/raid1/www/Hosts/bankrupt/TCREUR_Public/241209.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
Monday, December 9, 2024, Vol. 25, No. 246
Headlines
F R A N C E
ASMODEE GROUP: S&P Assigns 'B' LT ICR, On CreditWatch Positive
EUROPE SNACKS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
H U N G A R Y
NITROGENMUVEK ZRT: S&P Lowers ICR to 'CCC-', Outlook Negative
I R E L A N D
ADAGIO XI: S&P Assigns B- (sf) Rating to EUR13MM Class F Notes
ARINI EUROPEAN IV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
BAIN CAPITAL 2017-1: Moody's Affirms B3 Rating on EUR10.5MM F Notes
CVC CORDATUS XXXIII: Fitch Assigns 'B-sf' Final Rating to F-2 Notes
FORTRESS CREDIT 2024-1: S&P Assigns Prelim 'B-' Rating to F Notes
PALMER SQUARE 2023-3: Fitch Assigns BB+sf Final Rating to E-R Notes
PALMER SQUARE 2024-3: Fitch Assigns 'BBsf' Final Rating to E Notes
I T A L Y
ASSET-BACKED EUROPEAN: DBRS Rates Class X Notes Prov. B(low)
CASSIA 2022-1: DBRS Confirms BB Rating on Class C Notes
FLOS B&B ITALIA: Moody's Affirms B2 CFR, Rates New Secured Notes B2
FLOS B&B ITALIA: S&P Rates Senior Secured Floating-Rate Notes 'B'
N E T H E R L A N D S
IGT LOTTERY: Fitch Keeps 'BB+' LongTerm IDR on Watch Positive
SANDY HOLDCO: S&P Alters Outlook to Negative, Affirms 'B' LT ICR
U N I T E D K I N G D O M
CANTERBURY FINANCE 4: DBRS Confirms B(high) Rating on F Notes
ELIZABETH FINANCE 2018: S&P Affirms 'CC(sf)' Rating on Cl. A Notes
LUKE MIDCO II: S&P Assigns 'B-' Rating, Outlook Stable
NORD ANGLIA: Moody's Affirms 'B2' CFR, Alters Outlook to Positive
X X X X X X X X
[*] BOND PRICING: For the Week December 2 to December 6, 2024
[*] Sonya Van de Graaff Joins K&L as Insolvency Partner in London
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F R A N C E
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ASMODEE GROUP: S&P Assigns 'B' LT ICR, On CreditWatch Positive
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S&P Global Ratings assigned a 'B' long-term issuer credit rating to
tabletop games publisher and distributor Asmodee Group AB and 'B'
issue rating to the group's EUR940 million senior secured notes,
with a '3' recovery rating, and placed the ratings on CreditWatch
with positive implications.
S&P said, "The CreditWatch placement reflects the likelihood that
we will raise the ratings on Asmodee by at least one notch, once
the debt repayment materializes and the spin-off completes,
reflecting strengthened credit metrics, with adjusted leverage
sustainably less than 5x, strong cash generation, and a commitment
to a more-conservative financial policy that would sustain the
improvement in the credit metrics.
"The final issuer credit and issue ratings on the notes are in line
with the preliminary ratings we assigned on Nov. 26, 2024. The
issued senior secured notes' final amount is in line with the
EUR940 million originally proposed. The interest rate on the EUR600
million fixed-rate notes was 5.75%, while the EUR340 million
floating-rate notes have an interest rate equal to three-month
EURIBOR plus 3.75%. There are no material changes to the final debt
documentation since our original review, or to our forecasts.
"Our rating primarily reflects a high debt burden at the
transaction's close, although we expect it to reduce in the first
quarter of 2025, thanks to a significant debt repayment. Asmodee
Group AB issued five-year EUR940 million senior secured notes to
repay the EUR900 million bridge facility and transaction fees ahead
of its spin-off from Swedish media and video games Embracer Group.
The group also raised a EUR150 million RCF which remained undrawn
at the transaction's close. Once the spin-off is complete, Asmodee
will be separately listed on Nasdaq Stockholm, with current
Embracer founder Lars Wingefors holding about 20% of Asmodee's
shares. Distribution of the remaining shares to institutional
investors will be proportionate to their current Embracer
shareholdings. The capital structure at the transaction's close
will be highly leveraged, with S&P Global Ratings-adjusted leverage
at about 5.5x, from a stand-alone leverage of 1.5x as of March 31,
2024. That said, on Nov. 19, 2024, Embracer Group announced it
would use the proceeds from the recent sale of its subsidiary
Easybrain to make an equity injection of EUR400 million into
Asmodee, of which EUR300 million will be used to repay gross debt.
Therefore, we expect S&P Global Ratings-adjusted leverage to
decline to about 3.5x after the debt repayment, improving credit
metrics after the transaction's close."
Asmodee has a very solid market position in the highly fragmented
tabletop industry, supported by established, although not
exclusive, relationships with key market players. The tabletop
market is expected to grow at a compound annual growth rate of
about 4% between 2024 and 2028, supported by higher volumes of
sales that reflect stronger consumer interests to engage in offline
social activities, but also new product launches in the industry,
oftentimes linked to an existing franchise, tapping into a
pre-existing loyal customer base. As a publisher and a global
distributor of board games and trading card games, Asmodee has a
strong competitive position in its niche market, with leading
market shares in France (37%-41% of tabletop industry) and the U.K.
(40%-44%). With about 64% of revenue derived from distributed
games, we believe that Asmodee could benefit from these positive
industry dynamics, thanks to its established relationships with
third-party intellectual property (IP) owners, relying on Asmodee's
creative capabilities and global reach to develop and distribute
tabletop games on renowned franchises, such as 'Star Wars',
'Pokemon', or 'Game of Thrones'. That said, the reliance on
third-party IPs could affect Asmodee's financial performance if the
third-party IP owners were to diminish strategic investments for
the franchise or if the company were to lose any key licensing
agreements with them.
In addition, Asmodee has established a portfolio of IPs it owns and
can expand to other product categories; this strengthens its
business model but is subject to changes in consumer preferences.
The portfolio of more than 400 fully owned IPs makes Asmodee's IP
catalogue the largest in the industry. It is constantly refreshed,
with more than 1,000 games launched per year. Innovation requires
limited upfront investments, and the company can generate profit
from the first print-run of a new tabletop game. Asmodee's top five
ranges of products generate about 50% of its net sales, with three
ranges attributable to games published by Asmodee ('Exploding
Kittens', 'Ticket to Ride', and 'Dobble/Spot-it!'), and two
attributable to games published by partners and distributed by
Asmodee ('The Pokémon Trading Card Game' and 'Magic: The
Gathering'). Over the past five years, Asmodee has expanded the
reach of its owned IPs, working with partners to develop ancillary
products, such as Netflix's series on 'Exploding Kittens' or French
pay-tv Canal + game 'Werewolves of Miller's Hollow'. S&P said,
"While we believe that the development of owned IPs into other
products can strengthen the company's brands and attract new
customers, we also believe that Asmodee's financial performance
could be impacted by changes in consumers' preferences, if any of
their key titles were to become less popular."
A diversified geographic sales footprint, combined with sales
channel diversity, should help Asmodee withstand macroeconomic
volatility and reinforce the company's established position.
Asmodee directly distributes tabletop games in 27 countries, with
no single market accounting for more than 30% of total sales,
although with notable contributions from France (19%), the U.S.
(17%), Germany (15%), and the U.K. (14%). S&P said, "The geographic
diversification of revenue is a positive, in our view, since it
helps smooth the volatility of macroeconomic conditions and
consumers' preferences in different locations. The diversity of its
global reach is complemented by a wide client base of various
retailers. Asmodee has a balanced revenue stream by channel across
three main categories: hobby and independent stores, traditional
mass market retailers, and online stores. Hobby and independent
stores account for about 35%-40% of board games sales of the
industry. We see the hobby retailers' channel as strategically
important for the group, as it is the main sale channel for
high-spending recurring players and the main market route for
innovation in the tabletop industry. By maintaining strong
relationships with these retailers, Asmodee can ensure that their
products reach the targeted players and that the interest in their
catalogue is maintained throughout the year, alleviating
seasonality, and reducing reliance on promotional activity to some
extent."
Improved profitability and free operating cash flow (FOCF) after
leases should cover potential future large earn-out payments. In
fiscal 2024 Asmodee's S&P Global Ratings-adjusted EBITDA margin
stood at about 13%. S&P said, "This is below what we consider the
average 20%-30% profitability of leisure companies. We expect the
company to be able to increase its profitability over our
three-year forecast period to about 15%-16%, supported by a higher
share of revenue generated from published games, whose
profitability is twice that of distributed games. In spite of lower
EBITDA margins than rated peers in the same sector, Asmodee's FOCF
after leases generation is strong, thanks to the limited capital
expenditure (capex) required for business development and limited
amount of fixed charges for the group. That said, regular and large
earn-outs that the company could be required to pay under its
bolt-on mergers and acquisitions (M&A) strategy could materially
affect earnings and cash flow generation. Our base case includes
earn-out payments for the recent acquisitions of 'Exploding
Kittens' and 'Venross', but these payments could be larger in the
future as the company will resume its acquisitive strategy once it
is listed as a separate entity from the Embracer group."
A stronger financial policy commitment supports the company's
credit quality and can further enhance its future creditworthiness.
Asmodee's management recently committed to a net leverage target
of below 3x in the medium term (three to five years) and below 2x
in the longer term. The latter will be accompanied with regular
shareholders distributions once reached. Although the financial
policy commitment is supportive of a higher creditworthiness for
the group, so far, S&P has limited track record as to how the
financial policy commitment will materialize in conjunction with
the inorganic growth strategy and regular shareholders
distributions. Until 2022, Asmodee has been controlled by financial
sponsors that supported the M&A activity of the group, while the
parent company Embracer partially halted the strategy after the
acquisition of the group.
CreditWatch
S&P said, "We aim to resolve the CreditWatch placement and will
likely raise the rating by at least one notch when the equity
injections and the spin-off from Embracer materialize and Asmodee
repays the EUR300 million senior secured notes as announced. The
size of the rating uplift will also depend on the timing of the
IPO, its capital structure, and the financial policy thereafter.
"We could also remove the rating from CreditWatch and affirm it at
'B' if the final equity injection terms differ materially from our
base case, or if the planned spin-off from Embracer and separate
listing of Asmodee do not materialize as planned."
EUROPE SNACKS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
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S&P Global Ratings assigned its 'B' long-term issuer credit rating
to private label savory snacks manufacturer Europe Snacks, and its
'B' issue and '3' recovery ratings to the senior secured term loan
B (TLB), based on 50% recovery prospects.
The stable outlook on the rating reflects S&P's expectations that
Europe Snacks' leading market share position in the resilient
private-label snacks industry in Western Europe should support
adjusted leverage at or below 6x over the forecast period and
growing FOCF to adequately self-fund its operations.
On Nov. 26, 2024, private equity firm One Rock Capital Partners
acquired Europe Snacks through its affiliate Pop Bidco SAS.
The group, which generated about EUR650 million net sales in fiscal
2023 (year ending Jan. 31, 2024), benefits from high market share
in its growing albeit niche product categories, its ability to pass
through costs of raw materials, and highly efficient operations,
although its scale of operations is modest and concentrated to a
few retailers, notably in the U.K.
These ratings are in line with the preliminary ratings S&P assigned
on Sept. 30, 2024. There are no material changes to its forecasts
or to the financial documentation since S&P's original review. The
final TLB amount was EUR495 million, with a EUR100 million
long-term senior revolving credit facility (RCF), undrawn at
closing, in line with the proposed debt structure. The proceeds
from the TLB and One Rock's equity contribution were used to fully
repay all existing debt and keep EUR15 million as cash balances
within the company.
The rating reflects Europe Snacks' highly leveraged capital
structure after the acquisition by private equity firm One Rock,
with adjusted leverage of 6.0x-5.5x in the next 12-18 months.
FOCF should finally turn positive in fiscal 2025. S&P said, "Under
our base-case projections, we estimate Europe Snacks' credit
metrics will gradually improve over the next 12-18 months after
closing such that adjusted debt-to-EBITDA will be at 6.0x-5.5x with
FFO cash interest at 2.5x-3.0x. In keeping with our analysis for
most financial sponsor-owned companies, we do not net out debt with
cash in our debt calculations, which also include financial leases
and factoring lines. Our forecast assumes about EUR50 million of
acquisition spending annually because we think the group may seek
bolt-on opportunities to accelerate its expansion plans in Europe
and in other savory snacks segments. We understand this could be an
option for the company, given the difficulty to export
private-label snacks and build new operations from capital
expenditure (capex)."
After three years of negative FOCF generation, Europe Snacks is
likely to generate positive FOCF in 2025 of EUR10 million-EUR15
million, growing to about EUR30 million in 2026, in our view.
This is thanks to strong volume growth and improved profitability,
driving adjusted EBITDA growth (about EUR105 million in 2025 and
about EUR120 million-EUR125 million in 2026). This should more than
offset a substantial (yet partly flexible) capex program (EUR35
million-EUR40 million in 2024 and 2025) dedicated to support the
growth in co-manufacturing (which benefits from contractually
secured volumes) and efficiency investment for its manufacturing
footprint, notably in France. FOCF will be constrained by sizable
interest expenses annually due to the large amount of debt in the
capital structure. But the group is likely to prudently mitigate
interest-rate risk.
Further supporting the group's liquidity position is a large
undrawn RCF and long-dated debt maturities. This means the group
is adequately funded for its business needs and faces no near-term
refinancing risks. S&P notes the group had no large working capital
swings during the year and benefits from factoring programs, which
accelerate cash conversion.
S&P said, "Under our base case, we see the company offsetting
competitive pressures in the U.K. thanks to growing private-label
volumes in other markets, new co-manufacturing programs, and higher
operating efficiency, notably in France. We forecast revenue will
grow 4%-5% organically in fiscal 2024, thanks to a balanced
combination of carried over price increases in main markets and low
volume growth due to fierce competition in the U.K., notably for
discounters. In the U.K., we see branded players investing
significantly in promotional activities to restore weak volumes
thus affecting private-label volume share. However, Europe Snacks'
volumes will benefit from a new co-manufacturing agreement in Spain
and market-driven private-label volume growth in other countries,
notably from stacked chips in France and internationally.
"For fiscal 2025 and 2026, we see organic growth accelerating to
6%-8% as U.K. volumes should stabilize. We assume promotional
activity will gradually decrease among branded players. At the same
time, we anticipate co-manufacturing volumes will ramp up and
private-label volumes in France, Spain, and international markets
will continue to grow. The company has benefited from increasing
price scrutiny among consumers over the recent years, which has
driven up penetration of private label and hard discounters across
Western Europe. The share of revenue from co-manufacturing (10% of
sales) should climb over the next five years as large, branded
players in Europe continue to outsource production to focus on
marketing and selling. These contracted volumes and profitable
contracts should increasingly help stabilize cash flows, in our
view.
"We believe a combination of higher revenues and improved
profitability will enable Europe Snacks to reach adjusted EBITDA of
about EUR90 million in 2024 (EBITDA margin of about 13% versus
10.6% in 2023). Higher profitability should stem from a positive
net pricing effect, improved product mix, productivity improvements
in the U.K., and better fixed-cost absorption. This should largely
offset fixed costs, investments, and salaries inflation. We see
Europe Snacks then able to maintain S&P Global Ratings-adjusted
EBITDA margin at 13%-13.5% in 2025-2026, a good level for a
private-label food producer in Europe. We forecast adjusted EBITDA
will reach EUR105 million in 2025 and EUR120 million in fiscal
2026. We see relatively stable profitability in fiscal 2025 because
better fixed-cost absorption will offset pricing pressures and a
slightly dilutive impact from the expected acquisitions. For fiscal
2026 we see a 50-basis point (bps) uplift in the adjusted EBITDA
margin as the company begins to reap the benefits from efficient
initiatives in its French operations.
"Europe Snacks' leading shares in its three markets, pass-through
capabilities, and cost efficiency somewhat offset its modest scale,
as well as concentration risks among categories and retailers.
Business strengths include its dominant market positions (twice as
big as nearest private-label competitor) in selected private-label
savory snacks segments in large European consumer markets such as
the U.K., France, and Spain. The products are affordable and
high-rotation and thus attractive to retailers, in our view. We
believe this helps the group to retain as key customers some of the
largest retailers in Western Europe, to gain a growing number of
co-manufacturing contracts, and to realize substantial economies of
scale. With sizable investments in productivity and efficiency, the
group should be able to maintain high-capacity utilization and
service levels, supporting cost leadership, and retain its
competitive advantage over smaller private-label competitors. We
also think the co-manufacturing activities add customer diversity
and enable the group to have more volume sales visibility as
outsourcing trends should continue within the branded players. The
group's market leadership in private labels means it has a track
record of customer stickiness and inflation pass-through
capabilities. Between 2021 and 2023, unitary gross margin was
resilient in the face of very high inflation while volumes
continued to grow 4% during the same period. The group protects its
gross margin by prudently hedging key raw materials and energy
costs when renewing or contracting new volumes.
