/raid1/www/Hosts/bankrupt/TCREUR_Public/241030.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
Wednesday, October 30, 2024, Vol. 25, No. 218
Headlines
I R E L A N D
CARLYLE GLOBAL 2015-1: Fitch Hikes Rating on Cl. D Notes to 'BB+sf'
PROVIDUS CLO VIII: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
PROVIDUS CLO VIII: S&P Assigns B-(sf) Rating on Class F-R Notes
I T A L Y
MONTE DEI PASCHI: Fitch Hikes LongTerm IDR to 'BB+', Outlook Pos.
SIGNUM FINANCE II: Fitch Alters Outlook on BB+sf Rating to Positive
P O L A N D
MBANK SA: Fitch Assigns 'B+(EXP)' Rating on Add'l. Tier 1 Notes
R U S S I A
TRUSTBANK: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
S P A I N
LUGO FUNDING: S&P Assigns Prelim. BB(sf) Rating on F-Dfrd Notes
U N I T E D K I N G D O M
BOPARAN HOLDINGS: Fitch Hikes LongTerm IDR to 'B', Outlook Positive
BOPARAN HOLDINGS: Moody's Ups CFR to B3, Outlook Remains Positive
BOPARAN HOLDINGS: S&P Keeps 'B-' ICR on CreditWatch Positive
C.T. HAYTON: RSM UK Named as Joint Administrators
ENDEAVOUR MINING: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
GRAPEVINE PROPERTY: Westcotts Business Named as Administrators
SEPLAT ENERGY: Fitch Alters Outlook on B- LongTerm IDR to Positive
STRIDE SUPPLIES: Kroll Advisory Named as Joint Administrators
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I R E L A N D
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CARLYLE GLOBAL 2015-1: Fitch Hikes Rating on Cl. D Notes to 'BB+sf'
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Fitch Ratings has upgraded Carlyle Global Market Strategies Euro
CLO 2015-1 DAC class A-2A-R, A-2B-R, B, C and D notes. The class
A-1-R and class E notes have been affirmed.
Entity/Debt Rating Prior
----------- ------ -----
Carlyle Global Market
Strategies Euro
CLO 2015-1 DAC
A-1-R XS2109445671 LT AAAsf Affirmed AAAsf
A-2A-R XS2109446133 LT AA+sf Upgrade AAsf
A-2B-R XS2109446729 LT AA+sf Upgrade AAsf
B XS2109447537 LT A+sf Upgrade Asf
C XS2109448006 LT BBB+sf Upgrade BBBsf
D XS2109448931 LT BB+sf Upgrade BBsf
E XS2109449582 LT Bsf Affirmed Bsf
Transaction Summary
Carlyle Global Market Strategies Euro CLO 2015-1 DAC is a cash flow
CLO comprising mostly senior secured obligations. The transaction
is actively managed by CELF Advisors LLP and exited its
reinvestment period in July 2024.
KEY RATING DRIVERS
Better-Than-Expected Asset Performance: Since Fitch's last rating
action in February 2022, the portfolio's performance has been
stable. As per the last trustee report dated 16 August 2024, the
transaction was passing all its tests. The transaction is currently
1.0% below par (calculated as the current par difference over the
original target par). Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 5.0%, according to the trustee,
versus a limit of 7.5%. The portfolio has no defaulted assets and
total par loss remains below its rating-case assumptions. This
supports the rating actions.
Limited Refinancing Risk: The transaction has manageable near- and
medium-term refinancing risk, in view of large default-rate
cushions for each class of notes. The CLO has no portfolio assets
maturing in 2024, just 0.7% maturing in 2025 and 2.3% maturing in
1H26, as calculated by Fitch. The transaction's comfortable
break-even default-rate cushions support the Stable Outlook.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor (WARF) of the current portfolio is 25.7 as calculated by
Fitch under its latest criteria.
High Recovery Expectations: Senior secured obligations comprise
99.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 62.6%.
Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 11.7%, and no obligor
represents more than 1.5% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 23.2% as calculated by
the trustee. Fixed-rate assets currently are reported by the
trustee at 11.6% of the portfolio balance versus a limit of 12.5%
Transaction Outside Reinvestment Period: Although the transaction
exited its reinvestment period in July 2024, the manager can
reinvest unscheduled principal proceeds and sale proceeds from
credit-risk obligations after the reinvestment period, subject to
compliance with the reinvestment criteria.
Fitch's analysis is therefore based on a portfolio where Fitch
stresses the transaction's covenants to their limits. Fitch tested
the notes' achievable ratings across the Fitch test matrix as the
portfolio can still migrate to different collateral quality tests.
Deviation from MIR: The class E notes' model-implied rating (MIR)
is one notch above its current rating, reflecting limited default
rate cushion at the MIR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a larger
loss expectation than initially assumed, due to unexpectedly high
levels of defaults and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
amortisation of notes leading to higher credit enhancement across
the structure.
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 Carlyle Global
Market Strategies Euro CLO 2015-1 DAC. In cases where Fitch does
not provide ESG relevance scores in connection with the credit
rating of a transaction, programme, instrument or issuer, Fitch
will disclose any ESG factor that is a key rating driver in the key
rating drivers section of the relevant rating action commentary.
PROVIDUS CLO VIII: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Providus CLO VIII DAC reset notes final
ratings.
Entity/Debt Rating Prior
----------- ------ -----
Providus CLO VIII DAC
A XS2584130673 LT PIFsf Paid In Full AAAsf
A-R XS2905408014 LT AAAsf New Rating AAA(EXP)sf
B XS2584130756 LT PIFsf Paid In Full AAsf
B-R XS2905408287 LT AAsf New Rating AA(EXP)sf
C XS2584131135 LT PIFsf Paid In Full Asf
C-R XS2905408790 LT Asf New Rating A(EXP)sf
D-1 XS2584131218 LT PIFsf Paid In Full BBBsf
D-2 XS2597404446 LT PIFsf Paid In Full BBB-sf
D-R XS2905408956 LT BBB-sf New Rating BBB-(EXP)sf
E XS2584131564 LT PIFsf Paid In Full BB-sf
E-R XS2905409178 LT BB-sf New Rating BB-(EXP)sf
F XS2584131721 LT PIFsf Paid In Full B-sf
F-R XS2905409335 LT B-sf New Rating B-(EXP)sf
Transaction Summary
Providus CLO VIII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to refinance the original rated notes and to fund a
portfolio with a target par of EUR425 million that is actively
managed by Permira Credit Group Holdings Limited.
The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and a 7.5-year weighted average life test (WAL)
at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.3.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62%.
Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits in the portfolio, including a
fixed-rate obligation limit at 12.5%, 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 Test Step-Up Feature (Neutral): The transaction can extend its
WAL by one year on the step-up date, which is one year after
closing. The WAL extension is subject to conditions including the
satisfaction of collateral-quality tests, plus the collateral
principal amount (including defaulted obligations at their
Fitch-calculated collateral value) being at least equal to the
reinvestment target par balance.
Portfolio Management (Neutral): The transaction includes six Fitch
matrices. Four are effective at closing, corresponding to a
7.5-year WAL and an extended 8.5-year WAL with a target par
condition at EUR400 million. Another two are effective 18 months
after closing, corresponding to a seven-year WAL with a target par
condition at EUR423 million. Each matrix set corresponds to two
different fixed-rate asset limits at 12.5% and 5%. All matrices are
based on a top-10 obligor concentration limit at 20%.
The transaction has a 4.5-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 Analysis (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio is 12 months less than the WAL covenant to
account for structural and reinvestment conditions after the
reinvestment period, including the satisfaction of the coverage
tests and Fitch 'CCC' limit, together with a consistently
decreasing WAL covenant. These conditions would in Fitch's opinion
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 lead to a downgrade of two notches
to the class B-R, C-R and E-R notes, one notch to the class D-R
notes, and to below 'B-sf' for the class F-R notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class D-R, E-R and F-R notes have
a two-notch cushion and the class B-R and C-R notes have a
one-notch cushion, while the class A-R notes have no rating
cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
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, except for the class E-R and F-R notes,
which would be downgraded to below 'B-sf'.
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' notes.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread to cover
losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
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 Providus CLO VIII
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PROVIDUS CLO VIII: S&P Assigns B-(sf) Rating on Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Providus CLO VIII
DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer has
unrated subordinated notes outstanding from the existing
transaction and, at closing, issued an additional EUR1.75 million
of subordinated notes.
This transaction is a reset of the already existing transaction.
The issuance proceeds of the refinancing notes were used to redeem
the refinanced notes (the original transaction's class A, B, C,
D-1, D-2, E, and F notes) and the ratings on the original notes
have been withdrawn.
The reinvestment period will be approximately 4.47 years, while the
non-call period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the notes reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,933.83
Default rate dispersion 535.23
Weighted-average life (years) 4.31
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.47
Obligor diversity measure 145.96
Industry diversity measure 14.90
Regional diversity measure 1.43
Transaction key metrics
Total par amount (mil. EUR) 425.00
Defaulted assets (mil. EUR) 0.00
Number of performing obligors 184
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.90
Actual 'AAA' weighted-average recovery (%) 35.03
Actual weighted-average spread (%) 3.91
Actual weighted-average coupon (%) 4.54
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs.
