+sf'/'B+sf'
Increase defaults by 25%, reduce recoveries by 25%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBsf'/'Bsf'
Increase defaults by 50%, reduce recoveries by 50%:
'AAsf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB-sf'/'Bsf'
Expected impact on the notes' rating of decreased net sale proceeds
(class A/B/C/D/E/F)
Reduce net sale proceeds by 10%:
'AAsf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf'
Reduce net sale proceeds by 25%:
'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'B+sf'/'CCCsf'
Reduce net sale proceeds by 50%:
'BBB+sf'/'BBB-sf'/'BBsf'/'BB-sf'/'CCCsf'/'NRsf'
Expected impact on the notes' rating of increased defaults and
decreased recoveries and net sale proceeds (class A/B/C/D/E/F)
Reduce net sale proceeds by 10%:
'AAsf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB-sf'/'Bsf'
Reduce net sale proceeds by 25%:
'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'B+sf'/'CCCsf'
Reduce net sale proceeds by 50%:
'BBB+sf'/'BBB-sf'/'BBsf'/'B+sf'/'CCCsf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Expected impact on the notes' rating of decreased defaults and
increased recoveries and net sale proceeds (class A/B/C/D/E/F)
Decrease defaults by 10%, increase recoveries by
10%:'AAAsf'/'AAsf'/'Asf' /'BBB+sf'/'BB+sf'/'B+sf'
Increase net sale proceeds by 10%: 'AAAsf'/'AAsf'/'A+sf'
/'A-sf'/'BBB-sf'/'BBsf
Decrease defaults by 10%, increase recoveries and net sale proceeds
by 10%:'AAAsf'/'AAsf'/'A+sf' /'A-sf'/'BBBsf'/'BBsf
CRITERIA VARIATION
Fitch has deviated from its Structured Finance and Covered Bonds
Counterparty Rating Criteria analysing PIR. The expected liquidity
coverage below two months for the class B to F notes and the lack
of replacement triggers are not fully aligned with the criteria
provisions for ratings above the 'A' category.
Nonetheless, Fitch does not view this deviation to be materially
different from the criteria, considering the short weighted average
life of the junior notes once they become most senior. It also
considers that the non-amortising nature of each reserve sub-ledger
will effectively reduce the time that the notes will be the most
senior, with coverage below the typical payment interruption period
of three months.
A number of other factors including the standard nature of the
assets, the availability of potential replacement servicers in the
UK auto market, and the need to appoint a back-up servicer upon the
loss of the 'BBB-' rating on Lloyds Bank plc, further mitigate the
risk of a long payment interruption event. In Fitch's view, PIR is
therefore sufficiently mitigated for all rated notes.
The variation has a two-notch rating impact on the class B notes,
and no impact on any of the other classes of notes at the current
ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CONSTELLATION AUTOMOTIVE: Fitch Lowers LongTerm IDR to 'CCC+'
-------------------------------------------------------------
Fitch Ratings has downgraded Constellation Automotive Group
Limited's (CAG) Long-Term Issuer Default Rating (IDR) to 'CCC+'
from 'B-'.
The downgrade reflects CAG's weak credit metrics and an uncertainty
around its EBITDA growth and deleveraging in view of continuing
subdued new car market and consumer demand. Fitch believes this
increases CAG's refinancing risks ahead of debt maturities in
January and July 2027. In its view, a lack of material deleveraging
over the next 18 months may indicate that the current capital
structure is unsustainable and can reduce the company's refinancing
options.
Key Rating Drivers
Excessive Leverage: CAG's EBITDA gross leverage remains high and
consistent with the 'CCC' rating category, despite falling to 10.8x
in FY24 (FY23: 15.1x). High leverage is driven by a large debt
burden that resulted from an aggressive financial policy, in
particular a dividend recapitalisation completed in 2021, and by
weakened profit generation due to a challenging operating
environment. In its view, a lack of material deleveraging over the
next 18 months will increase refinancing risks as CAG's revolving
credit facility (RCF) and GBP695 million high-yield bond mature in
January and July 2027, respectively.