"In our view, the group's chief business weaknesses are: (1) its
modest scale of operations within the European food and beverage
sector; (2) the concentration to relatively narrow, albeit growing,
product categories within the large snacks industry (EUR5 billion
in Europe); and (3) its concentration of sales to Aldi and Lidl in
the U.K. With projected revenue of about EUR680 million and
adjusted EBITDA of about EUR90 million in 2024, the group is of
course much smaller than global branded competitors such as PepsiCo
Inc. (A+/Stable/--) and Kellanova (not rated), which have much
larger innovation, marketing, and financial means. However, the
group's overall size and profitability are similar to highly
leveraged food producers (private labels and branded) such as
Cerelia (B/Stable/--) and Signature Foods B.V. (B/Stable/--),
although smaller than Biscuit Holding S.A.S. (B/Stable/--) and La
Doria S.p.A. (B/Stable/--) by revenue and EBITDA.
"The snacks industry benefits from long-term industry trends.
However, we see a potential threat to snack categories that fail to
keep pace with changing consumer preferences for sustainability and
healthier options. Robust growth rates in the face of recent
downturns show savory snacks are overall a resilient category
within packaged food. This is mainly explained by consumer
preferences in Europe shifting toward so-called snackification,
i.e., consumers are increasingly adopting snacking habits due to
their desire for indulgent and convenient food and beverage
options. We expect the demand for snacks to continue growing in the
coming years due to increased opportunities for snacking, such as
more group gatherings after the pandemic.
"Consumer awareness about health and sustainability has prompted
snacks producers to change product formulations and recipes. We
see more modest growth prospects in the more traditional snacks
categories, notably HFSS products (high in fat, sugar, or salt)
compared with healthier savory snacks products. Europe Snacks, a
private label, has less capital than global branded players.
However, it has enough resources to invest in gradually adapting
its products through a premiumization strategy. This allows it to
maintain cost leadership and offer cheaper yet quality equivalent
products in markets such as the U.K. and France, where household
consumption is constrained.
"The stable outlook ratings reflects our view that Europe Snacks'
operating performance should remain resilient over the next 12-18
months. Supporting this are its leading market positions in U.K.,
France, and Spain and overall growing consumer demand for private
label snacks, despite some short-term volume slowdown in the U.K.
We see the group's improved operating efficiency and positive
product mix changes driving EBITDA growth and supporting positive
FOCF in 2025 despite large ongoing capex spending.
"To maintain the current rating, Europe Snacks would need to meet
our base-case projections for the next 12-18 months, with adjusted
debt leverage decreasing toward 5.5x and FOCF remaining positive
and steadily growing.
"We could lower the rating in the next 12 months if, contrary to
our base case, Europe Snacks' adjusted debt leverage rises to 7x or
above with no prospects for a rapid turnaround, or if FOCF remains
negative. This could happen if Europe Snacks suffered a sharp
volume loss due to higher-than-expected competitive pressures or
was unable to quickly pass on a spike in main raw material and
energy costs to customers.
"We could also take a negative rating action if the group pursues a
more aggressive financial policy than expected, with a large
debt-financed acquisition or shareholder remuneration.
"We could raise the rating if the company's credit metrics are much
stronger than our base case. For example, we would need to see
adjusted debt leverage decreasing and remaining below 5x, with a
clearly articulated commitment from the company and sponsor to
remain at that level on a sustained basis. For an upgrade we would
also need to see positive FOCF generation well above our base-case
projections.
"This could occur if the group establishes a track record of
adjusted EBITDA growing well above our base-case projections thanks
to stronger-than-expected volume expansion in key private label
markets and in co-manufacturing while continuing to operate very
lean and efficient manufacturing operations. We think over time the
group could thus achieve much larger scale within the savory snacks
industry in Europe and further diversify its geographic and product
category reach.
"Governance factors are a moderately negative consideration in our
credit rating analysis of Europe Snacks, as is the case for most
rated entities owned by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
period and a focus on maximizing shareholder returns.
"Environmental and social factors are an overall neutral
consideration in our credit rating analysis. The group has laid out
a strategy to reach 30% recycled content within its portfolio, and
its 100% recyclable tubes for stacked chips we view positively.
Packaging has been controversial for the sector in general, given
most chip packaging continues to be sold in non-recyclable plastic
packets that take decades to decompose. The high degree of litter
from such packets is also controversial."
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H U N G A R Y
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NITROGENMUVEK ZRT: S&P Lowers ICR to 'CCC-', Outlook Negative
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S&P Global Ratings lowered to 'CCC-' from 'CCC' its long-term
issuer credit rating on Hungary-based nitrogen fertilizer producer
Nitrogenmuvek Zrt. and its issue-level rating on the company's
senior unsecured notes to 'CCC-' from 'CCC'.
The negative outlook reflects the possibility that, over the
subsequent six months, Nitrogenmuvek could default on its debt
obligations or pursue a debt restructuring that we would view as
tantamount to a default according to our criteria.
The downgrade reflects a greater likelihood Nitrogenmuvek would
arrange a debt restructuring over the next six months because of
upcoming maturities. The company's senior unsecured notes mature
in less than six months. S&P notes that as of Sept. 30, 2024, the
company had incurred a loss of about Hungarian forint (HUF) 10.8
billion, a further worsening from a loss of about HUF4.9 billion as
of June 30, 2024. Nitrogenmuvek furthermore has short-term
liabilities of about HUF152.6 billion, which exceeds by HUF135.4
billion its available cash and cash equivalents of about HUF17.2
billion. As such, currently Nitrogenmuvek does not have sufficient
liquidity to repay this debt obligation. Considering the delayed
progress toward refinancing plans, exacerbated by uncertainties
related to the outcome of the litigation on the carbon dioxide
(CO2) quota tax and prolonged difficult macroeconomic conditions,
we believe that Nitrogenmuvek could face significant challenges to
extend its maturities or refinance the existing debt on
satisfactory terms. If the company can refinance, the likely
increase in interest expense due to higher borrowing costs in
current market conditions would further strain cash flow and
potentially compromise liquidity since S&P's base case already
assumes severely negative free operating cash flow in 2024 and
thereafter. To date, the company remains current on its
obligations, including the EUR7 million interest payable twice a
year on May 14 and Nov. 14 on the bond, and the principal and
interest repayments on the loans due in 2024 and thereafter.
S&P said, "We believe that both a successful refinancing of the
bond and a positive decision on the application for immediate legal
protection in relation to the CO2 quota tax would be necessary for
Nitrogenmuvek to sustain operations in the longer term. As of
Sep. 30, 2024, Nitrogenmuvek reported a negative EBITDA margin of
1.9% (we note that without the CO2 quota tax, the EBITDA margin
would have been positive at 7.2%). We believe that the loss-making
operations will put further pressure on the already weak liquidity
position, which remains constrained by high short-term liabilities.
We believe that the bond refinancing is highly challenged by the
macroeconomic environment remaining difficult in both domestic and
export markets, with severe uncertainties related to natural gas
prices in Europe, increasing Russian urea imports, negative foreign
exchange effects (with the forint depreciating 7%-8% versus the
euro over the past 12 months), and no significant positive
developments on litigation related to the CO2 quota tax. We believe
that these risks have significantly worsened the probability that
Nitrogenmuvek will continue to operate as a going concern."
The negative outlook indicates that S&P could lower its rating on
Nitrogenmuvek if the company does not successfully refinance its
debt within the next six months.
Downside scenario
S&P could lower its ratings on Nitrogenmuvek if it announces a
transaction that as defined in our criteria we would classify as a
default.
Upside scenario
S&P could take a positive rating action if it believes there is a
lower likelihood of a default in the subsequent six months. This
could occur if Nitrogenmuvek successfully refinances its upcoming
debt maturities on satisfactory terms.
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I R E L A N D
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ADAGIO XI: S&P Assigns B- (sf) Rating to EUR13MM Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Adagio XI EUR CLO
DAC's class A-Loan and class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer also issued unrated subordinated notes.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated loan and notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which is in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,779.34
Default rate dispersion 525.56
Weighted-average life (years) 4.68
Obligor diversity measure 163.28
Industry diversity measure 23.76
Regional diversity measure 1.24
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.25
'AAA' weighted-average recovery (%) 36.52
Portfolio weighted-average spread (%) 4.04
Portfolio weighted-average coupon (%) 3.40
Rating rationale
Under the transaction documents, the rated loan and notes will pay
quarterly interest unless a frequency switch event (FSE) occurs.
Following the FSE, the loan and notes will switch to semiannual
payments. The portfolio's reinvestment period will end
approximately 4.68 years after closing.
S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, and the portfolio's covenanted weighted-average spread
(3.90%), covenanted weighted-average coupon (3.40%). We have
considered the actual weighted-average recovery rate at all rating
levels. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.
"Until the end of the reinvestment period on April 25, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the loan and notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all classes
of notes and the loan. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1, B-2, C, D,
and E notes could withstand stresses commensurate with higher
ratings than those we have assigned. However, as the CLO is in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to these classes of notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-Loan and
class A to E notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and will be managed by AXA Investment
Managers US Inc.
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the
following:
-- climate risks; palm oil; controversial weapons; soft
commodities; tobacco; white phosphorous weapons; and UN Global
Compact violations.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
S&P's ESG benchmark for the sector, it has not made any specific
adjustments in its rating analysis to account for any ESG-related
risks or opportunities.
Ratings list
Prelim. Amount Credit
Class rating* (mil. EUR) Interest rate§ enhancement (%)
A AAA (sf) 149.40 3mE + 1.30% 38.00
A-Loan AAA (sf) 98.60 3mE + 1.30% 38.00
B-1 AA (sf) 34.00 3mE + 2.05% 27.00
B-2 AA (sf) 10.00 5.10% 27.00
C A (sf) 24.00 3mE + 2.60% 21.00
D BBB- (sf) 27.00 3mE + 3.85% 14.25
E BB- (sf) 18.00 3mE + 6.59% 9.75
F B- (sf) 13.00 3mE + 8.89% 6.50
Sub notes NR 27.50 N/A N/A
*The ratings assigned to the class A-Loan and class A, B-1, and B-2
notes address timely interest and ultimate principal payments. The
ratings assigned to the class C, D, E, and F notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to 6mE when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.
6mE--Six-month Euro Interbank Offered Rate.
ARINI EUROPEAN IV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Arini European CLO IV DAC final ratings,
as detailed below.
Entity/Debt Rating
----------- ------
Arini European
CLO IV DAC
A XS2924035269 LT AAAsf New Rating
A-L LT AAAsf New Rating
B XS2924035426 LT AAsf New Rating
C XS2924035939 LT Asf New Rating
D XS2924036150 LT BBB-sf New Rating
E XS2924036317 LT BB-sf New Rating
F XS2924036580 LT B-sf New Rating
Sub notes XS2924036747 LT NRsf New Rating
Transaction Summary
Arini European CLO IV DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of unsecured
senior obligations, second-lien obligations, mezzanine obligations
and high-yield bonds. Net proceeds from the issuance of the notes
have been used to fund an identified portfolio with a target par of
EUR400 million. The portfolio is actively managed by Arini Capital
Management Limited. The CLO has a 4.5-year reinvestment period and
an 8.5-year weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor of the identified portfolio is
23.7.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 64.5%.
Diversified Portfolio (Positive): The transaction includes two
matrices corresponding to an 8.5-year WAL that are effective at
closing and two forward matrices corresponding to a 7.5-year WAL
that can be selected by the manager from one year after closing.
Each matrix set corresponds to two different fixed-rate asset
limits at 5% and 10%. All matrices are based on a top 10 obligor
concentration limit at 22.5%.
The transaction also has various portfolio concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a reinvestment
period of about 4.5-years and includes reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests and the Fitch 'CCC' bucket
limitation test, together with a WAL covenant that gradually steps
down. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would result in no rating impact on the
class A loan and the class A, B, C, D and E notes, and a downgrade
to below 'B-sf' for the class F notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B, D and E notes display a
rating cushion of two notches, and the class C and F notes have a
cushion of three notches. The class A notes and class A loan are at
the highest achievable rating and therefore have no rating
cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
three notches for the class A loan, class A, C and D notes, four
notches for the class B notes and to below 'B-sf' for the class E
and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would result in an upgrade of no more than four notches
across the structure, apart from the 'AAAsf' notes.
During the reinvestment period, upgrades, based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Arini European CLO
IV DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
BAIN CAPITAL 2017-1: Moody's Affirms B3 Rating on EUR10.5MM F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Bain Capital Euro CLO 2017-1 Designated Activity
Company:
EUR22,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aaa (sf); previously on Mar 25, 2024
Upgraded to Aa2 (sf)
EUR17,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Mar 25, 2024
Upgraded to A3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR206,500,000 (Current outstanding amount EUR65,937,200) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Mar 25, 2024 Affirmed Aaa (sf)
EUR31,500,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Mar 25, 2024 Affirmed Aaa
(sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Mar 25, 2024 Affirmed Aaa (sf)
EUR22,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Mar 25, 2024
Affirmed Ba2 (sf)
EUR10,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B3 (sf); previously on Mar 25, 2024
Downgraded to B3 (sf)
Bain Capital Euro CLO 2017-1 Designated Activity Company, issued in
October 2017, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Bain Capital Credit, Ltd. The transaction's
reinvestment period ended in October 2021.
RATINGS RATIONALE
The rating upgrades on the Class C and D Notes are primarily a
result of the significant deleveraging of the Class A Notes
following amortisation of the underlying portfolio since the last
rating action in March 2024.
The Class A Notes have paid down by approximately EUR59.4 million
(28.7% of original balance) since the last rating action in March
2024 and EUR140.6 million (68.1%) since closing. As a result of the
deleveraging, Class A/B, C and D over-collateralisation (OC) has
increased. According to the trustee report dated November 2024 [1]
the Class A/B, Class C and Class D ratios are reported at 166.7%,
139.4% and 123.4% compared to February 2024 [2] levels of 146.3%,
129.7% and 119.0% respectively.
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 affirmations on the ratings on the Class A, B-1, B-2, E and 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.
Key model inputs:
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: EUR191.9 million
Defaulted Securities: EUR9.2 million
Diversity Score: 41
Weighted Average Rating Factor (WARF): 3322
Weighted Average Life (WAL): 3.4 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.8%
Weighted Average Coupon (WAC): 4.5%
Weighted Average Recovery Rate (WARR): 44.1%
Par haircut in OC tests and interest diversion test: 3.3%
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.
CVC CORDATUS XXXIII: Fitch Assigns 'B-sf' Final Rating to F-2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XXXIII DAC final
ratings, as detailed below.
Entity/Debt Rating
----------- ------
CVC Cordatus Loan
Fund XXXIII DAC
A-1 Loan LT AAAsf New Rating
A-1 Note XS2925926714 LT AAAsf New Rating
A-2 XS2925926805 LT AAAsf New Rating
B-1 XS2925926987 LT AAsf New Rating
B-2 XS2925927449 LT AAsf New Rating
C XS2925927365 LT Asf New Rating
D XS2925927522 LT BBB-sf New Rating
E XS2925928256 LT BB-sf New Rating
F-1 XS2925928090 LT B+sf New Rating
F-2 XS2925928173 LT B-sf New Rating
Sub Notes XS2925928686 LT NRsf New Rating
Transaction Summary
The CVC Cordatus Loan Fund XXXIII DAC is a securitisation of mainly
(at least 90%) senior secured obligations with a component of
senior unsecured, mezzanine, second lien loans and high-yield
bonds. Notes proceeds have been used to purchase a portfolio with a
target par of EUR430 million. The portfolio is actively managed by
CVC Credit Partners Investment Management Limited (CVC) and the
collateralised loan obligation (CLO) has a reinvestment period of
4.6 years and an eight-year weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.1.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 59.6%.
Diversified Portfolio (Positive): The transaction includes two
matrices comprising a top 10 obligor concentration limit at 20% and
a fixed-rate asset limit of 10%; one effective at closing and
another one year after closing (or two years after if the WAL steps
up), provided the collateral principal amount (defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target par balance, among other things.
It has various concentration limits, including a maximum exposure
to the three largest Fitch-defined industries in the portfolio at
40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which is one year after closing.
The WAL extension is at the option of the manager and subject to
conditions including passing the collateral-quality,
portfolio-profile and coverage tests and the aggregate collateral
balance (defaulted obligations at their Fitch-calculated collateral
value) being at least at the target par.
Portfolio Management (Neutral): The transaction has a reinvestment
period of 4.6 years and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL for the Fitch-stressed
portfolio analysis is 12 months less than the WAL covenant. This is
to account for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period, which include passing
the coverage tests, the Fitch WARF test and the Fitch 'CCC' bucket
limitation test after reinvestment as well as a WAL covenant that
progressively steps down, before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to downgrades of no more than
one notch for the class B-1 to F-1 notes, to below 'B-sf' for the
class F-2 notes, and have no impact on the class A notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio the class F-1 notes display a rating
cushion of three notches. The class B-1, B-2, D, E and F-2 notes
have a cushion of two notches, the class C notes have a cushion of
one notch, while the class A notes have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches, except for
the 'AAAsf' notes.
During the reinvestment period, upgrades, based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. After the end of the reinvestment
period, upgrades may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for CVC Cordatus Loan
Fund XXXIII DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
FORTRESS CREDIT 2024-1: S&P Assigns Prelim 'B-' Rating to F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Fortress Credit Europe BSL 2024-1's class A, B-1, B-2, C, D, E, and
F notes. The transaction will also issue unrated subordinated
notes.