"In our cash flow analysis, we used the EUR425 million target par
amount, the actual weighted-average spread of 3.91%, the actual
weighted-average coupon of 4.54, and the actual weighted-average
recovery rates at all rating levels. The portfolio is 100% ramped
at closing. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-R and C-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to the notes.
"The class A-R, D-R, and E-R notes can withstand stresses
commensurate with the assigned ratings. In our view, the portfolio
is granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared with other CLO
transactions we have rated recently. As such, we have not applied
any additional scenario and sensitivity analysis when assigning our
ratings to any classes of notes in this transaction.
"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.38% (for a portfolio with a weighted-average
life of 4.47 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 4.47 years, which would result
in a target default rate of 13.86%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-R, B-R, C-R, D-R, E-R, and F-R notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Providus CLO VIII DAC is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Permira
European CLO Manager LLP manages the transaction.
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 obligors associated with
the following industries: biological and chemical weapons, weapons
of mass destruction, anti-personnel land mines, cluster munitions,
depleted uranium, nuclear weapons, blinding laser weapons, weapons
using non-detectable fragments, incendiary weapons, radiological
weapons, white phosphorus weapons, tobacco production, electrical
utilities with a carbon intensity exceeding 100gCO2/kWh, physical
or land-based casinos, betting establishments, and online gambling
platforms."
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) enhancement (%) Interest rate§
A-R AAA (sf) 263.50 38.00 Three/six-month EURIBOR
plus 1.30%
B-R AA (sf) 47.80 26.75 Three/six-month EURIBOR
plus 1.90%
C-R A (sf) 26.60 20.49 Three/six-month EURIBOR
plus 2.25%
D-R BBB- (sf) 27.60 14.00 Three/six-month EURIBOR
plus 3.40%
E-R BB- (sf) 19.10 9.51 Three/six-month EURIBOR
plus 6.25%
F-R B- (sf) 12.80 6.49 Three/six-month EURIBOR
plus 8.41%
Add sub NR 1.75 N/A N/A
Sub NR 28.80 N/A N/A
*The ratings assigned to the class A-R and B-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.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
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I T A L Y
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MONTE DEI PASCHI: Fitch Hikes LongTerm IDR to 'BB+', Outlook Pos.
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Fitch Ratings has upgraded Banca Monte dei Paschi di Siena S.p.A.'s
(MPS) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB' and
Viability Rating (VR) to 'bb+' from 'bb'. The Outlook on the
Long-Term IDR is Positive.
The upgrade reflects MPS's progress in restoring its standalone
credit profile after the completion of a decade-long restructuring,
in particular the improvements in its internal capital generation
and business profile. The bank has shown its ability to retain a
fairly diversified business model, which has supported revenues,
while reducing credit and legal risks. Fitch also expects MPS to
maintain improved capitalisation and funding and liquidity profile,
while continuing to reduce its above sector average impaired loan
ratio.
The Positive Outlook reflects upside rating potential if MPS
consolidates the improvements achieved to date and maintains them
in a lower interest rate environment.
Key Rating Drivers
Restructuring Completed: MPS's ratings reflect the bank's more
stable business model following years of restructuring and its
fairly diverse revenue mix. The bank's improved risk profile, which
benefits from reduced legal claims and tighter underwriting and
risk taking, above sector average capitalisation and stabilised
deposit franchise also support the ratings.
Profitability has substantially improved in the past three years,
thanks to higher interest rates and good execution of planned
strategic initiatives, but Fitch expects it to remain below that of
higher-rated peers in the medium term. Asset quality, while
improved, remains a rating weakness.
Stabilised Business Profile: Following the 2022 recapitalisation,
MPS's business model has stabilised and its franchise has been
fully relaunched, resulting in significant profitability
improvement, also due to higher interest rates. However, the bank
has to demonstrate that these improvements are durable and
sustainable throughout the economic and interest rate cycle.
2024-2028 financial targets are commensurate with the bank's
business profile but remain sensitive to a weaker than expected
operating environment.
Strengthened Risk Appetite: Fitch believes that MPS's risk appetite
has structurally improved, as evidenced by asset quality performing
better than historical averages. New lending is focused on low-risk
segments like agrifood, green loans, and residential mortgages, and
risk controls are effective in capturing emerging risks. Legal
risks have significantly reduced, as have the encumbrance by
sovereign risk in the securities portfolio and unreserved impaired
loans. MPS is moderately exposed to interest-rate risk, but
sensitivity is adequately managed.
Medium-Term Asset Quality Improvements: MPS's impaired loan ratio
remains above domestic and European averages. However, Fitch
expects it to gradually fall below 5% by end-2026, supported by a
reduced risk appetite and the better quality of its outstanding
portfolio. Comfortable loan loss reserves and use of state
guarantees further mitigate the risk of large inflows of new
impaired loans. However, asset quality remains vulnerable to
setbacks in the operating environment, which Fitch currently does
not expect.
Sustainable Profitability Expected: MPS's profitability has
significantly improved since its 2022 recapitalisation. While this
has been aided by rising interest rates, MPS is also benefiting
from satisfactory commercial effectiveness, in particular in
fee-generating business, and effective cost management. Fitch
expects these trends and contained loan impairment charges to
result in operating profit/risk-weighted assets (RWAs) ratio of
above 2.5% in 2025-2026.
Adequate Capital, Reduced Risks: MPS's capital buffers over
regulatory requirements stabilised at high levels in 1H24.
Recovered internal capital generation and moderate selective loan
growth should allow MPS to maintain its common equity Tier 1 (CET1)
ratio in line with its long-term target of about 18% in the medium
term, despite the resumption of dividend payments.
Stable Deposits, Improved Market Access: MPS's granular and broadly
stable customer deposit base, improved liquidity buffers and access
to wholesale markets underpin the bank's strengthened funding and
liquidity profile. The bank fully repaid its targeted-long-term
operations with the European Central Bank without putting pressure
on liquidity. Market access could be more price-sensitive and less
reliable during periods of heightened volatility than domestic
peers.
Improved Operating Environment: Italian banks' asset quality and
profitability prospects could benefit from an improvement of
Italy's operating environment assessment, in particular from
Italy's better than anticipated medium-term economic growth
potential resulting in sustained good business prospects for
Italian banks.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A downgrade is unlikely given the Positive Outlook on the Long-Term
IDRs. The Outlook could be revised to Stable if Fitch no longer
expect the improvements in the bank's credit fundamentals achieved
to date to be durable.
MPS's ratings would likely be downgraded if it suffers from asset
quality pressure translating into an impaired loans ratio
materially above 6% and operating profit/RWAs falling below 1.5% on
a sustained basis, especially if this translated into weakening
internal capital generation with the CET1 ratio falling towards
13%, without the prospect of recovery in the short term. The
ratings also remain sensitive to large unexpected losses, such as
from pending legal claims. Rating pressure could also arise if the
bank's access to wholesale markets proves volatile and more
dependent on market conditions.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of MPS's ratings would require evidence of structural
improvements achieved to date being maintained over the medium to
long term. This would include a resilient business model that
generates an operating profit/RWAs ratio of above 2% on a sustained
basis and a CET1 ratio of at least 16%. The bank's ratings would
also benefit from a structural reduction in its impaired loans
ratio close to 4%, especially if this results in a lower
encumbrance on capital, and testament that access to wholesale
markets is not dominated by market conditions.
An upgrade of Italy's OE score and of Italy's sovereign rating
would provide greater rating headroom.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Long-term deposits are rated one notch above the Long-Term IDR
because of full depositor preference in Italy and its expectation
that MPS will comply with its minimum requirement for own funds and
eligible liabilities over the medium term, and that deposits will
therefore benefit from the protection offered by junior bank
resolution debt and equity resulting in a lower probability of
default. The short-term deposit rating of 'F3' is in line with the
bank's 'BBB-' long-term deposit rating under Fitch's rating
correspondence table.
Senior preferred (SP) obligations are rated in line with the bank's
Long-Term IDR to reflect that the likelihood of default on any
given SP obligation is the same as that of the bank and its average
recovery prospects.
MPS's senior non-preferred (SNP) debt is rated one notch below the
bank's Long-Term IDR to reflect the risk of below-average recovery
prospects. Below-average recovery prospects arise from the use of
more senior debt to meet resolution buffer requirements and from
the combined buffer of Tier 2 and SNP debt being unlikely to exceed
10% of RWAs.
MPS's Tier 2 subordinated debt is rated two notches below the VR
for loss severity to reflect poor recovery prospects in a
resolution. No notching is applied for incremental non-performance
risk because write-down of the notes will only occur once the point
of non-viability is reached and there is no coupon flexibility
before non-viability.