Execution Risks to Deleveraging: Fitch believes that deleveraging
towards its positive rating sensitivity of 8.5x bears execution
risks as it is reliant on CAG achieving EBITDA of at least GBP230
million (equivalent to management-calculated pre-IFRS 16 EBITDA of
GBP250 million). This is materially higher than what the company
was able to generate over the past six years, except in FY22 when
CAG benefitted from strong demand and high car prices.
Uncertainty on New Car Supply: While the supply of new cars has
started to recover in 2023, fuelling transaction activity in the
used car market, Fitch believes it is unlikely to return to
pre-pandemic levels in the medium term. Fitch forecasts new car
registrations in the UK will increase to about 2 million a year in
2025 and stabilise around this level. As a result, CAG may need to
optimise its business model to adapt to these new market
conditions. Fitch also sees potential disruption from the zero
emission vehicle mandate as a longer-term risk as it requires all
new registered vehicles to be zero-emission by 2035. This mandate
includes annual targets starting from 2024 that progressively
increase each year.
Slow EBITDA Growth: CAG's Fitch-adjusted EBITDA grew to GBP171
million in the financial year to March 2024 (FY24) from GBP127
million in FY23. This was driven by car supply recovery, fee
increases and elimination of losses at Retail Ready after its
restructuring in FY23. Nevertheless, FY24 EBITDA was behind Fitch's
and management's expectations due to rapid market declines in
used-car values in 3QFY24, which reduced auction activity.
Volume Growth Key to EBITDA: CAG's EBITDA growth is reliant on
recovery in volumes from third-party vendors for its auctions and
on continued growth in the volumes of vehicles it buys from
consumers through its WeBuyAnyCar service in the UK.
Greater volumes would drive EBITDA growth due to operating
leverage, despite likely growth in marketing expenses to support
WeBuyAnyCar market-share gains. Fitch projects volume growth in
FY25 will partially come from a more stable price environment as
disruptions seen in 3QFY24 are unlikely to be repeated. Expansion
of CAG's international remarketing business and further cost
optimisation could also support EBITDA growth.
Volatile Free Cash Flow (FCF): Fitch-adjusted FCF turned positive
in FY24 after being negative over FY21-FY23, driven by
working-capital inflows due to reduced inventories, which Fitch
does not view as a sustainable cash source. Fitch projects FCF to
remain volatile, with improvements dependent not only on EBITDA
growth but also on a reduction in base interest rates. This is
because around 60% of CAG's debt is floating-rate and not hedged.
Fitch also assumes CAG will keep its capex at around GBP45 million
a year, well below FY21-FY23 levels, especially in FY22 that
included significant property investments.
Limited Diversification: CAG's diversification is limited by
product and geography as the company is focused on buying vehicles
and remarketing them predominantly in the UK. International vehicle
remarketing (Europe) accounted for less than 20% of EBITDA on
average for the past five years. CAG has made some acquisitions to
diversify its offerings in vehicle preparation, logistics, buying
and financing but its performance remains dependent on the churn of
vehicles. This reliance was highlighted by its weak trading in
FY23-FY24 as a lack of new cars in the market slowed the churn.
Complex Group Structure: CAG has operational links to a few other
businesses within the broader Constellation Automotive group. Such
businesses are material but excluded from the restricted group,
which is atypical compared with peers. In FY22, CAG provided a
GBP80.1million related-party loan, of which GBP24.1 million was
repaid in FY23. Fitch estimates that CAG's liquidity and leverage
would have been more favourable in FY22-FY23 had the loan not been
provided.
Strong Market Position in UK: CAG's market-leading positions
(around 4x larger by volume than its nearest competitor), density
of auction networks across the UK, large land requirements and
in-house logistics capabilities are strong competitive advantages.
An integrated business model means CAG benefits from fees across
the automotive value chain from preparation, logistics, buying and
financing of vehicles on top of core fees from conducting car
auctions. This positions CAG at the centre of the used-car market,
providing a large pool of vehicle data for its valuation models.
Derivation Summary
CAG benefits from a well-integrated business model with a
market-leading position in the UK and growing presence in Europe,
having transitioned to fully online auctions post-pandemic. CAG is
larger and better-integrated across the value chain than peers in
the automotive service industry, which allows for diversified
sources of income and a more resilient financial profile. Its
integrated business model of vehicle-buying, partner-finance and
logistics services is unique among direct peers and allows for some
downside protection.