The preliminary ratings assigned to the notes reflect our
assessment of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,721.94
Default rate dispersion 510.87
Weighted-average life (years) 4.83
Weighted-average life extended to cover
the length of the reinvestment period (years) 4.83
Obligor diversity measure 107.11
Industry diversity measure 23.39
Regional diversity measure 1.13
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.11
Target 'AAA' weighted-average recovery (%) 37.11
Target weighted-average spread (%) 3.99
Target weighted-average coupon (%) 4.63
Rating rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.
S&P said, "At closing, we expect the portfolio to be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR450 million target par
amount, the covenanted weighted-average spread (3.85%), the
covenanted weighted-average coupon (4.50%), the covenanted
weighted-average recovery rate at the 'AAA' level (36.00%), and the
target weighted-average recovery rates calculated in line with our
CLO criteria for all the other classes of notes. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk to be sufficiently
mitigated at the assigned preliminary ratings."
Until the end of the reinvestment period on Jul. 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and compares that with the
current portfolio's default potential plus par losses to date. As a
result, until the end of the reinvestment period, the collateral
manager may through trading deteriorate the transaction's current
risk profile, if the initial ratings are maintained.
S&P said, "At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms to adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
to F notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
assigned to the notes. The class A notes could withstand stresses
commensurate with the rating level that we have assigned.
"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The preliminary portfolio's average credit quality, which is
similar to other recent CLOs.
-- S&P's model generated BDR at the 'B-' rating level of 25.01%
(for a portfolio with a weighted-average life of 4.83 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 4.83 years, which would result in a target default rate
of 14.97%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
S&P said, "Taking the above factors into account and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe that the assigned preliminary ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our preliminary ratings on European CLO transactions, we
have also included the sensitivity of the ratings on the class A to
E notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit (and or for some of these
activities revenue limits apply, or they cannot be the primary
business activity) assets from being related to certain activities.
These activities include, but are not limited to: The extraction of
thermal coal, controversial weapons, the production of or trade or
involvement in tobacco or tobacco products, hazardous chemicals and
pesticides, production or trade in endangered wildlife,
pornography, and payday lending. Accordingly, since the exclusion
of assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."
Fortress Credit Europe BSL 2024-1 is a cash flow CLO securitizing a
portfolio of primarily European senior secured leveraged loans and
bonds. The transaction will be managed by FCFE CM LLC.
Ratings list
Prelim. Prelim. Amount Credit
Class rating* (mil. EUR) Interest rate (%)§ enhancement (%)
A AAA (sf) 279.00 3mE + 1.45 38.00
B-1 AA (sf) 36.50 3mE + 2.30 27.00
B-2 AA (sf) 13.00 5.25 27.00
C A (sf) 25.875 3mE + 2.65 21.25
D BBB- (sf) 32.625 3mE + 3.74 14.00
E BB- (sf) 19.125 3mE + 6.67 9.75
F B- (sf) 14.625 3mE + 8.99 6.50
Subordinated NR 35.50 N/A N/A
*The preliminary ratings assigned to the class A, B-1, and B-2
notes address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C, D, E, and F notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate (EURIBOR).
PALMER SQUARE 2023-3: Fitch Assigns BB+sf Final Rating to E-R Notes
-------------------------------------------------------------------
Fitch has assigned Palmer Square European Loan Funding 2023-3 DAC
refinancing notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Palmer Square European
Loan Funding 2023-3 DAC
A XS2712134175 LT PIFsf Paid In Full AAAsf
A-R XS2934650610 LT AAAsf New Rating
B XS2712134332 LT PIFsf Paid In Full AA+sf
B-R XS2934650966 LT AA+sf New Rating
C XS2712134415 LT PIFsf Paid In Full A+sf
C-R XS2934651345 LT A+sf New Rating
D XS2712134506 LT PIFsf Paid In Full BBB+sf
D-R XS2934651774 LT BBB+sf New Rating
E XS2712134688 LT PIFsf Paid In Full BB+sf
E-R XS2934652236 LT BB+sf New Rating
Transaction Summary
Palmer Square European Loan Funding 2023-3 DAC is an arbitrage cash
flow collateralised loan obligation (CLO) that is being serviced by
Palmer Square Europe Capital Management LLC (Palmer Square). The
transaction has a static pool with a remaining weighted average
life of four years as of the November 2024 report date.
At the closing of the refinance, the class A-R, B-R, C-R, D-R and
E-R notes were issued at reduced margins compared with the existing
notes, and the refinancing proceeds have been used to pay down the
existing notes. The subordinated notes were not refinanced.
KEY RATING DRIVERS
'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors within the 'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolio is
24.3.
High Recovery Expectations (Positive): Senior secured obligations
and first-lien loans make up 98% of the portfolio. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the current portfolio is 64.5%.
Diversified Portfolio Composition (Positive): The largest three
industries comprise 34% of the portfolio balance, the top 10
obligors represent 12.2% of the portfolio balance and the largest
obligor represents 1.3% of the portfolio.
Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted.
Fitch's analysis is based on the current portfolio, which it
stressed downgrading all obligors with a Negative Outlook by one
notch, albeit floored at 'CCC-'. These obligors account for 8.3% of
the current portfolio. The WARF of the Fitch-stressed portfolio is
24.9.
Deviation from Model Implied Rating (MIR): The class B-R and C-R
notes are one notch below their model-implied ratings (MIR) to
reflect the Fitch-stressed portfolio's insufficient break-even
default-rate cushion at the MIRs.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would lead to a downgrade of up to two notches for the rated
notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.
Due to the better WARF of the current portfolio than the
Fitch-stressed portfolio and the deviation from their MIRs, the
class B-R, C-R, and D-R notes each display a rating cushion of one
notch.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR and a
25% decrease of the RRR across all ratings of the Fitch stressed
portfolio would lead to downgrades of up to two notches for the
rated notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to an
upgrade of up to three notches for the rated notes, except for the
'AAAsf' notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG CONSIDERATIONS
Fitch does not provide ESG relevance scores for Palmer Square
European Loan Funding 2023-3 DAC. In cases where Fitch does not
provide ESG relevance scores in connection with the credit rating
of a transaction, programme, instrument or issuer, Fitch will
disclose in the key rating drivers any ESG factor which has a
significant impact on the rating on an individual basis.
PALMER SQUARE 2024-3: Fitch Assigns 'BBsf' Final Rating to E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European Loan Funding
2024-3 Designated Activity Company notes final ratings, as detailed
below.
Entity/Debt Rating
----------- ------
Palmer Square European
Loan Funding 2024-3
Designated Activity
Company
Class A XS2921572231 LT AAAsf New Rating
Class B XS2921572314 LT AAsf New Rating
Class C XS2921573395 LT Asf New Rating
Class D XS2921572744 LT BBBsf New Rating
Class E XS2921572827 LT BBsf New Rating
Subordinated notes
XS2921573551 LT NRsf New Rating
Transaction Summary
Palmer Square European Loan Funding 2024-3 Designated Activity
Company is an arbitrage cash flow collateralised loan obligation
(CLO) that is being serviced by Palmer Square Europe Capital
Management LLC (Palmer Square). Net proceeds from the issuance of
the notes have been used to purchase a static pool of primarily
secured senior loans and bonds, with a target par of EUR450
million.
KEY RATING DRIVERS
'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors in the 'B' category. The Fitch weighted
average rating factor (WARF) of the current portfolio is 24.
High Recovery Expectations (Positive): Senior secured obligations
and first-lien loans make up 97% of the portfolio. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the current portfolio is 64.6%.
Diversified Portfolio Composition (Positive): The largest three
industries comprise 35.1% of the portfolio balance, the top 10
obligors represent 10.1% of the portfolio balance and the largest
five obligors represent 5.6% of the portfolio.
Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted. Its
analysis is based on the current portfolio, which Fitch stressed by
notching down all obligors with a Negative Outlook by one level
(floored at CCC-). These obligors represent 3.5% of the current.
The WARF of the Fitch-stressed portfolio is 24.4.
Deviation from Model-Implied Rating (MIR): The class B, C, D and E
notes are one notch lower than their MIRs. This reflects the
insufficient break-even default rate cushion for the Fitch-stressed
portfolio at their MIRs, particularly in view of current uncertain
macro-economic conditions.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would lead to a downgrade of up to two notches for the rated
notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better WARF of the current portfolio than the
Fitch-stressed portfolio and their deviation from their MIRs, the
class B, C, D and E notes display a rating cushion of one notch.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR and a
25% decrease of the RRR across all ratings of the Fitch-stressed
portfolio would lead to downgrades of up to two notches for the
rated notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to an
upgrade of up to four notches for the rated notes, except for the
'AAAsf' rated notes.
Upgrades may result from a stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Palmer Square
European Loan Funding 2024-3 Designated Activity Company.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
=========
I T A L Y
=========
ASSET-BACKED EUROPEAN: DBRS Rates Class X Notes Prov. B(low)
------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes (collectively, the Notes) to be issued
by Asset-Backed European Securitization Transaction Twenty-Five
S.r.l. (the Issuer):
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (low) (sf)
-- Class C Notes at (P) A (sf)
-- Class D Notes at (P) BBB (sf)
-- Class E Notes at (P) BB (high) (sf)
-- Class M Notes at (P) CCC (sf)
-- Class X Notes at (P) B (low) (sf)
The provisional credit rating on the Class A Notes addresses the
timely payment of scheduled interest and the ultimate repayment of
principal by the final maturity date. The provisional credit
ratings on the Class B, Class C, Class D, Class E, and Class M
Notes address the ultimate payment of scheduled interest (timely
when they are the most senior class of notes outstanding) and the
ultimate repayment of principal by the final maturity date. The
provisional credit rating on the Class X Notes addresses the
ultimate payment of scheduled interest and the ultimate repayment
of principal by the final maturity date.
CREDIT RATING RATIONALE
The transaction represents the issuance of Notes backed by a pool
of auto loan receivables related to standard, amortizing auto loan
contracts granted to private consumers and legal persons residing
or incorporated in the Republic of Italy for the purchase of new
and used passenger cars, granted by CA Auto Bank S.p.A. (CAAB; the
Originator or the Servicer). Only the Class A Notes to Class M
Notes are collateralized, while the Class X Notes are expected to
be issued to fund the cash reserve at closing.
Morningstar DBRS' provisional credit ratings 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 expected to be issued;
-- The credit quality of CAAB's portfolio, the characteristics of
the collateral, its historical performance, and Morningstar
DBRS-projected behavior under various stress scenarios;
-- CAAB's capabilities with respect to originations, underwriting,
servicing, and its position in the market and financial strength;
-- The operational risk review of CAAB, which Morningstar DBRS
deems to be an acceptable Servicer;
-- The transaction parties' financial strength with regard to
their respective roles;
-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal Criteria for European Structured
Finance Transactions" methodology;
-- The expected consistency of the transaction's hedging structure
with Morningstar DBRS' "Derivative Criteria for European Structured
Finance Transactions" methodology; and
-- Morningstar DBRS' sovereign credit rating on the Republic of
Italy, currently at BBB (high) with a Positive trend.
TRANSACTION STRUCTURE
The transaction will amortize on a fully sequential basis until the
sixth payment date falling in July 2025. Following the initial
sequential amortization period, and subject to no sequential
redemption event triggers being breached, the Class A Notes to
Class M Notes will amortize on a pro rata basis. Sequential
redemption events include, among others, the breach of
performance-related triggers as well as the termination of the
Servicer's appointment. The Class X Notes are only redeemed through
available excess spread.
The Class A Notes to Class E Notes benefits benefit from a fully
funded, nonamortizing cash reserve equal to 1.1% of the Class A
Notes to Class E Notes' initial balance. The cash reserve is
available to cover shortfalls in senior fees and expenses and
interest payments on the Class A Notes to Class E Notes and
provides ultimate credit enhancement to the Class A Notes to Class
E Notes.
The transaction benefits from a hedging structure to protect the
Issuer against interest rate risk arising from the mismatch between
the interest payable on the fixed-rate loans in the portfolio and
the floating rate associated with the coupon on the Notes.
COUNTERPARTIES
The Bank of New York Mellon SA/NV - Milan Branch (BNYM) has been
appointed as the Issuer's account bank for the transaction.
Morningstar DBRS has a Long-Term Senior Debt and a Long-Term
Deposits rating of AA (high) on BNYM and considers BNYM to meet the
relevant criteria to act in this capacity. The transaction
documents contain downgrade provisions relating to the account bank
consistent with Morningstar DBRS' criteria.
CAAB has been appointed as the swap counterparty for the
transaction, and Crédit Agricole Corporate & Investment Bank
(CACIB) has been appointed as standby swap counterparty for the
transaction. Morningstar DBRS privately rates CAAB and CACIB. If
CAAB fails to make any due payment under its swap agreement, CACIB
will replace CAAB as the swap counterparty on the following payment
date, and the existing swap transaction with CAAB will terminate.
In exchange, CACIB will receive an intermediation fee. The hedging
and standby hedging documents contain downgrade provisions
consistent with Morningstar DBRS' criteria.
Notes: All figures are in euros unless otherwise noted.
CASSIA 2022-1: DBRS Confirms BB Rating on Class C Notes
-------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the following
commercial mortgage-backed security notes issued by Cassia 2022-1
S.R.L. (the Issuer):
-- Class A at AA (low) (sf)
-- Class B at BBB (high) (sf)
-- Class C at BB (sf)
All trends are Stable.
The credit ratings address the timely payment of interest and
ultimate payment of principal on or before the legal final maturity
date.
CREDIT RATING RATIONALE
The credit rating confirmations reflect the transaction's stable
performance over the last 12 months. The loans securing the
transaction are performing in line with the provisions of the
facility agreements, and no breach of any of the cash trap covenant
thresholds has been reported to date.
The transaction is a conduit securitization arranged by Bank of
America Europe DAC (BofA; the vertical risk retention VRR lender)
and Goldman Sachs International that comprises two separate
commercial real estate (CRE) senior loans (the Thunder II loan and
the Jupiter loan) advanced to borrowing entities ultimately owned
by The Blackstone Group Inc. (the Sponsor). The transaction was
originated in April 2022.
The purpose of the loans was to refinance the existing indebtedness
of the related borrowers. In particular, the Thunder II borrower is
an Italian closed-end real estate investment fund (REIF) whereas
the Jupiter loan borrowers include an Italian REIF, the Jupiter
Fund, and two limited liability companies, Mileway Italy 2021 Bidco
S.r.l. and Bracchi Immobiliare Logistica S.r.l., which merged in
July 2022.
The two loans, totaling EUR 236.4 million as of the November 2024
interest payment date (IPD), are backed by 42 big-box and last-mile
logistics properties across Italy. The loans are interest only, and
no prepayment has occurred since the loans' utilization date. Based
on the most recent valuations prepared by CBRE Limited (CBRE), the
appraised value of the portfolio under special assumption
(single-lot sale) was EUR 410.1 million as of 1 July 2024, up from
EUR 400.5 million in July 2023 and from EUR 396.2 million as of 1
October 2021. This resulted in a weighted-average (WA)
loan-to-value ratio (LTV) of 57.6%, down from 59.0% at the last
annual review and from 59.9% at origination.
According to the servicer's reporting as of August 2024 IPD, the WA
debt yield (DY) slightly increased to 10.9% from 10.8% at the last
annual review, and from 8.6% at the cut-off date. In addition, the
net rental income (NRI) generated by the pool improved to EUR 25.8
million, up 1.5% from EUR 25.5 million at the last annual review
and 22.1% from EUR 21.2 million at the cut-off date. Morningstar
DBRS noted an increased vacancy rate to 16.4% from 6.3% in August
2023, mainly driven by the Thunder II portfolio's vacancy. However,
the pool's WA lease term (LT) to expiry remained unchanged at 9.7
years compared with the cut-off figure, with improved rent per
square meter, especially for the Thunder II portfolio where the
WALT to expiry increased to 10.9 years from 9.2 years at the last
annual review and up from 9.7 years at issuance, indicating that
the business plan of reversionary rent uplift is underway.
The Thunder II loan is larger by loan amount, accounting for 69.4%
of the entire pool with an outstanding balance of EUR 164.0 million
whereas the Jupiter loan accounts for 30.6% of the pool with an
outstanding balance of EUR 72.4 million.
Each loan bears interest at a floating rate equal to three-month
Euribor (subject to zero floor), plus a margin that is a function
of the WA of the aggregate interest amounts payable on the notes.
As of the last payment date in November 2024, the margin was
3.1763% per annum. The interest rate risk is fully hedged by a
prepaid cap provided by Merrill Lynch International in May 2024
with a strike rate of 1.5% for the Thunder II loan and 2.0% for the
Jupiter loan. The interest rate cap agreements terminate in May
2025 and are expected to be renewed annually for the remaining term
of the loans. Both the senior loans mature in May 2027, which is
five years after the cut-off date with no extension options.