Government Support Rating (GSR)
MPS's GSR of 'no support' (ns) reflects Fitch's view that although
external extraordinary sovereign support is possible it cannot be
relied on. Senior creditors can no longer expect to receive full
extraordinary support from the sovereign in the event that the bank
becomes non-viable.The EU's Bank Recovery and Resolution Directive
and the Single Resolution Mechanism for eurozone banks provide a
framework for resolving banks that requires senior creditors
participating in losses, if necessary, instead of, or ahead of, a
bank receiving sovereign support.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The SP, SNP and long-term deposit ratings are primarily sensitive
to changes in the bank's Long-Term IDR, from which they are
notched.
The long-term deposit rating could be downgraded by one notch on a
reduction in the size of the senior and junior debt buffers,
although Fitch views this unlikely in light of MPS's current and
future MREL requirements.
The SP and SNP ratings could be upgraded if the bank is expected to
meet its resolution buffer requirements exclusively with SNP debt
and more junior instruments or if SNP and more junior resolution
debt buffers exceed 10% of RWAs on a sustained basis, both of which
Fitch views unlikely.
The subordinated debt rating is sensitive to changes in the bank's
VR, from which it is notched. It is also sensitive to a change in
the notes' notching, which could arise if Fitch changes its
assessment of their non-performance relative to the risk captured
in the VR.
An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.
VR ADJUSTMENTS
The operating environment score of 'bbb' is below the 'a' implied
category score due to the following adjustment reason: sovereign
rating (negative).
The business profile score of 'bb' is below the 'bbb' implied
category score due to the following adjustment reason: business
model (negative).
The funding and liquidity score of 'bb' is below the 'bbb' implied
category score due to the following adjustment reason: non-deposit
funding (negative).
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Banca Monte dei
Paschi di Siena S.p.A. LT IDR BB+ Upgrade BB
ST IDR B Affirmed B
Viability bb+ Upgrade bb
Government Support ns Affirmed ns
Subordinated LT BB- Upgrade B+
long-term deposits LT BBB- Upgrade BB+
Senior preferred LT BB+ Upgrade BB
Senior
non-preferred LT BB Upgrade BB-
short-term deposits ST F3 Upgrade B
SIGNUM FINANCE II: Fitch Alters Outlook on BB+sf Rating to Positive
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Signum Finance II Plc
BTPei GSI Inflation Linked CLN 2041 to Positive from Stable.
The rating action follows Fitch's recent revision of the Outlook on
the Italian sovereign rating (see Fitch Revises Italy's Outlook to
Positive, Affirms at 'BBB', dated 18 October 2024 at
fitchratings.com).
Entity/Debt Rating Prior
----------- ------ -----
Signum Finance II plc
BTPei GSI Inflation
linked CLN 2041
BTPei GSI Inflation
linked CLN 2041
XS0659372980 LT BB+sf Revision Outlook BB+sf
Transaction Summary
The transaction is a credit-linked note whose rating is directly
linked to two risk-presenting entities (RPE), as well as the legal
and financial structure of the issuer. The two risk-presenting
entities are Italy (BBB/Positive/F2) and Goldman Sachs
International (A+/Stable/F1/A+(dcr)) as swap provider.
KEY RATING DRIVERS
Credit Quality: Fitch has revised the Outlook on the CLN rating to
Positive following the revision of the Outlook on Italy's rating to
Positive. The Outlook on the CLN is derived from the combination of
the Outlooks on the RPEs, Italy and Goldman Sachs International.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
If Italy was downgraded one notch to 'BBB-': 'BBsf'
If Goldman Sachs International was downgraded one notch to 'A':
'BB+sf'
If Italy and Goldman Sachs International were both downgraded one
notch to 'BBB-' and 'A', respectively: 'BBsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
If Italy was upgraded one notch to 'BBB+': 'BBB-sf'
If Goldman Sachs International was upgraded one notch to 'AA-':
'BBB-sf'
If Italy and Goldman Sachs International were both upgraded one
notch to 'BBB+' and 'AA', respectively: 'BBBsf'
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 not conducted any checks on the consistency and
plausibility of the information it has received about the
performance of the asset pools and the transactions. Fitch has not
reviewed the results of any third-party assessment of the asset
portfolio information or conducted a review of origination files as
part of its ongoing monitoring.
===========
P O L A N D
===========
MBANK SA: Fitch Assigns 'B+(EXP)' Rating on Add'l. Tier 1 Notes
---------------------------------------------------------------
Fitch Ratings has assigned mBank S.A.'s (BBB-/Stable/bbb-) planned
issue of additional Tier 1 (AT1) instruments an expected long-term
rating of 'B+(EXP)'.
The assignment of a final rating is contingent on the receipt of
final documents conforming to the information that Fitch has
already received.
Key Rating Drivers
mBank's AT1 notes are rated four notches below its 'bbb-' Viability
Rating (VR), comprising two notches for loss severity, due to deep
subordination, and two notches for incremental non-performance risk
relative to the anchor VR given their fully discretionary,
non-cumulative coupons. The notching is in line with Fitch's
baseline notching for AT1 instruments.
Fitch has not applied additional notching for non-performance risk
as the bank operates with comfortable headroom above its mandatory
coupon-omission trigger, which Fitch expects to continue. At
end-June 2024, the buffer above the maximum distributable amount
restriction point was 435bp of risk-weighted assets (PLN4.1
billion).
For more information about mBank's other ratings see 'Fitch Affirms
mBank S.A. at 'BBB-'; Outlook Stable' published on 28 June 2024 at
fitchratings.com.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The notes would likely be downgraded if mBank's VR was downgraded.
The notes' rating could also be downgraded if non-performance risk
increases relative to the risk captured in mBank's VR, for instance
if capital buffers above coupon omission triggers become thin.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The notes would likely be upgraded if mBank's VR was upgraded.
ESG Considerations
mBank has an ESG Relevance Score of '4' for Management Strategy due
to a high government intervention risk in the Polish banking
sector, which affects mBank's operating environment, its business
profile and ability to define and execute on its strategy. This 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
----------- ------
mBank S.A.
Subordinated LT B+(EXP) Expected Rating
===========
R U S S I A
===========
TRUSTBANK: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Private Joint Stock Bank Trustbank's
Long-Term Issuer Default Ratings (IDRs) at 'B' with Stable Outlook
and Viability Rating (VR) at 'b'.
Key Rating Drivers
Trustbank's IDRs are driven by its intrinsic creditworthiness, as
expressed by its VR. Fitch views the probability of state support
as low, due to the bank's private ownership and low systemic
importance.
The bank's 'b' VR is one notch below the 'b+' implied VR due to a
negative adjustment for the business profile score, reflecting the
bank's modest franchise in the concentrated Uzbek banking sector,
and a business model lacking diversification, given still high,
albeit reduced, reliance on related party funding. The latter
continues to support the bank's above-sector-average profitability
and capital metrics, notwithstanding its small absolute size, in
turn underpinning its VR.
Small Bank, Concentrated Funding: Trustbank is a small
privately-owned bank in Uzbekistan with a limited franchise (1.5%
of system assets at end-1H24), with a strategic focus on retail and
SME lending. Its funding base remains highly concentrated, despite
some reduction, with around 43% of total liabilities at end-1H24
comprising low cost deposits from a single related-party.
Related Party Dominates Funding: Customer accounts from the Uzbek
Commodity Exchange (UZEX), a related party, made up 43% of total
liabilities at end-1H24, albeit down from around 60% in 2021-2022
on the back of its deposit diversification strategy. Trustbank
manages liquidity risk by keeping at least 80% of liquid assets
held against these deposits, driving a high share of non-loan
assets. At end-1Q24, liquid assets covered 49% of customer
accounts, providing a reasonable liquidity buffer. Wholesale
funding is limited (5% of total liabilities).
Rapid Growth Now Moderating: The share of retail loans in
Trustbank's total loan book reached 49% at end-1H24 (end-2022: 30%)
due to continued above sector-average growth of this portfolio
(2023: 140%, albeit from a low base). Its expansion in retail is
focused on more profitable but riskier car and unsecured consumer
lending. Retail loan growth moderated in 6M24 (16% annualised).
Fitch expects overall loan growth to be below 15% in 2025-2026, as
the bank has achieved its target of around 50% share of retail
loans in the loan book.
Moderate Impaired Loan Ratios: The bank's impaired (Stage 3) loans
ratio remained broadly stable at 3.3% at end-1H24 (end-2023: 3.5%)
while Stage 2 loans declined. Asset quality should be considered in
light of recent rapid loan growth in riskier unsecured retail and
car loans, largely with grace periods, which create seasoning
risks, as evidenced by a rapid rise in retail impaired loan
origination in 1H24. Asset quality risks are somewhat mitigated by
non-loan exposures (a high 37% of total assets) in the form of cash
and government securities.
Profitability a Rating Strength: Operating profit/risk-weighted
assets in 6M24 remained strong at 8% (annualised), which is above
sector average albeit lower than in 2023 (9%). The latter was due
to an increase in the cost of funding in 6M24 (to 4.5%; 2023: 2%),
as the bank grew more expensive third-party deposit funding,
causing the net interest margin to compress by 100bp, to a still
high 18%. Operating costs remained stable and Fitch expects that
bottom-line profitability will be good with return on average
equity at around 30% in 2024-2025 (2023: 38%).
