/raid1/www/Hosts/bankrupt/TCREUR_Public/250108.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Wednesday, January 8, 2025, Vol. 26, No. 6
Headlines
F R A N C E
ALTICE FRANCE: EUR1BB Bank Debt Trades at 16% Discount
L U X E M B O U R G
ALTICE FINANCING: $1.60BB Bank Debt Trades at 16% Discount
ALTICE FINANCING: EUR400MM Bank Debt Trades at 16% Discount
ALTISOURCE: Fails to Meet Nasdaq Bid Price Rule
N E T H E R L A N D S
JUBILEE PLACE 4: DBRS Hikes Class E Notes Rating to B(high)
S P A I N
GERIAVI SL: EUR100MM Bank Debt Trades at 27% Discount
SANTANDER CONSUMO 4: DBRS Confirms BB(low) Rating on Series E Notes
SANTANDER CONSUMO 6: DBRS Puts 'BB' Cl. E Notes Rating Under Review
U N I T E D K I N G D O M
ANDREWS MARQUEES: South West & Wales Named as Administrators
ECS CAPITAL: CG & Co Named as Joint Administrators
MARCHANTCAIN DESIGN: Leonard Curtis Named as Joint Administrators
PLATFORM NINE: Quantuma Advisory Named as Administrators
SALUS DAC: DBRS Cuts Class D Notes Rating to BB(low)
- - - - -
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F R A N C E
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ALTICE FRANCE: EUR1BB Bank Debt Trades at 16% Discount
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Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, January 3, 2025,
according to Bloomberg's Evaluated Pricing service data.
The EUR1 billion Term loan facility is scheduled to mature on
February 2, 2026. About EUR237 million of the loan has been drawn
and outstanding.
Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.
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L U X E M B O U R G
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ALTICE FINANCING: $1.60BB Bank Debt Trades at 16% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Altice Financing SA
is a borrower were trading in the secondary market around 83.9
cents-on-the-dollar during the week ended Friday, January 3, 2025,
according to Bloomberg's Evaluated Pricing service data.
The $1.60 billion Term loan facility is scheduled to mature on
October 29, 2027. The amount is fully drawn and outstanding.
Altice International S.a.r.l. is a multinational fibre,
telecommunications, content and media company, with a presence in
three key markets: Portugal, the Dominican Republic and Israel. The
company also operates globally through Teads, a media platform. The
Company's country of domicile is Luxembourg.
ALTICE FINANCING: EUR400MM Bank Debt Trades at 16% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Altice Financing SA
is a borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, January 3, 2025,
according to Bloomberg's Evaluated Pricing service data.
The EUR400 million Term loan facility is scheduled to mature on
October 29, 2027. The amount is fully drawn and outstanding.
Altice International S.a.r.l. is a multinational fibre,
telecommunications, content and media company, with a presence in
three key markets: Portugal, the Dominican Republic and Israel. The
company also operates globally through Teads, a media platform. The
Company's country of domicile is Luxembourg.
ALTISOURCE: Fails to Meet Nasdaq Bid Price Rule
-----------------------------------------------
Altisource Portfolio Solutions S.A. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that it
received a letter from The Nasdaq Stock Market notifying the
Company that, because the closing bid price for its common stock
has been below $1.00 per share for 30 consecutive business days
prior to December 19, 2024, it no longer complies with the minimum
bid price requirement for continued listing on The Nasdaq Global
Select Market.
Nasdaq Listing Rule 5450(a)(1) requires listed securities to
maintain a minimum bid price of $1.00 per share (the "Minimum Bid
Price Rule"), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet the Minimum Bid Price Rule exists if the deficiency
continues for a period of 30 consecutive business days.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until June 17, 2025, to regain compliance with the Minimum Bid
Price Rule. The Bid Price Notice states that the Nasdaq staff will
provide written confirmation that the Company has achieved
compliance with the Minimum Bid Price Rule if at any time before
June 17, 2025, the bid price of the Company's common stock closes
at $1.00 per share or more for a minimum of ten consecutive
business days.
In the event the Company is not in compliance with the Minimum Bid
Price Rule by June 17, 2025, the Company may be afforded a second
180 calendar day grace period. To qualify, the Company must submit
an application to transfer the listing of its common stock to The
Nasdaq Capital Market, which requires the Company meet the
continued listing requirement for the market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market, other than the Minimum Bid Price Rule. The Company
would also need to pay an application fee to Nasdaq and to provide
written notice of its intention to cure the minimum bid price
deficiency during this second 180-day compliance period by
effecting a reverse stock split, if necessary. As part of its
review process, Nasdaq will make a determination of whether it
believes the Company will be able to cure this deficiency. Should
the Nasdaq staff conclude that the Company will not be able to cure
the deficiency, or should the Company determine not to submit a
transfer application or make the required representation, Nasdaq
will provide notice that the Company's common stock will be subject
to delisting, which the Company could appeal.