The Thunder II loan is secured by 20 logistics assets let to 19
tenants as of the August 2024 IPD. The properties are located in
the Northern and Central regions of Italy. In July 2024, CBRE
revalued the assets at EUR 284.8 million, up from EUR 275.6 million
at the last annual review and EUR 275.3 million at the cut-off date
in October 2021. As of the August 2024 IPD, the top five tenants
represented 56.3% of the Thunder II portfolio NRI of EUR 16.3
million. Morningstar DBRS maintained its cut-off underwriting
assumptions of net cash flow (NCF) at EUR 11.7 million and a cap
rate of 6.5%, equating to a Morningstar DBRS Value of EUR 178.9
million, which represents a haircut of 37.2% to the most recent
CBRE appraised value. The Morningstar DBRS LTV and DY are 91.7% and
7.1%, respectively.
The Jupiter loan is secured by 22 logistics assets let to 36
tenants as of the August 2024 IPD. The properties mainly surround
Milan. In July 2024, CBRE revalued the assets at EUR 125.4 million,
slightly up from EUR 124.9 million at the last annual review and
EUR 120.9 million at the cut-off date. As of the August 2024 IPD,
the top five tenants represented 70.0% of the Jupiter portfolio NRI
of EUR 9.5 million. Morningstar DBRS maintained its cut-off
underwriting assumption of NCF at EUR 5.7 million and a cap rate of
6.7%, equating to a Morningstar DBRS Value of EUR 85.8 million,
which represents a haircut of 31.6% to the most recent CBRE
appraised value. The Morningstar DBRS LTV and DY are 84.3% and
7.9%, respectively.
The Sponsor can dispose of any assets securing the loans by
repaying a release price of 100% of the allocated loan amount (ALA)
up to the first-release price threshold, which equals 10% of the
portfolio valuation. Once the first-release price threshold is met,
the release price will be 105% of the ALA up to the second-release
price threshold, which equals 20% of the portfolio valuation. The
release price will be 110% of the ALA thereafter. Following a
permitted structural change, the release price will be 115% of the
ALA.
For the purpose of satisfying the applicable risk retention
requirements, BofA advanced a EUR 6.2 million loan (the VRR Loan)
to the Issuer on the closing date and Goldman Sachs Bank Europe SE
(the VRR noteholder) subscribed to EUR 6.2 million in the notes
(the VRR notes and, together with the VRR Loan, the VRR
Instruments) issued on the closing date. As at the closing date,
the aggregate principal amount of the VRR Instruments was EUR 12.4
million.
At issuance, the liquidity reserve stood at EUR 11.5 million.
Following the erroneous release of EUR 1.8 million occurring at the
August 2022 IPD, the Issuer's transaction documents were amended to
allow the rebalancing of the required liquidity reserve amount. The
amendment includes (1) surplus in the interest paid on the senior
loans to be applied on each IPD to top up the Issuer liquidity
reserve to the corrected required amount (rebalanced amount) and,
(2) where a (voluntary or mandatory) prepayment on a senior loan
occurs, an amount equal to the then-remaining rebalancing amount to
be deducted from note principal receipts and also applied to top up
the Issuer liquidity reserve.
At the November 2024 IPD, the outstanding balance of the liquidity
reserve amount stood at EUR 10.3 million, providing for 15.6 months
of interest shortfall coverage based on WA cap strike rate of 1.7%
and approximately 10.2 months based on the 4.0% Euribor cap after
the scheduled notes' maturity.
The final legal maturity of the notes falls in May 2034, providing
a tail period of seven years from the loans' maturity. If
necessary, Morningstar DBRS believes that this provides sufficient
time to enforce the loan collateral and repay the bondholders,
given the security structure and jurisdiction of the underlying
loan.
Notes: All figures are in euros unless otherwise noted.
FLOS B&B ITALIA: Moody's Affirms B2 CFR, Rates New Secured Notes B2
-------------------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and
B2-PD probability of default rating of the Italian high-end
lighting and furniture company Flos B&B Italia S.p.A. (FBB Group or
the company). Moody's have also affirmed the B2 instrument rating
on the company's EUR425 million existing backed senior secured
fixed rate notes due November 2028. Concurrently, Moody's assigned
a B2 rating to the proposed five-year EUR470 million backed senior
secured floating rate notes, to be issued by FBB Group. The outlook
remains stable.
The proposed transaction is leverage neutral as the proceeds from
the issuance will be used to fully repay the EUR470 million of
existing senior secured floating rate notes due May 2026, as well
as related transaction fees.
Moody's expect the existing senior secured floating rate notes to
be repaid upon closing of the refinancing transaction. As a result,
Moody's will withdraw the existing B2 rating on these instruments
later. They are unaffected by this rating action.
RATINGS RATIONALE
The rating affirmation follows FBB Group's proposed refinancing of
its existing EUR470 million senior secured floating rate notes due
May 2026 with new five-year backed senior secured floating rate
notes of the same amount. While leverage neutral, the proposed
transaction is credit positive because it pushes the maturity wall
of around half of its financial debt to 2029.
The rating action also reflects Moody's expectation that FBB
Group's credit metrics will remain commensurate with the B2 rating
level over the next 12-18 months, despite the soft consumer demand
over the past few quarters which has resulted in a temporarily weak
operating performance year-to-date.
FBB Group has experienced a 6% decrease in sales over the last
twelve months (LTM) ending September 2024 driven by continued soft
volumes across all geographies, following a 7% decline in the year
ending December 2023. However, starting from the third quarter of
2024, Moody's have observed a narrowing gap in sales performance
compared to the same period in 2023, on the back of a positive
order trend that Moody's expect to extend into 2025. Moody's
estimate that FBB Group's EBITDA in 2024, as adjusted by Moody's,
will be only moderately lower than the prior year thanks to cost
savings and the company's relatively flexible cost structure,
leading to a Moody's adjusted leverage slightly above 6x (compared
to 6.3x in the LTM to September 2024).
Moody's expect FBB Group's top line and earnings will be back to
growth in 2025 as macroeconomic conditions and consumer confidence
progressively improve across Europe, the US and Asia-Pacific. As a
result, according to Moody's forecasts, the company's credit
metrics have potential to fall within the boundaries defined for
its B2 rating, with its Moody's adjusted gross debt to EBITDA ratio
trending below 6x over the next 12-18 months, and positive free
cash flow (FCF).
While EBIT margins have remained solid in the mid-teens
percentages, higher interest rates since 2023 have weakened FBB
Group's interest coverage as well as its historically good FCF
generation, making the company more weakly positioned in the rating
category than it was two years ago. According to Moody's forecasts,
and pro-forma for the refinancing transaction, the Moody's adjusted
EBIT to interest expense ratio for FBB Group will be around 1.3x
over the next 12-18 months, compared with an average of 1.8x
between 2019 and 2022. Moody's expect adjusted FCF to remain
positive at around EUR20-25 million annually going forward, as
lower commitments under its future capex plan, ongoing procurement
savings and working capital discipline will partially offset the
impact of higher interest costs.
The B2 CFR is supported by the company's large brand portfolio, its
leading positions globally in the niche high-end design furniture
market, good liquidity, and the track record of earnings growth
both organically and via acquisitions with high profit margins.
The rating is however constrained by the group's exposure to
discretionary consumer spending, its moderate size in a highly
fragmented industry, its reliance on external designers for new
products to remain competitive, and M&A risk, which can slow down
leverage reduction and affect the good liquidity.
LIQUIDITY
Pro-forma for the proposed refinancing transaction, FBB Group's
liquidity is good, with about EUR55 million in cash and EUR145
million available from its revolving credit facility (RCF) as of
September 30, 2024. These resources are well-suited to cover its
future cash needs for the next 12-18 months, including annual
capital expenditures of approximately EUR40- EUR43 million
(accounting for IFRS 16) and moderate working capital requirements.
The company's working capital demands are typically modest due to
its made-to-order product model and distribution mainly through
wholesalers. While the benefit from reducing inventory levels will
reduce and normalize by 2025, the company is set to settle a EUR20
million deferred payment for its 2022 acquisition of Audo in early
2025.
The RCF contains a springing financial covenant defined as super
senior net debt/EBITDA of 2.5x (tested when drawn amounts less
company's cash holdings at quarter-end are greater than 40% of
committed RCF amounts), which, if not met, would stop any
incremental drawing under the facility. With the refinancing of its
existing notes due May 2026, the company has moved forward its debt
maturity wall to 2028 and 2029, when the fixed rate and the new
floating rate notes, respectively, will mature.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Moody's expectation that topline
organic growth will regain momentum, driven by a stronger order
backlog, with profitability remaining solid. The outlook also
assumes that over the next 12-18 months, Moody's-adjusted leverage
for FBB Group will remain below 6.0x and liquidity will be good,
supported by positive FCF, albeit below historical levels, and a
prudent approach towards acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade FBB Group's ratings if it achieves strong
top-line and earnings growth, both organically and via
acquisitions, leading to Moody's-adjusted gross debt/EBITDA
trending towards 4.5x and Moody's-adjusted EBIT interest cover
ratio remaining sustainably above 2.5x. A rating upgrade would also
require the company to maintain a Moody's-adjusted EBIT margin in
the high-teen percentages, as well as good liquidity, supported by
consistently positive FCF and a prudent approach towards M&A.
Moody's could downgrade FBB Group's ratings if its operating
performance deteriorates significantly as a result of persistently
weak consumer demand or high integration costs from M&A.
Quantitatively, the ratings could be downgraded if its
Moody's-adjusted EBIT margin declines towards the low-teen
percentages and Moody's-adjusted gross debt/EBITDA continues to
remain around 6.0x. A downgrade could also occur if liquidity
weakens and the company adopts a more aggressive financial policy,
with a more dynamic acquisition strategy in excess of FCF.
STRUCTURAL CONSIDERATIONS
The B2 rating of the proposed new five-year EUR470 million backed
senior secured floating-rate notes and the EUR425 million backed
senior secured fix-rate notes due November 2028 is in line with the
CFR, to reflect that they represent the majority of the company's
debt structure. According to Moody's Loss Given Default for
Speculative-Grade Companies (LGD) methodology, the B2 CFR is
aligned with the B2-PD probability of default rating, based on an
assumed recovery rate of 50%, as customary for transactions that
include both bonds and bank debt.
The EUR145 million super senior RCF ranks ahead of the notes
because it benefits from a priority call on the security package
but the size of the RCF is not significant enough to warrant a
notching of the bonds below the CFR according to Moody's LGD
methodology.
Both the RCF and the notes benefit from guarantees from main
operating companies (representing over 80% of the group's EBITDA),
and are secured on the shares of the issuer, guarantors and
substantial subsidiaries, including the target companies; certain
intercompany receivables; and bank accounts. Moody's typically view
debt with this type of security package to be akin to unsecured
debt.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
COMPANY PROFILE
Flos B&B Italia S.p.A. was created from the combination of three
high-end design companies: Flos, a leading Italian high-end
lighting manufacturer; B&B Italia, a leading Italian high-end
furniture company; and Louis Poulsen, a leading Danish high-end
lighting company. In the last twelve months (LTM) ended September
2024, FBB Group generated EUR764 million in revenue and around
EUR192 million in EBITDA as adjusted by the company, that is,
before non-recurring costs. During 2021 and 2022, FBB Group
acquired Lumens (YDesign Group) and Audo (Designers Company), and
signed a license agreement with Fendi Casa. The pro forma combined
sales contribution of these brands was EUR165 million in 2023,
compared to EUR170 million in the LTM to September 2024.
Following the LBO completed in late 2018, the group is owned by the
Carlyle Group, Investindustrial, certain management and certain
third parties investor.
FLOS B&B ITALIA: S&P Rates Senior Secured Floating-Rate Notes 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '3' recovery
rating to the EUR550 million senior secured floating-rate notes,
due 2029, set to be issued by Italy-based global high-end lighting
and furniture company Flos B&B Italia SpA. The '3' recovery rating
indicates our expectation of meaningful recovery (50%-70%; rounded
estimate: 55%) in the event of a default.
S&P said, "The transaction is leverage neutral with no impact to
our existing issuer credit rating and outlook on Flos B&B Italia
(B/Stable/--). The company will use the issuance proceeds to fully
repay its existing EUR470 million floating-rate notes due in 2026
and to partially repay the EUR425 million fixed-rate notes due in
2028. Estimated transaction costs will be about EUR12 million and
will be funded with either cash on the balance sheet or drawing on
its existing EUR145 million super senior revolving credit facility
(RCF) due in 2028. Pro-forma the issuance, the company is expected
to have about EUR47 million cash on the balance sheet, and EUR128
million available under its RCF after payment of transaction fees,
taxes, and interests. At year-end 2024, pro-forma the transaction,
we expect Flos B&B Italia's S&P Global Ratings-adjusted debt to be
about EUR1.03 billion, including EUR550 million under the new
proposed issuance, EUR361 million fixed-rate notes due in 2028,
about EUR80 million-EUR85 million of lease liabilities, and about
EUR40 million other liabilities.
"Under our updated base case, we anticipate that S&P Global
Ratings-adjusted debt to EBITDA will be close to 6.0x at year-end
2024 and gradually improve to 5.3x-5.8x the following year, from
6.1x in fiscal year 2023 (ending Dec. 31, 2023.
"We forecast total annual revenue decline of 1%-2% for the
full-year 2024 with the sequential recovery in volumes the second
part of the year partially offsetting the softness registered in
the first half of 2024. We understand that the fourth quarter of
2024 is expected to experience the same positive trend posted in
the third quarter, when group sales increased by 2% helped by the
positive contribution from all distribution channels except for the
contract channel.
"For 2025, we estimate organic revenue growth of 2%-3% based on the
good visibility provided by the company's order book (close to
EUR800 million for the 12 months to third-quarter 2024) with order
numbers recovering faster than the top-line. We estimate that the
S&P Global Ratings-adjusted EBITDA margin for 2024 and 2025 will
remain broadly stable or slightly improve to the 22.0%-22.5%, up
from 21.8% in 2023. We believe that some tailwinds on
profitability--such as lower inflation costs, reduction of one-off
items, and some cost saving measures--will be offset by the
negative product mix, with emerging brands (accounting for about
20%-25% of total sales) expanding faster than the more profitable
core brands.
"Finally, we believe that the company annual FOCF (before leases)
for next 18-24 months should remain resilient in the EUR40 million
- EUR50 million range also supported by a general reduction of
capital investments (estimated at 4% of annual sales going forward)
after the peak in the past couple of years due to expansion in
direct-to-consumer (DTC) channel (accounting for 50%-55% of total
sales) with investments in e-commerce platform, new store openings,
and license developments."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P rates the senior secured EUR550 million floating-rate notes
'B' with a recovery rating of '3'. This reflects its expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in a
default scenario.
-- Prior-ranking liabilities, for example the super senior EUR145
million RCF, and the weak security package--including share
pledges, material bank accounts, and issuer receivables--constrain
the recovery rating.
-- In S&P's hypothetical default scenario, it envisages increased
competition and a cut in discretionary spending, in line with
deteriorating economic conditions.
-- Due to its premium price positioning, iconic product portfolio,
and sound relationships with designers and architects, S&P values
Flos B&B Italia as a going concern.
Simulated default assumptions
-- Year of default: 2027
-- Jurisdiction: Italy
Simplified waterfall
-- Emergence EBITDA: Approximately EUR130 million
-- Capital expenditure: About 3% of the three years' annual pro
forma average sales
-- Cyclical adjustment: 5%, in line with our standard assumptions
for the industry.
-- Operational adjustment: 5%
-- Multiple: 5.5x
-- Gross recovery value: About EUR720 million
-- Net recovery value for waterfall after administrative expense
(5%): approximately EUR685 million
-- Estimated priority claims: about EUR128 million
-- Estimated first-lien debt claims: approximately EUR954 million
--Recovery range: 50%-70% (rounded estimate 55%)
--Recovery rating: 3
Note: This is a simulated default scenario. All debt amounts
include six months of prepetition interest that we assume to be
outstanding at default. The RCF is assumed to be 85% drawn at
default.
=====================
N E T H E R L A N D S
=====================
IGT LOTTERY: Fitch Keeps 'BB+' LongTerm IDR on Watch Positive
-------------------------------------------------------------
Fitch Ratings has maintained the 'BB+' Long-Term Issuer Default
Ratings (IDRs) of International Game Technology plc and IGT Lottery
Holdings B.V. (IGTBV) (collectively, IGT) on Rating Watch Positive
(RWP). This action follows the sale of its Gaming & Digital
segment, which will be combined with Everi Holdings Inc., to Apollo
Global Management, Inc. for $4.05 billion in gross cash proceeds.
Fitch has also affirmed IGT's senior secured debt at 'BBB-' with a
Recovery Rating of 'RR2'.
The RWP reflects the creation of a pure play lottery business,
which will retain predictable and resilient cash flows, along with
a simplified capital structure and net EBITDA leverage below 3.0x
at closing, expected in 3Q25.The standalone lottery business and
IGT's current NYSE ticker will be renamed at a later date.
Fitch expects to resolve the RWP upon completion of the
transaction, which will take longer than six months.
Key Rating Drivers
Standalone Lottery Business: IGT's pure play on the lottery
business (RemainCo) benefits from strong market penetration (~90%
market share in Italy and ~75% in the U.S.), longstanding customer
relationships primarily with governments, long-term contracts with
recurring revenue and robust renewal rates. The RemainCo will be
resilient and less prone to recessionary headwinds and economic
shocks, considering it exhibits favorable characteristics such as
less cash flow volatility, stable low-to-mid single-digit growth
rates, and higher profit margins.