Sizeable Capital Cushion: Robust internal capital generation
supports capital ratios, with the Fitch Core Capital ratio at 21.9%
at end-1H24, higher than the sector average. The bank's regulatory
Tier 1 (end-2Q24: 17.7%) and total capital (22.5%) ratios were also
significantly above regulatory minimums (10% and 13%,
respectively). Fitch expects capital ratios to remain high in the
near term, supported by internal capital generation, while
capitalisation is also supported by full total reserves coverage of
non-performing loans.
Gradual Market Improvements, Structural Risks: Uzbekistan's banks
have benefited from ongoing, albeit gradual, market reforms that
have fostered economic growth, lifted restrictions on lending, and
improved governance and risk management practices. However, the
local banking sector remains highly concentrated and
state-dominated, despite privatisation plans. It is also exposed to
heightened credit and currency risks, and reliant on state and
external borrowings.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The bank's IDRs and VR could be downgraded if there was a material
reduction in regulatory Tier 1 capital ratio closer to 10%, due to
a combination of (i) material deterioration in asset quality and
performance; (ii) higher loan growth; or (iii) higher dividend
pay-outs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Trustbank's IDRs and VR would require diversifying
and strengthening of its business model with less reliance on
related-party funding and further moderation of deposit
concentration. A substantial improvement in Uzbekistan's operating
environment could also be credit-positive.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
The bank' 'B' Short-Term IDRs are the only possible option for
Long-Term IDRs in the 'B' rating category.
The Government Support Rating (GSR) of 'No Support' reflects
Trustbank's private ownership and limited systemic importance in
the highly concentrated Uzbek banking sector.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The Short-Term IDRs are sensitive to multi-notch changes in the
bank's Long-Term IDRs.
Upside for the GSR is currently limited and would require a
substantial increase in systemic importance and an extensive record
of timely and sufficient capital support being provided to private
banks by the sovereign authorities.
VR ADJUSTMENTS
The earnings and profitability score of 'b+' has been assigned
below the implied 'bb' category score due to the following
adjustment reason: revenue diversification (negative).
ESG Considerations
Trustbank has an ESG Relevance Score of '4' for Governance
Structure due to high reliance on funds from its related party,
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 Prior
----------- ------ -----
Private Joint Stock
Bank Trustbank LT IDR B Affirmed B
ST IDR B Affirmed B
LC LT IDR B Affirmed B
LC ST IDR B Affirmed B
Viability b Affirmed b
Government Support ns Affirmed ns
=========
S P A I N
=========
LUGO FUNDING: S&P Assigns Prelim. BB(sf) Rating on F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Lugo
Funding DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes. At closing, Lugo Funding will also issue unrated class Z and
Y notes.
S&P said, "Our preliminary ratings address the timely payment of
interest and the ultimate payment of principal on the class A
notes. Our preliminary ratings on the class B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes address the ultimate payment of interest
and principal on these notes, and timely payment of interest when
they become the most senior class of notes outstanding." Unpaid
interest will not accrue additional interest and will be due at the
notes' legal final maturity.
Credit enhancement for the rated notes will comprise
collateralization and the reserve fund. The reserve fund will be
fully funded at closing and provide mainly liquidity support for
the payment of senior fees and interest due on the class A notes.
Any excess of the cash reserve over its required amount provides
credit support.
Lugo Funding is a static RMBS transaction. The preliminary pool of
EUR664,620,689 comprises 7,825 loan parts originated by Catalunya
Banc, S.A., Caixa d'Estalvis de Catalunya, Caixa d'Estalvis de
Tarragona, and Caixa d'Estalvis de Manresa. The assets are
primarily first-ranking loans secured against properties in Spain.
The portfolio is concentrated in Catalonia, where 71.24% of the
portfolio's property valuations are located. The portfolio also
contains 80% restructured loans and 71% that have been restructured
before 2020, which did not attract our reperforming adjustment. At
the same time, 18.76% of the portfolio is currently at least one
month in arrears.
The class A to F-Dfrd and Z notes' issuance proceeds will be used
to purchase the "participaciones hipotecarias" (PHs) and
"certificados de participacion hipotecarias" (CPHs) from the
seller. S&P said, "We consider the issuer to be a bankruptcy remote
entity, and we have received preliminary legal opinions that
indicate the sale of the assets would survive the seller's
insolvency."
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is limited to a master
servicer role without prejudice to those non-delegable duties as
issuer of the PHs and CTHs, while Pepper Spanish Servicing S.L.U.
(Pepper) will be the servicer. Pepper will conduct all servicing
activities including primary and special servicing: arrears
management, restructuring, recoveries, and real estate owned (REO)
management.
The application of S&P's structured finance sovereign risk criteria
does not constrain the preliminary ratings.
Preliminary ratings
Class Prelim. rating* Class size (%)
A AAA (sf) 79.50
B-Dfrd AA (sf) 3.55
C-Dfrd A (sf) 3.70
D-Dfrd BBB+ (sf) 2.00
E-Dfrd BBB (sf) 1.00
F-Dfrd BB (sf) 1.00
Z NR 11.04
Y NR N/A
*S&P said, "Our preliminary ratings address timely receipt of
interest and ultimate repayment of principal on the class A notes
and the ultimate payment of interest and principal on the other
rated notes. Our preliminary ratings also address timely payment of
interest due when the deferrable notes become the most senior
outstanding class. Any deferred and unpaid interest is due by the
legal final maturity."
NR--Not rated.
Dfrd--Deferrable.
===========================
U N I T E D K I N G D O M
===========================
BOPARAN HOLDINGS: Fitch Hikes LongTerm IDR to 'B', Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has upgraded Boparan Holdings Limited's Long-Term
Issuer Default Rating (IDR) to 'B' from 'B-' and removed it from
Rating Watch Positive (RWP). The Outlook is Positive. Fitch has
concurrently assigned an expected 'B(EXP)' with a Recovery Rating
of 'RR4' to Boparan Finance plc's GBP390 million planned senior
secured notes (SSN) on its refinancing plan announcement.
This follows the completion of the group's EU poultry asset sale
for GBP150 million, which the group will use for debt reduction.
The debt reduction results in manageable refinancing risk, which
together with Boparan's improved operating performance, supports
the IDR upgrade.
The Positive Outlook reflects significant expected headroom under
the 'B' rating following the refinancing and a further margin
improvement as Boparan focuses on its UK operations. A clear
demonstration of further business-model improvement, with a
sustained improved EBITDA margin, and higher free cash flow (FCF)
generation could lead to a further upgrade in the next 12-18
months.
Key Rating Drivers
Refinancing Risk Being Addressed: Boparan's refinancing risk is
manageable as the group plans to repay its GBP10 million May 2025
term loan and GBP525 million November 2025 SSNs with new SSNs of
GBP390 million and GBP150 million cash from their EU poultry asset
sale. This lower debt amount will help reduce leverage sharply to
3.7x by FY25 (financial year to July) from an estimated 4.4x in
FY24, aligning with the higher end of the 'B' category. The reduced
debt amount and operational improvement from FY24 are crucial for
the timely refinancing of its 2025 maturities.
Profitability Recovery Supports Upgrade: Fitch estimates Boparan's
EBITDA margin to have recovered to 5% in FY24 from 3.2% in FY23.
This translates into FCF margins of above 1%, due to the full-year
impact of cost-cutting measures as well as the good performance of
its ready-meal segment. These cost initiatives, together with the
group's increased ability to pass on costs, will support a
structurally improved EBITDA margin of 5%-6% in the medium term,
which is key to today's upgrade, and potentially a further upgrade,
as underlined in the Positive Outlook.
Asset Sale Improves Business Profile: The divestment of the EU
poultry asset o Boparan Private Office (BPO) owned by Boparan
Holdings Limited's shareholders will lift Boparan's margins to
slightly above 6% in FY26 from an estimated 5% for FY24. It will
also help improve FCF generation, strengthening Boparan's overall
business profile. Fitch views the European division as less
profitable and more volatile, as it is exposed to low-cost
increased imports from Ukraine.
The disposal also frees up cash for further operational
improvements such as cost-cutting, technological investments and
yield improvements, as well as for funding continued investment in
its meals segment in the UK. Fitch expects cash flow generation to
fund increased capex while allowing FCF margins to remain positive
at a low 0.5%-1%.
FCF and Leverage Key to Further Upgrade: While Fitch forecasts
positive FCF for FY25-FY27, it is fairly thin. Past record of high
profitability volatility for the group means evidence of sustained
profitability improvements is key for another upgrade. Boparan's
operating margins are still vulnerable to external pressures as
wages, energy and packaging costs are not passed onto customers.
However, further investments in cost- cutting will enable the group
to sustain higher profitability, counter inflationary pressures and
lead to sustained positive FCF.
Sustained positive FCF, together with expected leverage under 4x
from FY25 driven by the combination of a lower debt amount and
improved operating profitability, would support an upgrade in the
next 12-18 months.