In addition, on December 20, 2024, the Company received written
notice from Nasdaq indicating that, for the 30 consecutive business
days ending December 19, 2024, the market value of the Company's
publicly held shares was below the minimum requirement of $15
million for continued listing on The Nasdaq Global Select Market
under Nasdaq Listing Rule 5450(b)(3)(C). In accordance with Nasdaq
Listing Rule 5810(c)(3)(D), the Company has been provided a period
of 180 calendar days, or until June 18, 2025, to regain compliance.
The Market Value Notice states that, if during the 180-day
compliance period, the Company's MVPHS closes at $15 million or
more for a minimum of ten consecutive business days, the Nasdaq
staff will provide written confirmation of compliance and this
matter will be closed.
If the Company does not regain compliance with the MVPHS Rule by
June 18, 2025, the Company will receive written notification that
its securities are subject to delisting. In the event the Company
receives any such notification, the Company may appeal the Nasdaq's
staff determination to delist its securities, but there can be no
assurance the Nasdaq staff would grant any request for continued
listing. Alternatively, the Company could consider applying to
transfer its common stock to The Nasdaq Capital Market. In order to
transfer, the Company must submit an application to transfer the
listing of its common stock to The Nasdaq Capital Market, pay an
application fee and meet The Nasdaq Capital Market's continued
listing requirements.
The Notices have no immediate effect on the listing of the
Company's common stock on The Nasdaq Global Select Market. During
the 180-day compliance periods, the Company's common stock will
continue to be listed and traded on The Nasdaq Global Select
Market.
The Company intends to actively monitor the bid price of its common
stock and its MVPHS between now and the end of each applicable
compliance period and will consider available options to regain
compliance with the Minimum Bid Price Rule by June 17, 2025, and
the MVPHS Rule by June 18, 2025. There can be no assurance that the
Company will be able to regain compliance with the Minimum Bid
Price Rule or the MVPHS Rule or that the Company will otherwise be
in compliance with the other listing standards for The Nasdaq
Global Select Market.
About Altisource
Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
https://www.Altisource.com/ -- is an integrated service provider
and marketplace for the real estate and mortgage industries.
Combining operational excellence with a suite of innovative
services and technologies, Altisource helps solve the demands of
the ever-changing markets it serves.
As of September 30, 2024, Altisource had $144.5 million in total
assets, $293.2 million total liabilities, and $148.7 million in
total deficit.
* * *
Egan-Jones Ratings Company, on September 27, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Altisource Portfolio Solutions S.A. to CCC from
CCC+.
In December 2024, S&P Global Ratings lowered its issuer credit
rating on Altisource Portfolio Solutions S.A. to 'CC' from 'CCC+'
and its issue rating on the senior secured term loan to 'C' from
'CCC-'.
=====================
N E T H E R L A N D S
=====================
JUBILEE PLACE 4: DBRS Hikes Class E Notes Rating to B(high)
-----------------------------------------------------------
DBRS Ratings GmbH upgraded and confirmed its credit ratings on the
loans and notes issued by Jubilee Place 4 B.V. (JP4), Jubilee Place
5 B.V. (JP5), and Jubilee Place 6 B.V. (JP6) (together the
Issuers), as follow:
JP4
-- Class A loan confirmed at AAA (sf)
-- Class B notes upgraded to AA (high) (sf) from AA (low) (sf)
-- Class C notes upgraded to A (high) (sf) from A (low) (sf)
-- Class D notes upgraded to A (low) (sf) from BBB (sf)
-- Class E notes upgraded to B (high) (sf) from B (sf)
JP5
-- Class A loan confirmed at AAA (sf)
-- Class B notes upgraded to AA (high) (sf) from AA (sf)
-- Class C notes upgraded to A (high) (sf) from A (sf)
-- Class D notes upgraded to A (sf) from BBB (high) (sf)
-- Class E notes upgraded to A (low) (sf) from BB (high) (sf)
-- Class F notes upgraded to BB (high) (sf) from BB (low) (sf)
JP6
-- Class A loan confirmed at AAA (sf)
-- Class B notes upgraded to AA (high) (sf) from AA (low) (sf)
-- Class C notes confirmed at A (high) (sf)
-- Class D notes upgraded to A (sf) from BBB (high) (sf)
-- Class E notes confirmed at BB (high) (sf)
-- Class X1 notes confirmed at BBB (sf)
Morningstar DBRS also removed the Under Review with Positive
Implications (UR-Pos.) status from all classes of notes where they
were placed on 17 September 2024, except for Class A loans already
rated AAA (sf).