The lottery industry is also less exposed to competitive threats,
benefitting from significant barriers to entry due to high
regulatory oversight and capital intensity, while enjoying strong
tailwinds from iLottery adoption, considering it appears to expand
the player base (including the ability to reach younger
generations). Moreover, the industry has exhibited positive
spend-per-capita trends even during periods of dislocation, despite
meaningful casino development over the last 20 years, including in
states that have legalized traditional casino gaming.
Divestitures Drive Debt Paydown: The RemainCo has committed to
allocate $2 billion to pay down its existing debt, in part the term
loan along with other instruments at management's discretion, which
would maintain Fitch-defined EBITDA leverage (i.e. EBITDA adjusted
for dividends paid to minorities) at around 3.5x upon close (or
between 2.0x-2.5x on a net cash basis). The company does not have
any near-term debt maturities after the expected debt paydown, with
the earliest being 2026.
The lottery business has considerable periodic cash demands
including upfront license renewal fees, renewals and extensions of
contracts, which, along with the development of the lottery
terminals, reduce FCF. Upcoming capex is expected to increase due
to the maturity of the Italian Lotto contract in November 2025,
whose upfront renewal cost Fitch assumes to be partially funded by
a draw on the revolver along with a new medium-term bond, and some
key U.S. renewals in 2026.
Industry Leader: IGT is a market leader in lottery technology and
services, primarily earning revenue from draw games and instant
tickets, and competes with Scientific Games and Intralot. It
contracts with around 40 U.S. jurisdictions, including Texas, New
York, and New Jersey, and holds a strong market position in Italy.
While contracts require renewals, IGT typically retains them
through strong performance and value-added services. Recently, it
secured long-term extensions in North Carolina, California, and
Lithuania and won new contracts in Colorado and Atlantic Lottery
Corporation.
Considerable Cash Demands: The lottery business has significant
periodic cash demands. Fitch expects FCF to be negative over the
next two years after upfront license renewal fees, which will be
partly covered by a revolver draw and new bond issuance, due to the
upcoming maturity of the around EUR1 billion Italian Lotto contract
in 2025, followed by key renewals in New York and Texas in 2026,
though the latter are smaller and do not require lump-sum payments.
The lottery segment is a strong FCF generator, historically
contributing about 80% to IGT's operations.
Recurring Revenues: About 95% of the standalone lottery business
revenue will be recurring in nature, up from 80% pre-transaction,
providing predictable and sustainable cash flows. Relationships
tend to be governed by long-term contracts and will continue to be
diversified across business models, products, and customers. The
termination of, or failure to renew or extend, its contracts, which
are awarded through competitive procurement processes, could place
the company at a competitive disadvantage. However, the lottery
business has successfully converted most of its top 10 incumbent
contract re-bids.
Parent Subsidiary Linkage: Fitch applies the strong subsidiary/weak
parent approach under its Parent and Subsidiary Linkage Rating
Criteria. Fitch views the linkage as strong across IGT's entities
given the openness of access and control by the parent and relative
ease of cash movement throughout the structure. Fitch views the
entities on a consolidated basis, and the ratings are linked.
Derivation Summary
IGT has a similar credit profile to Light & Wonder Inc. (LNW;
BB/Stable), despite slightly higher leverage thanks to meaningful
lottery exposure, which can withstand higher leverage as lottery
business tends to be resilient and less prone to recessionary
headwinds and economic shocks, resulting in stable low-to-mid
single-digit growth rates, and higher profit margins. LNW's net
EBITDA leverage target band of 2.5x-3.5x and solid expected FCF
margin position it well.
Aristocrat Leisure Limited (ALL; BBB-/Positive) is rated one-notch
higher, reflecting its strong business profile as a global gaming
supplier and low gross leverage (target net EBITDA leverage of
1.0x-2.0x), appropriate for a low-investment-grade issuer. ALL has
also made an accelerated and concerted push into the online real
money gaming space, while maintaining its leading position in
social casino and casual gaming genres.
On the other hand, Everi Holdings Inc. (EVRI; BB-/RWP) is rated two
notches lower due to the slot supplier and cash services provider's
smaller size and integration risks of newly-acquired companies.
IGT is stronger than its lottery peers - Scientific Games Holdings
LP (B/Stable); Intralot S.A. (CCC+); and Allwyn International a.s.
(BB-/Stable). Scientific Games has meaningfully higher leverage (in
the 7.0x range), while Intralot has a complex capital structure
which has the potential for high refinancing risk along, and Allwyn
where high dividend payments to affiliates put pressure on its
deleveraging trajectory.
Key Assumptions
- Transaction closes in 3Q25;
- 2024 Lottery sales decline marginally due to a decline in
multi-state jackpot revenue from lower jackpot activity and a
normalization of product sales from the high watermark last year.
Sales improve modestly in the low single-digit range thereafter,
primarily helped by a price increase in the instant ticket category
(Mega Millions), new product sales and some recovery in the jackpot
activity;
- 2024 EBITDA margin contracts around 200bps for the RemainCo, in
part due to jackpot dynamics and product sales with a different
mix. Thereafter, margin expands slowly and approaches 47% over its
forecast period due to recent initiatives to right-size the
organization and potentially additional cost saving initiatives;
- Capital commitments remain elevated over the next two years due
to a potentially successful re-bid of the around EUR1 billion
Italian Lotto contract, and key renewals/extensions in New York and
Texas , resulting in negative FCF margin. Thereafter, the margin
reverts to high single digits as the capex heavy cycle cools and
normalizes in the $200-$250 million annual range;
- Gross debt declines by $2 billion upon closing in 3Q25, split
across the term loan and various notes with upcoming maturities.
However, Fitch also assumes that a part of the upfront cost to
renew the Italian Lotto contract will be part funded via a revolver
draw and a new medium-term note at the IGTBV level. Subsequently,
Fitch assumes notes with ensuing maturities will be refinanced as
they come due;
- Fitch assumes capital allocation from the remaining sale proceeds
to be largely directed towards shareholder returns, primarily share
repurchases over a period of several months, and general corporate
purposes;
- Base interest rates assumptions reflect the current SOFR curve.
Recovery Analysis
Fitch applies the generic approach for issuers in the 'BB' rating
category and equalizes the IDR and unsecured debt instrument
ratings when average recovery prospects are present, as per the
Corporates Recovery Ratings and Instrument Ratings Criteria, as
issuers rated 'BB-' and above are too far from default for a
credible default scenario analysis to be generated, and would
likely generate Recovery Ratings that are too high across all
instruments. Where an RR is assigned, the generic approach reflects
the relative instrument rankings and their recoveries, as well as
the higher EV of 'BB' ratings in a generic sense for the most
senior instruments.
Considering the IDR of 'BB+', the Category 2 first lien senior
secured debt is notched one level to 'BBB-'/'RR2'. The 'RR2' for
IGT's secured debt reflects its designation as a Category 2 first
lien under the Country-Specific Treatment of Recovery Ratings
Criteria as Fitch applies caps in a number of jurisdictions, given
the instruments are issued by non-US based borrowers and material
cash flows and assets will continue to be generated outside of the
U.S. for the standalone lottery segment (39% in Italy, 13% Rest of
World, and the remaining 48% in U.S. and Canada).
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch expects to resolve the RWP upon completion of the
contemplated transaction under the proposed terms.
Independent of the Transaction
- EBITDA leverage declining below 3.5x;
- Stable or growing slot share, particularly in North America;
- New adjacencies (i.e. iLottery and Digital) achieving meaningful
scale faster-than-anticipated.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustaining above 4.0x;
- The loss of a material lottery contract(s), meaningful market
share erosion, or a weakening of underlying lottery fundamentals.
Meaningful, debt-funded upfront payments for lottery concessions
could also affect the rating if not coupled with a credible
de-levering strategy;
- Slots business suffering from market share loss or the
deterioration of operating fundamentals.
If the secured notes and term loan are rated investment-grade by
certain combinations of rating agencies, the collateral would fall
away. If this were to transpire, the secured debt would be rated on
par with the IDR and receive no upward notching.
Liquidity and Debt Structure
At Sept. 30, 2024, IGT had $501 million in unrestricted cash and
$1.4 billion in additional borrowing capacity under its partially
drawn revolving facilities, both of which mature in July 2027,
compared with a scheduled debt repayment of EUR200 million per
annum for its term loans maturing in January 2027.
Fitch projects FCF margin to remain healthy in the high single
digits in 2024 but turn sharply negative in 2025 and 2026 due to
the heavy capex schedule directed towards renewing its Italian and
U.S. contracts, before turning positive once again from 2027. IGT's
capital structure, which is currently fully secured, does not have
any meaningful near-term maturities until its set of 2026 bonds.
Upon closing of the transaction in late 2025, Fitch estimates the
RemainCo will have about $500 million in cash and sufficient
availability under its new revolver, which is expected to be
downsized by about 20%, to fund capex requirements for the lottery
re-bids.
Issuer Profile
IGT is a leader in gaming across the lottery, gaming machines, and
digital channels, and provides an integrated portfolio of gaming
technology products and services. It is the world's largest lottery
operator and a top three slots supplier.
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
----------- ------ -------- -----
International
Game Technology
plc LT IDR BB+ Rating Watch Maintained BB+
senior
secured LT BBB- Affirmed RR2 BBB-
IGT Lottery
Holdings B.V. LT IDR BB+ Rating Watch Maintained BB+
senior
secured LT BBB- Affirmed RR2 BBB-
SANDY HOLDCO: S&P Alters Outlook to Negative, Affirms 'B' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Dutch holiday park
operator Sandy HoldCo to negative from stable and affirmed its 'B'
long-term issuer credit rating.
The negative outlook reflects S&P's expectation of Sandy's reduced
rating headroom on the back of higher one-off costs linked to the
integration of Landal.
Higher costs linked to the Landal integration will pressure Sandy's
cash flow, leading to peak in S&P Global Ratings-adjusted leverage
close to 9x in 2024. S&P said, "In April 2023, Sandy completed the
acquisition of park operator Landal. Since then, the group is
focusing on integrating the two businesses, which we believe will
result in higher-than-expected integration costs in 2024, primarily
due to the reorganization of the headquarters and IT migration.
This will lead to a deterioration in S&P Global Ratings-adjusted
EBITDA margin to 17.0%-18.0% in 2024, versus 22.2% in 2023, and
weaker FOCF, remaining negative at around EUR30 million-EUR40
million in 2024, according to our computations. The company will
partly finance these expenses through its EUR125 million revolving
line. This will lead to S&P Global Ratings-adjusted debt spiking to
about EUR1.5 billion with leverage peaking at 9.0x in the current
year, which is not commensurate with the current rating. In 2025,
we expect additional exceptional expenses in the first half of the
year to finalize the integration of Landal, but this should be
partly mitigated by additional synergies from a more efficient cost
structure and procurement savings. As of June 2024, the company
achieved close to EUR9 million cost savings and the total
integration effort will lead to EUR 50 million-EUR60 million
savings by the end of 2026, according to our estimates. This should
lead the company to progressively reduce S&P Global
Ratings-adjusted leverage to a more sustainable level of about 7.0x
in 2025."
S&P said, "Soft consumer demand and adverse macroeconomic
conditions are weighting on Sandy's top line growth, which we
expect to be about 0%-1% in 2024. As of June 2024, the group posted
EUR482.9 million revenue, a 0.6% decline versus 2023 on a
comparable basis (including full contribution from Landal and the
parks divestiture to Dormio). We observed occupancy rate decline to
1.6%, which was overcompensated by price increases, as evidenced by
an average 2.8% increase of the average daily rate (ADR) as of June
2024 in the park operating business. The group also experienced
softer-than-expected summer trading (the peak season for Sandy,
where it generates the majority of its EBITDA) with management
implementing discounts to partly support occupancy levels. For 2024
we forecast revenue at EUR920 million-EUR930 million from EUR913
million in 2023 (including the full consolidation of Landal). In
addition, due to high interest rates, the company slowed down its
park development activities and focused more on park partnerships.
In that way, in 2025, we expect the group to sign new partnerships
which, coupled with the expected recovery of consumer confidence
and careful price management, should support revenue growth toward
EUR945 million-EUR965 million.
"Weaker S&P Global Ratings-adjusted EBITDA will keep FOCF after
leases negative in 2024 at about EUR30 million-EUR40 million,
according to our estimate. In line with performance during the
first half of the year, we expect EBITDA before nonrecurring costs
to remain broadly in line with last year in 2024 due to ongoing
inflation-driven cost increases, mainly energy, personnel, and
third-party cleaning costs. However, as integration costs have
increased materially compared with our previous estimates, we now
expect FOCF after leases to remain negative at about EUR30
million-EUR40 million in 2024. The company has put in place
initiatives to mitigate the cash flow pressures, notably through a
reduction of growth capital expenditures (capex). In line with
first-half 2024 results, we expect capex for the full-year 2024 to
be in the range of EUR50 million-EUR60 million. In addition, we
expect more normalized working capital patterns in 2024 compared
with those in 2023 thanks to the full consolidation of Landal
resulting in neutral to slightly positive working capital inflow.
Consequently, we forecast FOCF after leases to turn positive in the
range EUR10 million-EUR30 million in 2025 on the back of material
reduction in integration expenses and ongoing materialization of
synergies.
"We expect Sandy's liquidity to remain adequate in the near term.
As of June 30, 2024, Sandy had about EUR40 million of cash reserves
and EUR125 million of availability under its revolving credit
facility (RCF). However, as the group faces high integrations costs
and working capital requirements by the end of the fiscal year, we
anticipate it will draw a significant portion of its RCF at
year-end 2024. In our view, the company will gradually repay this
amount from 2025 as we expect a return to positive FOCF.
Positively, the company has no near-term refinancing risks, with
the term loan B (TLB) and RCF both maturing in 2031, therefore
ensuring a comfortable liquidity buffer in the next 12 months."
Potential value-added tax (VAT) increase in the Netherlands would
bring additional volatility to our base case. Currently the Dutch
VAT on some leisure activities including parks and hotels stands at
9% but there are ongoing discussions to align the VAT to the other
general sectors. S&P said, "If adopted, the VAT would increase to
21% from Jan. 1, 2026, and as a result, we see potential
implications for the entire leisure sector in Netherlands notably
affecting ADRs, occupancy rates, and profitability. We are
therefore closely monitoring this topic and we would assess the
implications to our base case if the reform is adopted."
S&P said, "The negative outlook reflects our expectation of Sandy's
reduced rating headroom on the back of higher one-off costs linked
to the integration of Landal and weaker-than-anticipated operating
performance, which will result in negative FOCF after leases in
2024, leading to a spike in leverage close to 9x in 2024 before
falling to around 7x in 2025.
"We could lower the rating over the next 12 months if the group's
operating performance weakened below our base case due to
operational missteps such as failure to successfully integrate
Landal in a timely manner or if we see ongoing deterioration in
consumer demand leading to ongoing pressures on the group's
profitability." Under this scenario we would likely observe:
-- S&P Global Ratings-adjusted debt to EBITDA remaining above 7.0x
over the next 12 months; or
-- Negative FOCF after leases for a prolonged period; or
-- Weakening liquidity position.
S&P said, "We could revise the outlook to stable over the next 12
months if we see positive evolution in the group's ability to
execute the integration of Landal combined with positive market
dynamics. This could mean that adjusted debt to EBITDA swiftly
recovers to below 7.0x and FOCF after leases turns positive,
restoring sufficient headroom under the current rating. The
stabilization of the outlook is also contingent on the company
maintaining an adequate level of liquidity."
===========================
U N I T E D K I N G D O M
===========================
CANTERBURY FINANCE 4: DBRS Confirms B(high) Rating on F Notes
-------------------------------------------------------------
DBRS Ratings Limited upgraded and confirmed its credit ratings on
57 tranches in 11 UK residential mortgage-backed securities (RMBS)
transactions and removed the Under Review with Positive
Implications (UR-Pos.) status from all classes of notes where they
were placed on August 21, 2024, except for those already rated AAA
(sf).
CREDIT RATING RATIONALE
The credit rating actions resulted from full transaction reviews
following Morningstar DBRS' finalization of its "European RMBS
Insight: UK Addendum" (the Methodology) on August 16, 2024 and the
end of the under review period for the transactions, which began on
August 21, 2024.
The Methodology presents the criteria for which UK RMBS ratings,
and, where relevant, UK covered bonds ratings, are assigned and/or
monitored. The changes to the Methodology include revisions to the
UK Loan Scoring Approach and Delinquency Migration Matrix based on
an updated modelling sample, as well as updates to Morningstar
DBRS' house price indexation and market value decline rates to
reflect data through the second quarter of 2023.
In addition to the material changes introduced in the Methodology,
the credit rating actions are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses;
-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.
For certain tranches, the credit ratings are up to two notches
lower than those implied by the quantitative model. Morningstar
DBRS opted for more conservative credit ratings in these instances
because of the potential for future performance deterioration in
the relevant collateral portfolio amid a period of high interest
rates and inflation as well as certain collateral and structural
characteristics in the relevant transactions that may render these
tranches more susceptible to credit rating volatility.
