/raid1/www/Hosts/bankrupt/TCREUR_Public/241031.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
Thursday, October 31, 2024, Vol. 25, No. 219
Headlines
A L B A N I A
PROCREDIT BANK: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
C Y P R U S
ARAGVI HOLDING: S&P Assigns 'B' Rating on New $500MM Senior Bond
G E R M A N Y
RETAIL AUTOMOTIVE 2021: DBRS Confirms BB Rating on F Notes
REVOCAR 2023-2: DBRS Confirms BB Rating on Class D Notes
TECHEM VERWALTUNGSGESELLSCHAFT 674MBH: Fitch Affirms B LongTerm IDR
I R E L A N D
BARINGS EURO 2018-2: Moody's Affirms Ba2 Rating on EUR30MM E Notes
CITADEL PLC 2024-1: DBRS Gives Prov. BB Rating on Class E Notes
E& PPF TELECOM: Moody's Alters Outlook on 'Ba1' CFR to Stable
NEWDAY FUNDING 2024-3: DBRS Gives Prov. BB Rating on E Notes
I T A L Y
BUBBLES BIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
N E T H E R L A N D S
NOURYUN HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
P O R T U G A L
TAGUS: DBRS Finalizes B Rating on Class E Notes
TRANSPORTES AEREOS: S&P Rates EUR350MM Unsec. Notes Due 2029 'BB-'
S P A I N
CAIXABANK RMBS 3: DBRS Confirms CC Rating on Series B Notes
CAJAMAR PYME 4: DBRS Hikes Series B Notes to CCC(high)
SANTANDER CONSUMER 2023-1: DBRS Confirms BB Rating on E Notes
SANTANDER CONSUMO 7: DBRS Gives Prov. B Rating on E Notes
S W E D E N
QUIMPER AB: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
QUIMPER AB: S&P Affirms 'B+' LongTerm ICR, Outlook Stable
T U R K E Y
ICA ICTAS: Fitch Assigns 'BB-(EXP)' Rating on Sr. Secured Bonds
U N I T E D K I N G D O M
CERTS ASSURED: FRP Advisory Named as Joint Administrators
EALBROOK MORTGAGE 2024-1: DBRS Gives(P) B(high) Rating on E Notes
MARDEN HOMES: RBW Restructuring Named as Administrator
PAVILLION MORTGAGE 2024-1: DBRS Gives (P) B(low) on Class F Notes
PIERPONT BTL 2024-1: DBRS Gives Prov. BB(high) Rating on 2 Classes
PLAYTECH PLC: S&P Places 'BB' LongTerm ICR on Watch Negative
SRS GROUNDWORKS: Quantuma Advisory Named as Joint Administrators
VEDANTA RESOURCES: Moody's Ups CFR to B3 & Unsecured Bonds to Caa1
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A L B A N I A
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PROCREDIT BANK: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
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Fitch Ratings has upgraded Albanian ProCredit Bank Sh.a.'s (PCBA)
Long-Term Issuer Default Ratings (IDRs) to 'BB+' from 'BB'. The
Outlook is Stable. PCBA's Shareholder Support Rating (SSR) has also
been upgraded to 'bb+' from 'bb' and the Short-Term IDRs affirmed
at 'B'. PCBA's Viability Rating (VR) of 'b-' and its xgs ratings
are unaffected by the rating actions.
The upgrade of PCBA's Long-Term IDR reflects Fitch's reassessment
of transfer and convertibility risks in Albania.
Key Rating Drivers
Shareholder Support Drives Ratings: PCBA's IDRs and SSR reflect
Fitch's view of potential support from its sole shareholder,
ProCredit Holding AG (PCH; BBB/Stable). Support considerations
include the strategic importance of south-eastern Europe to PCH,
PCBA's strong integration within the group and a proven record of
providing capital and liquidity support.
Country Risks: PCBA's capacity to utilise parent support to service
obligations is constrained by its assessment of Albanian country
risks. Transfer and convertibility risks have reduced, but still
limit the extent to which potential support can be factored into
PCBA's SSR. Therefore, Fitch maintains a two-notch difference
between PCH's and PCBA's Long-Term IDRs.
The key rating drivers for PCBA's VR are those outlined in its
Rating Action Commentary published in May 2024 (see 'Fitch Affirms
Albanian ProCredit Bank Sh.a at 'BB'; Outlook Stable').
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
PCBA's IDRs and SSR would be downgraded if there were adverse
changes to Fitch's perception of country risks in Albania. The
ratings could also be downgraded if there was a substantial
reduction in the bank's strategic importance to PCH, which is
primarily based on PCH's commitment to the country and the region.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
PCBA's IDRs and SSR could be upgraded as a result of diminished
country risks.
Public Ratings with Credit Linkage to other ratings
PCBA's IDRs and SSR are driven by support from PCH.
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
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ProCredit Bank Sh.a. LT IDR BB+ Upgrade BB
ST IDR B Affirmed B
LC LT IDR BB+ Upgrade BB
LC ST IDR B Affirmed B
Shareholder Support bb+ Upgrade bb
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C Y P R U S
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ARAGVI HOLDING: S&P Assigns 'B' Rating on New $500MM Senior Bond
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S&P Global Ratings placed Aragvi Holding (Trans-Oil Group) and the
existing senior bond on CreditWatch with positive implications, and
at the same time assigned a 'B' issue rating to the proposed $500
million senior bond.
The positive CreditWatch indicates that S&P will likely raise to
'B' its issuer credit rating on Aragvi once the new debt issuance
is complete and major short-term refinancing risks are alleviated.
Central and Eastern Europe (CEE)-based agribusiness group Trans-Oil
Group, the TopCo of which is Aragvi Holding International, intends
to issue a new $500 million long-term senior secured bond to
refinance its existing bond of the same amount due April 2026,
which S&P believes will be credit positive for the group and
decisively address its largest short-term debt refinancing risk.
The proposed full bond refinancing should decrease short-term
refinancing risks for Aragvi. S&P said, "We believe Aragvi's
liquidity position will immediately benefit from a successful
issuance of $500 million of long-term senior bonds. This would
enable the group to fully refinance its largest debt maturity in
its capital structure, which is $500 million of senior bonds due
April 2026. We note that Aragvi continues to be able to access bank
funding for its day-to-day operational needs. The agribusiness
nature of its activities means that the business has large seasonal
swings in working capital which it funds mostly with bank
financing. We note the group retains the support of its lenders, a
mix of international commercial banks (ING and Trade X notably),
local lenders (AIK Banka in Serbia), and development banks (FMO
notably)."
S&P said, "We believe the transaction will stabilize the group's
overall cash flows and credit metrics and allow it to pursue a
consistent financial policy. For fiscal 2025 and fiscal 2026 we
project Aragvi will generate around $200 million-$225 million of
adjusted EBITDA annually with limited FOCF generation due to a
slight increase in financing costs and especially maintained capex.
Projected adjusted debt leverage should be at 2.0x-2.5x and EBITDA
interest coverage at 2.2x-2.5x, assuming the group will continue to
have persistent working capital outflows due to rising volumes and
undertake some debt-financed acquisitions. We think the group will
pursue its strategic plan to strengthen its position as a leading
agribusiness player in the CEE region in grains and oilseeds. For
this the group will likely seek to increase its industrial size and
its geographic and business diversity. This is likely to be funded
through a mix of expansion capex spending and targeted,
debt-financed acquisitions.
"Aragvi's scale of operations has significantly increased over the
past five years, which led us to revise our assessment of its
business risk profile to weak from vulnerable." This is seen in
the larger cash flow generation with adjusted EBITDA of $213
million and funds from operations (FFO) of $110 million last year
(versus $75 million and $47 million, respectively, in 2019). These
numbers remain modest compared with larger European and
international agribusiness peers, such as Kernel Holding or Tereos
SCA.
The group established a track record of stable operating
performance in volatile conditions in the region. This was boosted
notably by its ability to quickly increase oilseeds sourcing from
Latin America at the height of the Ukraine-Russia war in 2022 while
maintaining above average profitability with return on capital
averaging 17% in the last five years.
The scale and geographic diversity also improved. This is thanks
to the successful expansion in neighboring countries Romania and
Serbia. Moldova, despite it being a high-risk country, is a central
market for Aragvi because it operates a leading and profitable
franchise in grains and oilseeds (origination and crushing) with
56% of Aragvi's long-term fixed assets there. Last year the share
of group EBITDA generated in Moldova remained substantial at 30%.
Aragvi's competitive position has strengthened over the past
several years. The group built or acquired significant storage and
processing facilities and logistical assets on the Danube River,
which is a strategic route to the Black Sea and Central Europe.
Thanks to this network of assets and the ability to source grains
competitively from farmers in this large agriculture growing region
(Moldova and Ukraine especially) the group has established a large
and diversified base of industrial customers in international
markets (Europe, the Middle East, and Asia).
Thanks to food security concerns increasing in emerging markets S&P
sees continued positive demand growth prospects for Aragvi's main
products. In addition, S&P believes that both the vertical
integration strategy and business diversification, for example into
vegetable oil bottling in Serbia to serve local consumers, should
partially help the group smooth the effect of lower profitability
in the trading operations in case of low agricultural price
volatility.
S&P said, "We expect to resolve the CreditWatch placement upon the
completion of the refinancing of the $500 million senior secured
bond due April 2026.
"We could raise the issuer credit rating on Aragvi to 'B' once the
group successfully places the new $500 million long-term senior
secured notes, which would alleviate all short-term refinancing
risks.
"Under our new base-case projections we see the group able to
deliver a stable operating performance over the next 12 months with
an adjusted debt leverage of 2.0x-2.5x and EBITDA interest coverage
of 2.2x-2.5x."
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G E R M A N Y
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RETAIL AUTOMOTIVE 2021: DBRS Confirms BB Rating on F Notes
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DBRS Ratings GmbH took the following credit rating actions on the
notes (the rated notes) issued by Retail Automotive CP Germany 2021
UG (Haftungsbeschrankt) (the Issuer):
-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes upgraded to AA (low) (sf) from A (high) (sf)
-- Class D Notes upgraded to A (low) (sf) from BBB (high) (sf)
-- Class E Notes confirmed at BBB (low) (sf)
-- Class F Notes confirmed at BB (sf)
The credit ratings on the Class A, Class B, and Class C Notes
address the timely payment of scheduled interest and the ultimate
repayment of principal by the legal maturity date. The credit
ratings on the Class D, Class E, and Class F Notes address the
ultimate payment of interest and the ultimate repayment of
principal by the legal maturity date while junior to other
outstanding classes of notes, but the timely payment of interest
when they are the senior-most tranche, in accordance with the
Issuer's default definition in the transaction documents.
The credit rating actions follow an annual review of the
transaction and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2024 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating
levels.
The transaction is a securitization backed by a pool of retail auto
loan receivables associated with a portfolio of new and used
vehicle loans granted and serviced by CreditPlus Bank AG
(CreditPlus) to private individual borrowers residing in Germany.
The transaction included a 21-month revolving period, which ended
in July 2023. Since then, the notes have amortized on a pro rata
basis, and will continue to do so until a sequential redemption
event is triggered.
PORTFOLIO PERFORMANCE
As of the September 2024 payment date, loans that were one to two
months and two to three months delinquent represented 0.27% and
0.12% of the portfolio balance, respectively, while loans more than
three months delinquent represented 0.10%. Gross cumulative
defaults amounted to 0.82% of the aggregate original portfolio
balance, with cumulative recoveries of 51.90% to date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD and LGD
assumptions at 1.4% and 39.5%, respectively.
Morningstar DBRS elected mid-range core multiples. The inclusion of
incremental balloon stresses means the Morningstar DBRS-derived
adjusted multiple is higher than the range for the AAA (sf) credit
rating level.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the rated notes. As of the September 2024
payment date, credit enhancements to the Class A, Class B, Class C,
Class D, Class E, and Class F Notes remained unchanged since
closing at 10.0%, 6.3%, 5.0%, 4.0%, 3.0%, and 2.0%, respectively.
The credit enhancements will continue to remain stable due to the
pro rata amortization of the notes until a sequential redemption
event is triggered.
The transaction benefits from liquidity support provided by a
liquidity reserve, funded to the required amount of 0.7% of the
outstanding principal amount of the Class A, Class B, and Class C
Notes. The liquidity reserve is available to the Issuer only in a
restricted scenario where the principal collections are not
sufficient to cover the shortfalls in senior costs (servicer fees
and operating expenses), interests on the liquidity reserve itself,
swap payments, and interest on the Class A, Class B, and Class C
Notes. The reserve is currently at its target amount of EUR
4.10mn.
The Bank of New York Mellon - Frankfurt branch (BNYM Frankfurt)
acts as the account bank for the transaction. Based on Morningstar
DBRS' private credit rating on BNYM Frankfurt, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be consistent with the credit ratings assigned
to the rated notes, as described in Morningstar DBRS' "Legal
Criteria for European Structured Finance Transactions".
CreditPlus and Crédit Agricole Consumer Finance (CACF) are the
swap counterparty and swap guarantor, respectively, for this
transaction. Morningstar DBRS' private rating on CACF is consistent
with the first credit rating threshold defined in Morningstar DBRS'
"Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
REVOCAR 2023-2: DBRS Confirms BB Rating on Class D Notes
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DBRS Ratings GmbH confirmed its credit ratings on the notes (the
rated notes) issued by RevoCar 2023-2 UG (haftungsbeschrankt) (the
Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at A (sf)
-- Class C Notes at BBB (sf)
-- Class D Notes at BB (sf)
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate payment of principal by the legal
final maturity date in September 2036. The credit ratings on the
Class B, Class C, and Class D Notes address the ultimate payment of
interest (timely when most senior) and principal by the legal final
maturity date.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2024 payment date;
-- Updated probability of default (PD), loss given default (LGD),
and expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating
levels.
The transaction is a static securitization of German auto loan
receivables originated and serviced by Bank11 für Privatkunden und
Handel GmbH (Bank11) and granted primarily to private clients for
the purchase of both new and used vehicles. The transaction closed
in October 2023 with an initial portfolio balance of EUR 500.0
million.
PORTFOLIO PERFORMANCE
As of the August 2024 cut-off date, loans that were one to two
months and two to three months in arrears represented 0.2% and 0.4%
of the outstanding portfolio balance, respectively, while loans
that were more than three months in arrears represented 0.4%. Gross
cumulative defaults amounted to 0.2% of the aggregate initial
collateral balance, with cumulative recoveries of 26.6% to date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD and LGD
assumptions at 1.8% and 54.5%, respectively.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the rated notes in the transaction.
As of the September 2024 payment date, credit enhancement to the
Class A, Class B, Class C, and Class D Notes slightly increased to
12.0%, 5.5%, 3.7%, and 1.5%, respectively, from 11.8%, 5.2%, 3.4%,
and 1.2%, respectively, as of Morningstar DBRS' initial credit
rating in October 2023. The rated notes amortize on a pro rata
basis and will continue to do so as long as a sequential payment
trigger event is not breached.
The transaction benefits from an amortizing liquidity reserve,
available to cover senior fees and expenses, swap payments, and
interest payments on the Class A Notes only. The reserve has a
target balance equal to 1.2% of the outstanding collateral balance,
subject to a floor of EUR 800,000. As of the September 2024 payment
date, the reserve was at its target balance of EUR 4.8 million.
The transaction also features a commingling reserve, funded by
Bank11 at closing to EUR 5.0 million. The reserve has a target
balance equal to 1.0% of the of the outstanding collateral balance
as long as the Class D Notes are outstanding. As of the September
2024 payment date, the reserve was at its target balance of EUR 4.0
million.
Citibank Europe plc, German branch acts as the account bank for the
transaction. Based on Morningstar DBRS' Long-Term Issuer Rating on
its ultimate parent, Citibank Europe plc, at AA (low), the
downgrade provisions outlined in the transaction documents, and
structural mitigants inherent in the transaction structure,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be consistent with the credit ratings assigned
to the notes, as described in Morningstar DBRS' "Legal Criteria for
European Structured Finance Transactions" methodology.