Leading UK Poultry Producer: Boparan has a leading position in the
UK, with nearly a one-third share of the country's poultry market.
This is supported by its large-scale operations and established
relationships with key customers, including grocery chains, the
food-service channel and packaged-food producers. It also benefits
from an integrated supply chain via its joint venture with PD Hook,
the UK's largest supplier of broiler chicks. This adds to the
stability of livestock supply and ensures sufficient processing
capacity utilisation.
Limited Diversification: The protein business accounts for nearly
80% of Boparan's revenue, with poultry being the core processed
animal protein and the remainder from the ready meals category.
Boparan is exposed to key customer concentration risk in poultry
and ready meals in the UK, particularly with sales to Marks and
Spencer Group plc. The divestiture leaves the group with no
geographical diversification to other European countries. However,
Fitch sees limited rating impact from this change.
Favourable Market Fundamentals: Boparan operates in food categories
with sound fundamental growth prospects. Fitch assumes resilient
low-to-mid single-digit growth in poultry consumption, which is the
fastest-growing protein globally, due to its low cost versus other
proteins, as well as consumer perception that it is a healthier
option than beef and pork. Boparan's large exposure to discount
retailers should support the resilience of its sales volumes during
weaker economic growth.
Derivation Summary
Boparan's credit profile is constrained by the group's modest size,
with EBITDA below USD200 million, and limited FCF generation for
the 'B' rating category under Fitch-rated protein companies, as
well as by its regional focus in the UK. It has lower profitability
than the majority of its peers, such as Minerva S.A. (BB/Stable)
and Pilgrim's Pride Corporation (BBB-/Stable), which Fitch believes
is due to limited self-sufficiency and some operating
inefficiencies that Boparan is addressing. Its profits remain under
potential pressure from energy, distribution, packaging and labour
cost inflation, which may not be fully covered if costs increase.
No Country Ceiling, parent-subsidiary linkage or operating
environment aspects apply to Boparan's ratings.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issue
- Revenue to have increased 0.5% in FY24 followed by 20% and 7%
declines in 2025 and 2026, respectively, after the European
operation divestiture
- EBITDA margin at 5% in FY24, increasing gradually to 6.2% in
FY27
- Net Working capital (NWC) inflow in FY25, reflecting improved
credit terms and post-divestiture NWC, followed by broadly neutral
NWC to FY27
- Broadly stable use of the factoring line over FY24-FY27
- Capex to increase to GBP65 million in FY25-FY27 from GBP50
million in FY24, reflecting further investment in the UK poultry
business
- No M&A or dividend payments over FY24-FY27
- Cash pension contribution of GBP8 million in FY24, before
normalising at GBP18 million-GBP23 million from FY25, as reflected
in funds from operations
- Timely refinancing of the RCF, TLB and senior secured notes at a
lower quantum and at a cost in line with market terms
Recovery Analysis
The recovery analysis assumes that Boparan would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim.
Boparan's GC EBITDA is estimated at GBP80 million, reflecting its
view of a sustainable, post-reorganisation EBITDA, on which Fitch
bases the enterprise valuation (EV), excluding the EBITDA
contribution of the disposed EU poultry business.
An EV/EBITDA multiple of 4.5x is used to calculate a
post-reorganisation valuation and reflects a mid-cycle multiple
consistent with the protein business industry and, particularly,
with that of peers with similar market share and brands.
Fitch views Boparan's receivables factoring as super senior in the
waterfall, which would not be available to the group during and
post-bankruptcy and which Fitch expects would be replaced with
alternative funding. In addition, Fitch assumes the supply-chain
finance provided by Boparan's client would remain only partly
available during and post-distress, given an expected drastic
reduction in contract size in the event of financial distress.
Fitch assumes the GBP80 million RCF is fully drawn on default.
The waterfall analysis generated a ranked recovery for the existing
GBP525 million SSNs in the 'RR4' Recovery Rating band, ranking
after its GBP80 million of committed RCF and GBP10 million TLB.
Fitch has reduced the amount of the currently outstanding debt by
GBP150 million, given the disposal proceeds earmarked for debt
repayment. This indicates a 'B'/'RR4' instrument rating for the
existing senior secured debt with an output percentage based on
current metrics and assumptions of 45%.
Based on the announced refinancing with the super-senior ranking of
the RCF of EUR80 million, Fitch estimates that recoveries for the
proposed EUR390 million SSNs would remain in 'RR4', with a
waterfall-generated output percentage of 44%. Therefore, on
completion Fitch expects to assign a final 'B' rating with 'RR4' to
the new SSNs.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA margin maintained above 6% with FCF margins of at least 1%
on a sustained basis
- EBITDA leverage below 4x with comfortable headroom on a sustained
basis
- EBITDA interest coverage above 3x
- Sufficient liquidity to cover 2029 and 2030 pension payments
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA margin below 5% with volatile, or neutral to negative FCF
- EBITDA leverage above 4.5x on a sustained basis
- EBITDA interest coverage below 2.5x
Liquidity and Debt Structure
Satisfactory Liquidity: Fitch forecasts that Boparan will have
about GBP25 million cash on its balance sheet at FYE25, after
adjusting for GBP15 million required for operational purposes, and
a fully undrawn GBP80 million RCF available until 2029. Fitch also
expects FCF to remain positive, albeit thin, following lower
pension contributions and profit recovery.
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
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
----------- ------ -------- -----
Boparan Holdings
Limited LT IDR B Upgrade B-
Boparan Finance plc
senior secured LT B(EXP)Expected Rating RR4
senior secured LT B Upgrade RR4 B-
BOPARAN HOLDINGS: Moody's Ups CFR to B3, Outlook Remains Positive
-----------------------------------------------------------------
Moody's Ratings has upgraded Boparan Holdings Limited's corporate
family rating to B3 from Caa1 and the probability of default rating
to B3-PD from Caa1-PD. Concurrently, Moody's have assigned a B3
rating to the proposed GBP390 million backed senior secured notes
due 2029 issued by Boparan Finance plc. The proceeds of the notes,
alongside GBP150 million of proceeds from the disposal of the EU
Poultry business and GBP25 million of cash on balance sheet, will
be used to repay the outstanding the GBP475 million backed senior
secured global notes due 2025, the GBP50 million backed senior
secured notes due 2025 and the GBP10 million Term Loan due 2025.
The Caa1 instrument ratings for the GBP475 million guaranteed
senior secured global notes due 2025 and the GBP50 million
guaranteed senior secured notes due 2025 issued by Boparan Finance
plc have been reviewed in the rating committee and remain
unchanged. The outlook on all entities remains positive.
RATINGS RATIONALE
The upgrade of Boparan's CFR to B3 from Caa1 reflects (i) the
improvement in credit metrics following the reduction of
outstanding debt and the disposal of the less profitable EU Poultry
business, with pro forma Moody's-adjusted debt/EBITDA for the
fiscal year ending in July 2024 decreasing to approximately 3.7x
from the pre-transaction level of 4.1x; (ii) the removal of
refinancing risk due to the longer maturity of the new senior
secured notes; (iii) the significant improvement in the company's
operating performance and profitability in UK Poultry and Meals
businesses during fiscal 2024, which Moody's expect to be
maintained over the next 12 to 18 months; and (iv) Moody's
expectation that free cash flow generation (after pension
contributions) will remain positive under the new capital
structure.
Governance considerations were a key driver of the rating actions,
as the use of the proceeds from the disposal of the EU Poultry
business to Boparan Family Office in order to reduce total
outstanding debt has allowed Boparan's credit metrics to improve.
Boparan's operating performance (excluding the EU Poultry business)
in fiscal 2024 improved significantly relative to fiscal 2023, with
revenue and company-reported EBITDA increasing by 5% and 90%,
respectively. These results were mainly driven by improvements in
the UK Poultry business, such as better balance between product
supply and customer demand, additional cost savings resulting from
the closure of the Llangefni factory, automation benefits from
investments in equipment and actions taken in order to manage the
impact of inflation on profitability margins. At the same time, the
Meals business also benefitted from volume growth and strong
inflation recovery pricing adjustments. In Moody's base case
Moody's expect that the company's operating performance and
profitability will remain strong relative to recent years during
fiscal 2025, with Boparan's Moody's-adjusted EBITDA margin being
maintained above 6.5%. Moody's now forecast that Moody's-adjusted
debt/EBITDA will remain below 4.0x, while Moody's-adjusted
EBITDA/Interest Expense will be around 2.2x.
The B3 CFR is also supported by the company's (i) leading position
in the UK poultry market; (ii) long-standing relationships with key
customers; and (iii) pass-through contract clauses of price changes
for the main feedstocks in the UK poultry business.
On the other hand, the B3 CFR is constrained by (i) the
vulnerability of the sector to external events, including avian flu
and food scares; (ii) Boparan's high geographical exposure to the
UK and customer concentration, with its top five customers
representing above 75% of sales; (iii) the company's low business
diversity with focus largely on poultry; and (iv) its low
profitability margins, with significant exposure to the poultry
industry cycles and commodity price volatility.