CAG is rated lower than Speedster Bidco GmbH (B/Stable), one of the
largest European digital automotive classifieds platforms that
offers listing services to dealers and private sellers of used and
new cars, motorcycles and commercial vehicles. The rating
difference results from CAG's weaker financial structure,
refinancing risks and higher-risk business profile.
CAG's rating is lower than that of US-based peers operating in the
new and used auto dealership industry. AutoNation, Inc.
(BBB-/Stable), Asbury Automotive Group, Inc. (BB/Stable) and Sonic
Automotive, Inc (BB/Stable) have larger business scale, lower
leverage and greater financial flexibility than CAG.
Key Assumptions
Key Assumptions within its Rating Case for the Issuer:
- New car registrations in the UK increasing to 1.96 million in
FY25 and to 2 million in FY26, followed by stable volumes in the
following two years
- CAG's UK remarketing volumes increasing to 1.07 million in FY25,
around 1.13 million in FY26 and gradually growing to 1.19 million
in FY28
- Fitch-adjusted EBITDA to increase to around GBP200 million in
FY25 on the back of more stable used car prices, followed by
gradual improvement to around GBP230 million in FY27
- Interest payments on debt of around GBP150 million in FY25 and
then gradually declining over FY26-FY27
- Around GBP70 million outflow under working capital in FY25 before
reducing to small single-digit outflows over FY26-FY28
- Capex of around GBP45million a year over FY25-FY28
- No dividends or acquisitions to FY28
Recovery Analysis
RECOVERY RATING ASSUMPTIONS
Its recovery analysis assumes CAG would be restructured as a going
concern rather than be liquidated in a default. Fitch has assumed a
10% administrative claim in the recovery analysis.
CAG's post-reorganisation, going-concern EBITDA reflects Fitch's
view of a sustainable EBITDA of GBP145 million. It incorporated
some recovery from FY23 EBITDA of GBP127 million, which was
affected by Retail Ready losses and challenging market conditions
with new car registrations in UK at their lowest since 1982.
A distressed enterprise value (EV)/EBITDA multiple of 5.5x has been
applied to calculate a going-concern EV; this multiple reflects
CAG's leading market positions and logistics capabilities and
trusted brand.
Fitch assumes CAG's revolving credit facility (RCF) and ancillary
facilities (GBP250 million in total) are fully drawn in a
restructuring.
Its recovery analysis does not include CAG's GBP300 million
asset-backed finance facility that is used to fund the Partner
Finance business (ringfenced). This is because Fitch treats this
business as financial services operations and deconsolidate it, in
line with its methodology.
Its waterfall analysis generates a ranked recovery for senior
secured first-lien debt creditors in the 'RR4' band, indicating a
'CCC+' instrument rating for the secured debt, in line with the
IDR. The waterfall analysis output percentage on current metrics
and assumptions is 43%. Its analysis of the second-lien debt
generates a ranked recovery in the 'RR6' band, indicating a 'CCC-'
rating, with 0% recovery expectations based on current metrics and
assumptions.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Visibility on EBITDA gross leverage falling below 8.5x on a
sustained basis
Successful execution of volumes growth strategy driving consistent
EBITDA growth within core business divisions and positive FCF
generation
EBITDA interest coverage above 1.7x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Continuously increasing EBITDA gross leverage due to operational
underperformance
Lack of progress in refinancing within 12 months to 2027 debt
maturities
Negative FCF and increasing liquidity risks, with its RCF being
permanently drawn
Liquidity and Debt Structure
Weak but Manageable Liquidity: At FYE24, CAG had GBP146 million of
cash and cash equivalents, GBP184 million available under its
GBP210 million RCF and GBP33 million available under a net
overdraft facility. Liquidity improved from FYE23 due to cash from
inventory reduction and asset divestments but Fitch expects FCF to
remain volatile over the medium term. Market uncertainty also adds
to liquidity risks.
Fitch assumes that CAG may request a repayment of its outstanding
GBP56 million loan (plus accrued interest) made to a related party
if liquidity weakens.