DZ BANK AG Deutsche Zentral-Genossenschaftsbank (DZ Bank) acts as
the swap counterparty. Morningstar DBRS' Long Term Critical
Obligations Rating on DZ Bank at AA is consistent with the First
Rating Threshold as described in Morningstar DBRS' "Derivative
Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
TECHEM VERWALTUNGSGESELLSCHAFT 674MBH: Fitch Affirms B LongTerm IDR
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Fitch Ratings has assigned Techem Verwaltungsgesellschaft 675 mbH's
proposed EUR750 million senior secured notes (SSN) a 'B+(EXP)'
expected rating with a Recovery Rating of 'RR3'. Assignment of a
final rating is contingent on completion of the transactions and
the receipt of final documents conforming to information already
received.
Fitch has affirmed Techem Verwaltungsgesellschaft 674 mbH's
(Techem) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable
Outlook. Fitch has also affirmed the senior secured instruments
ratings issued by Techem Verwaltungsgesellschaft 675 mbH at 'B+'
and senior unsecured instrument rating issued by Techem at 'CCC+'
with Recovery Ratings of 'RR3' and 'RR6', respectively.
Part of the proceeds from the proposed senior secured notes will be
used to repay the company's existing senior unsecured notes due
2026. The notes will rank pari-passu with existing senior secured
debt.
The affirmation of the IDR reflects that the debt increase
resulting from Techem's upcoming acquisition is in line with its
expectations. It also reflects the ongoing improvement in operating
performance, which could also result in EBITDA leverage reducing
below its sensitivities for Techem's 'B' rating. Fitch expects
Techem's free cash flow (FCF) to be slightly positive despite
increased interest expenses, high but relatively flexible capex and
slightly negative working capital outflows.
Key Rating Drivers
Capital Structure Under New Shareholders: TPG and GIC recently
agreed to acquire Techem for EUR6.7 billion enterprise value. The
company will largely retain the current capital structure, using
the portability of senior secured notes, and has already obtained a
waiver regarding the change of control clause on its senior secured
term loan B (TLB) and revolving credit facility (RCF). However, it
will refinance its EUR364 million senior unsecured notes through
the issuance of EUR750 million new senior secured notes (pari passu
with existing senior secured debt), in line with its expectations.
Fitch believes that the increase in overall debt (around EUR400
million) is compensated by strong EBITDA growth in FY24-FY25
(financial year ending September), resulting in comfortable
positioning in the rating category.
Leverage Dependent on Financial Policy: The purchase price at
transaction closing will be EUR2.3 billion (of which EUR2.1 billion
will be funded through equity contribution from the new
shareholders), while EUR1.6 billion equity consideration will be
deferred until July 2027. This payment is non-recourse for Techem,
but Fitch notes it could create some incentives for shareholders to
releverage the company. However, Fitch expects this would only
happen if performance remained strong and to an extent consistent
with the current rating. Fitch believes positive pressure on the
rating could materialise in the medium term in the absence of
dividends, debt-funded M&A and re-leveraging.
Margin Expansion Leads Deleveraging: Techem's Fitch-adjusted EBITDA
leverage improved to 6.4x in FY23 (adjusted for one-off severance
costs) from 6.9x in FY22. This was mainly driven by improved
EBITDA, reflecting price increases, new product launches and
cost-saving measures. Further EBITDA growth should allow the
company to deleverage to below its rating sensitivity of 6.0 by
FY25, when Fitch expects Fitch-defined EBITDA of around EUR540
million. However, Techem's leverage may come under pressure in case
of extra debt to finance aggressive growth ambition or
distributions to shareholders.
Solid Coverage Ratios: Despite higher interest as a result of the
recent refinancing, as well as the upcoming refinancing of the
unsecured debt, EBITDA interest coverage will be around or
exceeding 3.0x by FY27, which is strong for a 'B' rating. After a
reduction in interest coverage in FY25 towards 2.6x, also due to
higher debt, Fitch expects the metric to improve from FY26, driven
by a reduction in the base rate as well as continued EBITDA
expansion.
High Capex: Fitch expects Techem to invest EUR200 million per year
for FY25-FY26 in its energy sub-metering and energy contracting
businesses, with the replacement cycle in sub-metering in FY25 and
increasing share of asset-heavy contracting business driving capex
up. Together with expected interest cost increases and working
capital outflows, this will lead to slightly positive FCF. Fitch
assumes capex is partially discretionary, leaving the company room
to scale back or postpone investments if needed, although lower
capex will limit EBITDA expansion.
Strong Operating Performance Continues: In the nine months to June
2024, Techem's adjusted EBITDA increased 12.7% year-on-year while
revenue rose by 4.8%. This was mainly driven by higher billing and
rental revenues in energy services and higher margins in
energy-efficiency solutions, as well as the positive effect of
cost-saving initiatives.
High Non-Recurring Costs to Reduce: Fitch has adjusted Techem's
FY23 and FY22 EBITDA for around EUR17 million of one-off costs. An
extra EUR20 million of one-off severance costs was recognised by
Fitch for FY23. These costs are non-recurring and relate to the
Energize-T and operational excellence cost-saving programmes. Fitch
expects this amount to reduce to around EUR15 million per year over
FY24-FY27.
Infrastructure-Driven Value Proposition: Fitch expects Techem's
medium-term strategy to target wider coverage of dwellings in
Germany and abroad and to focus on higher-value cash-generative
segments. Together with technological upgrades to smart readers and
product expansions, this may lead to higher cost efficiencies,
potentially covering the full energy value chain for homes. Techem
has historically focused on value enhancement through
infrastructure development versus maximising cash flow generation
in the short term, which Fitch believes is positive for its
long-term growth potential.
Favourable Operating Environment: The adoption of sub-metering is
supported by the EU Energy Efficiency Directive. However, adoption
by member states within the EU is slow and affects the timing of
revenue expansion for operators like Techem. Stricter market
regulations may require additional investments, including potential
technical enhancements to allow inter-operability. Despite the risk
of stricter regulation, Fitch continues to view Techem's operating
environment as stable and supportive in the medium term.
Derivation Summary
Techem's business profile is similar to infrastructural and
utility-like peers and corresponds to the 'BBB' category. It proved
resilient through the pandemic and has shown stable performance
through the cycle. It is constrained by high gross leverage and
pressured FCF generation.
Its focus on the expansion of its smart reader network lends itself
to comparison with pure telecommunication networks, such as Cellnex
Telecom S.A. and Infrastrutture Wireless Italiane S.p.A. (both
BBB-/Stable) and TDC NET A/S (BB/Stable). These entities have
comparable leverage, and their high capex is demand-driven and led
by infrastructural expansion, as is most of Techem's. However,
their sector, scale and tenant stability provide for a higher debt
capacity.
Techem is also comparable with highly-leveraged business services
operators, such as Nexi S.p.A. (BB+/Stable), which has a similar
billing model on a wide portfolio of customers in a favourable
competitive environment. Fitch believes Nexi's secular growth
prospects are stronger than Techem's. Nexi also has lower leverage
and higher FCF conversion.
Key Assumptions
Fitch's Key Assumptions Within its Rating Case for the Issuer:
- Revenue CAGR of 5.2% for FY24-FY27
- EBITDA margins (as defined by Fitch), improving to around 47% by
FY27, driven by growth in digital services, price revisions and
cost-efficiency programmes
- Working capital outflow of an average EUR45 million over FY24-27
- Capex on average at about 18% of revenue a year until FY27
- M&A averaging around EUR55 million a year up to FY27
- No dividend payments in line with stated financial policy
- Transaction executed in line with the announcement, implying an
increase in debt for the company of around EUR400 million
Recovery Analysis
The recovery analysis assumes that Techem would be reorganised as a
going concern in bankruptcy rather than liquidated, based on its
strong cash flow generation through the cycle and asset-light
operations. Its installed base and contractual portfolio are key
intangible assets of the business, which are likely to be operated
post-bankruptcy by competitors with higher cost efficiency. Fitch
has assumed a 10% administrative claim.
Fitch estimates a going-concern EBITDA of EUR300 million to reflect
improvement in operational performance and executed cost-saving
initiatives. At this level of EBITDA, Fitch expects Techem to
generate mildly positive FCF after corrective measures are taken,
in particular on central costs and capex, in response to financial
distress.
Fitch assumes a distressed multiple of 7.0x, considering Techem's
stable business profile and comparing it with similarly
cash-generative peers with infrastructure and utility-like business
models. Its debt waterfall includes a fully drawn upsized RCF of
EUR398 million and proposed issuance of new senior secured notes of
EUR750 million. This results in ranked recoveries of 54% in the
'RR3' band for the senior secured debt (including upcoming
issuance) with the senior unsecured notes ranking 'RR6' with 0%
recovery (these notes will be repaid at closing).
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage below 6.0x on a sustained basis;
- EBITDA interest coverage trending to or above 3.0x;
- Ongoing commitment to financial policy of zero dividends or
debt-funded M&As;
- FCF trending towards neutral to positive territory;
- Absence of releverage, also in conjunction with the shareholders'
payment of the deferred equity contribution.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 7.0x with no sign of deleveraging;
- EBITDA interest coverage trending to or below 2.0x on a sustained
basis;
- Departure from financial policy of debt reduction and zero
dividends or debt-funded M&A activity;
- Reduced EBITDA leading to an inability to return to positive FCF
on a sustained basis;
- Evidence of deterioration in refinancing conditions or
opportunities.
Liquidity and Debt Structure
Satisfactory Liquidity: Fitch assesses Techem's liquidity as
satisfactory. It had a cash balance of about EUR53 million at
end-June 2024 and EUR5 million of its RCF of EUR398 million blocked
by way of guarantees. Techem uses its RCF during the year to
finance intra-year working capital swings. Fitch restricts Techem's
cash by EUR20 million, the estimated minimum operating cash.
Debt Structure: Techem's senior secured TLB and senior secured
notes both mature in 2029. The company has EUR364 million senior
unsecured notes due in 2026, which Techem will refinance with the
proceeds from the proposed EUR750 million SSNs.
Issuer Profile
Techem is a Germany-based heat and water sub-metering services
operator active in submetering installation and services in Europe.
The company also has a presence in energy contracting.
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
Techem Verwaltungsgesellschaft 674 mbH has an ESG Relevance Score
of '4[+]' for Energy Management due to the company's role in energy
efficiency initiative as a metering service provider, which has a
positive impact on the credit profile, and is relevant to the
rating in conjunction with other factors.
Techem Verwaltungsgesellschaft 674 mbH has an ESG Relevance Score
of '4[+]' for GHG Emissions & Air Quality as the company provides
solutions to optimise energy costs, increase energy efficiency and
minimise CO2 emissions. This has a positive impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ --------
-----Techem
Verwaltungsgesellschaft
674 mbH LT IDR B Affirmed B
senior unsecured LT CCC+ Affirmed RR6 CCC+
Techem
Verwaltungsgesellschaft
675 mbH
senior secured LT B+(EXP)Expected Rating RR3
senior secured LT B+ Affirmed RR3 B+
=============
I R E L A N D
=============
BARINGS EURO 2018-2: Moody's Affirms Ba2 Rating on EUR30MM E Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Barings Euro CLO 2018-2 Designated Activity Company:
EUR13,300,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Jan 26, 2024
Upgraded to Aa3 (sf)
EUR15,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Jan 26, 2024
Upgraded to Aa3 (sf)
EUR18,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on Jan 26, 2024
Affirmed Baa1 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR229,000,000 (Current outstanding amount EUR76,638,692) Class
A-1A Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Jan 26, 2024 Affirmed Aaa (sf)
EUR5,000,000 (Current outstanding amount EUR1,673,334) Class A-1B
Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Jan 26, 2024 Affirmed Aaa (sf)
EUR14,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Jan 26, 2024 Affirmed Aaa
(sf)
EUR8,000,000 Class B-1A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Jan 26, 2024 Upgraded to Aaa
(sf)
EUR10,000,000 Class B-1B Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Jan 26, 2024 Upgraded to Aaa
(sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Jan 26, 2024 Upgraded to Aaa (sf)
EUR30,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Jan 26, 2024
Affirmed Ba2 (sf)
EUR12,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Caa1 (sf); previously on Jan 26, 2024
Downgraded to Caa1 (sf)
Barings Euro CLO 2018-2 Designated Activity Company, issued in
September 2018, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Barings (U.K.) Limited. The transaction's
reinvestment period ended in October 2022.
RATINGS RATIONALE
The rating upgrades on the Class C-1, Class C-2 and Class D notes
are primarily a result of the deleveraging of the Class A-1A and
Class A-1B notes following amortisation of the underlying portfolio
since the last rating action in January 2024.
The affirmations on the ratings on the Class A-1A, Class A-1B,
Class A-2, Class B-1A, Class B-1B, Class B-2, Class E and Class F
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The Class A-1A and Class A-1B notes have paid down by approximately
EUR80.0 million (34.19%) since the last rating action in January
2024 and EUR155.69 million (66.53%) since closing. As a result of
the deleveraging, over-collateralisation (OC) has increased across
the capital structure. According to the trustee report dated
October 2024 [1] the Class A/B, Class C, Class D, Class E and Class
F OC ratios are reported at 171.03%, 142.02%, 128.19%, 110.28% and
104.22% compared to January 2024 [2] levels of 141.82%, 126.78%,
118.77%, 107.45% and 103.35%, respectively. Moody's note that the
October 2024 principal payments are not reflected in the reported
OC ratios.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR226.13m
Defaulted Securities: EUR6.52m
Diversity Score: 45
Weighted Average Rating Factor (WARF): 3116
Weighted Average Life (WAL): 3.29 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.84%
Weighted Average Coupon (WAC): 3.94%
Weighted Average Recovery Rate (WARR): 41.80%
Par haircut in OC tests and interest diversion test: 1.57%
The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the notes are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
CITADEL PLC 2024-1: DBRS Gives Prov. BB Rating on Class E Notes
---------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
residential mortgage-backed notes to be issued by Citadel 2024-1
PLC (the Issuer) as follows:
-- Class A at (P) AAA (sf)
-- Class B at (P) AA (sf)
-- Class C at (P) A (sf)
-- Class D at (P) BBB (sf)
-- Class E at (P) BB (sf)
-- Class F at (P) B (low) (sf)
-- Class X at (P) B (low) (sf)
The credit rating on the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date in April 2060. The credit ratings on the
Class B, Class C, Class D, Class E, and Class F notes address the
timely payment of interest once they are the senior-most class of
notes outstanding, otherwise the ultimate payment of interest, and
the ultimate repayment of principal on or before the final maturity
date. The credit rating on the Class X notes addresses the ultimate
payment of interest and principal. Morningstar DBRS does not rate
the Class G and Class H notes or the residual certificates also
expected to be issued in this transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the UK. The notes to be issued shall fund the
purchase of UK second-lien mortgage loans originated by UK Mortgage
Lending Limited (UKML). Pepper (UK) Limited (Pepper) is the primary
and special servicer of the portfolio. UKML, established in
November 2013 and previously known as Optimum Credit Ltd (Optimum
Credit), is a specialist provider of second-lien mortgages based in
Cardiff, Wales. Both UKML and Pepper are part of the Pepper Group
Limited (Pepper Group), a worldwide consumer finance business,
third-party loan servicer, and asset manager. Law Debenture
Corporate Services Limited shall be appointed as the back-up
servicer facilitator to the transaction.
The initial mortgage portfolio consists of GBP 294 million of
second-lien mortgage loans collateralized by owner-occupied (OO)
properties in the UK.
The Issuer is expected to issue eight tranches of collateralized
mortgage-backed securities (the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, and Class H notes) to finance the
purchase of the mortgage portfolio. Additionally, the Issuer is
expected to issue one class of non-collateralized notes, the Class
X notes.
The transaction is structured to initially provide 30.0% of credit
enhancement to the Class A notes comprising of subordination of the
Class B to Class H notes. The Class B notes are supported by 25.0%
credit enhancement, with 20.0%, 15.0%, 10.5%, and 5.5% credit
enhancement available to the Class C, Class D, Class E, and Class F
notes, respectively.
Liquidity in the transaction is provided by a liquidity reserve
fund (LRF), which shall cover senior costs and expenses as well as
interest shortfalls on the Class A and Class B notes. In addition,
principal borrowing is also envisaged under the transaction
documentation and can be used to cover senior costs and expenses as
well as interest shortfalls on the Class A to Class G notes.