LIQUIDITY
Boparan's liquidity is adequate. Although the company has used a
large portion of the cash as part of the transaction in order to
reduce the amount of outstanding debt, the company will have access
to a fully undrawn GBP80 million super senior RCF that matures in
April 2029. Additionally, Moody's forecast that free cash flow
(after pension contributions) will be positive in fiscal 2025
driven by the company's continued strong operating performance and
favourable working capital movements resulting from significant
de-stocking and better creditor terms.
ESG CONSIDERATIONS
Boparan's CIS-4 indicates the credit rating is lower than it would
have been if ESG risk exposures did not exist. The score reflects
exposure to environmental risks such as the industry reliance on
natural capital in order to process chickens, as well as social
risks under responsible production which relate to food safety and
quality measures in order to prevent recalls or contamination.
Boparan is also exposed to governance risks due to its concentrated
ownership, tolerance for high leverage and history of volatile
performance.
STRUCTURAL CONSIDERATIONS
The group's debt capital structure consists of GBP390 million
senior secured notes due October 2029 and rated in line with the
CFR at B3, and the GBP80 million super senior RCF. Both instruments
are secured by a collateral package that includes share pledges and
a floating charge on the UK poultry business and are guaranteed by
operating subsidiaries accounting in aggregate for 100% of EBITDA
as of the issuance date. However, the RCF benefits from a first
priority on enforcement pursuant to the intercreditor agreement,
and hence are effectively senior to the senior secured notes.
RATIONALE FOR THE POSITIVE OUTLOOK
The positive outlook reflects Moody's expectation that the
company's Moody's-adjusted EBITDA margin will be sustained above
6.5% over the next 12 to 18 months, but also takes into account the
historic volatility of the Poultry market which means risks to
achievement of Moody's base case forecasts persist.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the recent improvement in
profitability is sustained, such that (i) Moody's-adjusted
debt/EBITDA is maintained below 4.0x; (ii) Moody's-adjusted EBITDA
interest coverage approaches 2.5x; (iii) the company continues to
generate meaningful positive FCF after pension contributions, with
FCF/debt sustainably above 5%; and (iv) the liquidity sustainably
improves from current levels.
The positive outlook indicates that a ratings downgrade is unlikely
over the next 12-18 months. However, the ratings could be
downgraded if the company's operating performance deteriorates
materially and or (i) Moody's-adjusted debt/EBITDA rises
sustainably above 6x; (ii) Moody's-adjusted EBITDA/Interest Expense
falls well below 1.5x; (iii) free cash flow after pension
contributions becomes negative; or (iv) liquidity deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Protein and
Agriculture published in August 2024.
COMPANY PROFILE
Boparan Holdings Limited is the parent holding company of 2 Sisters
Food Group, one of the UK's largest food manufacturers with
operations in poultry and ready meals. The group supplies to major
UK retail grocers, and a number of food manufacturers, wholesalers
and food-service companies in the UK, Ireland and Europe. Ranjit
Boparan, who founded the group in 1993, and his wife own 100% of
the group. Boparan reported pro forma revenue of GBP2.2 billion in
the fiscal year that ended July 2024 (fiscal 2024).
BOPARAN HOLDINGS: S&P Keeps 'B-' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings kept its 'B-' issuer credit rating on Boparan
Holdings Ltd. (topco of 2 Sisters Food Group; 2SFG) and issue
rating on its existing debt on CreditWatch positive, where S&P
placed them on Sept. 5, 2024.
S&P said, "At the same time, we assigned our 'B' issue rating to
the proposed GBP390 million senior secured notes. Our recovery
rating for the proposed issue is '3' with recovery prospects of
50%-70% (rounded estimate 65%) in the event of default. The final
rating on the new issue is contingent on successful placement of
the new notes in the market.
"The CreditWatch positive placement indicates that we would raise
to 'B' our issuer credit rating on Boparan once the new long-term
senior note is issued and the refinancing transaction is
completed."
Boparan intends to refinance its entire debt structure with GBP150
million of net cash proceeds from the sale of Boparan's European
poultry business, GBP390 million of new long-term senior secured
notes, and a new GBP80 million revolving credit facility (RCF).
Boparan's proposed refinancing of its entire capital structure as
envisaged would materially reduce its adjusted leverage position.
Boparan plans to issue GBP390 million of senior secured notes
maturing in 2029 to refinance the existing GBP525 million senior
secured notes maturing November 2025 and GBP10 million term loan B
(TLB) maturing May 2025. In addition, as part of the transaction,
Boparan will use GBP150 million cash proceeds from the sale of
European poultry operations, which closed on Oct. 13, 2024, to
repay the remainder of the existing notes as well as transaction
costs. At the same time, the group will benefit from a new super
senior GBP80 million RCF with a 4.5-year maturity.
Boparan's strategic refocus on its core U.K. poultry business
should sustain improved profitability levels. S&P said, "We see
Boparan maintaining a resilient performance over fiscal 2025,
considering the group's improved operating performance over the
past 12-18 months given the reduced fixed operating costs and
increased productivity. We believe that consumer demand in the U.K.
for private label poultry products should remain solid over the
next years, although dips in consumer confidence and intense
competition could still affect revenue growth prospects. We believe
the group's business standing should not be weakened by the sale of
the European poultry operations because it will now operate a
slightly less complex business model focusing on the U.K. and on
retail customers. Boparan is now centered on maintaining its
leading market position and current EBITDA margin in its core U.K.
poultry business, along with continuing to generate stable,
profitable growth in the small ready meals operations. We believe
this can be achieved if the capital expenditures (capex) plans over
the next two to three years pay off in terms of productivity gains
and cost savings from automation."
S&P said, "Our updated base case highlights higher FOCF and
improved credit metrics compared to fiscal 2024. Under our new
base case for fiscal 2025 and fiscal 2026, we project revenue
growth of 1.5%-2.5% on a like-for-like basis, and S&P Global
Ratings-adjusted EBITDA to stabilize at GBP150 million-GBP160
million annually, which should translate into FOCF generation of
GBP30 million-GBP50 million annually. The poultry business bears
some seasonality and is working capital intensive, however cash
conversion is supported by the use of a factoring program for its
receivables. We see FOCF size constrained over the next two years,
given elevated annual capex of about 2.5%-3.0% of revenues from
higher investments in automation and site rationalization.
"We view positively the group and its shareholder focus on
deleveraging the capital structure from internal cash flows. We
have therefore not assumed debt-financed acquisitions or dividend
payments in fiscal 2025 and fiscal 2026.
"Considering the above, we forecast adjusted debt leverage to
reduce to the 4.0x-4.5x range over the next 12-18 months, with FFO
cash interest coverage improving to 3.0x-3.5x and FOCF to debt of
5%-7%. We believe, overall, the group should operate with good
financial headroom over fiscal 2025 and fiscal 2026.
"We expect to resolve the CreditWatch once Boparan completes the
refinancing transaction.
"We would raise the issuer credit rating on Boparan to 'B' once the
group successfully places the long-term senior secured notes. The
group should be able to deliver a stable operating performance in
fiscal 2025 with an adjusted debt leverage of 4.5x and FOCF to debt
of about 7%.
"We could lower our rating multiple notches if Boparan was unable
to refinance its large 2025 debt maturities by end-November 2024."
C.T. HAYTON: RSM UK Named as Joint Administrators
-------------------------------------------------
C.T. Hayton Limited was placed in administration proceedings in the
High Court of Justice, Business and Property Courts in Manchester
Insolvency & Companies List (ChD), Court Number: CR-2024-001316,
and Gordon Thomson and Damian Webb of RSM UK Restructuring Advisory
LLP were appointed as administrators on Oct. 21, 2024.
C.T. Hayton engages in the sale and repair of agricultural
machinery.
Its registered office is at 25 Farringdon Street, London, EC4A 4AB.
Its principal trading address is at Sandylands Road, Kendal, LA9
6EX.
The joint administrators can be reached at:
Damian Webb
Gordon Thomson
RSM UK Restructuring Advisory LLP
25 Farringdon Street, London
EC4A 4AB
Correspondence address & contact details of case manager:
Gordon Bettany
RSM UK Restructuring Advisory LLP
Central Square, 5th Floor
29 Wellington Street, Leeds
LS1 4DL
Tel No: 0113 285 5000
Further Details Contact:
The Joint Administrators
Tel No: 020 3201 8000
020 3201 8173
ENDEAVOUR MINING: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Endeavour Mining plc's Long-Term Issuer
Default Rating (IDR) at 'BB' with Stable Outlook. Fitch has also
affirmed the senior unsecured rating at 'BB'. The Recovery Rating
is 'RR4'.
Endeavour's 'BB' Long-Term IDR balances strong financial and
business profiles with a weaker operating environment, reflecting
the group's focus on West African countries with diversification
across Senegal, Burkina Faso and Cote d'Ivoire. The applicable
Country Ceiling is Cote d'Ivoire's (BB).