Atlas Funding 2024-1 plc
-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes upgraded to A (sf) from A (low) (sf)
-- Class D Notes confirmed at BBB (sf)
-- Class E Notes confirmed BBB (low) (sf)
-- Class X Notes upgraded to A (sf) from BBB (high) (sf)
The credit rating on the Class A Notes issued by Atlas Funding
2024-1 plc addresses the timely payment of interest and the
ultimate payment of principal by the legal final maturity date. The
credit ratings on the Class B, Class C, Class D, and Class E Notes
address the ultimate payment of interest and principal on or before
the legal final maturity date, and the timely payment of interest
while they are the senior-most class of notes outstanding. The
credit rating on the Class X Notes addresses the ultimate payment
of interest and principal.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 1.7% and 12.4%,
respectively.
Canterbury Finance 4 PLC
-- Class A2 confirmed at AAA (sf)
-- Class B confirmed at AAA (sf)
-- Class C confirmed at AA (high) (sf)
-- Class D upgraded to AA (sf) from AA (low) (sf)
-- Class E confirmed at BBB (sf)
-- Class F confirmed at B (high) (sf)
The credit ratings on the Class A and Class B notes issued by
Canterbury Finance 4 PLC address the timely payment of interest and
the ultimate payment of principal by the legal final maturity date.
The credit ratings on the Class C, Class D, Class E, and Class F
notes address the ultimate payment of interest and principal on or
before the legal final maturity date, and the timely payment of
interest while they are the senior-most class of notes
outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 3.4% and 8.3%,
respectively.
Castell 2022-1 PLC
-- Class A Loan confirmed at AAA (sf)
-- Class A confirmed at AAA (sf)
-- Class B confirmed at AAA (sf)
-- Class C upgraded to AA (high) (sf) from AA (low) (sf)
-- Class D upgraded to A (high) (sf) from A (low) (sf)
-- Class E upgraded to BBB (sf) from BB (high) (sf)
-- Class F upgraded to BB (sf) from BB (low) (sf)
The credit ratings on the Class A Loan, Class A notes, and Class B
notes issued by Castell 2022-1 PLC address the timely payment of
interest and the ultimate payment of principal by the legal final
maturity date. The credit ratings on the Class C, Class D, Class E,
and Class F notes address the ultimate payment of interest and
principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 6.2% and 26.1%,
respectively.
Charles Street Conduit Asset Backed Securitization 2 Limited
-- Class A Notes confirmed AA (sf)
-- Class B Notes confirmed at BBB (high) (sf)
-- Class C Notes confirmed at BB (high) (sf)
The credit ratings on the Class A, Class B, and Class C Notes
issued by Charles Street Conduit Asset Backed Securitization 2
Limited address the timely payment of interest and the ultimate
repayment of principal on or before the legal final maturity date.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 11.8% and 15.7%,
respectively.
East One 2024-1 PLC
-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (high) (sf)
-- Class D Notes confirmed at A (low) (sf)
-- Class E Notes confirmed at BBB (sf)
-- Class X Notes upgraded to BBB (low) (sf) from BB (high) (sf)
The credit rating on the Class A Notes issued by East One 2024-1
PLC addresses the timely payment of interest and the ultimate
payment of principal by the legal final maturity date. The credit
ratings on the Class B, Class C, Class D, and Class E Notes address
the ultimate payment of interest and principal on or before the
legal final maturity date, and the timely payment of interest while
they are the senior-most class of notes outstanding. The credit
rating on the Class X Notes addresses the ultimate payment of
interest and principal.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 10.8% and 34.3%,
respectively.
Together Asset Backed Securitization 2021-CRE1 plc
-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes confirmed at AA (sf)
-- Class D Notes upgraded to A (high) (sf) from A (low) (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
The credit rating on the Class A Notes issued by Together Asset
Backed Securitization 2021-CRE1 plc addresses the timely payment of
interest and the ultimate payment of principal by the legal final
maturity date. The credit ratings on the Class B, Class C, Class D,
and Class E Notes address the ultimate payment of interest and
principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 8.2% and 7.1%,
respectively.
Together Asset Backed Securitization 2021-CRE2 plc
-- Class A Loan Note confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to AA (sf) from AA (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes confirmed at B (sf)
The credit rating on the Class A Loan Note issued by Together Asset
Backed Securitization 2021-CRE2 plc addresses the timely payment of
interest and the ultimate payment of principal by the legal final
maturity date. The credit ratings on the Class B, Class C, Class D,
and Class E Notes address the ultimate payment of interest and
principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 8.9% and 15.0%,
respectively.
Together Asset Backed Securitization 2022-2ND1 plc
-- Class A Loan Note confirmed at AAA (sf)
-- Class B confirmed at AA (sf)
-- Class C confirmed at A (high) (sf)
-- Class D confirmed at BBB (high) (sf)
-- Class E confirmed at BB (low) (sf)
-- Class F confirmed at B (sf)
The credit rating on the Class A Loan Note issued by Together Asset
Backed Securitization 2022-2ND1 plc addresses the timely payment of
interest and the ultimate payment of principal by the legal final
maturity date. The credit ratings on the Class B, Class C, Class D,
Class E, and Class F notes address the ultimate payment of interest
and principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 14.0% and 15.6%,
respectively.
Together Asset Backed Securitization 2022-CRE1 plc
-- Loan Note confirmed at AA (sf)
-- Class B upgraded to AA (low) (sf) from A (sf)
-- Class C confirmed at BBB (sf)
-- Class D confirmed at BB (sf)
The credit rating on the Loan Note issued by Together Asset Backed
Securitization 2022-CRE1 plc addresses the timely payment of
interest and the ultimate repayment of principal on or before the
legal final maturity date. The credit ratings on the Class B, Class
C, and Class D notes address the ultimate payment of interest and
principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 8.8% and 9.3%,
respectively.
Together Asset Backed Securitization 2023-CRE-1 plc
-- Class A Notes confirmed at AAA (sf)
-- Loan Note confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes confirmed at BBB (sf)
The credit ratings on the Class A Notes and Loan Note issued by
Together Asset Backed Securitization 2023-CRE-1 plc address the
timely payment of interest and the ultimate payment of principal by
the legal final maturity date. The credit ratings on the Class B,
Class C, and Class D Notes address the ultimate payment of interest
and principal on or before the legal final maturity date, and the
timely payment of interest while they are the senior-most class of
notes outstanding.
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 6.1% and 9.2%,
respectively.
Tower Bridge Funding 2021-2 plc
-- Class A confirmed at AAA (sf)
-- Class B confirmed at AAA (sf)
-- Class C upgraded to AA (high) (sf) from AA (sf)
-- Class D upgraded to AA (low) (sf) from A (sf)
The credit ratings on the Class A and Class B Notes issued by Tower
Bridge Funding 2021-2 plc address the timely payment of interest
and the ultimate payment of principal by the legal final maturity
date. The credit ratings on the Class C and Class D notes address
the ultimate payment of interest and principal on or before the
legal final maturity date, and the timely payment of interest while
they are the senior-most class of notes outstanding.
Notes: All figures are in British pound sterling unless otherwise
noted.
ELIZABETH FINANCE 2018: S&P Affirms 'CC(sf)' Rating on Cl. A Notes
------------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Elizabeth Finance
2018 DAC's class B, C, D, and E notes to 'D (sf)' from 'CC (sf)'.
At the same time, S&P affirmed its 'CC (sf)' rating on the class A
notes.
S&P's ratings in Elizabeth Finance 2018 DAC address the timely
payment of interest and the repayment of principal no later than
the legal final maturity date in July 2028.
The downgrades of the class B to E notes reflect the interest
shortfalls incurred on the July and October 2024 interest payment
dates (IPD). The interest shortfall at the July 2024 IPD was
scheduled to be repaid at the October 2024 IPD contingent upon the
availability of adequate funds. Adequate funds were not available,
and these notes also experienced an additional shortfall in
October.
Transaction overview
Elizabeth Finance 2018 is a true sale securitization of two loans
that closed in August 2018. In October 2020, the smaller MCR loan,
with a balance of GBP20.5 million, prepaid. The remaining loan, the
Maroon loan, has a current balance of GBP63.05 million as at the
April 2024 IPD. The Maroon loan is secured by three regional town
shopping centers in the U.K. Two of the properties are in England
(The Rushes shopping center in Loughborough, and the Vancouver
shopping center in Kings Lynn), and one is in Scotland (Kingsgate,
Dunfermline).
The special servicer accelerated the Maroon loan in October 2020,
and receivers and administrators were appointed.
The three properties securing the loan are in the process of being
sold. The contracts have been exchanged for GBP33.2 million,
reduced from GBP35.00 million, due to issues identified in the
Dunfermline property's building survey. Completion is expected to
take place in the near term.
The net sale proceeds after the repayment of fees will be about
GBP28.5 million. Fees include the contractual sale fees, special
servicing fees, servicing fees, administration fees, and an
outstanding VAT bill. The net sale proceeds will be insufficient to
repay any of the accrued interest on the class B to E notes. The
sale proceeds are expected to be applied to the class A notes at
the January 2025 IPD.
Rating actions
S&P's ratings in this transaction address the timely payment of
interest, payable quarterly, and the payment of principal no later
than the legal final maturity date in July 2028.
The notes are expected to suffer a principal loss at the January
2025 IPD, when the net sale proceeds are due to be applied to the
outstanding notes.
As the class B to E notes are experiencing an interest shortfall,
and this interest shortfall will not be repaid, S&P has lowered its
ratings to 'D (sf)'.
The class A notes have not experienced an interest shortfall, but
S&P expects a default to be a virtual certainty on these notes. S&P
therefore affirmed its 'CC (sf)' rating on the class A notes in
line with its criteria for assigning 'CCC' category ratings.
Elizabeth Finance 2018 is a true sale CMBS transaction that closed
in August 2018 and is currently backed by one loan originally
secured by three shopping centers in the U.K.
LUKE MIDCO II: S&P Assigns 'B-' Rating, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B-' ratings to U.K.-based
AI-powered cyber security provider Darktrace's new parent, Luke
Midco II Ltd. and the senior secured first-lien term loan and its
revolving credit facility (RCF), which rank pari passu. The
recovery rating of '3' reflects its estimate of about 65% recovery
in the event of a payment default.
S&P said, "At the same time, we assigned our 'CCC' issue rating and
'6' recovery rating to the second-lien term loan, reflecting our
expectation of zero recovery in the event of a default.
Our stable outlook reflects our view that Darktrace would continue
to show strong earnings growth, leading to S&P Global
Ratings-adjusted debt to EBITDA of about 9x in fiscal year 2025 and
FOCF to debt lower than 5% for the following two years.
"The ratings are in line with the preliminary ratings we assigned
on June 17, 2024. There were no material changes to the financial
documentation compared with our original review, and the company's
operating performance has been in line with our forecast.
"The stable outlook indicates our view that Darktrace's continued
strong organic growth, with revenue increasing by 15%-17% and S&P
Global Ratings-adjusted EBITDA margins improving to 30%-32%, will
translate into positive FOCF and gradual deleveraging. This should
enable the company to reduce adjusted debt to EBITDA during fiscal
year 2025 to about 8x-9x but FOCF to debt is expected to remain
lower than 5%.
"We could lower the rating if Darktrace were to experience a
material slowdown in revenue and EBITDA growth, leading FOCF to
approach breakeven with no prospects for improvement. In such a
situation, liquidity could also weaken, which would lead us to view
the capital structure as unsustainable. This could happen if
competition intensified, or an economic recession caused elevated
customer losses and worsening margins.
"We could raise the rating if Darktrace successfully executes on
its growth plan while expanding margins in line with our
expectations, leading its S&P Global Ratings-adjusted debt to
EBITDA to reduce to less than 7.5x and FOCF to debt to increase
beyond 5% on a sustainable basis."
U.S.-based private equity firm Thoma Bravo acquired U.K.-based
AI-powered cyber security provider, Darktrace, for about $5.3
billion and funded the transaction via a new $1,735 million senior
secured first-lien term loan and $410 million second-lien term
loan, alongside an equity-like contribution.
Darktrace is a market leader in the niche cybersecurity subsegment
of network, detect, and response (NDR), and we expect the company
will continue to report strong growth and increasing margins in the
next few years.
NORD ANGLIA: Moody's Affirms 'B2' CFR, Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and
B2-PD probability of default rating of Nord Anglia Education, Inc
(Nord Anglia, or the group). Concurrently, Moody's have affirmed
the B2 instrument ratings assigned to the first-lien facilities,
including: (1) the EUR1,515 million senior secured first-lien term
loan B due 2028 borrowed by Fugue Finance B.V; (2) the $910 million
senior secured first-lien term loan B due 2028 and the $600 million
senior secured first-lien term loan B2 due 2031 borrowed by Fugue
Finance LLC; (3) the $525 million senior secured first-lien
multi-currency revolving credit facility (RCF) due 2027 co-borrowed
by Fugue Finance B.V. and Fugue Finance LLC. In addition, Moody's
have assigned a B2 instrument rating to the planned $500 million
backed senior secured first-lien term loan B due 2032 to be
borrowed by Fugue Finance LLC. The outlook on all entities has been
changed to positive from stable.
The new loan is being raised at the same time that Nord Anglia is
reorganising its shareholder structure, with Neuberger Berman
Private Markets and a group of global institutional investors
acquiring part of the shares held by existing shareholders,
including EQT and Canada Pension Plan Investment Board (CPP
Investments). The transaction will not result in a change of
control and EQT will remain the controlling shareholder.
Concurrently, the company will fully refinance around $1.36 billion
worth of preference shares with a new $1.25 billion subordinated
note, at the level of Bach Preference Limited which is positioned
outside the restricted group and is an indirect holding company of
Nord Anglia. The remaining proceeds of the $500 million debt
increase will be used to fund the balance and transaction-related
expenses.
RATINGS RATIONALE
The outlook change to positive and the affirmation of the B2 CFR
considers the limited impact the incremental $500 million term loan
debt will have on Nord Anglia's credit metrics, increasing the
Moody's-adjusted Debt/EBITDA to about 7.0x, pro forma for the
add-on and based on financial year 2024, ended 31 August 2024. It
also reflects Moody's expectation that the company's financial
leverage will rapidly decrease again through continued good organic
revenue growth and bolt-on acquisitions funded by operating cash.
As such, Moody's forecast Nord Anglia's Moody's-adjusted leverage
to decrease towards 6x again by the end of financial year 2025.
The rating action also reflects the company's track record of
strong organic growth, complemented with some M&A, leading to
double-digit revenue increases over the past two years. During the
financial year 2024, Nord Anglia's revenue grew by 22% to reach
$2.1 billion, while the company's Moody's-adjusted EBITDA margin
improved further, to over 38% from 36% prior year, such that the
Moody's-adjusted EBITDA increased to $810 million. Moody's forecast
Nord Anglia to continue achieving strong revenue growth, although
at a slower pace as tuition fee increases go back to more
normalised levels, absent a high-inflation environment. For
financial years 2025 and 2026, Moody's forecast the company's
revenue to grow to $2.3 billion and $2.5 billion, respectively,
with the Moody's-adjusted EBITDA margin remaining broadly stable
around 38%.
The rating action was also driven by the company's commitment to a
more balanced financial policy compared to the past, with the aim
to reduce financial leverage and less debt-funded M&A. However, the
transaction on hand will lead to re-leveraging initially and a
track record of a more balanced financial policy needs to be
established. If the company does not raise additional debt for M&A
or shareholder distribution going forward, positive pressure on the
rating is likely to intensify over time.
The B2 CFR further reflects (1) Nord Anglia's leading position as
one of the largest operators in the fragmented K-12 education
market, with a geographically diversified portfolio of schools
around the world and a focus on the premium segment; (2) a high
degree of revenue and cash flow visibility from committed student
enrollments and upfront fee collection; (3) the barriers to entry
through regulation, brand reputation and a purpose-built real
estate portfolio; and (4) the company's very good liquidity
profile.
Conversely, the CFR is constrained by (1) Nord Anglia's financial
policy with a tolerance for high financial leverage; (2) the
moderate free cash flow generation and relatively weak interest
coverage; (3) its reliance on its academic reputation and brand
quality in a regulated environment; and (4) the company's exposure
to evolving regulatory and economic environments in emerging
markets.
ESG CONSIDERATIONS
Nord Anglia's ratings factor in certain governance considerations
such as its ownership structure with EQT and CPP Investments as the
major shareholders. Nord Anglia has a track record of an aggressive
financial policy, with a debt-funded growth strategy that at times
has led to very high levels of financial leverage. Moody's
understand the company is committed to reduce leverage going
forward and fund future M&A accordingly.
LIQUIDITY ANALYSIS
Moody's consider Nord Anglia's liquidity to be very good. On 31
August 2024, the company had $853 million of cash on balance sheet
and access to its fully undrawn $525 million RCF with maturity in
August 2027.
The RCF is subject to a springing net first-lien net leverage
covenant which is tested quarterly when it is drawn down for more
than 40%. At the end of August 2024, the company had sufficient
headroom under the covenant, and Moody's expect this to continue to
be the case.
STRUCTURAL CONSIDERATIONS
The B2 instrument ratings assigned to the senior secured first-lien
instruments, including $2.5 billion term loans due January 2028,
the $600 million term loan due February 2031, the new $500 million
term loan due 2032 and the pari passu ranking RCF due August 2027,
are aligned with the B2 CFR, pro forma for the add-on transaction.