Issuer Profile
CAG operates the UK's and Europe's largest digital used-vehicle
exchanges (both business-to-business and consumer-to-business) and
is a leading provider of automotive solutions in the UK, including
vehicle movement, logistics, storage, pre-delivery inspections,
fleet management, de-fleeting services and refurbishment.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
CAG has an ESG Relevance Score of '4' for Group Structure due to
the complexity of the group structure and related-party loan
provided to an entity outside of restricted group and consolidation
scope, which has a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Constellation
Automotive
Financing plc
senior secured LT CCC+ Downgrade RR4 B-
Constellation
Automotive Limited
senior secured LT CCC+ Downgrade RR4 B-
Senior Secured
2nd Lien LT CCC- Downgrade RR6 CCC
Constellation
Automotive Group
Limited LT IDR CCC+ Downgrade B-
COVENTRY AND RUGBY: Moody's Cuts Rating on GBP407.2MM Bonds to Caa3
-------------------------------------------------------------------
Moody's Ratings has downgraded to Caa3 from Caa2 the underlying
rating for the GBP407.2 million index-linked guaranteed senior
secured bonds (including GBP35 million of variation bonds) due 2040
(the Bonds) issued by The Coventry and Rugby Hospital Company Plc
(ProjectCo). The outlook remains negative.
The Bonds benefit from an unconditional and irrevocable guarantee
of scheduled principal and interest from Assured Guaranty UK
Limited (AG, A1 stable). The backed rating on the Bonds is
unaffected by the action and remains A1.
RATINGS RATIONALE
The ratings downgrade reflects a further significant increase in
ProjectCo's estimated costs for rectification works at the main
University Hospitals Coventry and Warwickshire NHS Trust (UHCW)
site. The works are likely to include rectifications to the Girpi
plastic hot water pipes (and expected to involve a programme of
decanting areas whilst work is undertaken), fire doors, lift
refurbishment, and any issues found during an upcoming asset
condition survey. The rectification works are currently forecast to
be undertaken over the next thirteen years.
Moody's forecast that ProjectCo will have insufficient cashflow
from its remaining Unitary Payment (UP) to fund these works. With
AG's consent as controlling creditor, amounts held in reserve
accounts can also be put towards the work. However, following the
Coventry and Warwickshire Partnership NHS Trust's (CWPT)
termination of its portion of the Project Agreement (PA) on
February 1, 2023 and the consequential partial redemption of GBP45
million of the Bonds on September 18, 2023, ProjectCo has already
utilised approximately half of its reserves. As of June 2024,
ProjectCo has GBP55 million held in its reserves, against a
contractually required balance of GBP97 million. Moody's expect the
remaining reserves to be exhausted over the near term.
ProjectCo and CWPT have been unable to agree compensation following
termination of CWPT's portion of the PA, with ProjectCo
announcing[1] the dispute had been referred to formal adjudication
in February 2024. Under the PA, compensation is based on the
estimated fair value of the project, which ProjectCo estimates as
+GBP86 million whereas CWPT estimates as -GBP40 million. On June 3,
2024[2], CWPT served a referral notice on ProjectCo seeking an
additional GBP30 million in relation to reporting of deductions.
Adjudication of this new dispute is expected to conclude
coterminously with the compensation adjudication.
The downgrade reflects Moody's view that even if ProjectCo were to
awarded its full GBP86 million estimate, it would still have
insufficient funds to complete all forecast rectification work.
Ultimately, Moody's expect senior creditors to be reliant on AG's
unconditional and irrevocable guarantee for debt service payments,
once reserve balances have been exhausted. The ratings reflect
Moody's view of the eventual expected recovery for AG.
The negative outlook reflects uncertainty over the quantum of CWPT
compensation on termination and the scale and scope of the
rectification works, including the possibility that the asset
condition survey undercovers previously unknown issues.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Given Moody's expectation of insufficient funding to complete the
forecast rectification works, there is extremely limited scope for
an upgrade. Positive pressure could apply if Moody's have
confidence that the rectification works could be completed within
ProjectCo's existing cashflows.
Conversely, the rating may be downgraded if Moody's view of
expected recovery for AG following a default decreases.
The principal methodology used in this rating was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
published in March 2023.