The company's business and financial profiles otherwise compare
favourably with higher-rated peers', given the large scale of
production, at 1.2 million-1.3 million ounces (oz) over the medium
term, a favourable second quartile cost position on the global cost
curve (average across assets), and a reserve life of 10 years for
mines in operation (or 11.6 years when including Kalana reserves).
It also has a conservative financial policy aiming for net
debt/EBITDA at below 0.5x through the cycle.
Key Rating Drivers
Major Projects Delivered: During 3Q24, the Sabodala-Massawa
expansion in Senegal and the greenfield Lafigué project in Cote
d'Ivoire started commercial production. Following ramp up, the
Sabodala-Massawa asset is expected to contribute a higher run rate
in 2025 than 2024, while Lafigué is expected to contribute 200,000
oz a year from 2025, at very competitive cost as indicated below.
Organic Growth in Focus: Endeavour spends about USD60 million-70
million on exploration a year at existing mines and new prospects.
It expects to finalise the pre-feasibility study for the Assafou
greenfield project and update resources and reserves for the Ity
mine in 4Q24 (both in Cote D'Ivoire). There are many smaller
capital projects to optimise existing assets, including schemes
that contribute towards decarbonization, such as the USD55 million
solar plant being built at Sabodala-Massawa.
Strong Cost Position: Over the medium term, the Sabodala-Massawa
and Lafigué mines are expected to maintain favourable first
quartile cost positions for AISC and the Ity mine favourable second
quartile position, according to CRU Group (together about two
thirds of production). The Mana and Hounde mines will have
incrementally higher costs at about the 50th percentile (together
about one third of production). With average costs comfortably in
the second quartile of the cost curve, Endeavour is among the cost
leaders in the Fitch-rated peer group.
Conservative Financial Profile: Net debt peaked above USD900
million at the end of 2Q24 (including the gold prepay agreement),
when expansion spending was being finalised. With gold prices
remaining very supportive and capex moderating towards USD350
million from 2025, Fitch forecasts net debt to drop below USD500
million by year-end 2025, with EBITDA net leverage forecast at 0.6x
for 2024 and below 0.4x for 2025. Endeavour's financial policy aims
for net debt/EBITDA below 0.5x (in line with the company's
definition), but may exceed this target during phases of
capital-intensive growth.
Counter-Cyclical Gold Market: Fitch now forecasts Fitch-adjusted
EBITDA at around USD1.3 billion for 2024 and 2025, with free cash
flow (FCF) turning positive in 2025, based on Fitch's conservative
price assumptions. With gold prices trading above USD2,500/oz since
the beginning of September 2024, there is clear upside to its
rating case at least for 2025. Fitch would assume that Endeavour
will use some of this financial flexibility for debt reduction.
Cote d'Ivoire Country Ceiling Applies: While a large proportion of
earnings are still generated in Senegal and Burkina Faso
(post-divestments), Fitch applies Cote d'Ivoire's Country Ceiling
in its analysis, as Endeavour's EBITDA generated in Cote d'Ivoire
covers hard-currency gross interest expense (on a forward-looking
basis) at more than the required 1x or above under Fitch's
criteria.
Derivation Summary
Endeavour's guided production of 1.13 million oz-1.27 million oz in
2024 is lower than Kinross Gold Corporation (BBB/Stable) with 2.1
million gold-equivalent oz (gold and silver) or AngloGold Ashanti
plc's (AGA; BBB-/Negative) with consolidated production of 2.3
million oz-2.4 million oz. Endeavour has a stronger cost position,
with AISC guidance for 2024 of USD955/oz-USD1,035/oz versus
Kinross's USD1,360/oz and AGA's USD1,500/oz-USD1,600/oz. The
reserve life is stronger for Endeavour, with 11.6 years based on
total reported reserves (10 years for operating mines), compared to
10.8 years for AGA and 10.6 years for Kinross.
Endeavour has a more conservative capital structure, although faces
higher country risk. The weak operating environment in West Africa,
where all its assets are located, constrains the rating. In
comparison, Kinross derives close to 30% of production from
Mauritania in West Africa, 27% from Brazil, over 10% from Chile and
more than 30% from the US, while AGA has above 50% of its
production based in Africa (diversified across several countries),
20% in South America and 21% in Australia.
Key Assumptions
- Gold prices in line with Fitch's price deck at USD2,100/oz in
2024, USD2,000/oz in 2025, USD1,800/oz in 2026 and USD1,700/oz in
2027.
- Gold production of 1.2 million oz in 2024, increasing to 1.3
million oz over the medium term.
- AISC for 2024 towards the top end of management guidance of
USD955/oz-USD1,035/oz and closer to USD950/oz over the medium term
(based on Fitch's price assumptions detailed above; royalties form
part of AISC and vary depending on gold price: if prices remain
well above USD2,000, actual reported AISC will be higher, given
that royalties are higher at that gold price).
- Capex of USD600 million for 2024 as growth projects are
finalised, and USD350 million for 2025 and subsequent years.
- Dividends of USD230 million and share buybacks of USD50 million
in 2024; USD250 million of dividends and share buybacks of USD20
million in 2025; reduction of dividends to USD150 million in later
years (linked to lower price deck assumptions), given that the
dividend policy is based on gold prices at or above USD1,850/oz and
the assumption that the company has a robust financial position.
Endeavour aims to maintain net debt/EBITDA at or below 0.5x.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Additional diversification of geopolitical risks across countries
in West Africa, together with the majority of FCF from countries
with stronger operating environments.
- Ability to maintain reserve life above 10 years and AISC in the
second quartile of the global cost curve.
- EBITDA gross leverage below 1.3x on a sustained basis.
- EBITDA margin above 40% and positive FCF on a sustained basis.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downward revision of the Country Ceiling or negative rating
action on Cote d'Ivoire's sovereign.
- EBITDA margin below 30% on a sustained basis.
- EBITDA gross leverage above 2.3x (or net leverage above 2.0x) on
a sustained basis.
- Political risks, labour disputes or other operational disruptions
hitting cash flow generation for an extended period.
- Sustained negative FCF due to dividends or share buybacks.
- Failure to address major refinancing needs at least nine months
in advance.
Liquidity and Debt Structure
Adequate Liquidity: As of end-June 2024, Endeavour held USD408
million of cash and USD70 million of (undrawn) revolving credit
facility commitments available until October 2025. Short-term debt
outstanding was USD33.6 million. Fitch expects the company to
refinance its revolver over the next six months. Given that major
expansion projects were finalised in 3Q24, the business will
generate material FCF in 2025 and beyond/until the next greenfield
project comes up for final investment decision.
Issuer Profile
Endeavour is a major international gold producer, with 1.2 million
oz-1.3 million oz of annual production over the medium term, and
the largest in West Africa. Its operations are located in Senegal,
Cote d'Ivoire and Burkina Faso.
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
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
----------- ------ -------- -----
Endeavour Mining plc LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
GRAPEVINE PROPERTY: Westcotts Business Named as Administrators
--------------------------------------------------------------
Grapevine Property Holdings Ltd was placed in administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Court Number: CR-2024-006052, and Jon
Mitchell of Westcotts Business Recovery LLP was appointed as
administrators on Oct. 23, 2024.
Grapevine Property engages in the buying and selling of own real
estate.
Its registered office is at 2nd Floor, Stratus House, Emperor Way,
Exeter Business Park, Exeter, Devon EX1 3QS.
The administrator can be reached at:
Jon Mitchell
Westcotts Business Recovery LLP
26-28 Southernhay East
Exeter, Devon, EX1 1NS
Further details contact: insolvency@westcotts.uk
SEPLAT ENERGY: Fitch Alters Outlook on B- LongTerm IDR to Positive
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Seplat Energy Plc's
Long-Term Issuer Default Rating (IDR) to Positive from Stable and
affirmed the IDR at 'B-'.
The Positive Outlook reflects that an upgrade of Nigeria's
Long-Term IDR (B-/Positive) could result in an upward revision of
the Country Ceiling, which would no longer constrain Seplat's
Long-Term IDR at the current level.
The rating also reflects Seplat's stable credit metrics and its
expectations of a stronger business profile on completion of its
acquisition of Mobil Producing Nigeria Unlimited (MPNU) for around
USD1.3 billion.
The acquisition, which Fitch assumes will close in 2H24, will
increase Seplat's production by up to 3x from its 2023 standalone
level, diversify its business into offshore operations and increase
exports as a share of revenues as well as support its refinancing
capacity. Fitch expects Seplat's EBITDA net leverage to remain
below 2.0x by 2026, despite the mix of debt and cash funding for
the acquisition.
Key Rating Drivers
Country Risk Drives Rating: Seplat continues to source all its
production from Nigeria. Under the Central Bank of Nigeria's
regulation, export revenues must be transferred to domestic
accounts within 90 days of receipt. The company sends export
proceeds to domestic accounts before they are repatriated to
offshore accounts, typically after 24 hours. Combined with Seplat's
exposure to the operating environment in Nigeria, this constrains
the company's rating at Nigeria's Country Ceiling of 'B-'.