However, the latter will be subject to a principal deficiency
ledger (PDL) condition, which states that if a given class of notes
is not the most senior class outstanding, when a PDL debit of more
than 10% of such class exists, principal borrowing will not be
available. Interest shortfalls on the Class B to Class G notes, as
long as they are not the most senior class outstanding, shall be
deferred and not be recorded as an event of default until the final
maturity date or such earlier date on which the notes are fully
redeemed.
The transaction also features a fixed-to-floating interest rate
swap, given the presence of a large portion of fixed-rate loans
(with a compulsory reversion to floating in the future) while the
liabilities shall pay a coupon linked to Sonia. The swap
counterparty to be appointed as of closing shall be Banco
Santander, S.A. Furthermore, Citibank, N.A., London Branch shall
act as the Issuer Account Bank, and National Westminster Bank Plc
shall be appointed as the Collection Account Bank.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;
-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine. Morningstar DBRS analyzed the
mortgage portfolio in accordance with its "European RMBS Insight:
UK Addendum" methodology;
-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, Class F, and Class X notes according to the terms of the
transaction documents;
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;
-- The sovereign credit rating of AA with a Stable trend on the
United Kingdom of Great Britain and Northern Ireland as of the date
of this press release; and
-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal Criteria for European Structured
Finance Transactions" methodology and the presence of legal
opinions that are expected to address the assignment of the assets
to the Issuer.
Morningstar DBRS' credit ratings on the rated notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated notes are the related
Interest Amounts and the related Class Balances.
Morningstar DBRS' credit rating on the rated notes also addresses
the credit risk associated with the increased rate of interest
applicable to each of the rated notes if the rated notes are not
redeemed on the Optional Redemption Date (as defined in and) in
accordance with the applicable transaction documents.
Notes: All figures are in British pound sterling unless otherwise
noted.
E& PPF TELECOM: Moody's Alters Outlook on 'Ba1' CFR to Stable
-------------------------------------------------------------
Moody's Ratings has changed to stable from negative the outlook of
e& PPF Telecom Group B.V. (e& PPF Telecom, formerly PPF Telecom
Group B.V.), a telecom service provider with operations in the CEE
region. Concurrently, Moody's have affirmed the company's Ba1
corporate family rating and its Ba1-PD probability of default
rating, as well as the Ba1 rating on the senior unsecured Euro
Medium Term notes.
The rating action follows PPF Group N.V.'s (PPF Group) announced
completion [1] on October 24, 2024, of the separation of the
domestic and international businesses of the former PPF Telecom
group, including the carve out of the international subsidiaries
(Slovakia, Hungary, Serbia and Bulgaria), and the subsequent sale
of a controlling equity stake (50% + 1 economic share) to Emirates
Telecommunications Group Company PJSC ("e&", Aa3 stable). The Czech
assets have been left outside e& PPF Telecom in a separate company
(PPF TMT Holdco 2 B.V. or TMT Holdco 2).
"The Ba1 rating balances the reduced scale and lower business and
geographical diversification of the group following the
reorganization, with the company's more conservative target
leverage of 2x, its improved liquidity, the entry of e& as majority
shareholder and the expectation of a solid operating performance in
core markets," says Carlos Winzer, a Moody's Ratings Senior Vice
President and lead analyst for e& PPF Telecom.
The group's updated financial policy, with a lower leverage target
and a more prudent liquidity policy is a governance consideration,
captured under the financial strategy and risk management factor
under Moody's General Principles for Assessing Environmental,
Social and Governance Risks methodology.
RATINGS RATIONALE
The completion of the group's reorganization has significantly
changed the perimeter of the former PPF Telecom group, with the
separation of the Czech operations (TMT Holdco 2) from the
international businesses (e& PPF Telecom). In addition, there is a
change in shareholding structure, as e& is now the majority
shareholder with a 50% + 1 share in e& PPF Telecom, the entity that
owns the businesses in Slovakia, Hungary, Serbia and Bulgaria. e&
paid approximately EUR2.2 billion for this stake, equivalent to
around a 6.5x EV/EBITDA multiple. GIC, the Singapore sovereign
wealth fund, will remain a 30% owner of e& PPF Telecom's
infrastructure subsidiary, CETIN International N.V.
Given the majority ownership stake, e& will fully consolidate e&
PPF Telecom. However, given the conditions imposed by the European
Commission to approve the deal on September 24, 2024 [2] under the
Foreign Subsidies Regulation (FSR), e& will not be able to finance
any e& PPF Telecom activity in the EU subject to emergency funding,
will not deviate from ordinary UAE bankruptcy law, and will inform
the Commission of future acquisitions in the EU that are not
notifiable concentrations under the FSR.
Following the group's reorganization, e& PPF Telecom's scale will
broadly reduce by half, as it will no longer own the telecom assets
in the Czech Republic. The group will be predominantly a
mobile-centric operator, as it will no longer be exposed to the
predictable fixed line business in the Czech Republic.
However, the rating remains supported by the market leading
positions in mobile in Bulgaria and Serbia, where it holds the
number one position with a 37% market share in both countries. The
group also holds prominent market positions in Hungary, as the
second-largest operator, and in Slovakia, with market shares of 27%
and 25%, respectively. In addition, the rating is supported by the
expectation of solid operating performance with good revenue growth
prospects and high margins.
Moody's forecast that revenue within the new perimeter will
continue to grow at a mid to high single-digit rate over the next
two years. This growth will be primarily driven by sustained price
increases, market growth across all countries, and an increasing
presence in the fixed market, particularly in Serbia. Additionally,
Moody's expect the company's reported EBITDA to grow at a high
single-digit rate over the same period, further boosting margins.
However, existing cost inflation pressures, mainly on wages, and
new projects such as the entry into the fixed line market in
Serbia, will limit this growth. Moody's anticipate that the
company's reported EBITDA margin will rise from around 44% in 2023
to approximately 45% in 2025.
Additionally, the more conservative leverage target of 2.0x
(company reported, equivalent to around 3.2x on a Moody's gross
adjusted debt basis), its more prudent liquidity management and the
strong credit profile of the new controlling shareholder offset the
negative impact of the reorganization on the group's business
profile.
Moody's expect the company's Moody's-adjusted gross leverage to
decrease to around 3.1x-3.2x (including lease and put option
liabilities) in the next 12-18 months.
Moody's project e& PPF Telecom's Moody's-adjusted FCF to remain
breakeven in 2024 and 2025, given the impact of high capex and high
dividends, since the company's dividend policy includes the
distribution of all excess cash flow. Moody's expect the group's
capex/revenues (excluding spectrum and including lease payments) to
peak in 2024 and 2025, at around 20%, and then reduce to around 15%
in 2026.
e& PPF Telecom's ratings are supported by (1) its higher revenue
growth potential than the European average, (2) its more
conservative leverage target after the reorganization, (3) the
strong credit profile of e&, its controlling shareholder, and (4)
its good margins.
Conversely, the ratings are constrained by (1) the group's moderate
scale, (2) its mobile-centric focus and lack of material fixed-line
infrastructure, and (3) its weak free cash flow generation after
capex and dividends.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Governance considerations are material to the rating action. The
company has committed to a net leverage target of 2.0x.
Additionally, liquidity has improved through a new committed EUR1.2
billion RCF to be signed after completion. The organizational
structure has been simplified with the financial debt allocated at
just the holding entity and the ownership concentration has been
reduced with the new shareholder. This has resulted in a change in
the company's Financial Strategy and Risk Management score to 2
from 3, the Organizational Structure score to 3 from 4, the
Compliance and Reporting score to 2 from 3 and the Board Structure
and Policies score to 4 from 5. The broader governance score of G-3
remains unchanged.
LIQUIDITY
e& PPF Telecom's liquidity will be supported by a cash balance of
around EUR200 million at closing of the transaction and full
availability under the new committed EUR1.2 billion revolving
credit facility (RCF) due in 2029 to be signed immediately
following the completion.
Moody's expect that the new RCF will be used to refinance the
EUR600 million Eurobond maturing in January 2025. However, Moody's
note that the company will face maturities 2026 (EUR550 million)
and 2027 (EUR500 million), that will need to be refinanced in due
time.
STRUCTURAL CONSIDERATIONS
e& PPF Telecom's probability of default rating of Ba1-PD is in line
with the CFR, reflecting the use of a family recovery rate of 50%,
which is standard for capital structures that include bonds and
bank financing.
Post transaction, all the financial debt will be located at e& PPF
Telecom Group B.V., simplifying the previous more complex corporate
structure, with debt located at different entities within the
group.
The Ba1 rating on the company's senior unsecured debt instruments
reflects the limited amount of operating company liabilities
(mainly trade payables and leases) that rank ahead of the notes and
that are not sufficient to drive notching on the notes' rating.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that e& PPF Telecom
will maintain a solid operating performance over the period
2024-2028, supported by its leading position in the mobile service
markets in the four countries it operates in. The outlook takes
into account Moody's expectation that the group's Moody's-adjusted
leverage will remain within the 2.75x to 3.25x range required for
the rating category.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's have tightened by 0.5x the leverage tolerance level for the
rating category to reflect the smaller size of the group and its
reduced business and geographic diversification.
Moody's could consider a rating upgrade if e& PPF Telecom's
operating performance remains solid allowing the company to reduce
its Moody's-adjusted leverage below 2.75x, while maintaining a
strong liquidity profile and a prudent financial policy.
Moody's could downgrade the rating if e& PPF Telecom's operating
performance deteriorates such that debt/EBITDA rises persistently
above 3.25x, there is a deterioration in the company's liquidity
position, or a more aggressive financial policy is implemented,
that is likely to favor shareholders over creditors.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
COMPANY PROFILE
e& PPF Telecom is a leading telecommunications group in Central and
Eastern Europe with shareholdings in CETIN International N.V., and
four mobile operators in Slovakia, Hungary, Bulgaria and Serbia.
The group reported pro forma revenue of EUR2.0 billion and pro
forma EBITDA of EUR0.9 billion in 2023.
The company is ultimately controlled by e&, which owns 50% + 1
economic share, and by PPF Group (an investment company
headquartered in the Netherlands), which owns 50% - 1 economic
share.
NEWDAY FUNDING 2024-3: DBRS Gives Prov. BB Rating on E Notes
------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes (collectively, the Notes) to be issued
by NewDay Funding Master Issuer plc (the Issuer):
-- Series 2024-3, Class A Notes at (P) AAA (sf)
-- Series 2024-3, Class B Notes at (P) AA (sf)
-- Series 2024-3, Class C Notes at (P) A (sf)
-- Series 2024-3, Class D Notes at (P) BBB (sf)
-- Series 2024-3, Class E Notes at (P) BB (sf)
-- Series 2024-3, Class F Notes at (P) B (high) (sf)
The credit ratings of the Notes address the timely payment of
scheduled interest and the ultimate repayment of principal by the
legal final maturity date.
The transaction is a securitization of near-prime credit cards
granted to individuals domiciled in the UK by NewDay Ltd. (NewDay)
and are issued out of the Issuer as part of the NewDay
Funding-related master issuance structure under the same
requirements regarding servicing, amortization events, priority of
distributions, and eligible investments. NewDay Cards Ltd. (NewDay
Cards) is the initial servicer with Lenvi Servicing Limited in
place as the backup servicer for the transaction.
CREDIT RATING RATIONALE
The credit ratings of the Notes are based on the following
analytical considerations:
-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued.
-- The credit quality of NewDay's portfolio, the characteristics
of the collateral, its historical performance and Morningstar DBRS
expectation of charge-offs, monthly principal payment rates
(MPPRs), and yield rates under various stress scenarios.
-- Morningstar DBRS operational risk review of NewDay and NewDay
Cards' capabilities regarding origination, underwriting, servicing,
position in the market and financial strength.
-- The transaction parties' financial strength regarding their
respective roles.
-- The expected consistency of the transaction's structure with
Morningstar DBRS' methodology "Legal Criteria for European
Structured Finance Transactions".
-- Morningstar DBRS long-term sovereign credit rating on United
Kingdom of Great Britain and Northern Ireland, currently at AA with
a Stable trend.
TRANSACTION STRUCTURE
The transaction includes a scheduled revolving period. During this
period, additional receivables may be purchased and transferred to
the securitized pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer termination. On
the other hand, the servicer may extend the scheduled revolving
period by up to 12 months. If the Notes are not fully redeemed at
the end of the scheduled revolving period, the transaction will
enter into a rapid amortization.
The transaction also includes a series-specific liquidity reserve
to cover shortfalls in senior expenses, senior swap payments (if
applicable) and interest on the Class A, Class B, Class C and Class
D Notes (collectively, Senior Classes) and would amortize to the
target amount of []% of Senior Classes' outstanding balance,
subject to a floor of GBP 250,000.
As the Notes are denominated in GBP with floating-rate coupons
based on the daily compounded Sterling Overnight Index Average
(Sonia), there is an interest rate mismatch between the fixed-rate
collateral and the Sonia-based coupon rates. The potential risk is
to a certain degree mitigated by excess spread and NewDay's ability
to increase the credit card annual percentage rates.
COUNTERPARTIES
HSBC Bank plc is the account bank for the transaction. Based on
Morningstar DBRS private credit rating on HSBC Bank and the
downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the credit ratings
assigned.
PORTFOLIO ASSUMPTIONS
The most recent total payment rate including the interest
collections of the eligible portfolio was 14.1% based on the
September 2024 investor report and continued to remain above
historical levels. While the recent levels do not appear to be
susceptible to the current inflationary pressures and interest
rates, Morningstar DBRS elected to maintain the expected MPPR at 8%
after removing the interest collections.
The most recent total portfolio yield of the eligible portfolio
from the September 2024 investor report was 33.3%, up from the
record low of 26% in May 2020 as a result of the consistent
repricing of credit card rates by NewDay following the Bank of
England base rate increases since mid-2022. After consideration of
the observed trends and the removal of spend-related fees,
Morningstar DBRS also maintained the expected yield at 27%.
Furthermore, the September 2024 annualized charge-off rate of the
eligible portfolio was 13.7% after reaching a record high of 17.6%
in April 2020. Based on the analysis of historical charge-off
rates, delinquencies and consideration of the current inflationary
environment, Morningstar DBRS also maintained the expected
charge-off rate at 18%.
Notes: All figures are in Pound Sterling unless otherwise noted.
=========
I T A L Y
=========
BUBBLES BIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Italian home and personal care value retailer Bubbles Bidco
S.p.A., and a 'B' issue rating, with a '3' recovery rating to the
group's EUR850 million senior secured notes due 2031. The '3'
recovery rating on the notes indicates its expectation of
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of payment default.
The stable outlook reflects S&P's expectation that Bubbles will
smoothly execute its store expansion plan, supporting 6%-10%
revenue growth over 2024-2025, and keep an S&P Global
Rating-adjusted EBITDA margin at 17%-18% over the same period. This
should enable the group to sustain leverage at about 5.4x in 2024
before deleveraging to 5.0x in 2025, while maintaining free
operating cash flow after leases at EUR20 million-EUR30 million per
year in 2024-2025.
The final issuer credit and issue ratings on the notes are in line
with the preliminary ratings S&P assigned Sept. 16, 2024. The final
amount of the issued senior secured notes is in line with the
EUR850 million originally proposed. The margin on the EUR400
million fixed rates notes is 6.50% and on the EUR450 million
floating rate notes is Euribor plus 4.25%. There are no material
changes to the final debt documentation since S&P's original
review, or to its forecasts.
The 'B' rating follows Bubbles' issuance of EUR850 million of notes
to finance the leverage buyout by private equity firm TDR Capital.
As announced in May 2024, TDR Capital intends to acquire Bubbles
from the founders, the Barbarossa family, and private equity firm
H.I.G. for a total consideration of about EUR1.7 billion, resulting
in a 60% stake in the HPC value retailer and leaving the Barbarossa
family and HIG each with about 20%. The capital structure comprises
EUR850 million of senior secured notes. S&P said, "It will also
include a EUR130 million super senior RCF to support the group's
liquidity, and we assume it will not be drawn over the forecast
horizon. We project S&P Global Ratings-adjusted leverage of 5.4x in
2024, followed by a decrease toward 5.0x in 2025, from 4.0x in
2023. In line with our methodology, our adjusted debt metric
includes our estimate of about EUR320 million of lease liabilities
in 2024, while we add back to the EBITDA roughly EUR75 million of
rent expenses for the same year. Due to the private equity
ownership, we do not deduct the cash from our debt calculation."