The Coventry and Rugby Hospital Company Plc is a special purpose
vehicle which entered into a PA in 2002 with UHCW and the then
Coventry Primary Care Trust to redevelop the acute hospital, mental
health unit and medical school facilities at the Walsgrave Hospital
site in Coventry, now known as University Hospital Coventry.
ProjectCo is responsible for the provision of facilities management
services at the Coventry site, as well as to the existing Hospital
of St Cross in Rugby, until December 2042. ProjectCo is also
responsible for lifecycle works at the Coventry site, but not the
Rugby site.
LONDON WALL 2024-01: Fitch Puts 'BB-sf' Final Rating on Cl. X Notes
-------------------------------------------------------------------
Fitch Ratings has assigned London Wall Mortgage Capital plc Series
2024-01's notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
London Wall Mortgage
Capital plc Series
2024-01
A XS2830324690 LT AAAsf New Rating AAA(EXP)sf
B XS2830325234 LT AAsf New Rating AA(EXP)sf
C XS2830325580 LT A+sf New Rating A+(EXP)sf
D XS2830326471 LT BBB+sf New Rating BBB+(EXP)sf
E XS2830326638 LT BBB-sf New Rating BBB-(EXP)sf
X XS2830327529 LT BB-sf New Rating BB-(EXP)sf
Transaction Summary
The transaction is a securitised pool of 14% owner-occupied (OO)
and 86% buy-to-let (BTL) mortgages originated by Fleet Mortgages
Limited, The Mortgage Lender (TML) and One Savings Bank via its
subsidiary Charter Court Financial Services (CCFS) secured on
properties located in the UK. Around 92% of the collateral was
previously securitised across several transactions, 43% of which
was rated by Fitch.
KEY RATING DRIVERS
Pro Rata Structure: Principal payments on the notes will be pro
rata and pari passu, subject to performance triggers and a
mandatory switch to sequential at the step-up date. The transaction
features a most senior tranche principal limit mechanism, which
limits the amount of pro rata principal distribution at any payment
date to GBP10 million, with any further amounts distributed
sequentially, allowing credit enhancement (CE) to build up. Fitch
tested a variety of prepayment scenarios to test the effectiveness
of this feature and the performance triggers, and found the ratings
to be robust.
Sub-Pool Performance Divergence: The seasoned nature of the
mortgages has led to a divergence in performance between the OO and
BTL sub-pools. At end-March 2024, the proportions of the OO and BTL
sub-pools in arrears by one month or more were 17.1% and 3.7%,
respectively. The TML BTL sub-pool has a significant number of
borrowers rolling off low fixed-rate mortgages over the next 10
months, which could lead to an increase of loans in arrears.
Fitch accounted for a potential increase in arrears in its cash
flow analysis by applying a 15% foreclosure frequency (FF) uplift.
The OO loans were originated by CCFS, with around 45% advanced to
self-employed borrowers where Fitch applied an increased
foreclosure adjustment of 1.3x compared with the standard
adjustment of 1.2x.
Interest Rate Cap, Basis Risk: The liabilities are SONIA-linked and
around 42.9% of the pool pays a fixed interest rate before
reverting to a variable rate. An interest rate cap (IRC) has been
entered into with a strike rate of 5.4%, while the weighted average
fixed rate payable in the pool is 3.8%.
The IRC notional amount closely follows the fixed-rate reversion
profile with a buffer to cover any future product switches to a
fixed rate. After reversion, around 71.6% of the pool will pay a
rate linked to the Bank of England Base Rate that will be unhedged.
Fitch applied basis risk assumptions in relation to the
SONIA-linked liabilities, in line with its UK RMBS Rating
Criteria.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's
base-case expectations may result in negative rating action on the
notes. Fitch found a increase in the weighted average foreclosure
frequency (WAFF) of 15% and an decrease in the weighted average
recovery rate (WARR) of 15% would lead to downgrades of up to one
notch for the class A, B, C and D notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and potentially upgrades.
Fitch found a decrease in the WAFF of 15% and an increase in the
WARR of 15% would lead to upgrades of up to two notches for the
class B notes, three notches for the class C and D notes, five
notches for the class E notes and six notches for the class X
notes. The class A notes are at the highest achievable rating on
Fitch's scale and cannot be upgraded.