Acquisition Strengthens Business Profile: Seplat's acquisition of
Exxon Mobil's offshore shallow water assets in Nigeria, MPNU, will
increase its working interest production up to around 143,000
barrels of oil equivalent per day (boe/d) from 48,000boe/d in 2023,
while its 2P reserves will double from its 2023 level up to around
883 million barrels of oil equivalent (mmboe). MPNU's assets will
diversify Seplat's operating assets into offshore operations.
However, its single jurisdiction focus implies limited geographic
and hydrocarbon diversification, which remains a rating
constraint.
Fitch assumes that MNPU's production and reserves levels have been
stable since 2020. While the exact additions to production and
reserves will be confirmed at the deal closure, the transaction
will strengthen the business profile, due to larger operations and
diversification into offshore operations, mitigating potential
onshore logistical interruptions.
Acquisition Nearing Completion: The court proceedings brought by
Nigerian National Petroleum Corporation Limited against MPNU over
the proposed divestment of MPNU's shares to Seplat were terminated
in June 2024. This allowed the transaction to progress and on 22
October Seplat obtained regulatory approval from the Nigerian
authorities. Fitch believes that the main hurdles have now been
cleared and the transaction can be concluded by end-2024.
Moderate Leverage: Fitch assumes that acquisition consideration of
USD1.3 billion will be funded with a combination of new debt, draw
down on the USD350 million revolving credit facility (RCF) and
cash. The material EBITDA contribution of the acquired assets means
Fitch expects EBITDA net leverage to remain below 2.0x in
2025-2027. In its view, Seplat's potential net cash outflow will
depend on lock box and working capital adjustments, while the
USD300 million contingent consideration is subject to oil price and
production thresholds, which Fitch expects sufficient coverage from
free cash flow (FCF).
Funding May Constrain Liquidity: Seplat has a cash management
policy to keep at least USD100 million on the balance sheet.
However, full drawdown of the RCF and sizeable use of cash for the
settlement of the transaction may temporarily constrain liquidity.
The RCF matures in June 2025 with automatic extension until
December 2026 if the USD650 million bond due in April 2026 is
refinanced by May 2025. Fitch believes that a stronger business
profile after the acquisition, combined with Seplat's conservative
financial policy and the improving operating environment in Nigeria
will help reduce refinancing risk and allow Seplat to maintain
adequate liquidity.
Gas Business Bolsters Stability: Seplat's gas production was around
19,700boe/d in 2023, or 41% of its total hydrocarbon volumes. The
regulated gas price under the domestic supply obligation for power
generation (around 30% of Seplat's gas volumes) has been revised to
USD2.42 per thousand cubic feet (kcf). Seplat sells the rest of its
gas to commercial companies at higher contract prices, which offset
fluctuations in regulated prices and resulted in stable realised
prices of above USD2.9/kcf in 2023 and USD2.95/kcf 1H24.
Seplat commissioned its 50-50 joint venture, ANOH, with Nigerian
Gas Company Limited in May 2024. The facility has a capacity of 300
mmcf/d and is planned to start in 3Q24. Once fully operational,
Fitch expects it may generate additional dividends for Seplat.
Small Nigerian Independent Producer: Seplat's operations are
concentrated around the Niger Delta region of Nigeria. The Nigerian
oil and gas sector faces high operational risks and regulatory
uncertainty. In 2023, it produced on average around 47,800boe/d, of
which 59% was liquids and 41% natural gas. Seplat's pre-acquisition
main assets are Oil Mining Leases 4, 38 and 41, which accounted for
around 72% of its 2023 production. Fitch expects Seplat to ramp up
its daily oil and gas output at existing assets to 58,000boe/d
until 2026, from around 47,800boe/d in 2023.
Derivation Summary
Following completion of the MPNU acquisition, Seplat's scale (2023:
48kboe/d) will increase up to around 143kboe/d for 2025 (on a
pro-forma basis) and its reserve base will increase to up to 883
mmboe from 478 mmboe on a 2P basis. This yields a reserve life
above 26 years. Its cost structure will increase from USD10/boe to
USD15/boe driven by the higher operating costs of the offshore
assets.
Following divestitures, Energean plc's (BB-/Stable) scale (2023:
123kboe/d) is now comparable with Seplat's post-acquisition. Both
Energean and Seplat benefit from a long reserve life above 18 years
on a 2P basis and 2024 pro-forma guidance production. However,
Seplat will have higher production costs USD15/boe versus
USD9.5/boe for Energean.
Seplat has a bigger reserve base, higher reserve life and stronger
credit metrics than Kosmos Energy Ltd. (B+/Stable). These strengths
are offset by Kosmos's more diversified asset base and more stable
operating environment compared with Seplat's high exposure and
concentration on areas characterised by geopolitical and security
risk.
Key Assumptions
- Brent oil price in line with Fitch's price deck
- Average realised gas price of USD2.95/kcf in 2024-2025 and
USD2.8/kcf in 2026-2027
- EBITDA contribution of new assets from MPNU to start in 2025
- Upstream production ramping up to 146,000boe/d in 2026 from
around 47,800boe/d in 2023
- Dividends of about USD100 million in 2024 and USD200 million in
2025-2027
Recovery Analysis
The recovery analysis assumes that Seplat would be restructured as
a going concern (GC) rather than liquidated in bankruptcy.
- Seplat's post-reorganisation GC EBITDA is estimated at USD223
million, based on its existing (pre-acquisition) asset base, which
assumes a drop in EBITDA, due to risks associated with
hydrocarbon-price volatility, potential unplanned downtime or other
adverse factors, followed by a modest recovery including corrective
actions.
- Fitch has applied a 4x enterprise value (EV)/EBITDA to calculate
a GC EV, reflecting the risks associated with the operating
environment in the Niger Delta region.
- Its waterfall analysis assumes Seplat's USD350 million senior
secured RCF, USD110 million Westport reserve-based lending facility
and USD50 million Westport offtake facility are fully drawn and
rank senior to Seplat's senior unsecured notes.
- After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall- generated recovery computation (WGRC) for
the senior unsecured notes in the 'RR4'band, indicating a 'B-'
instrument rating. The WGRC output percentage on current metrics
and assumptions is 45%.
- Fitch expects a post-acquisition WGRC for the senior unsecured
notes remaining in the 'RR4' band.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Nigeria' s sovereign rating or consistent record of
Seplat' s offshore structural enhancements
- A meaningful diversification of operations to countries with a
more favourable operating environment than Nigeria while
maintaining strong credit metrics
- EBITDA net leverage consistently below 2.5x (which Fitch will
relax to 3.0x following the completion of MPNU to reflect a
stronger business profile)
- Adequate liquidity post acquisition closure and clear refinancing
path
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of Nigeria's rating
- EBITDA net leverage sustained above 3.5x (4.0x post-
acquisition)
- Longer-than-forecast downtime as a result of unforeseen events,
resulting in a material loss of production
- Failure to maintain sufficient liquidity to absorb potential
pipeline downtime shocks
Liquidity and Debt Structure
Satisfactory Liquidity: At end-June 2024 Seplat had around USD372
million of unrestricted cash, an undrawn USD350 million RCF due in
June 2025 and USD39 million availability under a committed USD50
million junior off-take credit facility due in 2027.
The maturity of the RCF will extend until December 2026 if Seplat
successfully refinances its USD650 million bond by May 2025 and
Fitch regards this as plausible. Full drawdown of the RCF for
acquisition purposes, material decrease in cash balance and delay
of bond refinancing beyond 1Q25 would substantially constrain
liquidity.
Issuer Profile
Seplat is a small exploration and production company operating in
Nigeria. It has stakes in several oil and gas fields yielding
working interest production of 48kboe/d in 2023 (44kboe/d in 2022).
Its 2023 Fitch adjusted EBITDA was USD425 million.
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
Seplat has an ESG Relevance Score of '4' for Human Rights,
Community Relations, Access & Affordability due to its focus on
upstream operations in the troubled Niger Delta region, which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Seplat Energy Plc LT IDR B- Affirmed B-
senior unsecured LT B- Affirmed RR4 B-
STRIDE SUPPLIES: Kroll Advisory Named as Joint Administrators
-------------------------------------------------------------
Stride Supplies Limited was placed in administration proceedings in
the High Court of Justice Business and Property Courts in
Manchester, Insolvency and Companies List, Court Number:
CR-2024-MAN-001324, and Mark Robert Blackman and Benjamin John
Wiles of Kroll Advisory Ltd were appointed as administrators on
Oct. 23, 2024.
Stride Supplies is a wholesaler of metals and metalores.
Its registered office is at 144 Evesham Street, Redditch, B97 4HP.
Its principal trading address is at Unit 7, Lakeside Industrial
Estate, Broad Ground Road, Redditch, B98 8YP; Unit 13, Padgets
Lane, South Moons Moat Industrial Estate, Redditch, B98 0RA.
The joint administrators can be reached at:
Mark Robert Blackman
Benjamin John Wiles
Kroll Advisory Ltd
The Chancery, 58 Spring Gardens
Manchester, M2 1EW
Further details contact:
Eden Vaughan
Email: Eden.Vaughan@kroll.com
Tel No: 0161 880 4554
*********
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