S&P said, "We think potential operational and reputational risks
stemming from Bubbles' lack of full ownership of the Acqua & Sapone
brand are effectively managed through a set of strict key
processes. In addition, Bubbles has a free license to use the
brand for an indefinite period. The Acqua & Sapone brand was
initially created by a consortium of families split across Italian
regions and not all of these groups operate under the Bubbles
structure. Bubbles steadily consolidated most of the founding
families under the same organization, which accounted for 722
points of sales at December 2023. This represents roughly 75% of
the total Italian stores operating under the Acqua & Sapone banner
and for more than 80% of the consortium sales. Although Bubbles
does not have the rights to operate through the Acqua & Sapone
brand in some regions such as Tuscany, Umbria and Sicily, it can
operate through other banners such as La Saponeria, which accounts
for a minimal share of the group's stores and sales. Those regions
are served by other consortium members (outside Bubbles' scope). In
that regard, we think reputational issues involving a store outside
of Bubbles' network could theoretically jeopardize the group's
operations and its financial performance. However, we think the
consortium's set of processes--such as digital and marketing
activities as well as a code of conduct, among others--help avoid
such reputational damage.
"Our analysis balances Bubbles' good product diversity with its
geographic concentration in Italy. At year-end 2023, the group
generated about EUR1.17 billion of sales split between personal
care, home care, cosmetics, and other products. We think that the
broad product offering in Acqua & Sapone stores enables the group
to catch a diversified customer base, leading to increased traffic
and an average check-out basket worth EUR17. The group is present
only in Italy, but it has a leading position in almost every region
it operates in thanks to its affordable product offering, which has
supported the group's performance during adverse macroeconomic
conditions, as was the case during the recent spike in inflation.
Furthermore, the group's intentions to expand in Spain would be, in
our view, a first step toward improving its geographic diversity.
The gradual opening of pilot stores in key Spanish locations points
to the group's conservative approach to its international
expansion, thereby reducing execution risk, in our opinion. In our
base case, by end-2026, Bubbles will generate in Spain only limited
sales of less than 1.5% of its total by end-2026.
"We think that the HPC market is highly competitive but less
discretionary than other retail categories. Despite being niche
and small in size (EUR16.9 billion in 2023 by retail value prices
according to Euromonitor), the Italian HPC market has positive
dynamics and is expected to grow at a compound annual growth rate
of 2.5% over 2023-2029. This highlights the market's historical
resilience and consistent growth even against economic headwinds
like the 2008 global financial crisis or the COVID-19 pandemic.
This is because the category comprises non-discretionary product
categories that customers are less likely to reduce. We think this
gives Bubbles a clear advantage as consumer preferences have
shifted toward discounted products due to increased price
sensitivity in the recent years when inflation has reduced
households pricing power. The Italian market is highly competitive,
encompassing many local players, grocery stores, discount
retailers, international brands like Action and online platforms
such as AliExpress, Temu, or Amazon. In 2009, Gottardo, one of
Acqua & Sapone's consortium members, launched the trademark
Tigotà, which became one of Bubbles' closest competitors.
Nonetheless, we understand that Bubbles has identified whitespace
opportunities of about 1,500 locations. Still, whitespaces could be
acquired by medium- and large-sized chains and potentially
challenge Bubbles' expansion plan. In addition, we flag the
potential concentration risk arising from such a fragmented
market.
"We expect Bubbles to achieve above-average profitability in the
range of 17%-18% in 2024-2025 supported by a solid 25% market share
and established suppliers relationship. Bubbles enjoys a strong
brand image, considering Acqua & Sapone's almost 30-year history.
The company leverages its wide product assortment balanced between
home and personal care as well as cosmetic products, giving way to
a more diversified consumer base. Moreover, as a value retailer, we
notice the group has superior price competitiveness, supported by
longstanding relationships with blue-chip suppliers, creating
better procurement conditions based on a three-tier model on a
regional, national, and international level. This brings Bubbles a
cost advantage and higher promotional activity than traditional
stores. In addition, Bubbles benefits from early access to
innovative products from suppliers, supporting traffic in stores
and resulting in consumers being loyalty to the Acqua & Sapone
brand. We typically see a mixed portfolio of branded and private
label brands as key to support profitability, but Bubbles has
managed to post above-average margins despite its very limited
offering of owned brands. Bubbles boasts robust sales density and
quick ramp-up of new stores. The highest sales density generated by
Bubbles is led by central Italy, where the best-in class Acqua &
Sapone stores are located. These stores are part of the Barbarossa
family's legacy, and we understand the company will align some best
practices to its entire portfolio such as better purchasing
conditions and an improved product mix toward high selling
products. As a result, we expect Bubbles will achieve S&P Global
Ratings-adjusted EBITDA margins of 17.4% in 2024 and 17.6% in 2025,
versus 16.7% in 2023.
"The implementation of integrated enterprise resource planning
(ERP) and data science initiatives should enable the group to post
a more balanced profitability level across its store network. In
2024, we understand the group has invested in customer relationship
management CRM (systems) and IT initiatives to collect data on
customer preferences across its extensive consumer base, which will
enable tailored marketing initiatives and promotions. This should
improve product assortment, reducing the shelf space of overstocked
lines. We think this will ultimately enable the company to increase
sales per stores and profitability across the store network. In
fact, we see stores in some regions that are below the group's
average profitability, which we believe is primarily because of
more competition and lack of differentiated price strategy. We see
limited execution risk as investments have been largely completed
at this stage. However, we note that some risks exist as the group
would need to test the ability to successfully manage new
implemented pricing dynamics mechanisms across regions.
"We expect Bubbles' 6.0%-10.0% growth over 2024-2025 to be driven
by store openings in Italy and the gradual entry into Spain. We
anticipate the company will open 45-50 stores per year in Italy
over the next two years given the substantial whitespace on the
Italian market. At the same time, Bubbles is testing the Acqua &
Sapone model in the Spanish market, where its plans to open a few
pilot stores in 2024. This gradual expansion encompasses limited
execution risk, and we expect that revenue stream to contribute
less than 1.0% of total revenue in the next two years. As inflation
moderates, we assume only limited like-for-like growth of about
3.0%, driven by initiatives such as CRM, a new loyalty program, and
other data sciences projects. Overall, we expect revenue to reach
EUR1.25 billion in 2024 and EUR1.36 billion in 2025, from EUR1.17
billion in 2023.
"Our 'B' rating balances the group's highly leverage capital
structure with our expectation of FOCF after leases of EUR20
million-EUR30 million per year over 2024-2025. The group's solid
growth strategy has not materially increased capital expenditure
(capex), which remains at a limited 2.5%-3.5% of anticipated annual
revenue and mainly represent investments to open new stores. In
addition, we understand growth capex is discretionary, as the group
could delay or stop this spending, if necessary. FOCF after leases
is also supported by the limited working capital swings given the
low seasonality of the business. This, coupled with an increasing
S&P Global Ratings-adjusted EBITDA, will drive FOCF after leases to
about EUR20 million in 2024 then further up to EUR30 million in
2025. The cash flow generation and adjusted leverage of 5.0x-5.5x
over 2024-2025 are commensurate with our 'B' rating.
"The stable outlook reflects that sound revenue growth, fueled by
store expansion, and an above-average S&P Global Ratings-adjusted
EBITDA margin of 17.0%-18.0% should push adjusted leverage closer
to 5.0x by 2025 from 5.4x in 2024; and that annual FOCF after lease
payments will stand at EUR20 million-EUR30 million in 2024-2025
despite capex increasing with store openings."
Downside scenario
S&P could lower the rating over the next 12 months if Bubbles
underperforms its base-case scenario and its operating performance
deteriorates leading to adjusted leverage of above 6.5x, negative
FOCF after leases, or a weaker liquidity position.
This could happen if:
-- Increased competition erodes Acqua & Sapone's market position;
or
-- The expansion plan, including the implementation of data
science initiatives, is less successful than anticipated; or
-- Relationships with suppliers deteriorate, leading to loss of
pricing advantage
A more aggressive financial policy gives way to debt-funded
acquisitions or dividend distributions.
Upside scenario
A positive rating action would be contingent on stronger credit
metrics, including adjusted debt to EBITDA consistently below 5x
and improved FOCF after leases. This could be driven, for example,
by a stronger-than-anticipated store expansion and the
international roll-out of the Acqua & Sapone brand yielding a
higher EBITDA base. In this case, an upgrade would hinge on a clear
commitment from the equity sponsor to keep leverage below 5x.
S&P said, "We consider environmental issues to be a neutral
consideration in our credit rating analysis of Bubble. We consider
the HPC and cosmetic industries to be somewhat subject to
environmental concerns, notably those related to water supply,
waste management, and product health and safety. As a retailer the
group needs to adapt its product offering to respond to changing
consumer preferences in the medium term for organic and ethically
sourced products and environmentally friendly packaging.
"Governance factors are a moderately negative consideration, as is
the case for most rated entities owned by private-equity sponsors.
We think Bubbles' highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and focus on maximizing shareholder returns."
=====================
N E T H E R L A N D S
=====================
NOURYUN HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Nouryon Holding B.V.'s Long-Term Issuer
Default Rating (IDR) at 'B+' with Stable Outlook. Fitch has also
affirmed Nouryon Finance B.V.'s senior secured rating at 'BB-' and
assigned Nouryon Limited (Nouryon) a Long-Term IDR of 'B+' with
Stable Outlook.
The Stable Outlook reflects its expectation that leverage metrics
will remain within their rating sensitivities in the near term.
High leverage remains the key rating constraint for Nouryon.
Nouryon's rating continues to benefit from the company's
diversified specialty chemical focus, stable margins and resilient
cash flows. Fitch also views Nouryon's continued portfolio
refinement and investments within its existing business segments as
supportive of the business profile.
Key Rating Drivers
Resilient Cash Flows: In 2023, Nouryon saw its revenue and EBITDA
fall 10% and 21%, respectively, but managed to maintain a robust
Fitch-adjusted EBITDA margin of 18.3%, slightly down from 20.7% in
2022. This performance outpaced peers', due to Nouryon's specialty
focus, product differentiation, and diversified business model,
which supported its resilient profit margins and cash flows. By
concentrating on non-industrial markets that are less susceptible
to economic cycles, Nouryon has been able to withstand market
fluctuations better than its competitors.
Debt Repricing: In 2024, Nouryon repriced its term loan B (TLB)
twice, reducing the interest rate for its euro-denominated loan to
3.5% from 4.25% and for its US dollar-denominated loan to a
potential 3.25% from 4% plus 0.1% of credit adjustment spread once
the latest repricing is completed. The lower interest expenses will
enhance its financial profile.
Normalisation of Capex: Nouryon completed several capex projects in
2022 and 2023, including a 50% capacity expansion at the US Green
Bay, Wisconsin plant and the integration of a bleaching agents
facility in Ribas do Rio Pardo, Brazil. Following these
completions, Nouryon's capex should normalise to around USD230
million annually from USD350 million-USD400 million previously.
Leverage Reduction: Fitch believes The Carlyle Group, the owner of
Nouryon, may be considering to launch an IPO of the company. Fitch
understands from management that Nouryon may reduce leverage
following the planned IPO. Reduction of EBITDA leverage to below
4.7x may be positive for the rating.
Soft Environment: European chemical demand is recovering modestly
from the very depressed levels of 2023. High interest rates
continue to dampen demand from the construction sector, while most
value chains are grappling with global overcapacities, and
downstream customers are refraining from restocking. A gradual
improvement in market conditions is reflected in its forecasts for
Nouryon.
Quarterly Improvement in EBITDA: In 1H24, Nouryon's EBITDA improved
quarter on quarter, reflecting its focus on cost management and
volume recovery. Volumes rose 5% in 1H24 and EBITDA gained 6% year
on year. Fitch understands from management that trading conditions
continued to improve in 3Q24, but at a slower pace than in the
second quarter. Fitch continues to project higher cash flows in
2025 but are cautious that the pace of demand and price recovery
for European chemical companies may be slow in the coming
quarters.
Barriers to Entry: Fitch sees significant barriers to entry to
Nouryon's leading positions in niche markets, as the company
specialises in products that are either with differentiated or
bespoke properties, or which are key in the manufacturing process
of a final product.
Nouryon Limited's IDR: Nouryon is planning a reorganisation aimed
at simplifying its group structure ahead of the planned IPO. Since
2Q24, financial reporting has shifted to Nouryon Limited from
Nouryon Holding B.V.. Currently, Nouryon Holding guarantees loans
at Nouryon Finance, but post-reorganisation, Nouryon Limited will
assume these guarantees. Fitch aligns the ratings of Nouryon
Holding and Nouryon Limited based on its Parent and Subsidiary
Linkage Rating Criteria.
Derivation Summary
Nouryon's closest peers are Italmatch Chemicals S.p.A. (B/Stable),
Root Bidco S.a.r.l. (B/Negative), Envalior Finance GmbH
(B/Negative), and Nobian Holdings 2 B.V. (B/Stable).
Nouryon is significantly larger, more diversified, has higher
profit margins, and experiences less cash flow volatility than
Italmatch Chemicals S.p.A., which supports a higher debt capacity
for Nouryon. Root Bidco S.a.r.l. shares a similar specialty focus
and benefits from dynamic market growth but is smaller, less
diversified, and has higher leverage than Nouryon.
Compared with Envalior Finance GmbH, Nouryon is larger, more
diversified, and generates more stable cash flows due to its
exposure to more resilient sectors. Fitch also expects Nouryon's
leverage to be lower. Similar to Nouryon, Nobian Holdings 2 B.V.
has high margins and strong pricing power. However, Nobian is
smaller, less geographically diversified, and more exposed to
fluctuations in energy and commodity prices.
Key Assumptions
- Revenue to increase 1.4% in 2024 and at low single-digits in
2025-2027
- EBITDA margin of 20.9% in 2025-2027
- Annual capex on average at 4.4% of sales in 2024-2027
- M&As of USD100 million per year in 2025-2027
- No dividends in 2024, followed by USD100 million per year in
2025-2027
Recovery Analysis
The recovery analysis assumes that Nouryon would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases its
enterprise valuation (EV).
The GC EBITDA of USD800 million reflects changes in regulation or
substantial external pressures, such as a severe global downturn
that particularly hits Nouryon's main end-markets, resulting in
heavily reduced demand for Nouryon's products, but also considers
corrective measures taken to offset adverse conditions.
Fitch uses a multiple of 5.5x to calculate a GC EV for Nouryon
because of its leadership position, resilient exposure to
non-cyclical end-markets, solid profitability and high barriers to
entry due to substantial R&D requirements for product development.
Fitch assumes the company's revolving credit facility (RCF) to be
fully drawn and to rank equally with its TLB, and that its
securitisation facility would be replaced by an equivalent
super-senior facility.
After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation (WGRC) for
the senior secured instrument in the 'RR3' band, indicating a 'BB-'
instrument rating. The WGRC output percentage on current metrics
and assumptions was 57% for the senior secured debt.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA gross leverage below 4.7x on a sustained basis
- EBITDA interest coverage above 3.5x on a sustained basis
- EBITDA margin sustained above 23% and free cash flow (FCF)
margins above 5% through synergies and cost savings
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA gross leverage above 6.5x on a sustained basis
- EBITDA interest coverage below 2.0x on a sustained basis
- Weakening EBITDA and FCF margins, for example, as a result of a
loss of market share or adverse regulatory changes
Liquidity and Debt Structure
Comfortable Liquidity: As of end-June 2024, Nouryon's cash balance
amounted to USD166 million. Nouryon also has USD632 million
available under its USD783 million RCF. The company has no
significant maturities until 2028 and its current available
liquidity sufficiently covers its short-term debt of USD327
million.
Summary of Financial Adjustments
For 2023:
Fitch treats USD51 million right-of-use asset depreciation and
USD11 million lease-related interest expense as cash operating
expenses.
Fitch adds back USD40 million deferred financing costs to the
financial debt.
Fitch adds back USD51 million non-recurring and non-cash items to
EBITDA.
Public Ratings with Credit Linkage to other ratings
The IDR of Nouryon Limited is equalized with Nouryon Holding B.V.