CRITERIA VARIATION
The class B, C and D notes were assigned ratings one notch below
their respective model-implied ratings (MIR).and the class E and X
notes two notches below their MIRs. Around 57.1% of loans are no
longer subject to early repayment charges, with a further 34.9% to
revert to a variable rate over the next 12 months, and therefore
high prepayments could materialise and erode excess spread
available to absorb losses in back-loaded default scenarios. Fitch
stressed its lifetime prepayment and default assumptions to account
for this risk and determine the notes' ratings.
Ratings considered appropriate by the committee may be one notch
above or below the relevant MIR, and therefore the assignment of
ratings more than one notch below the MIR for the class E and X
notes constitutes a criteria variation.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MBPY REALISATIONS: Leonard Curtis Named as Administrators
---------------------------------------------------------
MBPY Realisations Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds, Company & Insolvency List (ChD), Court Number:
CR-2024-LDS-000811, and Katy McAndrew and Andrew Knowles of Leonard
Curtis were appointed as administrators on Aug. 13, 2024.
MBPY Realisations, previously trading as Marble Building Products
(Yorkshire) Limited, supplies, manufactures and fabricates worktops
and bathroom surfaces. Its registered office and principal trading
address is at Full Sutton Industrial Estate, Full Sutton, York,
YO41 1HS.
The administrators can be reached at:
Katy McAndrew
Andrew Knowles
Leonard Curtis
Riverside House
Irwell Street
Manchester, M3 5EN
Tel: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
For further details, contact:
Avery Lewis
TIME GB (OFFICES): FRP Advisory Named as Administrators
-------------------------------------------------------
Time GB (Offices) Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds, Insolvency & Companies List, Court Number:
CR-2024-LDS-000808, and Gary Hargreaves and Anthony Collier of FRP
Advisory Trading Limited were appointed as administrators on Aug.
12, 2024.
Time GB (Offices) operates in the recreational vehicle parks,
trailer parks and camping grounds business. Its registered office
is at Royale House 1550 Parkway, Whiteley, Fareham, Hampshire, PO15
7AG in the process of being changed to C/o FRP Advisory Trading
Limited, Derby House, 12 Winckley Square, Preston, PR1 3JJ. Its
principal trading address is at Royale House 1550 Parkway,
Whiteley, Fareham, Hampshire, PO15 7AG.
The administrators can be reached at:
Gary Hargreaves
Anthony Collier
FRP Advisory Trading Limited
Derby House
12 Winckley Square
Preston, PR1 3JJ
Tel No: 01772 440700
For further details, contact:
Matthew Williams
E-mail: cp.preston@frpadvisory.com
TIME GB (SOUTH DEVON): FRP Advisory to Lead Administration
----------------------------------------------------------
Time GB (South Devon) Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds, Insolvency & Companies List (ChD), Court Number:
CR-2024-LDS-000809, and Anthony Collier and Gary Hargreaves of FRP
Advisory Trading Limited were appointed as administrators on Aug.
12, 2024.
Time GB (South Devon) operates in the recreational vehicle parks,
trailer parks and camping grounds business. Its registered office
is at 1550 Parkway, Whiteley, Fareham, PO15 7AG in the process of
being changed to C/o FRP Advisory Trading Limited, 4th Floor Abbey
House, 32 Booth Street, Manchester, M2 4AB. Its principal trading
address is at Royale House, 1550 Parkway, Whiteley, Fareham,
Hampshire, PO15 7AG.
The administrators can be reached at:
Anthony Collier
Gary Hargreaves
FRP Advisory Trading Limited
4th Floor, Abbey House, Booth Street
Manchester, M2 4AB
Tel No: 0161 833 3344
For further details, contact:
Cameron Murray
E-mail: cp.manchester@frpadvisory.com
TIME GB (SUSSEX): FRP Advisory Named as Administrators
------------------------------------------------------
Time GB (Sussex) Limited was placed into administration proceedings
in the High Court of Justice, Business and Property Courts in
Leeds, Insolvency & Companies List (ChD), Court Number:
CR-2024-000807, and Anthony Collier (IP No. 18910) and Gary
Hargreaves of FRP Advisory Trading Limited were appointed as
administrators on Aug. 12, 2024.