The facilities benefit from guarantees from all material
subsidiaries covering at least 80% of the consolidated EBITDA and
are secured by a first-lien pledge over shares.
RATING OUTLOOK
The positive outlook reflects Moody's expectation that Nord Anglia
will continue to achieve good organic revenue growth through
growing student numbers and fee increases ahead of cost inflation,
resulting in rapid deleveraging. The outlook further assumes that
the company will adhere to a more balanced financial policy with a
focus on deleveraging and future acquisitions will be predominantly
financed through excess cash generated.
The outlook could be changed back to stable if Nord Anglia
continues to raise additional debt to fund larger acquisitions or
distributions to shareholders and credit metrics fail to improve as
a result.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the rating could occur if Nord Anglia's
Moody's-adjusted Debt/EBITDA sustainably decreases towards 6.0x,
Moody's-adjusted EBITA/Interest sustainably increases towards 2.0x,
Moody's-adjusted Free Cash Flow/Debt is sustained above 5%, and
liquidity remains very good.
Downward pressure on the rating could develop if Nord Anglia's
Moody's-adjusted Debt/EBITDA sustainably increases above 7.0x,
Moody's-adjusted EBITA/Interest remains below 1.5x,
Moody's-adjusted Free Cash Flow turns negative, or liquidity
deteriorates. Any material negative impact from a change in any of
the schools' regulatory approval status could also lead to a
downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CORPORATE PROFILE
Nord Anglia is headquartered in London and operates more than 80
international premium schools in 33 countries across Asia, Europe,
the Middle East, and North and South America, with over 84,000
students ranging in level from preschool through secondary school.
Nord Anglia also provides outsourced education and training
contracts with governments and curriculum products through its
Learning Services division.
During the financial year ended August 2024, Nord Anglia generated
revenue of around $2.1 billion. Following the recent capital
reorganisation, the company is owned by a consortium led by EQT,
CPP Investments and Neuberger Berman.
===============
X X X X X X X X
===============
[*] BOND PRICING: For the Week December 2 to December 6, 2024
-------------------------------------------------------------
Issuer Coupon Maturity Currency Price
------ ------ -------- -------- -----
Altice France Holdi 10.500 5/15/2027 USD 28.90
R-Logitech Finance 10.250 9/26/2027 EUR 16.41
Turkiye Government 10.400 10/13/2032 TRY
Saderea DAC 12.500 11/30/2026 USD 47.97
Codere Finance 2 Lu 11.000 9/30/2026 EUR
NCO Invest SA 10.000 12/30/2026 EUR 0.152
Ferralum Metals Gro 10.000 12/30/2026 EUR 30.00
Marginalen Bank Ban 12.039 SEK 7.001
Fastator AB 12.500 9/26/2025 SEK 40.04
Societe Generale SA 20.000 7/21/2026 USD 4.500
NCO Invest SA 10.000 12/30/2026 EUR 0.152
Fastator AB 12.500 9/25/2026 SEK 40.05
Bilt Paper BV 10.360 USD 0.650
Tinkoff Bank JSC Vi 11.002 USD 42.87
Avangardco Investme 10.000 10/29/2018 USD 0.186
Ilija Batljan Inves 10.007 SEK 10.00
Societe Generale SA 17.800 2/12/2026 USD 42.50
Altice France Holdi 10.500 5/15/2027 USD 28.83
IOG Plc 12.368 9/22/2025 EUR 1.204
Fastator AB 12.500 9/24/2027 SEK 40.00
Plusplus Capital Fi 11.000 7/29/2026 EUR 8.929
UkrLandFarming PLC 10.875 3/26/2018 USD 1.428
Sidetur Finance BV 10.000 4/20/2016 USD 0.784
Oscar Properties Ho 11.270 7/5/2024 SEK 0.076
Kvalitena AB publ 10.067 4/2/2024 SEK 45.75
Immigon Portfolioab 10.055 EUR 14.25
Privatbank CJSC Via 10.250 1/23/2018 USD 3.638
Transcapitalbank JS 10.000 USD 1.450
Privatbank CJSC Via 11.000 2/9/2021 USD 0.500
Bulgaria Steel Fina 12.000 5/4/2013 EUR 0.216
Privatbank CJSC Via 10.875 2/28/2018 USD 4.606
Societe Generale SA 18.320 2/26/2026 USD 40.80
Ukraine Government 11.000 4/1/2037 UAH 31.04
Ukraine Government 11.000 4/20/2037 UAH 31.04
Swissquote Bank Eur 18.530 3/5/2025 CHF 32.38
DZ Bank AG Deutsche 14.100 3/28/2025 EUR 45.50
Tonon Luxembourg SA 12.500 5/14/2024 USD 2.216
Phosphorus Holdco P 10.000 4/1/2019 GBP 0.218
Bulgaria Steel Fina 12.000 5/4/2013 EUR 0.216
UniCredit Bank GmbH 12.250 2/28/2025 EUR 42.81
Raiffeisen Schweiz 15.000 3/18/2025 CHF 45.91
Societe Generale SA 23.500 3/3/2025 USD 39.27
UBS AG/London 10.000 3/23/2026 USD 38.86
Societe Generale SA 11.000 7/14/2026 USD 18.62
Goldman Sachs Inter 16.288 3/17/2027 USD 24.61
Societe Generale SA 20.000 9/18/2026 USD 5.200
Societe Generale SA 20.000 11/28/2025 USD 11.53
Bank Julius Baer & 12.720 2/17/2025 CHF 17.25
Ameriabank CJSC 10.000 2/20/2025 AMD 9.900
Societe Generale SA 26.640 10/30/2025 USD 1.300
Ukraine Government 11.000 4/24/2037 UAH 33.84
Deutsche Bank AG/Lo 14.900 5/30/2028 TRY 49.38
Serica Energy Chino 12.500 9/27/2019 USD 1.500
KPNQwest NV 10.000 3/15/2012 EUR 1.142
Teksid Aluminum Lux 12.375 7/15/2011 EUR 0.619
Lehman Brothers Tre 12.400 6/12/2009 USD 0.100
Sidetur Finance BV 10.000 4/20/2016 USD 0.784
BLT Finance BV 12.000 2/10/2015 USD 10.50
Bilt Paper BV 10.360 USD 0.650
Banco Espirito Sant 10.000 12/6/2021 EUR 0.058
NTRP Via Interpipe 10.250 8/2/2017 USD 1.002
Petromena ASA 10.850 11/19/2018 USD 0.622
Lehman Brothers Tre 14.900 11/16/2010 EUR 0.100
Lehman Brothers Tre 15.000 3/30/2011 EUR 0.100
UkrLandFarming PLC 10.875 3/26/2018 USD 1.428
DZ Bank AG Deutsche 10.100 6/27/2025 EUR 54.16
DZ Bank AG Deutsche 16.000 6/27/2025 EUR 48.01
Swissquote Bank Eur 19.340 8/5/2025 USD 49.55
Bank Julius Baer & 18.690 3/7/2025 CHF 38.05
DZ Bank AG Deutsche 22.800 3/28/2025 EUR 40.51
Raiffeisen Switzerl 16.500 3/11/2025 CHF 16.14
Raiffeisen Switzerl 13.000 3/11/2025 CHF 41.99
Leonteq Securities 20.000 3/11/2025 CHF 11.52
Basler Kantonalbank 14.200 9/17/2025 CHF 44.35
JP Morgan Structure 10.000 12/31/2024 EUR 1.004
JP Morgan Structure 20.000 12/31/2024 EUR 1.008
Bank Vontobel AG 14.250 5/30/2025 USD 37.60
Swissquote Bank SA 14.960 7/1/2025 CHF 45.20
Bank Vontobel AG 15.000 10/14/2025 USD 50.40
JP Morgan Structure 20.000 12/31/2024 EUR 1.011
JP Morgan Structure 20.000 12/31/2024 EUR 1.011
Bank Vontobel AG 20.000 7/31/2025 CHF 43.50
Swissquote Bank SA 20.060 5/22/2025 CHF 51.92
Landesbank Baden-Wu 16.000 6/27/2025 EUR 17.32
Leonteq Securities 18.000 5/27/2025 CHF 47.52
Landesbank Baden-Wu 13.000 6/27/2025 EUR 17.50
Landesbank Baden-Wu 15.000 1/3/2025 EUR 18.39
Landesbank Baden-Wu 10.500 4/28/2025 EUR 18.40
Landesbank Baden-Wu 19.000 4/28/2025 EUR 17.32
Corner Banca SA 18.400 7/22/2025 CHF 45.36
Landesbank Baden-Wu 16.500 4/28/2025 EUR 17.33
Bank Vontobel AG 26.000 3/5/2025 CHF 42.50
Bank Vontobel AG 14.000 3/5/2025 CHF 8.900
Raiffeisen Switzerl 11.000 1/3/2025 CHF 22.48
UBS AG/London 15.000 4/7/2025 USD 44.35
Bank Vontobel AG 12.000 6/17/2025 CHF 33.40
Bank Julius Baer & 17.100 3/19/2025 CHF 41.55
Bank Vontobel AG 12.000 3/5/2025 CHF 35.20
Raiffeisen Switzerl 16.000 3/4/2025 CHF 12.49
Landesbank Baden-Wu 11.000 2/27/2026 EUR 19.03
Landesbank Baden-Wu 12.000 2/27/2026 EUR 19.75
Leonteq Securities 16.000 3/4/2025 CHF 32.72
Bank Julius Baer & 14.000 6/4/2025 CHF 47.00
Swissquote Bank Eur 17.590 4/22/2025 USD 44.81
Vontobel Financial 29.200 1/17/2025 EUR 26.43
DZ Bank AG Deutsche 18.900 3/28/2025 EUR 40.34
DZ Bank AG Deutsche 12.500 12/31/2024 EUR 47.32
DZ Bank AG Deutsche 10.500 3/28/2025 EUR 49.79
Zurcher Kantonalban 14.000 6/17/2025 USD 43.44
Bank Julius Baer & 12.000 5/28/2025 USD 43.70
Raiffeisen Schweiz 13.000 3/25/2025 CHF 40.59
Vontobel Financial 26.450 1/24/2025 EUR 11.99
DZ Bank AG Deutsche 17.600 6/27/2025 EUR 23.35
DZ Bank AG Deutsche 18.500 3/28/2025 EUR 23.28
Bank Vontobel AG 11.000 4/29/2025 CHF 24.30
Landesbank Baden-Wu 10.500 4/24/2026 EUR 20.74
Landesbank Baden-Wu 11.500 4/24/2026 EUR 21.48
Landesbank Baden-Wu 13.000 4/24/2026 EUR 22.97
Leonteq Securities 14.500 2/27/2025 CHF 26.70
UniCredit Bank GmbH 15.200 12/31/2024 EUR 51.31
Landesbank Baden-Wu 11.000 1/2/2026 EUR 19.11
Landesbank Baden-Wu 16.000 1/2/2026 EUR 22.10
DZ Bank AG Deutsche 19.900 12/31/2024 EUR 43.37
DZ Bank AG Deutsche 23.400 12/31/2024 EUR 28.30
Bank Vontobel AG 14.500 4/4/2025 CHF 34.90
DZ Bank AG Deutsche 14.900 12/31/2024 EUR 49.71
DZ Bank AG Deutsche 17.600 12/31/2024 EUR 46.04
Bank Vontobel AG 12.000 4/11/2025 CHF 34.20
DZ Bank AG Deutsche 14.200 12/31/2024 EUR 9.880
Swissquote Bank SA 24.070 5/6/2025 CHF 33.87
BNP Paribas Emissio 15.000 9/25/2025 EUR 45.15
DZ Bank AG Deutsche 20.400 3/28/2025 EUR 21.64
Bank Vontobel AG 15.000 4/29/2025 CHF 39.00
DZ Bank AG Deutsche 16.400 3/28/2025 EUR 50.35
Swissquote Bank Eur 25.320 2/26/2025 CHF 20.87
DZ Bank AG Deutsche 13.200 3/28/2025 EUR 36.81
DZ Bank AG Deutsche 21.200 3/28/2025 EUR 37.04
DZ Bank AG Deutsche 23.600 3/28/2025 EUR 34.55
UniCredit Bank GmbH 11.200 12/28/2026 EUR 47.10
Bank Vontobel AG 11.000 4/11/2025 CHF 17.20
Leonteq Securities 14.000 10/15/2025 CHF 42.74
DZ Bank AG Deutsche 15.500 12/31/2024 EUR 40.75
DZ Bank AG Deutsche 20.300 12/31/2024 EUR 48.14
Zurcher Kantonalban 23.000 3/5/2025 CHF 33.32
Leonteq Securities 20.800 2/5/2025 CHF 33.33
Landesbank Baden-Wu 19.000 6/27/2025 EUR 16.36
Zurcher Kantonalban 21.000 12/20/2024 CHF 50.06
Landesbank Baden-Wu 14.000 6/27/2025 EUR 15.07
Landesbank Baden-Wu 16.000 1/3/2025 EUR 13.45
Landesbank Baden-Wu 22.000 1/3/2025 EUR 11.06
Landesbank Baden-Wu 12.000 1/3/2025 EUR 15.28
Landesbank Baden-Wu 18.000 1/3/2025 EUR 11.37
Landesbank Baden-Wu 15.000 1/3/2025 EUR 12.55
Vontobel Financial 14.750 12/31/2024 EUR 46.63
DZ Bank AG Deutsche 17.100 12/31/2024 EUR 36.13
Vontobel Financial 13.000 12/31/2024 EUR 49.09
Vontobel Financial 16.750 12/31/2024 EUR 44.44
Bank Vontobel AG 13.500 6/3/2025 USD 46.90
Raiffeisen Schweiz 16.000 7/4/2025 CHF 42.71
Vontobel Financial 16.000 3/28/2025 EUR 16.68
BNP Paribas Emissio 13.000 12/30/2024 EUR 40.11
Vontobel Financial 16.500 12/31/2024 EUR 40.47
Vontobel Financial 18.500 12/31/2024 EUR 38.85
Vontobel Financial 20.250 12/31/2024 EUR 37.36
Vontobel Financial 11.250 12/31/2024 EUR 46.45
Vontobel Financial 13.000 12/31/2024 EUR 44.24
Vontobel Financial 14.750 12/31/2024 EUR 42.26
Vontobel Financial 11.000 12/31/2024 EUR 41.63
Leonteq Securities 18.000 12/27/2024 CHF 32.95
Bank Julius Baer & 19.400 1/30/2025 CHF 37.25
DZ Bank AG Deutsche 23.100 12/31/2024 EUR 39.27
Landesbank Baden-Wu 19.000 1/3/2025 EUR 12.08
Landesbank Baden-Wu 25.000 1/3/2025 EUR 10.28
Landesbank Baden-Wu 16.000 6/27/2025 EUR 15.18
Landesbank Baden-Wu 21.000 6/27/2025 EUR 16.80
Zurcher Kantonalban 10.000 3/27/2025 EUR 45.38
DZ Bank AG Deutsche 14.000 12/20/2024 EUR 39.67
Bank Vontobel AG 18.000 12/31/2024 USD 48.90
Leonteq Securities 24.000 1/9/2025 CHF 11.58
Leonteq Securities 23.000 1/9/2025 CHF 29.67
Bank Vontobel AG 13.500 1/8/2025 CHF 3.900
Vontobel Financial 11.000 12/31/2024 EUR 46.10
Vontobel Financial 14.000 12/31/2024 EUR 42.42
Finca Uco Cjsc 13.000 5/30/2025 AMD 10.00
Vontobel Financial 12.500 12/31/2024 EUR 44.19
Leonteq Securities 24.000 1/13/2025 CHF 5.460
Vontobel Financial 12.000 12/31/2024 EUR 49.11
BNP Paribas Emissio 10.000 12/30/2024 EUR 40.74
Leonteq Securities 21.000 12/18/2024 CHF 35.91
Raiffeisen Schweiz 16.000 2/19/2025 CHF 32.50
Raiffeisen Schweiz 14.500 1/29/2025 CHF 41.48
Leonteq Securities 20.000 3/21/2025 CHF 35.07
DZ Bank AG Deutsche 16.500 12/27/2024 EUR 11.91
DZ Bank AG Deutsche 11.500 12/31/2024 EUR 11.72
Leonteq Securities 24.000 1/16/2025 CHF 20.88
DZ Bank AG Deutsche 14.300 12/31/2024 EUR 33.79
Vontobel Financial 20.250 12/31/2024 EUR 11.53
HSBC Trinkaus & Bur 13.100 12/30/2024 EUR 19.83
HSBC Trinkaus & Bur 11.100 12/30/2024 EUR 21.96
HSBC Trinkaus & Bur 13.400 3/28/2025 EUR 21.88
HSBC Trinkaus & Bur 18.100 12/30/2024 EUR 11.10
BNP Paribas Emissio 11.000 12/30/2024 EUR 39.24
BNP Paribas Emissio 14.000 12/30/2024 EUR 37.27
DZ Bank AG Deutsche 11.050 5/23/2025 EUR 48.70
Landesbank Baden-Wu 14.000 1/24/2025 EUR 13.30
DZ Bank AG Deutsche 11.000 12/20/2024 EUR 44.87
HSBC Trinkaus & Bur 14.500 12/30/2024 EUR 19.55
Leonteq Securities 11.000 1/9/2025 CHF 43.06
Leonteq Securities 11.000 1/9/2025 EUR 46.45
Landesbank Baden-Wu 10.000 10/24/2025 EUR 16.59
Landesbank Baden-Wu 14.000 10/24/2025 EUR 17.93
Landesbank Baden-Wu 10.000 6/27/2025 EUR 16.39
HSBC Trinkaus & Bur 11.600 3/28/2025 EUR 23.37
HSBC Trinkaus & Bur 16.300 12/30/2024 EUR 17.41
HSBC Trinkaus & Bur 15.200 12/30/2024 EUR 18.13