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
----------- ------ -------- -----
Nouryon Finance B.V.
senior secured LT BB- Affirmed RR3 BB-
Nouryon Holding B.V. LT IDR B+ Affirmed B+
Nouryon Limited LT IDR B+ New Rating
===============
P O R T U G A L
===============
TAGUS: DBRS Finalizes B Rating on Class E Notes
-----------------------------------------------
DBRS Ratings GmbH finalized the provisional credit ratings on the
Class A, Class B, Class C, Class D, Class E and Class X Notes
(collectively, the Rated Notes) issued by Tagus - Sociedade de
Titularizacao de Creditos, S.A. (Vasco Finance No. 2) (the Issuer)
as follows:
-- Class A Notes at AA (high) (sf)
-- Class B Notes at A (sf)
-- Class C Notes at BBB (sf)
-- Class D Notes at BB (sf)
-- Class E Notes at B (sf)
-- Class X Notes at A (high) (sf)
Morningstar DBRS did not assign a credit rating to the Class F
Notes or Class G Note (collectively with the Rated Notes, the
Notes) also issued in this transaction.
The credit ratings of the Class A, Class B and Class C Notes
address the timely payment of scheduled interest and the ultimate
repayment of principal by the legal final maturity date. The credit
ratings of the Class D, Class E and Class X Notes address the
ultimate payment of scheduled interest and principal by the legal
final maturity date.
The transaction is a securitization of credit card receivables
granted to individuals under credit card agreements originated and
serviced by WiZink Bank, S.A.U. Portuguese branch (WiZink
Portugal). WiZink Portugal is the rebranding of the acquired
BarclayCard operation in Portugal. The Issuer is the third credit
card securitization program established by WiZink Portugal in
addition to the existing Tagus - Sociedade de Titularizacao de
Creditos, S.A. (Victoria Finance No. 1) (Victoria Finance)
established in July 2020 and Tagus - Sociedade de Titularizacao de
Creditos, S.A. (Vasco Finance No. 1) (Vasco 1) established in
September 2023. Morningstar DBRS notes that each of the Issuer,
Victoria Finance and Vasco 1 has a segregated subset of receivables
randomly selected from the entire credit card portfolio managed by
WiZink Portugal and therefore expects the collateral performance of
the Issuer to be similar to that of Victoria Finance or Vasco 1.
CREDIT RATING RATIONALE
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement to withstand stressed
cash flow assumptions and repay the Issuer's financial obligations
according to the terms under which the Rated Notes are issued
-- The credit quality and characteristics of WiZink Portugal's
portfolio, its historical performance, and Morningstar DBRS'
expectation of monthly principal payment rates (MPPRs), yields, and
charge-off rates under various stress scenarios
-- The capabilities of WiZink Portugal with respect to
originations, underwriting, servicing, and its position in the
market and financial strength
-- The transaction parties' financial strength regarding their
respective roles
-- Morningstar DBRS' long-term sovereign credit rating on the
Republic of Portugal, currently at "A" with a Positive trend
-- The consistency of the transaction's structure with Morningstar
DBRS methodologies of "Legal Criteria for European Structured
Finance Transactions" and "Derivative Criteria for European
Structured Finance Transactions"
TRANSACTION STRUCTURE
The Issuer has separate waterfalls for interest and principal
payments and includes a scheduled 12-month revolving period. During
this period, additional receivables may be purchased by the Issuer
provided that the eligibility criteria set out in the transaction
documents are satisfied and existing receivables may be repurchased
by WiZink Portugal to reset the Issuer's collateral equal to the
balance at the transaction closing. The revolving period may end
earlier than scheduled if certain events occur, such as the breach
of performance triggers or a servicer termination.
After the scheduled revolving period end date, the Class A, Class
B, Class C, Class D, Class E, Class F Notes and Class G Note will
enter into a pro rata amortization until the breach of a sequential
amortization trigger or an event of default after which point the
redemption will be sequential and non-reversible.
On the other hand, the Class X Notes are redeemed in the
transaction's interest waterfalls immediately after the transaction
closing and are expected to be fully repaid within four months
post-closing before the amortization of other classes of Notes if
no early termination event occurs.
The transaction includes a cash reserve to cover the shortfalls in
senior expenses, servicing fees, senior swap payments, interest
payments on the Class A and, if not deferred, Class B and Class C
Notes. The reserve target amount is 1.9% of the outstanding Class
A, Class B and Class C Notes principal amounts and would amortize
down to a floor equal to 0.5% of the initial Class A, Class B and
Class C Notes principal amounts.
The interest rate risk for the transaction is considered limited as
an interest rate swap is in place to reduce the mismatch between
the fixed-rate collateral and the floating-rate Notes (excluding
the Class X Notes).
COUNTERPARTIES
Deutsche Bank AG is the account bank for the Issuer. Based on
Morningstar DBRS Long-Term Issuer Rating of "A" on Deutsche Bank AG
and the downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the assigned credit
ratings.
BNP Paribas is the swap counterparty for the Issuer. Morningstar
DBRS has a Long-Term Issuer Rating of AA (low) on BNP Paribas,
which meets Morningstar DBRS criteria to act in such capacity. The
transaction documents also contain downgrade provisions largely
consistent with Morningstar DBRS criteria.
PORTFOLIO ASSUMPTIONS
As the collateral performance of the Issuer is expected to be
similar to Vasco 1 and Victoria Finance, Morningstar DBRS reviewed
the performance of Vasco 1 and Victoria Finance to establish the
asset assumptions. As of the August 2024 payment date, the investor
reports of Vasco 1 and Victoria Finance indicated MPPRs of 8.1% and
6.2%, yields of 15.4% and 13.1% and annualized charge-off rates of
4.9% and 2.4%, respectively. Based on the trends of historical
performance, Morningstar DBRS set the expected MPPR, yield and
charge-off rate of the Issuer at 5.75%, 15% and 8%, respectively,
same as Victoria Finance and Vasco 1. Morningstar DBRS further
notes that the Issuer's charge-off rates are not expected to
normalize before the scheduled pro rata redemption of the Notes
(excluding the Class X Notes) due to a relatively short 12-month
revolving period as the receivables at closing may not be over 30
days in arrears.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
Interest Amounts and the initial Principal Amount Outstanding.
Notes: All figures are in euros unless otherwise noted.
TRANSPORTES AEREOS: S&P Rates EUR350MM Unsec. Notes Due 2029 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Portuguese airline Transportes Aereos
Portugueses S.A.'s (TAP's; BB-/Stable/--) proposed EUR350 million
senior unsecured notes due 2029. The '3' recovery rating indicates
its expectation for meaningful recovery (50%-70%; rounded estimate:
65%) in the event of a default.
S&P said, "We understand the company intends to use proceeds
primarily to repay the existing debt. We consider the transaction
neutral to our ratings on TAP. Our expectation for adjusted
funds-from-operations to debt of 15%-20% in the next 12 months has
not changed.
"We expect the company to generate S&P Global Ratings-adjusted
EBITDA of EUR830 million-EUR860 million this year -- flat or
slightly better compared with 2023's EUR832 million. TAP reported
resilient first-half 2024 results, reaching reported EBITDA of
EUR345 million (similar to last year's level) and including a
slight increase in average yield (passenger revenue divided by
revenue passenger kilometers [RPK]) as well as flat unit costs year
on year. We assume that robust passenger air travel demand will
continue in the second half of 2024, as seen with favorable forward
bookings in line with 2023, supported by healthy trading on all
TAP's major long-haul routes such as Brazil, North America, and
Portuguese-speaking Africa; and Portugal's position as a popular
leisure travel destination. Although we anticipate moderate
downward pressure on air passenger fares in the second half,
average yield in 2024 will remain well above its 2019 pre-pandemic
level."
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P's issue rating on TAP's proposed EUR350 million senior
unsecured notes due in 2029 is 'BB-'. The '3' recovery rating
indicates its expectation that lenders would receive meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a
default. As per S&P's criteria, it caps the recovery rating at '3'
given the debt's unsecured nature.
-- S&P values the company on a discrete-asset basis as a going
concern, using current asset book values as reported.
-- S&P valuations reflect various assets at default, adjusted for
expected realization and dilution rates in a distressed scenario.
-- S&P assumes a hypothetical default scenario in 2028, brought on
by a generally adverse geopolitical and business landscape, leading
to a severe airline industry downturn in Europe and the Americas.
In turn, this depresses air traffic and makes it difficult for the
airline to take on new plane deliveries, realize fleet
efficiencies, and pass on inflated input costs.
Simulated default assumptions
-- Year of default: 2028
-- Jurisdiction: Portugal
Simplified waterfall
-- Gross enterprise value: EUR1.07 billion.
-- Net enterprise value (after 5% administrative expense): EUR1.01
billion
-- First-lien debt: EUR176 million
-- Total value available to senior unsecured claims: EUR836
million
-- Total unsecured claims: About EUR541 million
--Recovery expectations: 50%-70% (rounded estimate: 65%).
All debt amounts include six months of prepetition interest.
Unsecured claims include estimated lease-rejection-related claims.
=========
S P A I N
=========
CAIXABANK RMBS 3: DBRS Confirms CC Rating on Series B Notes
-----------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the Series A and
Series B Notes (together, the rated notes) issued by Caixabank RMBS
3, FT (the Issuer), as follows:
-- Series A Notes at AA (sf)
-- Series B Notes at CC (sf)
The credit rating on the Series A Notes addresses the timely
payment of interest and the ultimate repayment of principal on or
before the legal final maturity date in September 2062. The credit
rating on the Series B Notes addresses the ultimate payment of
interest and principal on or before the legal final maturity date.
The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2024 payment date;
-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating
levels.
The transaction is a securitization of Spanish residential mortgage
loans and drawdowns of mortgage lines of credit secured over
residential properties located in Spain and originated and serviced
by CaixaBank, S.A. (CaixaBank). The Issuer used the proceeds of the
Series A and Series B Notes to fund the purchase of the mortgage
portfolio. In addition, CaixaBank provided separate additional
subordinated loans to fund both the initial expenses and the
reserve fund.
PORTFOLIO PERFORMANCE
As of the September 2024 payment date, loans that were one to two
months and two to three months delinquent represented 0.13% and
0.00% of the portfolio balance, respectively, while loans more than
three months delinquent represented 3.50% of the portfolio balance.
Gross cumulative defaults increased to 1.52% of the original
collateral balance, of which 53.5% has been recovered so far.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis on the remaining
pool of receivables and updated its base case PD and LGD
assumptions to 3.5% and 23.8%, respectively.
CREDIT ENHANCEMENT
The subordination of the Series B Notes and the reserve fund
provides credit enhancement to the Series A Notes. As of the
September 2024 payment date, credit enhancement to the Series A
Notes was 25.2%, up from 22.5% at the last annual review.
The transaction benefits from a reserve fund, which was initially
funded to EUR 114.8 million at closing. The reserve provides
liquidity support and credit support to the Series A Notes. The
reserve fund started amortizing two years after closing. The
reserve fund is currently at its target level of EUR 50.1 million.
Following the full repayment of the Series A Notes, the transaction
reserve fund will also provide liquidity and credit support to the
Series B Notes.
CaixaBank acts as the account bank for the transaction. Based on
the account bank reference rating of A (high) on CaixaBank, which
is one notch below the Morningstar DBRS Long Term Critical
Obligations Rating of AA (low), the downgrade provisions outlined
in the transaction documents, and other mitigating factors inherent
in the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit rating assigned to the notes, as described in
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
CAJAMAR PYME 4: DBRS Hikes Series B Notes to CCC(high)
------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
notes issued by IM BCC Cajamar PYME 4 FT (CJP4):
-- Series A Notes confirmed at AAA (sf)
-- Series B Notes upgraded to CCC (high) (sf)
from CCC (low) (sf)
The credit rating on the Series A Notes addresses the timely
payment of interest and the ultimate repayment of principal on or
before the legal final maturity date in July 2064. The credit
rating on the Series B Notes addresses the ultimate payment of
interest and principal on or before the legal final maturity date.
The credit rating actions follow an annual review of the
transaction and are also based on the following analytical
considerations:
-- The portfolio performance, in terms of the level of
delinquencies and defaults, as of the September 2024 payment date;
-- The one-year base case probability of default (PD) and default
and recovery rates on the outstanding receivables; and
-- The current available credit enhancement to the notes to cover
the expected losses at their respective credit rating levels;
The transaction is a cash flow securitization collateralized by a
portfolio of secured and unsecured loans originated and serviced by
Cajamar Caja Rural S.C.C. (Cajamar) to small and medium-size
enterprises (SME) and self-employed individuals based in Spain. The
transaction closed in March 2022.
PORTFOLIO PERFORMANCE
The portfolio is performing within Morningstar DBRS's expectations.
As of the September 2024 payment date, the 90+ day delinquency
ratio represented 0.8% of the current balance. The cumulative
default ratio stood at 1.7%.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its default rate and recovery
assumptions on the outstanding portfolio to 39.9% and 28.5%,
respectively, at the AAA (sf) credit rating level, and to 12.1% and
40.4%, respectively, at the CCC (high) (sf) credit rating level.
Morningstar DBRS updated its one-year base case PD to 3.4%, based
on the updated portfolio composition of the transaction.
CREDIT ENHANCEMENT
The credit enhancement available to the notes has increased as the
transaction deleverages. As of the September 2024 payment date, the
credit enhancement available to the Series A Notes and Series B
Notes increased to 53.2% and 6.4%, respectively, compared with
39.1% and 4.7%, respectively, as of the last annual review.
The credit rating upgrade on the Series B Notes is driven by the
increase in the credit enhancement due to the transaction
deleveraging as well as by the shift in portfolio of loans paying
floating interest rate increasing from 43.5% to 74.6% of the
portfolio total.
Credit enhancement is provided by the subordination of the Series B
Notes and a reserve fund, which was funded at closing through a
subordinated loan. The reserve fund is available to cover senior
fees and interest and principal payments on the Series A Notes and,
once the Series A Notes have fully amortized, interest and
principal payments on the Series B Notes. The reserve fund does not
amortize through the life of the transaction and remains at its
target level of EUR 27.0 million.
Interest and principal payments on the Series B Notes are
subordinated to the interest and principal payments on the Series A
Notes.
Banco Santander S.A. (Santander) acts as the account bank for the
transaction. Based on the account bank reference rating of A (high)
on Santander (one notch below its Morningstar DBRS Long Term
Critical Obligations Rating of AA (low)), the downgrade provisions
outlined in the transaction documents, and other mitigating factors
inherent in the transaction structure, Morningstar DBRS considers
the risk arising from the exposure to the account bank to be
consistent with the credit ratings assigned to the notes, as
described in Morningstar DBRS' "Legal Criteria for European
Structured Finance Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
SANTANDER CONSUMER 2023-1: DBRS Confirms BB Rating on E Notes
-------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the notes issued
by Santander Consumer Spain Auto 2023-1 FT (the Issuer) as
follows:
-- Class A Notes at AA (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (sf)
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal by the legal
final maturity date in September 2036. The credit ratings on the
Class B Notes, Class C Notes, Class D Notes, and Class E Notes
address the ultimate payment of interest and the ultimate repayment
of principal by the legal final maturity date.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2024 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;
-- No revolving period termination events have occurred; and
-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.
The transaction is a securitization of Spanish auto loan
receivables originated and serviced by Santander Consumer Finance,
S.A. (SCF). The original portfolio of EUR 600.0 million consisted
of loans granted primarily to private individuals for the purchase
of both new and used vehicles. The transaction closed in October
2023 and includes a 14-month revolving period, scheduled to end in
December 2024 (included).
PORTFOLIO PERFORMANCE
As of the September 2024 payment date, loans that were 0 to 30
days, 30 to 60 days, and 60 to 90 days delinquent represented 1.6%,
0.4%, and 0.3% of the outstanding performing portfolio balance,
respectively. Loans more than 90 days delinquent were 0.5%. Gross
cumulative defaults amounted to 0.9% of the aggregate initial and
subsequent portfolio additions, 5.4% of which has been recovered to
date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions to 8.8% and 36.1%, respectively, based on the actual
portfolio composition given the upcoming end of the revolving
period.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the notes. As of the September 2024 payment
date, credit enhancement to the Class A, Class B, Class C, Class D
and Class E Notes marginally increased to 16.9%, 9.5%, 6.1%, 3.6%,
and 0.2% from 16.7%, 9.2%, 5.9%, 3.3% and 0.0%, respectively, since
closing due to the portfolio being replenished above its original
balance.