The credit ratings on the Class A loans in all three transactions
address the timely payment of interest and the ultimate payment of
principal by the respective legal final maturity dates between 2059
and 2060. The credit ratings on the Class B notes in all three
transactions address the timely payment of interest when most
senior and the ultimate payment of principal by the respective
legal final maturity dates. The credit ratings on the remaining
classes of notes address the ultimate payment of interest and the
ultimate repayment of principal on or before the respective final
maturity dates.
CREDIT RATING RATIONALE
The credit rating actions resulted from full transaction reviews
following Morningstar DBRS' finalization of its "European RMBS
Insight: Dutch Addendum" on 11 September 2024, subsequently
included as Appendix 6 -- Dutch Addendum to its "European RMBS
Insight Methodology" as of December 3, 2024. The credit rating
actions conclude the under-review period for the transactions,
which began on September 17, 2024.
The Methodology presents the criteria for which Dutch RMBS credit
ratings and, where relevant, Dutch covered bonds credit ratings,
are assigned and/or monitored. The changes to the methodology
include a revised Dutch Loan Scoring Approach, updated house price
data, market value declines, and distressed sale discounts, as well
as revised rescission rates.
In addition to the material changes introduced in the methodology,
the credit rating actions are based on the following analytical
considerations:
-- Portfolio performances, in terms of delinquencies, defaults,
and losses, as of the September and October 2024 payment dates;
-- Portfolio default rates (PD), loss given default (LGD), and
expected loss assumptions on the remaining pools of receivables;
and
-- Current available credit enhancements to the rated loans and
notes to cover the expected losses at their respective credit
rating levels.
The transactions are bankruptcy-remote special-purpose vehicles
incorporated in the Netherlands. The Issuers used the proceeds from
the Class A loans and issued notes to fund the purchase of Dutch
mortgage receivables originated by Dutch Mortgage Services B.V.,
DNL 1 B.V., and Community Hypotheken B.V. (the Originators) and
acquired from Citibank N.A./London Branch. The Originators are
specialized residential buy-to-let real estate lenders operating in
the Netherlands and started their lending businesses in 2019. They
operate under the mandate of Citibank, N.A., which defines most of
the underwriting criteria and policies.
PORTFOLIO PERFORMANCE
As of the latest respective payment dates, loans up to three months
in arrears represented 1.2% (JP4), 0.2% (JP5), and 0.3% (JP6) of
the outstanding portfolio balances. The 90+ days delinquency ratio
and the cumulative default ratio both remained at 0.00% for all
three transactions.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pools of receivables of each transaction and updated its base case
PD and LGD assumptions as follows:
JP4: The base case PD and LGD assumptions on the current pool of
receivables are 3.8% and 14.1%, respectively.
JP5: The base case PD and LGD assumptions on the current pool of
receivables are 3.4% and 14.0%, respectively.
JP6: The base case PD and LGD assumptions on the current pool of
receivables are 3.9% and 11.7%, respectively.
CREDIT ENHANCEMENT
Credit enhancements to the rated loans and notes are provided in
the form of subordination of junior-ranking notes. The credit
enhancements continue to build up in line with the amortization of
the notes.
The transactions benefit from amortizing liquidity reserve funds
(LRF) that can be used to cover shortfalls on senior expenses and
interest payments on the Class A loans, liquidity support to the
Class B notes once most senior, and also indirectly provide credit
enhancement to the Class A loans and all other classes of notes, as
released amounts are part of the principal available funds. As of
the latest payment dates, the LRFs in each transaction were at
their respective target levels of 2,922,384 (JP4), 4,064,466 (JP5),
and 3,038,050 (JP6).
Citibank Europe plc - Netherlands Branch acts as the account bank
for the Issuers. Based on Morningstar DBRS' private credit rating
on the account bank provider, the downgrade provisions outlined in
the transactions documents, and other mitigating factors inherent
in the transactions' structures, Morningstar DBRS considers the
risk arising from the exposure to the account bank to be consistent
with the AAA (sf) credit rating assigned to the Class A loans, as
described in Morningstar DBRS' "Legal and Derivative Criteria for
European Structured Finance Transactions" methodology.