Landesbank Baden-Wu 14.000 6/27/2025 EUR 15.35
HSBC Trinkaus & Bur 15.700 12/30/2024 EUR 12.56
Leonteq Securities 20.000 1/22/2025 CHF 34.82
Bank Vontobel AG 21.000 12/23/2024 CHF 33.20
Landesbank Baden-Wu 11.000 3/28/2025 EUR 13.45
Landesbank Baden-Wu 15.000 3/28/2025 EUR 12.16
Vontobel Financial 18.000 12/31/2024 EUR 48.32
Vontobel Financial 10.000 12/31/2024 EUR 47.75
DZ Bank AG Deutsche 10.750 12/27/2024 EUR 10.58
Corner Banca SA 13.000 4/2/2025 CHF 48.53
Leonteq Securities 12.000 8/5/2025 CHF 44.70
Bank Vontobel AG 16.000 2/10/2025 CHF 36.80
Leonteq Securities 16.000 1/15/2025 EUR 48.74
Raiffeisen Schweiz 15.000 1/22/2025 CHF 20.77
Leonteq Securities 20.000 1/22/2025 CHF 11.55
Societe Generale SA 23.510 6/23/2026 USD 6.625
Vontobel Financial 12.750 12/31/2024 EUR 47.24
BNP Paribas Issuanc 20.000 9/18/2026 EUR 26.06
HSBC Trinkaus & Bur 10.250 12/30/2024 EUR 29.55
HSBC Trinkaus & Bur 17.500 12/30/2024 EUR 45.07
BNP Paribas Issuanc 19.000 9/18/2026 EUR 0.980
Leonteq Securities 25.000 12/18/2024 CHF 25.48
HSBC Trinkaus & Bur 17.500 6/27/2025 EUR 11.52
HSBC Trinkaus & Bur 15.500 6/27/2025 EUR 48.85
HSBC Trinkaus & Bur 22.250 6/27/2025 EUR 13.12
HSBC Trinkaus & Bur 12.750 6/27/2025 EUR 11.25
HSBC Trinkaus & Bur 11.750 6/27/2025 EUR 47.99
HSBC Trinkaus & Bur 10.250 6/27/2025 EUR 48.54
Leonteq Securities 23.000 12/27/2024 CHF 40.84
Zurcher Kantonalban 10.500 2/4/2025 EUR 46.50
DZ Bank AG Deutsche 20.700 12/31/2024 EUR 49.67
Leonteq Securities 24.000 12/27/2024 CHF 21.80
DZ Bank AG Deutsche 18.600 3/28/2025 EUR 44.33
BNP Paribas Emissio 13.000 12/30/2024 EUR 47.44
BNP Paribas Emissio 13.000 12/30/2024 EUR 39.34
Leonteq Securities 10.500 5/15/2025 CHF 52.60
Landesbank Baden-Wu 15.000 2/28/2025 EUR 15.32
BNP Paribas Emissio 12.000 12/30/2024 EUR 50.49
BNP Paribas Emissio 17.000 12/30/2024 EUR 39.22
BNP Paribas Emissio 17.000 12/30/2024 EUR 39.80
BNP Paribas Emissio 16.000 12/30/2024 EUR 40.90
Landesbank Baden-Wu 11.500 2/28/2025 EUR 16.85
BNP Paribas Emissio 14.000 12/30/2024 EUR 43.51
Landesbank Baden-Wu 19.000 2/28/2025 EUR 14.43
Landesbank Baden-Wu 10.500 2/28/2025 EUR 49.52
Banque Internationa 10.000 3/19/2025 EUR 44.21
Finca Uco Cjsc 12.000 2/10/2025 AMD 0.000
Erste Group Bank AG 14.500 5/31/2026 EUR 43.10
Bank Vontobel AG 10.000 12/9/2024 CHF 47.50
Landesbank Baden-Wu 10.500 1/2/2026 EUR 15.72
Erste Group Bank AG 10.750 3/31/2026 EUR 38.20
DZ Bank AG Deutsche 10.300 3/28/2025 EUR 49.79
DZ Bank AG Deutsche 12.100 3/28/2025 EUR 47.69
Leonteq Securities 20.000 12/11/2024 CHF 35.97
UBS AG/London 11.750 4/29/2025 EUR 50.45
Leonteq Securities 21.000 1/3/2025 CHF 14.52
Leonteq Securities 12.000 1/2/2025 EUR 44.69
Leonteq Securities 25.000 1/3/2025 CHF 26.50
Raiffeisen Switzerl 10.500 4/2/2025 EUR 46.85
Landesbank Baden-Wu 13.000 3/28/2025 EUR 12.64
DZ Bank AG Deutsche 16.800 12/31/2024 EUR 49.06
Landesbank Baden-Wu 12.000 1/24/2025 EUR 12.48
HSBC Trinkaus & Bur 13.500 12/30/2024 EUR 43.37
Leonteq Securities 25.000 12/11/2024 CHF 19.66
DZ Bank AG Deutsche 19.100 12/31/2024 EUR 32.24
UniCredit Bank GmbH 10.500 4/7/2026 EUR 27.14
DZ Bank AG Deutsche 21.300 12/31/2024 EUR 29.16
DZ Bank AG Deutsche 20.900 12/31/2024 EUR 41.13
DZ Bank AG Deutsche 22.500 12/31/2024 EUR 40.06
HSBC Trinkaus & Bur 15.000 3/28/2025 EUR 20.35
Landesbank Baden-Wu 10.000 1/3/2025 EUR 40.47
ACBA Bank OJSC 11.000 12/1/2025 AMD 0.000
DZ Bank AG Deutsche 13.400 12/31/2024 EUR 46.44
HSBC Trinkaus & Bur 11.100 12/30/2024 EUR 20.78
HSBC Trinkaus & Bur 13.300 6/27/2025 EUR 23.53
Basler Kantonalbank 10.000 2/3/2025 EUR 41.08
HSBC Trinkaus & Bur 16.100 12/30/2024 EUR 17.03
HSBC Trinkaus & Bur 15.900 3/28/2025 EUR 19.92
HSBC Trinkaus & Bur 11.300 6/27/2025 EUR 24.69
Corner Banca SA 11.000 7/14/2025 EUR 48.76
Raiffeisen Switzerl 10.300 6/11/2025 CHF 47.09
Citigroup Global Ma 25.530 2/18/2025 EUR 0.010
UBS AG/London 10.250 3/10/2025 EUR 37.00
Leonteq Securities 10.000 5/26/2025 CHF 41.41
HSBC Trinkaus & Bur 15.100 3/28/2025 EUR 20.74
HSBC Trinkaus & Bur 11.000 3/28/2025 EUR 23.78
HSBC Trinkaus & Bur 11.500 6/27/2025 EUR 25.30
HSBC Trinkaus & Bur 15.200 12/30/2024 EUR 10.30
HSBC Trinkaus & Bur 16.300 3/28/2025 EUR 9.800
HSBC Trinkaus & Bur 14.400 3/28/2025 EUR 9.980
Leonteq Securities 10.000 1/21/2025 EUR 41.94
Raiffeisen Switzerl 10.250 1/21/2025 EUR 42.04
UniCredit Bank GmbH 10.700 2/3/2025 EUR 11.87
UniCredit Bank GmbH 10.700 2/17/2025 EUR 12.18
HSBC Trinkaus & Bur 14.100 12/30/2024 EUR 18.93
HSBC Trinkaus & Bur 11.400 12/30/2024 EUR 21.37
HSBC Trinkaus & Bur 16.000 3/28/2025 EUR 20.28
HSBC Trinkaus & Bur 13.400 6/27/2025 EUR 23.77
UniCredit Bank GmbH 16.550 8/18/2025 USD 18.78
Bank Vontobel AG 11.500 1/14/2025 EUR 52.10
Basler Kantonalbank 10.000 1/20/2025 EUR 50.60
UBS AG/London 11.000 1/20/2025 EUR 48.35
UBS AG/London 21.600 8/2/2027 SEK 19.68
Landesbank Baden-Wu 15.500 1/24/2025 EUR 10.89
UniCredit Bank GmbH 10.400 2/28/2025 EUR 52.06
UniCredit Bank GmbH 11.500 2/28/2025 EUR 50.01
UniCredit Bank GmbH 20.000 12/31/2024 EUR 46.52
Landesbank Baden-Wu 13.000 1/3/2025 EUR 9.100
Raiffeisen Schweiz 10.000 12/31/2024 CHF 46.92
Armenian Economy De 10.500 5/4/2025 AMD 8.850
Bank Julius Baer & 10.160 12/30/2024 CHF 50.30
Landesbank Baden-Wu 11.000 1/3/2025 EUR 10.10
Corner Banca SA 10.000 2/25/2025 CHF 42.49
Leonteq Securities 10.000 2/25/2025 CHF 42.14
Leonteq Securities 10.340 8/31/2026 EUR 45.63
Vontobel Financial 12.500 12/31/2024 EUR 49.12
Armenian Economy De 11.000 10/3/2025 AMD 0.000
Leonteq Securities 10.000 1/20/2025 CHF 48.06
Bank Vontobel AG 10.000 12/23/2024 EUR 39.80
Bank Vontobel AG 10.500 5/12/2025 EUR 38.20
Inecobank CJSC 10.000 4/28/2025 AMD 0.000
Vontobel Financial 14.250 12/31/2024 EUR 46.60
UBS AG/London 17.400 4/14/2027 SEK 47.80
Leonteq Securities 11.000 1/3/2025 EUR 42.05
UBS AG/London 11.750 12/9/2024 EUR 33.90
EFG International F 11.120 12/27/2024 EUR 38.97
HSBC Trinkaus & Bur 19.600 12/30/2024 EUR 13.23
HSBC Trinkaus & Bur 17.400 12/30/2024 EUR 14.76
Evocabank CJSC 11.000 9/27/2025 AMD 0.000
ACBA Bank OJSC 11.500 3/1/2026 AMD 0.000
National Mortgage C 12.000 3/30/2026 AMD 0.000
UniCredit Bank GmbH 10.500 12/22/2025 EUR 32.16
Corner Banca SA 12.000 12/16/2024 CHF 40.58
Ukraine Government 11.000 2/16/2037 UAH 31.19
Ukraine Government 11.000 4/8/2037 UAH 31.02
Ukraine Government 11.000 3/24/2037 UAH 31.06
Ukraine Government 11.000 4/23/2037 UAH 30.99
DZ Bank AG Deutsche 17.300 12/31/2024 EUR 48.81
Credit Agricole CIB 29.699 12/29/2031 EUR 49.46
Deutsche Bank AG/Lo 12.780 3/16/2028 TRY 48.01
PA Resources AB 13.500 3/3/2016 SEK 0.124
Tonon Luxembourg SA 12.500 5/14/2024 USD 2.216
Phosphorus Holdco P 10.000 4/1/2019 GBP 0.218
Lehman Brothers Tre 10.000 10/22/2008 USD 0.100
Lehman Brothers Tre 16.200 5/14/2009 USD 0.100
Lehman Brothers Tre 11.000 7/4/2011 CHF 0.100
Lehman Brothers Tre 12.000 7/4/2011 EUR 0.100
Lehman Brothers Tre 16.000 12/26/2008 USD 0.100
Lehman Brothers Tre 13.432 1/8/2009 ILS 0.100
Lehman Brothers Tre 13.150 10/30/2008 USD 0.100
Lehman Brothers Tre 16.000 11/9/2008 USD 0.100
Lehman Brothers Tre 10.000 5/22/2009 USD 0.100
Lehman Brothers Tre 15.000 6/4/2009 CHF 0.100
Lehman Brothers Tre 13.500 6/2/2009 USD 0.100
Lehman Brothers Tre 23.300 9/16/2008 USD 0.100
Lehman Brothers Tre 10.000 6/17/2009 USD 0.100
Lehman Brothers Tre 11.000 7/4/2011 USD 0.100
Lehman Brothers Tre 16.800 8/21/2009 USD 0.100
Lehman Brothers Tre 14.100 11/12/2008 USD 0.100
Lehman Brothers Tre 11.250 12/31/2008 USD 0.100
Lehman Brothers Tre 13.000 12/14/2012 USD 0.100
Lehman Brothers Tre 12.000 7/13/2037 JPY 0.100
Lehman Brothers Tre 10.000 6/11/2038 JPY 0.100
Lehman Brothers Tre 10.500 8/9/2010 EUR 0.100
Lehman Brothers Tre 11.000 6/29/2009 EUR 0.100
Lehman Brothers Tre 10.000 3/27/2009 USD 0.100
Lehman Brothers Tre 13.000 7/25/2012 EUR 0.100
Lehman Brothers Tre 16.000 10/8/2008 CHF 0.100
Lehman Brothers Tre 10.000 2/16/2009 CHF 0.100
Lehman Brothers Tre 13.500 11/28/2008 USD 0.100
Lehman Brothers Tre 18.250 10/2/2008 USD 0.100
Lehman Brothers Tre 14.900 9/15/2008 EUR 0.100
Lehman Brothers Tre 11.000 2/16/2009 CHF 0.100
Lehman Brothers Tre 13.000 2/16/2009 CHF 0.100
Lehman Brothers Tre 11.750 3/1/2010 EUR 0.100
Lehman Brothers Tre 10.000 10/23/2008 USD 0.100
Lehman Brothers Tre 16.000 10/28/2008 USD 0.100
Lehman Brothers Tre 10.600 4/22/2014 MXN 0.100
Lehman Brothers Tre 10.442 11/22/2008 CHF 0.100
Lehman Brothers Tre 17.000 6/2/2009 USD 0.100
Lehman Brothers Tre 11.000 12/19/2011 USD 0.100
Privatbank CJSC Via 10.875 2/28/2018 USD 4.606
Elli Investments Lt 12.250 6/15/2020 GBP 0.959
Elli Investments Lt 12.250 6/15/2020 GBP 0.959
Credit Agricole Cor 10.200 12/13/2027 TRY 48.59
[*] Sonya Van de Graaff Joins K&L as Insolvency Partner in London
-----------------------------------------------------------------
Global law firm K&L Gates LLP welcomes Sonya Van de Graaff as a
partner in its Finance practice. She joins the firm's London office
from Katten Muchin Rosenman LLP.
Ms. Van de Graaff brings a wealth of experience in English law and
cross-border restructuring transactions, as well as distressed
debt, and non-performing loan auctions.
Ms. Van de Graaff advises stakeholders across the capital structure
in these markets. In particular, her restructuring experience
includes leveraged finance structures, a broad range of structured
products, and financial institutions and sovereign states.
Ms. Van de Graaff served as a member of the council for the
Insolvency Lawyers Association (UK) since 2017, most recently
serving as President until 2023, when she was an active member of
its technical committee.
She participated in the United Nations working group (UNCITRAL)
that developed a model international insolvency law for the
recognition of insolvency-related judgments and for the
coordination of corporate group insolvencies.
"We are delighted to welcome Sonya to the firm," said Paul
Callegari, managing partner of K&L Gates' London office. "Sonya
joining us increases and broadens our distressed debt capabilities
in a market poised to see a take off in refinancings and
restructuring. Sonya will add to our London capabilities and
further enhances the growth in our Finance practice across our
European offices more generally."
Ms. Van de Graaff's arrival follows the addition of several new
partners who have joined the firm's global Finance practice this
year, including Andrea Spellerberg in Munich, Torsten Limberg in
Frankfurt, Chiara Anceschi and her team in Milan, Claudine Salameh
in Sydney, and Duc Nguyen and Samuel Kolehmainen in Singapore.
"Sonya is an exceptional lawyer with broad-based workout,
turnaround, and special situations experience," said
Stacy Ackermann, leader of K&L Gates' global Finance practice.
"London is a key market for our global client base, and Sonya's
addition will strengthen our English law finance and restructuring
offerings. We are especially excited for the expanded client
service we will bring to our financial institution, private credit
fund, turnaround specialist, and corporate trustee clients given
Sonya's extensive experience representing these market
participants."
K&L Gates' global Finance practice integrates the many disciplines
involved in financing and restructuring transactions across markets
and industries around the globe. With lawyers in offices across
Asia, Australia, Europe, the Middle East, North America, and South
America, the practice maintains a balance between buy-side and
sell-side representation in its work on behalf of lenders,
borrowers, servicers, collateral managers, trustees, rating
agencies, investors, and other participants in a wide array of
financing transactions.
K&L Gates is a fully integrated global law firm with lawyers
located across five continents. The firm represents leading
multinational corporations, growth and middle-market companies,
capital markets participants and entrepreneurs in every major
industry group as well as public sector entities, educational
institutions, philanthropic organizations and individuals.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2024. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
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written permission of the publishers.
Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
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