The transaction benefits from liquidity support provided by an
amortizing cash reserve, available to cover senior expenses and
interest payments on the rated notes. The reserve has a target
balance equal to 1.75% of the outstanding balance of the Class A to
Class E Notes, subject to a floor of EUR 8.1 million. As of the
September 2024 payment date, the reserve was at its target balance
of EUR 10.5 million.
Société Générale S.A., Sucursal en España (SG) acts as the
account bank for the transaction. Based on Morningstar DBRS'
private credit rating on SG, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the notes, as described in
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology.
Banco Santander SA (Santander) acts as the hedging counterparty in
the transaction. Morningstar DBRS' public Long Term Critical
Obligations Rating of AA (low) on Santander is consistent with the
first rating threshold as described in Morningstar DBRS'
"Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
SANTANDER CONSUMO 7: DBRS Gives Prov. B Rating on E Notes
---------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following notes (the Rated Notes) to be issued by Santander Consumo
7 FT (the Issuer):
-- Class A Notes at (P) AA (low) (sf)
-- Class B Notes at (P) A (high) (sf)
-- Class C Notes at (P) A (sf)
-- Class D Notes at (P) BBB (sf)
-- Class E Notes at (P) B (sf)
Morningstar DBRS does not assign any credit rating to the Class F
Notes (collectively with the Rated Notes, the Notes) also expected
to be issued in the transaction
The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date. The credit ratings of the Class B Notes,
Class C Notes and the Class D Notes address the ultimate payment of
interest (timely when most senior) and the ultimate repayment of
principal by the final maturity date. The credit rating of the
Class E Notes addresses the ultimate payment of interest and the
ultimate repayment of principal by the legal final maturity date.
The transaction is a securitization of a portfolio of fixed-rate,
unsecured, amortizing personal loans granted without a specific
purpose to private individuals domiciled in Spain and serviced by
Banco Santander SA (Santander).
CREDIT RATING RATIONALE
The credit ratings are based on the following analytical
considerations:
-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;
-- The credit quality of the collateral, historical and projected
performance of Santander's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;
-- An operational risk review of Santander's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;
-- The transaction parties' financial strength with regard to
their respective roles;
-- Morningstar DBRS' long-term sovereign credit rating on the
Kingdom of Spain, currently at "A" with a Positive trend;
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" and "Derivative Criteria for European Structured
Finance Transactions"
TRANSACTION STRUCTURE
The transaction is static and allocates payments on a combined
interest and principal priority of payments and benefits from an
amortizing cash reserve equal to 1.3% of the outstanding Rated
Notes balance, subject to a floor of 0.5% of the initial Rated
Notes amount. The cash reserve is part of available funds to cover
shortfalls in senior expenses, senior swap payments as well as
interest on the Class A, Class B, Class C, and Class D Notes and,
if not deferred, the Class E Notes. Interest (and if applicable,
principal) payments of the Notes will be made quarterly.
The repayment of the Rated Notes will be on a pro rata basis until
a subordination event. Upon the occurrence of a subordination
event, the repayment of the Notes will switch to non-reversible
sequential. On the other hand, the unrated Class F Notes will begin
amortizing immediately only after the Rated Notes are fully repaid
with a target amortization equal to 10% of the initial balance on
each payment date.
The Notes pay floating interest rates based on three-month Euribor
whereas the portfolio comprises fixed-rate loans. The interest rate
mismatch risk between the Notes and the portfolio is considered
mitigated by an interest rate swap agreement.
At closing, the weighted-average portfolio yield is expected to be
at least 6.8%.
TRANSACTION COUNTERPARTIES
Santander is the account bank for the transaction. Based on
Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander,
the downgrade provisions outlined in the transaction documents and
other mitigating factors in the transaction structure, Morningstar
DBRS considers the risk arising from the exposure to the account
bank to be consistent with the credit ratings assigned to the Rated
Notes.
Santander is also the swap counterparty for the transaction.
Morningstar DBRS has a Long-Term Issuer Rating of A (high) on
Santander, which meets Morningstar DBRS' criteria with respect to
its role. The transaction also has downgrade provisions largely
consistent with Morningstar DBRS' criteria.
PORTFOLIO ASSUMPTIONS
Morningstar DBRS established a lifetime expected default of 4.5%,
reflecting the historical performance of each loan type, standard
loans and pre-approved loans. Morningstar DBRS also revised the
expected recovery to 15% from 20% applied in the Santander Consumo
6 transaction, after considering the longer data series and
deterioration of the last quarter performance.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.
Notes: All figures are in euros unless otherwise noted.
===========
S W E D E N
===========
QUIMPER AB: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Quimper AB's (Ahlsell) Long-Term Issuer
Default Rating (IDR) at 'B+' with Stable Outlook. Fitch has also
affirmed Ahlsell's senior secured rating at 'BB-' with a Recovery
Rating of 'RR3' and assigned its upcoming senior secured debt an
expected 'BB-(EXP)' rating with 'RR3', following its proposed
amend-and-extend (A&E) of its term loan B (TLB). The assignment of
the final rating is contingent on completing the transaction in
line with the terms already presented.
Under the A&E, Ahlsell's TLB will increase up to about SEK24.6
billion (EUR2.1 billion) from SEK21.2 billion (EUR1.8 billion) with
a maturity extension by four years to 2030. Fitch assumes that over
half of the remaining cash will be distributed to shareholders,
with the rest allocated for accelerated M&A bolt-on activities.
The Stable Outlook reflects its near-term deleveraging expectations
driven by recovering operating profitability. Fitch expects EBITDA
gross leverage to return to below its 5x negative sensitivity over
the next 12-18 months from 5.3x at end-2024, with other metrics in
2024 within their rating sensitivities.
The IDR is constrained by the group's leverage profile, which Fitch
expects will remain commensurate with a 'B+' rating. Rating
strengths are the group's solid business profile with
market-leading positions and strong product, end-market and
customer diversification as well as high operating margins for the
sector and solid free cash flow (FCF) generation.
Key Rating Drivers
Increased Debt, Expected Deleveraging: Fitch expects the proposed
increase in TLB will lead to temporarily higher EBITDA gross
leverage of about 5.3x at end-2024, leaving no rating headroom.
However, Fitch expects deleveraging to below 5x over the next 12-18
months on revenue growth and improving operating margins, due to
recovering construction end-markets in 2025. Fitch forecasts
further deleveraging to below 4.5x at end-2026, supported by strong
EBITDA growth.
Deviation from the expected deleveraging path, for example
shareholder distribution of a more substantial amount of the A&E
proceeds, would result in a negative rating action.
Strong EBITDA Growth: Fitch expects about 10% CAGR of nominal
Fitch-defined EBITDA for 2024-2027 on strong revenue growth and
increasing operating margins. Fitch forecasts mid-to-high
single-digit annual revenue growth in 2025-2027, driven by modest
organic growth and revenue contributions from bolt-on acquisitions.
Fitch forecasts the Fitch-defined EBITDA margin to improve to about
10% in 2025-2027, up from 9.2% in 2024, on a gradual recovery in
construction end-markets. This follows declining activity levels
across most construction end-markets, especially new-build
residential.
Solid Cash Flow Generation: Fitch expects low-to-mid single-digit
annual FCF margins in 2024-2027, despite high capex in 2024-2025
and an increased interest-rate burden. Fitch assumes total
cumulative capex of about SEK2.3 billion in 2024-2025, due mainly
to new warehouse investments to support future growth. Ahlsell has
a good record of converting EBITDA into cash flow due to the
asset-light nature of the business and its focus on working-capital
management. Its continued delivery of strong cash flow has further
allowed it to fund acquisitions with internally generated excess
cash.
Weak but Improving Interest Coverage: Fitch expects a temporary
decrease in EBITDA interest coverage to below 3x in 2025 from 3.5x
in 2024 due mainly to additional net costs related to interest-rate
hedging. Fitch forecasts EBITDA interest coverage to improve to
3.6x in 2026 and 4.0x in 2027 on a combination of reduced net
hedging costs, moderating interest rates and projected strong
EBITDA growth.
Strong Business Profile: Fitch views Ahlsell's business profile as
solid, supported by its position as the leading Nordic distributor
of installation products, tools and supplies to professional
customers as well as its market-leading position in Sweden. Its
products, customers and suppliers are well-diversified, albeit with
significant geographic concentration to Sweden. Its products are
available through branches, online and unmanned solution channels.
Fitch views Ahlsell's efficient logistics system with short
delivery lead-times in the Nordic region as a competitive
advantage.
End-Market Diversification: Ahlsell is exposed to cyclical
end-markets including construction, industrial and infrastructure
companies. This is partly mitigated by its limited exposure (about
10% of revenue) to new residential construction, high exposure to
the more resilient renovation, industrial and infrastructure
end-markets (about 75% of revenue), the group's increasing scale,
and its broad product offering. Fitch expects performance to be
supported by resilient demand in the Nordic distribution market,
driven by larger infrastructure and water and sewage projects in
the medium-to-long term.
Accelerated M&A Activity: Fitch expects strong acquisition
activity, driven by Ahlsell's sound liquidity, proceeds from the
proposed A&E and forecast strong FCF generation. Fitch expects the
group to spend around SEK2.0 billion on bolt-on acquisitions in
2025 and SEK1.0 billion annually in 2026-2027, up from the SEK600
million annually in 2025-2027 assumed previously. Execution risk is
mitigated by the group's successful integration record and prudent
policy to acquire companies with a clear strategic fit.
Nevertheless, the M&A pipeline, deal considerations and post-merger
integration remain important rating drivers.
Derivation Summary
Ahlsell has a solid business profile, with market-leading positions
and strong products and customer diversification, albeit with
geographical concentration to Sweden. It compares well with
building materials distributor Winterfell Financing S.a.r.l. (Stark
Group; B/Stable), which, however, has a broader geographical reach
in the Nordics, Germany and the UK. Stark Group's broader
geographic footprint is partly offset by Ahlsell's stronger
end-market diversification given its higher exposure to
infrastructure and industry end-markets.
Both companies' ratings are constrained by leverage which has,
however, improved since their respective refinancings in 2021.
Ahlsell's financial profile is stronger than that of Stark Group
based on lower expected leverage and stronger profitability
supported by higher EBITDA margins and FCF generation.
Key Assumptions
Fitch's Key Assumptions within Its Rating Case for the Issuer
- Revenue at SEK50.4 billion in 2024, with mid-single-digit annual
growth in 2025-2027
- Net M&A at about SEK0.5 billion in 2024, SEK2.0 billion in 2025
and SEK1.0 billion annually in 2026-2027
- EBITDA margin of 9.2% in 2024, and about 10% in 2025-2027
- Capex to increase to 2% of revenue in 2024 and 2.5% in 2025, due
mainly to investments in warehouse automation. Fitch expects
subsequent decrease to 1.1%-1.3% of revenue in 2026-2027
- Working-capital requirement at 0.4%-0.5% of revenue in 2025-2027,
after a broadly neutral 2024
Recovery Analysis
- The recovery analysis assumes that Quimper would be reorganised
as a going-concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim
- Its GC EBITDA estimate of SEK3.0 billion reflects Fitch's view of
a sustainable, post-reorganisation EBITDA on which Fitch bases the
enterprise valuation (EV). The GC EBITDA reflects intense market
competition and a failure to broadly pass on raw-material cost
inflation, together with an inability to extract acquisition
synergies. The increase in GC EBITDA from SEK2.9 billion under the
previous rating case reflects the structural impact of new M&A
bolt-on acquisitions
- Fitch applies a distressed EBITDA multiple of 5.5x to calculate a
post-reorganisation EV. The multiple reflects Quimper's strong
brand value in the Nordics, coupled with its leading market
position and strong, stable margins. The multiple is in line with
that of Nordic building material distributor Stark Group
- Fitch assumed that its debt structure after the A&E comprises a
proposed senior secured TLB of about SEK24.6 billion and a senior
secured revolving credit facility (RCF) of about SEK2.5 billion.
These assumptions result in a recovery rate for the proposed new
senior secured TLB and RCF within the 'RR3' range. The
waterfall-generated recovery computation output percentage is 55%
- Under the current capital structure prior to the refinancing, the
debt structure comprises a senior secured TLB of about SEK21.2
billion and a senior secured RCF of about SEK2.3 billion. Based on
the existing capital structure, its waterfall analysis generates a
ranked recovery for the senior secured debt in the 'RR3' category,
leading to a 'BB-' instrument rating. The waterfall-generated
recovery computation output percentage is 63%
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA gross leverage below 4.0x EBITDA on a sustained basis
- Maintaining FCF margins above 3% on a sustained basis
- EBITDA interest coverage above 4.0x on a sustained basis
- Increased geographical diversification outside of Sweden
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA gross leverage above 5.0x on a sustained basis
- EBITDA interest coverage below 3.0x on a sustained basis
- Aggressive acquisitions leading to FCF margins below 2% on a
sustained basis
Liquidity and Debt Structure
Solid Liquidity: At end-September 2024, Ahlsell had about SEK4.0
billion of readily available cash (excluding SEK0.3 billion Fitch's
adjustment for intra-year working-capital swings) and the group had
access to a fully undrawn committed RCF of about SEK2.3 billion
maturing in August 2025, which is to be upsized to about SEK2.5
billion and extended to 2029. Fitch expects positive FCF in
2024-2027.The proposed A&E will improve the group's debt maturity
profile with the TLB extended to 2030.
Concentrated Debt Structure: Ahlsell's total debt of about SEK21.2
billion at end-September 2024 was concentrated on its first-lien
term loan with a maturity in February 2026. Following the
completion of the proposed A&E, the group's debt will be
concentrated on a SEK24.6 billion TLB due in 2030. Fitch views
refinancing risk as manageable due to no significant short-term
debt maturities and the group's record of through-the-cycle stable
performance.
Issuer Profile
Ahlsell is a leading Nordic distributor of installation products in
heating & plumbing, electrical and tools & supplies.
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
----------- ------ -------- -----
Quimper AB LT IDR B+ Affirmed B+
senior secured LT BB-(EXP)Expected Rating RR3
senior secured LT BB- Affirmed RR3 BB-
QUIMPER AB: S&P Affirms 'B+' LongTerm ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit and
issue ratings on Sweden-based installation product distributor
Quimper AB (parent company to Ahlsell) and its debt, including the
proposed fungible add-on.
The stable outlook indicates that S&P expects the company's
leverage to remain below 5.0x, that it will generate free operating
cash flow (FOCF) of over SEK1.5 billion, and that reported margins
will comfortably exceed 9%, despite macroeconomic headwinds and the
integration of bolt-on acquisitions.
Sweden-based installation product distributor Quimper AB (parent
company to Ahlsell) plans to upsize and extend its term loan B. The
increased cash on its balance sheet would be used for mergers and
acquisitions (M&A), dividend distributions, or both.
If Ahlsell uses the additional debt raised by upsizing its term
loan B for M&A by end-2024, S&P expects adjusted debt to EBITDA
will increase to about 4.7x in 2024-2025, compared with 4.4x in the
absence of additional debt. The company plans to increase the
loan by EUR300 million, which is equivalent to SEK3.4 billion. At
closing, the increase will fund cash on balance sheet. Ahlsell has
yet to determine how to split the additional debt between M&A and
dividend distributions; it will decide in the last quarter of 2024
or early in 2025.
Alternatively, if the company uses the EUR300 million for dividend
distribution by end of 2024, its adjusted debt to EBITDA could
reach around 5.0x. In this scenario, most of its rating headroom
would be consumed in 2024; it could then progressively recover in
2025, if business conditions improve over the next few quarters.
Ahlsell's proposed amendment and extension will reduce future
refinancing risks by pushing back its debt maturities. The
company's term loan B is currently due in February 2026. To
optimize the capital structure, Ahlsell aims to extend this to
March 2030 alongside the upsizing of the amount. At the same time,
the company plans to extend the maturity of its revolving credit
facility (RCF) to September 2029. S&P said, "We view this approach
as prudent, from the company's perspective, given that it has debt
maturities of less than two years. We believe that Ahlsell will
preserve its adequate liquidity, with SEK4.28 billion of cash and
cash equivalents as of Sept. 30, 2024, the SEK2.5 billion undrawn
RCF, and healthy positive FOCF."