BNP Paribas SA (in JP4) and Citibank Europe plc (in JP5 and JP6)
act as the interest rate swap counterparties for the Issuers.
Morningstar DBRS' public Long-Term Issuer Rating of AA (low) on BNP
Paribas SA and public Long-Term Issuer Rating of AA (low) on
Citibank Europe plc are consistent with the first credit rating
threshold as described in Morningstar DBRS' "Legal and Derivative
Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
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S P A I N
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GERIAVI SL: EUR100MM Bank Debt Trades at 27% Discount
-----------------------------------------------------
Participations in a syndicated loan under which GeriaVi SL is a
borrower were trading in the secondary market around 72.6
cents-on-the-dollar during the week ended Friday, January 3, 2025,
according to Bloomberg's Evaluated Pricing service data.
The EUR100 million Term loan facility is scheduled to mature on
November 27, 2034. The amount is fully drawn and outstanding.
The Company's country of domicile is Spain.
SANTANDER CONSUMO 4: DBRS Confirms BB(low) Rating on Series E Notes
-------------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the following
series of notes (collectively, the Rated Notes) issued by FT
Santander Consumo 4 (the Issuer):
-- Series A Notes at AA (sf)
-- Series B Notes at A (high) (sf)
-- Series C Notes at A (low) (sf)
-- Series D Notes at BBB (low) (sf)
-- Series E Notes at BB (low) (sf)
The credit rating on the Series A Notes addresses the timely
payment of interest and the ultimate payment of principal on or
before the legal final maturity date in June 2038. The credit
ratings on the Series B, Series C, Series D, and Series E Notes
address the ultimate payment of interest and the ultimate payment
of principal on or before the legal final maturity date.
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- The portfolio performance, in terms of delinquencies and
defaults, as of the December 2024 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the Rated Notes to
cover the expected losses at their respective credit rating
levels.
The transaction is a securitization collateralized by receivables
related to consumer loans granted by Banco Santander SA (Banco
Santander; the originator) to private individuals residing in
Spain. The originator also services the portfolio. The transaction
closed in February 2021 and included an initial 13-month revolving
period, which ended on the March 2022 payment date.
PORTFOLIO PERFORMANCE
As of December 2024, loans that were one to two months and two to
three months in arrears represented 0.3% and 0.2% of the
outstanding portfolio balance, respectively, while loans more than
three months in arrears represented 8.9%. The default ratio
amounted to 1.35% of the aggregate initial portfolio balance
(including additional receivables purchased during the revolving
period).
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS updated its base case PD and LGD assumptions to
4.3% and 85.0%, respectively, from 4.9% and 78.7%, based on updated
historical performance data of the originator received in the
context of its recent securitizations.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the Rated Notes. As of the December 2024
payment date, credit enhancement to the Series A, Series B, Series
C, Series D, and Series E Notes was 15.8%, 8.8%, 6.0%, 2.9%, and
0.0%, respectively. The credit enhancement levels have remained
unchanged since Morningstar DBRS' initial credit ratings due to the
continuing pro rata amortization of the Rated Notes following the
end of the revolving period. The Rated Notes will continue to pay
on a pro rata basis unless certain events such as a breach of
performance triggers, a servicer insolvency, or a servicer
termination occur. Under these circumstances, the principal
repayment of the Rated Notes will become fully sequential and the
switch is not reversible.
The transaction benefits from an amortizing cash reserve funded
through the subscription proceeds of the Series F Notes, which has
a target balance equal to 2.0% of the Rated Notes, subject to a
floor of EUR 7.5 million. The cash reserve can be used to cover
senior costs and interest on the Series A Notes, Series B Notes,
Series C Notes, Series D Notes, and Series E Notes. As of the
December 2024 payment date, the cash reserve was at its target
balance of EUR 7.71 million.
Banco Santander acts as the account bank for the transaction. Based
on Morningstar DBRS' Long-Term Issuer Rating of A (high) on Banco
Santander (one notch below its Long Term Critical Obligations
Rating (COR) of AA (low)), the downgrade provisions outlined in the
transaction's documents, and other mitigating factors inherent in
the transaction's structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the Rated Notes, as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.
An interest rate swap is in place to hedge fixed-floating interest
rate risk, with Banco Santander acting as the swap counterparty.
Based on its COR and the collateral posting provisions included in
the documentation, Morningstar DBRS considers the risk arising from
the swap counterparty to be consistent with the credit ratings
assigned to the Rated Notes, in accordance with Morningstar DBRS'
"Legal and Derivative Criteria for European Structured Finance
Transactions" methodology.