Time GB (Sussex) operates in the recreational vehicle parks,
trailer parks and camping grounds business. Its registered office
is at Royale House, 1550 Parkway, Whiteley, Fareham, PO15 7AG (to
be changed to C/o FRP Advisory Trading Limited, 4th Floor, Abbey
House, Booth Street, Manchester, M2 4AB). Its principal trading
address is at Royale House, 1550 Parkway, Whiteley, Fareham, PO15
7AG.
The administrators can be reached at:
Anthony Collier
Gary Hargreaves
FRP Advisory Trading Limited
4th Floor, Abbey House, Booth Street
Manchester, M2 4AB
Tel No: 0161 833 3344
Alternative contact:
Cameron Dalrymple-Rockett
E-mail: cp.manchester@frpadvisory.com
===============
X X X X X X X X
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[*] BOOK REVIEW: Transcontinental Railway Strategy
--------------------------------------------------
Transcontinental Railway Strategy, 1869-1893: A Study of
Businessmen
Author: Julius Grodinsky
Publisher: Beard Books
Softcover: 439 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy at
http://www.beardbooks.com/beardbooks/transcontinental_railway_strategy.html
Railroads were pioneers of the American frontier. Union Pacific;
Central Pacific; Kansas and Pacific; Chicago, Rock Island and
Pacific; Chicago, Burlington and Quincy; Atchison, Topeka and Santa
Fe: these names evoke boom times in America, the excitement and
tumult of seemingly limitless growth and opportunity, frontiers to
tame, fortunes to be made. Railroads opened up vast supplies of
raw materials, agricultural products, metals, and lumber. The
public gain was incalculable: job creation, low-cost
transportation, acceleration of westward immigration, and
settlement of the frontier.
The building of the western railway system in the United States was
described at the time as "one of the greatest industrial feats in
the world's history." This book tells the story of the
trailblazers of the Western railway industry, men with a stalwart
willingness to take on extraordinary personal financial risk. As a
group, these initial railroad promoters were smart, bold,
tenacious, innovative, and fiercely competitive. Some were
cautious with their and their investors' money, some reckless. Most
met with financial setbacks, some with total failure, some time and
time again. They often sold out at great losses, leaving their
successors to derive the benefits later.
Bitter competition existed among these men. They fought to position
their "roads" in a limited number of mountain passes, rivers, and
valleys; and to chart routes which connected major production areas
with major consumption areas. They cajoled and begged almost anyone
for capital. They created and tried to defend monopolies. They
bullied each other, invaded each other's territories, and
retaliated against each other. They staged wage wars. They agreed
not to compete with each other, and bought each other out.
The book opens in May of 1869, just after the completion of the
first transcontinental route joining the Union Pacific Railroad and
the Central Pacific Railroad in Ogden, Utah. The companies'
long-term prospects were excellent, but right then they were
desperate for cash. Union Pacific alone was more than $15 million
in debt. Additional financing was proving scarce. By 1870, more
than 40 railroads were floating bonds, "at almost any price for
ready cash," wrote one contemporary observer. Still, funds were
raised and construction went on, both of transcontinental lines and
branch lines.
As railway lines in the West were built in relatively unsettled
areas, traffic was light and returns correspondingly low. To
increase business, the companies found ways to encourage population
growth along their routes. Much-needed funding came from
immigration services set up by the railways themselves.
Agricultural areas sprang up along the routes. Sometimes volume of
traffic expanded too fast, and equipment shortages and construction
delays occurred. Or, drought, recession, and low agricultural
prices meant more red ink.
This book takes the reader through the boom times and bust times of
the greatest growth of railways the world has ever seen. The author
uses a myriad of sources showing painstaking and creative research,
including contemporary news accounts; railway company financial
records and archives; contemporary industry journals; Congressional
records; and personal papers, letters, memoirs and biographies of
the main players.
It's a good, solid read.
Professor Julius Grodinsky was born in 1896 and died July 9, 1962,
in Philadelphia, Pennsylvania.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2024. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$775 per half-year,
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or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
* * * End of Transmission * * *