S&P said, "In our base case, we assume that FOCF will exceed SEK1.5
billion over the next two years. We anticipate a recovery in
Ahlsell's performance from 2025, when we expect the underlying
market to start to recover from the weak demand in 2024." Revenue
is forecast to grow by 3.8%-4.0% in 2025, largely bolstered by the
recovery in the residential segment in Sweden and Norway, as well
as the nonresidential segment in Denmark and Norway. In 2024,
revenue dropped by 1.6%-1.7% due to subdued market activity across
most of the segments and countries where Ahlsell operates
(especially Swedish and Finnish residential). The adjusted EBITDA
margin is forecast to be about 10.7%-11.5% in 2024-2025, in
proportion to developments in gross revenue. FOCF is likely to
remain above SEK1.5 billion in 2024-2025, even though Ahlsell's
asset-light business model will take a temporary hit from the
higher capital expenditure (capex) in automation in the central
warehouses over 2024-2027.
S&P said, "Leverage at Ahlsell has historically been lower than
that of other distributors rated in the 'B' category, and we expect
this to continue. Ahlsell has a record of generating higher cash
flows than peers--in particular, it tends to generate positive FOCF
after leases, supported by its above-average profitability. It is
owned by financial sponsor CVC Capital Partners, which has
demonstrated a prudent approach to leverage. Combined with
Ahlsell's recent record of reducing leverage and its business
performance, we consider this key to the one-notch positive
adjustment we make for comparable rating analysis. Although the
company's rating headroom would be eroded if it used all the
proceeds of its upsized term loan B for dividend distribution, we
anticipate that the sponsor would take into account how the market
environment is likely to develop in 2024-2025. We believe
distributions would be adjusted to ensure that leverage stayed
prudent relative to the sector.
"The stable outlook indicates that we expect the company's leverage
to remain below 5.0x, that it will generate FOCF of over SEK1.5
billion, and that reported margins will comfortably exceed 9%,
despite macroeconomic headwinds and the integration of bolt-on
acquisitions."
S&P could lower the rating if:
-- Ahlsell undertook large debt-funded acquisitions or shareholder
distributions, such that adjusted debt to EBITDA increased above
5.0x; if Ahlsell decides to distribute EUR300 million in dividends,
it would consume most of its rating headroom, putting it under
pressure should business conditions remain weak in 2025.
-- Ahlsell experienced setbacks in integrating its recent
acquisitions in a difficult operating environment, so that margins
declined to below 9% and FOCF was significantly lower for a
sustained period. S&P views this scenario as unlikely, at this
stage.
Although unlikely in the near team, S&P could raise the rating if
it saw a strong commitment from CVC Capital Partners and management
to keep Ahlsell's leverage at or below 4x, while keeping margins
and FOCF at current levels.
===========
T U R K E Y
===========
ICA ICTAS: Fitch Assigns 'BB-(EXP)' Rating on Sr. Secured Bonds
---------------------------------------------------------------
Fitch Ratings has assigned ICA Ictas Altyapi Yavuz Sultan Selim
Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S.'s secured
amortising bonds a 'BB-(EXP)' expected rating with a Stable
Outlook.
The proceeds from the issuance will be used to finance the
completion of the Sariyer-Kilyos Motorway Tunnel (Kilyos) in
Turkiye.
A final rating is contingent on the receipt of final documents
materially conforming to information already received.
RATING RATIONALE
The rating benefits from what is effectively availability-based
revenue, with volume risk assumed by the concession-granting
authority through a minimum traffic guarantee. The tariffs are US
dollar-denominated and linked to inflation. FX risk is
substantially assumed by the authority through periodic tariff
resets. The rated bonds are subordinated to existing senior
facilities but are fully amortising, with a typical covenant
package and reserves appropriate for project finance debt.
Under the Fitch Rating Case (FRC), the project achieves a robust
average annual debt service coverage ratio (DSCR) of 1.98x.
However, the rating is capped at the rating of the Turkish
sovereign (BB-/Stable), as the Turkish General Directorate of
Highways (KGM), essentially the Turkish government, is responsible
for paying the guaranteed amount based on a minimum traffic
guarantee.
KEY RATING DRIVERS
Revenue Risk - Volume - Stronger
Minimum Guaranteed Traffic - Volume Risk (Stronger)
The project generates revenue by collecting tolls on the Northern
Marmara Motorway and the Third Bosphorus Bridge. The tunnel under
construction will be free of charge. The project also benefits from
the minimum traffic guarantee given for the bridge and the
motorway. Under the guarantee, KGM compensates the deficit revenue
amount if the bridge and motorway toll revenues are less than the
guaranteed minimum revenues. The project will be exposed to volume
risk above the minimum guaranteed thresholds if the actual traffic
exceeds the minimum guaranteed traffic. However, traffic is
expected to remain materially below the guaranteed level during the
remaining concession period.
The ring road and the tunnel are located in Istanbul, Turkiye's
business and commercial centre. It serves the northern corridor of
Istanbul. There is some exposure to competition as it is a
congestion reliever for cars bypassing city traffic but it is an
important route for heavy good vehicles between the European and
Asian sides of the country. There are limited performance
requirements under the concession agreement.
Revenue Risk - Price - Stronger
Inflation-Linked Tariffs - Price Risk (Stronger)
The US dollar-denominated tariffs are set in the concession
agreement and are linked to inflation. Tariffs are converted to
local currency at the beginning of each period. Toll rates are
collected in local currency but long-term FX risk is eliminated by
periodic tariff resets, with the residual short-term, inter-period
FX risk largely hedged either through financial markets or
arrangements with KGM. There is a history of tariff interventions.
However, the real effect of political pressures is limited as long
traffic revenue is below the annual revenue guaranteed amount.
Infrastructure Development and Renewal - Midrange
New Asset, Reasonable Condition - Infrastructure Development and
Renewal (Midrange)
The motorway and bridge have sufficient capacity to accommodate
forecast traffic. Maintenance planning is detailed and
satisfactory. Heavy and ordinary maintenance of the existing
motorway and bridge are funded through internal cash flows, but
construction of the tunnel will be funded through debt. Fitch views
the tunnel construction as expansion work.
The motorway and bridge are in a reasonable condition. No major
urgent works are needed but some short-term works on the bridge
bearings are scheduled. These costs will be borne by the operation
and maintenance (O&M) contractor. Construction of the tunnel
commenced in 2022 and despite some initial delays, the technical
advisor believes that the tunnel will be completed on schedule and
within budget. The expansion of the project limits its assessment
of infrastructure and renewal to 'Midrange'.
Debt Structure - Midrange
Solid Debt Structure but Bonds Subordinated - Debt Structure
(Midrange)
The fixed-rate, US dollar-denominated secured bonds rank junior to
the project company's existing senior facilities. They are fully
amortising but sculpted with back-ended amortisation (15%-45%-40%).
The secured covenanted debt structure offers adequate protection to
debt holders against adverse scenarios. Liquidity reserves include
a six-month debt service reserve account covering interest and
principal.
The bondholders benefit from a security package including a debt
assumption agreement with the Turkish Treasury. This is not
reflected in its probability of default rating, but bondholders
will benefit from favourable compensation provisions backed by the
Ministry of Treasury and Finance of the Republic of Turkiye. Upon
certain events, including the project's default, the Turkish
Treasury will either assume the debt under the bonds or repay the
outstanding amounts. A sovereign bond default would trigger a
default of the bond.
Financial Profile
Under the FRC, Fitch assumes traffic remains materially below the
guaranteed threshold until the end of the concession. Fitch adds a
10% stress to the project's unspent construction, lifecycle, O&M
and special purpose vehicle costs. Construction and O&M costs are
contracted, but there is some uncertainty around these expenses.
Fitch also applied a six-month delay to the opening of the tunnel.
The resulting metrics are robust. The average projected debt
service coverage ratio (DSCR) over the remaining life of the debt
is 1.98x with a minimum DSCR of 1.75x in 2026.
PEER GROUP
Kilyos's closest peers are Societa di Progetto Brebemi S.p.A. (BBM,
BB+/Negative) and Salerno Pompei Napoli S.p.A (SPN, BBB/Stable).
Kilyos and BBM are both strategic to the road network, connecting
key points in the country, in densely populated areas of Istanbul
and Milan, respectively, the business and commercial centres of
their respective countries. SPN is located in an economically
weaker region.
BBM and SPN are both exposed to volume risk, while Kilyos benefits
from a minimum traffic guarantee. The price-cap mechanisms for SPN
and BBM allow for a fair return on the asset base and operations.
Kilyos's price risk is largely absorbed by the guaranteed traffic
revenue with residual FX risk hedges. All three assets are in
reasonable condition and have sufficient capacity to accommodate
the forecast traffic but its assessment for Kilyos of
Infrastructure and Renewal is 'Midrange', driven by the complexity
of the tunnel construction.
All three issuers have fully amortising debt with project
finance-debt features, but the Kilyos bonds are subordinated.
Kilyos's rating is also constrained by the revenue guarantee
provided by KGM, effectively the government of Turkiye.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Negative action on Turkiye's sovereign rating.
- Significant weakening of the project's credit profile due to
substantial increase of costs.
- A significant delay beyond the FRC assumptions in the tunnel
construction works.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive action on Turkiye's sovereign rating.
TRANSACTION SUMMARY
The project comprises the design, build and operate of a new tunnel
within an existing concession of the motorway between Odayeri and
Paşaköy including the Third Bosphorus Bridge located in Istanbul.
The tunnel extension will link the northern suburbs of Istanbul to
the city centre.
FINANCIAL ANALYSIS
N/A
SECURITY
The bonds will be secured by:
- Security over the equity compensation receivables and related
rights of the shareholder
- Security over the shareholder loan receivables in respect of
equity funding for the project
- English law charges over the debt service reserve account and the
disbursement account
- Project documents related to Kilyos
- Insurance claims related to the tunnel
The bonds and the senior facility will not have any common
security.
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
----------- ------
ICA Ictas Altyapi
Yavuz Sultan Selim
Koprusu ve Kuzey
Cevre Otoyolu Yatirim
ve Isletme A.S.
ICA Ictas Altyapi
Yavuz Sultan Selim
Koprusu ve Kuzey
Cevre Otoyolu Yatirim
ve Isletme A.S./Toll
Revenues - Senior
Secured Debt/1 LT LT BB-(EXP) Expected Rating
===========================
U N I T E D K I N G D O M
===========================
CERTS ASSURED: FRP Advisory Named as Joint Administrators
---------------------------------------------------------
Certs Assured Holdings Limited was placed in administration
proceedings in the High Court of Justice, Court Number:
CR-2024-006344, and Miles Needham and Simon Carvill-Biggs of FRP
Advisory Trading Limited were appointed as administrators on Oct.
23, 2024.
Certs Assured Holdings offers a range of lifting equipment products
and services to companies of all sizes across a wide variety of
industry sectors including manufacturing, construction and mining.
Its registered office is at Office 2, Tweed House, Park Lane,
Swanley, BR8 8DT to be changed to c/o FRP Advisory Trading Limited,
4 Beaconsfield Road, St Albans, Hertfordshire, AL1 3RD. Its
principal trading address is at Office 2, Tweed House, Park Lane,
Swanley, BR8 8DT.
The joint administrators can be reached at:
Miles Needham
Simon Carvill-Biggs
FRP Advisory Trading Limited
4 Beaconsfield Road, St Albans
Hertfordshire, AL1 3RD
Further details contact:
The Joint Administrators
Tel No: 01727 811111
Alternative contact:
Travis Fisher
Email: cp.stalbans@frpadvisory.com
EALBROOK MORTGAGE 2024-1: DBRS Gives(P) B(high) Rating on E Notes
-----------------------------------------------------------------
DBRS Ratings Limited assigned the following provisional credit
ratings to the bonds to be issued by Ealbrook Mortgage Funding
2024-1 Plc (the Issuer):
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (low) (sf)
-- Class C Notes at (P) A (low) (sf)
-- Class D Notes at (P) BBB (sf)
-- Class E Notes at (P) B (high) (sf)
The provisional credit ratings on the Class A notes address the
timely payment of interest and the ultimate payment of principal on
or before the final maturity date in August 2066. The provisional
credit ratings on the Class B to Class E notes address the timely
payment of interest when most senior and the ultimate payment of
principal on or before the final maturity date. Morningstar DBRS
does not rate the Class R notes also expected to be issued in this
transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in the UK. The collateralized notes are backed by
first-lien residential mortgage loans originated in the UK. The
provisional portfolio has been originated and will be serviced by
Bluestone Mortgages Limited (Bluestone or the Company). In 2023,
Bluestone was acquired by Shawbrook Bank Limited (Shawbrook or the
Seller), which is the Seller and sponsor of the transaction.
The provisional portfolio as of 31 August 2024 comprises almost
entirely (99.1%) owner-occupied mortgages and has a WA original
loan-to-value ratio (OLTV) of 68.1% and WA seasoning of 1.0 years.
The initial WA coupon of the portfolio of 7.8% and the pool will
benefit from a reversionary margin above Bank of England Rate (BBR)
of about 3.9%.
The Issuer is expected to issue five tranches of collateralized
mortgage-backed securities (the Class A, Class B, Class C, Class D,
and Class E notes) to finance the purchase of the initial
portfolio. Additionally, the Issuer is expected to issue one class
of noncollateralized notes, the Class R notes, the proceeds of
which the Issuer will use to fund the GRF and the LRF.
The LRF will be available to cover shortfalls of senior fees and
interest on the Class A and Class B notes. The LRF will be
amortizing and will be sized at closing at 1.4% of the initial
Class A and Class B notes. On each Interest Payment Date (IPD) ,
the target level will be 1.4% of the current amount outstanding of
the Class A and Class B notes until the Class B notes have
redeemed. The amortization of the LRF would stop if either: (1) the
collateralized notes are not redeemed in full at the FORD; or (2)
the cumulative defaults are greater than 5% of closing portfolio
balance
The GRF will also provide liquidity and credit support to the rated
notes. The GRF will have a target amount on each IPD equal to 1.4%
of the initial collateralized notes balance minus the LRF target
amount. The GRF will be available to cover shortfalls on senior
fees, interest, and any principal deficiency ledger (PDL) debits on
the Class A to Class E notes after the application of revenue
available funds and LRF draws. The amortization of the GRF is
subject to the same conditions of the LRF amortization (see above).
On the final maturity date, all amounts held in the GRF will form
part of available principal funds and the GRF target will be zero.
Morningstar DBRS' credit rating on the rated notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. For the rated
securities, the associated financial obligations are the related
Interest Payment Amounts and the related Class Balances.
Notes: All figures are in British pound sterling unless otherwise
noted.
MARDEN HOMES: RBW Restructuring Named as Administrator
------------------------------------------------------
Marden Homes Limited was placed in administration proceedings in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency and Companies List (ChD), Court Number:
CR-2024-006265, and Michael Wellard of RBW Restructuring Limited
was appointed as administrators on Oct. 21, 2024.
Marden Homes engages in the construction of domestic buildings.
Its registered office is at 601 London Road, Westcliff on Sea,
Essex SS0 9PE. Its principal trading address is at 275 Prince
Avenue, Westcliff on Sea, Essex SS0 0JP.
The administrator can be reached at:
Michael Wellard
RBW Restructuring Limited
28 Castle Street, Hertford
Hertfordshire, SG14 1HH
Further details contact:
Richard Ring
Email: info@rbwr.co.uk
Tel No: 01277 781220
PAVILLION MORTGAGE 2024-1: DBRS Gives (P) B(low) on Class F Notes
-----------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes to be issued by Pavillion Mortgages
2024-1 PLC (the Issuer):
-- Class A at (P) AAA (sf)
-- Class B at (P) AA (sf)
-- Class C at (P) A (sf)
-- Class D at (P) BBB (low) (sf)
-- Class E at (P) BB (low) (sf)
-- Class F at (P) B (low) (sf)
The provisional credit rating assigned to the Class A notes
addresses the timely payment of interest and the ultimate repayment
of principal by the legal final maturity date. The provisional
credit rating assigned to the Class B notes addresses the timely
payment of interest once it is the senior-most and the ultimate
repayment of principal by the legal final maturity date. The
provisional credit ratings assigned to the Class C, Class D, Class
E, and Class F notes address the ultimate payment of interest and
the ultimate repayment of principal by the legal final maturity
date. Morningstar DBRS does not rate the Class G and Class Z notes
also expected to be issued in this transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the UK. The collateralized notes are backed by
first-lien owner-occupied residential mortgage loans originated by
Barclays Bank UK PLC.
The transaction features a Liquidity Reserve Fund (LRF), which will
provide liquidity support to the Class A and Class B notes, and the
Class S Certificate in the priority of payments. The initial
balance of the LRF will be 0.5% of the Class A and Class B notes'
outstanding balance at closing; on each Interest Payment Date the
target level of the LRF will be 0.5% of the outstanding balance of
the Class A and Class B notes as at the end of the collection
period until the Class B notes have redeemed.
The transaction also features a General Reserve Fund (GRF), which
will provide liquidity and credit support to the rated notes The
target balance of the GRF will be equal to 2.0% of the portfolio
outstanding balance at closing minus the LRF target balance. In
other words, the general reserve will be initially funded to its
initial balance of GBP 14.4 million and its target balance will
then increase as the LRF amortizes.
Morningstar DBRS calculated the credit enhancement for the Class A
notes at 21.6%, which is provided by the subordination of the Class
B to Class G notes and the initial balance of the GRF. Credit
enhancement for the Class B notes will be 14.6%, provided by the
subordination of the Class C to Class G notes and the initial
balance of the GRF. Credit enhancement for the Class C notes will
be 10.1%, provided by the subordination of the Class D to Class G
notes and the initial balance of the GRF. Credit enhancement for
the Class D notes will be 6.8%, provided by the subordination of
the Class E to Class G notes and the initial balance of the GRF.
Credit enhancement for the Class E notes will be 4.1%, provided by
the subordination of the Class F to Class G notes and the initial
balance of the GRF. Credit enhancement for the Class F notes will
be 2.6%, provided by the subordination of the Class G notes and the
initial balance of the GRF.
As of 31 July 2024, the provisional mortgage portfolio consisted of
6,215 loans with an aggregate principal balance of GBP 921.3
million. The majority of the loans in the pool (71% of the initial
collateral balance) have been originated between 2021 and 2024,
with the rest having been granted from 2013 to 2020. Most mortgage
loans in the asset portfolio were granted to employed borrowers
(81.8%) and self-employed borrowers (16.9%) and are all secured by
a first-ranking mortgage right.
The provisional portfolio contains 83% fixed-rate loans with a
fixed-rate period. Once their fixed-rate period is over, the loans
will switch to a floating rate of interest. As of the cut-off date,
66% of the mortgage loans were reported as performing, 19% were
reported as delinquent with arrears up to three months (including
technical arrears), and 15% delinquent with arrears above three
months.
Barclays Bank UK PLC originated and services the mortgages. CSC
Capital Markets UK Limited will be the backup servicer facilitator
in the transaction.
Morningstar DBRS' credit ratings on the Class A, Class B, Class C,
Class D, Class E, and Class F notes address the credit risk
associated with the identified financial obligations in accordance
with the relevant transaction documents. For the securities listed
in the table above, the associated financial obligations for each
of the rated notes are the related Interest Payment Amounts and the
related Class Balances.
Notes: All figures are in British pound sterling unless otherwise
noted.
PIERPONT BTL 2024-1: DBRS Gives Prov. BB(high) Rating on 2 Classes
------------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes to be issued by Pierpont BTL 2024-1 PLC
(the Issuer):
-- Class A notes at (P) AAA (sf)
-- Class B notes at (P) AA (low) (sf)
-- Class C notes at (P) A (low) (sf)
-- Class D notes at (P) BBB (sf)
-- Class E notes at (P) BB (high) (sf)
-- Class X notes at (P) BB (high) (sf)
The provisional credit rating on the Class A notes addresses the
timely payment of interest and ultimate payment of principal on or
before the final maturity date. The provisional credit ratings on
the Class B to E notes address the timely payment of interest once
they are the most senior class and the ultimate repayment of
principal on or before the final maturity date. The provisional
credit rating on the Class X notes addresses the ultimate repayment
of interest and principal on or before the final maturity date.
CREDIT RATING RATIONALE
The transaction represents the issuance of United Kingdom of Great
Britain and Northern Ireland (UK) residential mortgage-backed
securities (RMBS) backed by first-lien, buy-to-let (BTL) mortgage
loans. The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the UK. The notes to be issued will fund the
purchase of UK first-lien mortgage loans originated and serviced by
LendInvest BTL Limited (LendInvest) and MTF (LE) Limited (MTF) (the
Originators and Servicers), and subsequently purchased by JPMorgan
Chase Bank, N.A., London branch (the Seller).
This is the third securitization from the Pierpont BTL series, the
first rated by Morningstar DBRS, following Pierpont BTL 2021-1 PLC
and Pierpont BTL 2023-1 PLC. The mortgage portfolio as of August
2024 consists of GBP 299.7 million of first-lien mortgage loans
collateralized by BTL properties in the UK. The pool has a
seasoning of six months and yields a current weighted-average
coupon of 5.5%.
Liquidity in the transaction is provided by a liquidity reserve
fund (LRF), which shall cover senior costs and expenses as well as
interest shortfalls for the Class A notes. In addition, the LRF
shall also be available to cover interest shortfalls in the Class B
notes as long as either they are the most senior class of notes
outstanding or that the debit balance in their principal deficiency
ledger does not exceed 10% of the initial principal amount of the
Class B notes at closing.
Principal borrowing is also envisaged under the transaction
documentation and can be used to cover senior costs and expenses,
including swap payments, as well as interest shortfalls of Classes
A to E, subject to being the most senior class of notes
outstanding.
The transaction also features a fixed-to-floating interest rate
swap, given the presence of fixed-rate loans (which would revert to
a floating rate in the future), while the liabilities will pay a
coupon linked to Sterling Overnight Index Average. The swap
counterparty to be appointed as of closing shall be J.P. Morgan SE.
Furthermore, Citibank, N.A., London Branch will be appointed as the
Issuer Account Bank, and Barclays Bank PLC will act as the
Collection Account Bank.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;
-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine. Morningstar DBRS analyzed the
mortgage portfolio in accordance with its "European RMBS Insight:
UK Addendum";
-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class X notes according to the terms of the transaction
documents;
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;
-- The sovereign credit rating of AA with a Stable trend on the
United Kingdom of Great Britain and Northern Ireland as of the date
of this press release; and
-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal Criteria for European Structured
Finance Transactions" methodology and the presence of legal
opinions that are expected to address the assignment of the assets
to the Issuer.
Notes: All figures are in British pound sterling unless otherwise
noted.
PLAYTECH PLC: S&P Places 'BB' LongTerm ICR on Watch Negative
------------------------------------------------------------
S&P Global Ratings extended its CreditWatch placement, with
negative implications, on gambling company Playtech PLC's 'BB'
long-term issuer and issue credit ratings.
The Credit Watch negative placement reflects the increased risk of
a downgrade if Playtech successfully closes the sale of Snaitech,
on account of a weaker operating profile (with lower scale and
diversification and weaker cash flows), potentially not
sufficiently offset by a more conservative financial policy.
The proposed Snaitech transaction will likely imply a weakening of
Playtech's business risk profile. The group is disposing of
Snaitech to Flutter Entertainment PLC for EUR2.3 billion, subject
to the Italian regulator's approval. The transaction, if approved,
will substantially decrease Playtech's scale of operations, given
that in the first half of 2024, Snaitech contributed to 53% of the
group's revenue and 56% of company-adjusted EBITDA. In addition,
Playtech will become a pure play business-to-business (B2B) gaming
company with material customer concentration--the top three clients
contributing 40% of total revenue as of the first half of 2024--and
fairly dependent on its Mexican operations. We also expect its
profitability will be lower at 16%-18% on an S&P-adjusted basis
compared to close to 21% as of 2023. Such business concentration
and loss of scale could imply a weakening of the group's business
risk profile that would require a significant debt reduction to
offset any rating impact.
The group's post-transaction financial profile and policy and
business targets remain to be updated. The group has outlined its
intention to use the sale proceeds, upon completion of the
transaction estimated by second quarter of 2025, to pay EUR1.8
billion dividends to shareholders, prepay its EUR350 million senior
secured notes due in March 2026, and pay EUR230 million aggregate
of transaction costs, incentive plans, capital deficit, and taxes.
This would reduce Playtech's gross debt to EUR300 million senior
secured notes due in June 2028, while the company benefits from an
undrawn EUR277 million revolver due in October 2025 and material
cash balances. S&P said, "We intend to resolve the CreditWatch
placement once the Snaitech disposal is approved by the Italian
regulator, and we can evaluate the full impact of the sale, the
revised Caliente agreement on Playtech's financial risk profile,
and the group's updated business strategy and financial targets."
The resolution of the legal dispute with Caliente relieves material
event risk from Playtech. Playtech announced on Nov. 1, 2023, that
all fees due to the group from Caliplay, the subsidiary of Mexican
casino operator Caliente, were being paid into a Mexican
court-mandated trust account rather than directly to the group,
leading to, in our view, material counterparty risk and cash flow
implications. The development followed legal disputes between the
two parties that originally emanated from the validity of a call
option, which allowed the redemption of additional services fees
paid by Caliplay to Playtech under its structured agreement.
Playtech further announced on Sept. 16, 2024, that both parties
have settled on a revised eight-year agreement that will commence
in the first quarter of 2025, subject to the Mexican antitrust
approval. Under the new agreement, while Playtech will no longer
receive the additional services fee and Caliente will enjoy larger
flexibility to migrate away from Playtech's certain software
products in the future, Playtech will benefit from some revenue
protections for a five-year period in the event of migration. The
agreement will also grant Playtech a 30.8% equity share on Caliente
Interactive, Caliplay's new holding company, and the right to
receive dividends alongside other shareholders. The group has
received more than EUR150 million of unpaid fees due from Caliplay,
with the balance of EUR33 million to be released either on the
closing of the arrangements or by the end of 2025, and will receive
an additional US$140 million cash incentive fees phased over a
four-year period. We deem this agreement an imminent relief of cash
flow pressure for the group. While the agreement implies a negative
cash impact of EUR30 million-EUR40 million in 2025 compared to 2024
according to the company, it resolves the dispute and provides
Playtech with more visibility over the cash flow it will receive
from Caliente in the next few years.
The CreditWatch negative placement reflects the increased risk of a
downgrade if Playtech successfully closes the sale of Snaitech, on
account of a weaker operating profile (with lower scale and
diversification and weaker cash flows), potentially not
sufficiently offset by a more conservative financial policy.
SRS GROUNDWORKS: Quantuma Advisory Named as Joint Administrators
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SRS Groundworks Limited was placed in administration proceedings in
the High Court of Justice Business and Property Courts in Leeds,
Court Number: CR-2024-LDS-001055, and Jeremy Woodside and Rehan
Ahmed of Quantuma Advisory Limited were appointed as administrators
on Oct. 23, 2024.
SRS Groundworks engages in construction activities.
Its registered office is at 11 Weld Parade, Large Office Suite,
First Floor, Birkdale, PR8 2DT and it is in the process of being
changed to Quantuma Advisory Ltd, Third Floor, 196 Deansgate,
Manchester, M3 3WF. Its principal trading address is at 11 Weld
Parade, Large Office Suite, First Floor, Birkdale, PR8 2DT.
The joint administrators can be reached at:
Jeremy Woodside
Rehan Ahmed
Quantuma Advisory Limited
Third Floor, 196 Deansgate
Manchester, M3 3WF
Further details, contact:
Matt Wright
Email: Matt.Wright@quantuma.com
Tel No; 01615 189 612
VEDANTA RESOURCES: Moody's Ups CFR to B3 & Unsecured Bonds to Caa1
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Moody's Ratings has upgraded the corporate family rating of Vedanta
Resources Limited (VRL) to B3 from Caa1.
Concurrently, Moody's have upgraded to Caa1 from Caa2 the rating on
the senior unsecured bonds issued by VRL and VRL's wholly-owned
subsidiary Vedanta Resources Finance II Plc, which are guaranteed
by VRL.
Moody's have maintained the stable outlook on the ratings.
RATINGS RATIONALE
The upgrade to B3 is driven by VRL's demonstrated access to
funding, reflected by the successful tap of $300 million of its
10.875% senior notes due in September 2029. The tap and the
company's $900 million issuance last month were oversubscribed by
investors.
The proceeds from the tap will be applied toward the partial
repayment, at par, of the company's $608 million December 2028
notes. Moody's do not consider this as a distressed exchange
because (1) it does not serve as a means to avoid default, given
that the bond is due almost three years from now; and (2) it does
not result in an economic loss for investors because the bonds are
offered to be repurchased at their full value.
VRL's next bond maturity is a $600 million bond due in April 2026.
A springing covenant as part of its debt restructuring in January
2024 requires VRL to refinance this maturity by December 2025,
failing which the amended bonds that were restructured would mature
in April 2026. Moody's expect VRL to address the April 2026 bond
maturity in a timely manner, especially given its recent track
record of tapping the USD bond markets.
VRL's recent liabilities management exercise – which entailed
debt reduction and refinancing using proceeds from the bond
issuance, dividends from subsidiaries as well as stake sales in
subsidiaries – have resulted in paring down its debt and easing
some of its liquidity pressure.
The B3 CFR reflects VRL's large-scale and diversified low-cost
operations; exposure to a wide range of commodities such as zinc,
aluminum, iron ore, oil and gas, steel and power; strong position
in key markets, enabling it to command a pricing premium; and
history of relative margin stability through commodity cycles.
However VRL's ratings are constrained because of its complex
organizational structure, weak financial management and liquidity.
VRL's senior unsecured bonds are rated Caa1, one notch lower than
the B3 CFR, reflecting Moody's view that bondholders are in a
weaker position relative to the operating subsidiaries' creditors.
The one-notch differential reflects the legal and structural
subordination of the holding company's bondholders to those of the
rest of the group. Moody's estimate the operating company's claims
are around 75% of total consolidated claims as of March 2024, with
the remaining claims distributed across VRL and its intermediate
holding companies that have a direct shareholding in VDL.
OUTLOOK
The rating outlook is stable, reflecting Moody's expectation that
VRL will address its debt maturities, in particular its next bond
maturity in April 2026, in a timely manner, especially given its
recent track record of tapping the USD bond markets.
LIQUIDITY
VRL is a pure holding company with all of its operations held at
various subsidiaries and step-down subsidiaries. VRL's liquidity
remains weak, given its debt maturities and interest-servicing
needs.
The holding company will likely receive around $300 million
annually in the form of management and brand fees from its
operating subsidiaries. However, any other cash movements from its
operating subsidiaries may be in the form of dividends, entailing
leakage given the presence of minority shareholders. As of June
2024, its operating subsidiaries held $2 billion in cash, down from
$4.2 billion at March 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A further upgrade of VRL's ratings would require a substantial
improvement in its liquidity profile as well as prudent liability
and financial management. Specific credit metrics indicative of a
B2 CFR include adjusted debt/EBITDA below 5.0x and EBIT/interest
coverage above 1.5x, both on a sustained basis.
Conversely, downgrade pressure could emerge if commodity prices
soften substantially and reduce VRL's EBITDA and free cash flow
generation, causing a sustained weakening in its credit metrics,
with its adjusted debt/EBITDA above 6.0x and EBIT/interest coverage
below 1.0x.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Mining
published in October 2021.
COMPANY PROFILE
Vedanta Resources Limited (VRL) is headquartered in London and is a
diversified resources company with interests mainly in India. Its
main operations are held by Vedanta Limited (VDL), a 56.4%-owned
subsidiary. Through VRL's various operating subsidiaries, the group
produces oil and gas, zinc, lead, silver, aluminum, iron ore, steel
and power. In September 2023, VDL announced its demerger into six
separate listed entities, subject to the relevant approvals. Its
shareholders will receive one share in each of the six companies
upon the demerger's completion, while VDL and the six companies
will have the same shareholding; i.e. VRL will hold a 56.4% stake
in VDL and the six new companies.
VRL delisted from the London Stock Exchange in October 2018 and is
now wholly owned by Volcan Investments Ltd. VRL's founder and
chairman Anil Agarwal and his family are Volcan's key shareholders.
For the fiscal year ended March 2024, VRL generated revenues of
$17.1 billion and an adjusted EBITDA of $4.9 billion.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
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