Notes: All figures are in euros unless otherwise noted.
SANTANDER CONSUMO 6: DBRS Puts 'BB' Cl. E Notes Rating Under Review
-------------------------------------------------------------------
DBRS Ratings GmbH placed the credit ratings of four classes of
notes issued by Santander Consumo 6 FT Under Review with Negative
Implications (UR-Neg.) as follows:
-- Class B Notes rated AA (sf)
-- Class C Notes rated A (high) (sf)
-- Class D Notes rated A (low) (sf)
-- Class E Notes rated BB (sf)
Morningstar DBRS did not take rating action on the Class A Notes
(rated AA (sf)) also issued in the transaction.
The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the legal final maturity date. The credit ratings of the Class B
Notes, Class C Notes, and the Class D Notes address the ultimate
payment of interest (timely when most senior) and the ultimate
repayment of principal by the legal final maturity date. The credit
rating of the Class E Notes addresses the ultimate payment of
interest and the ultimate repayment of principal by the legal final
maturity date.
The transaction, issued in May 2024, is a securitization of a
portfolio of fixed-rate, unsecured, amortizing personal loans
granted without a specific purpose to private individuals domiciled
in Spain and serviced by Banco Santander SA (Santander).
CREDIT RATING RATIONALE
The UR-Neg. rating actions follow a review of updated historical
collateral performances with a noticeable deterioration in both the
historical cumulative defaults and recoveries that were already
reflected in the expected default and expected recovery assumptions
applied to Santander Consumo 7 FT issued on November 14, 2024.
As the transaction's revolving period is scheduled to end on
December 21, 2024, Morningstar DBRS considers it is prudent to
assess the potential cash flow impact from revised asset
assumptions when the transaction´s portfolio becomes static.
Notes: All figures are in euros unless otherwise noted.
===========================
U N I T E D K I N G D O M
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ANDREWS MARQUEES: South West & Wales Named as Administrators
------------------------------------------------------------
Andrews Marquees Limited was placed into administration proceedings
in the High Court of Justice Business and Property Courts in
Bristol, Insolvency & Companies List (ChD), Court Number:
CR-2024-000155, and Rob Coad and Sam Talby of South West & Wales
Business Recovery, were appointed as administrators on Dec. 30,
2024.
Andrews Marquees specializes in renting and leasing of machinery,
equipment and tangible goods.
Its registered office and principal trading office is at Unit 2
Dean Road Trading Estate, Dean Road, Bristol, BS11 8AT.
The administrators can be reached at:
Rob Coad
Sam Talby
South West & Wales Business Recovery
Orchard St Business Centre
13-14 Orchard Street, Bristol
BS1 5EH
Further Details Contact:
Charlie Cooper
Email: charlie.cooper@undebt.co.uk
ECS CAPITAL: CG & Co Named as Joint Administrators
--------------------------------------------------
ECS Capital Limited was placed into administration proceedings in
the High Court of Justice Property Courts of England & Wales,
Insolvency and Companies List (ChD), Court Number: CR-2025 of 19,
and Edward M Avery-Gee and Daniel Richardson of CG & Co were
appointed as joint administrators on Jan. 2, 2024.
ECS Capital specializes in financial intermediation.
Its registered office address and principal trading address is at
Stamford Green, 33 Stamford Street, Altrincham, WA14 1ES.
The joint administrators can be reached at:
Edward M Avery-Gee
Daniel Richardson
CG & Co
27 Byrom Street, Manchester
M3 4PF
For further details, contact:
Harry Seddon
Tel No: 0161 358 0210
Email: info@cg-recovery.com
MARCHANTCAIN DESIGN: Leonard Curtis Named as Joint Administrators
-----------------------------------------------------------------
Marchantcain Design Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Birmingham, Insolvency & Companies List (ChD), Court
Number: CR-2024-BHM-000707, and Conrad Beighton and Kirsty Swan of
Leonard Curtis, were appointed as joint administrators on Dec. 18,
2024.
Marchantcain Design is a design engineering consultancy that
provides new mechatronic product design, production lines, and
logistics.
Its registered office and principal trading office is at 1 Banner
Park, Wickmans Drive, Coventry, CV4 9XA.
The joint administrators can be reached at:
Conrad Beighton
Kirsty Swan
Leonard Curtis
Cavendish House
39-41 Waterloo Street
Birmingham, B2 5PP
Further Details Contact:
The Joint Administrators
Tel No: 0121 200 2111
Email: recovery@leonardcurtis.co.uk
Alternative contact: Moiz Khan
PLATFORM NINE: Quantuma Advisory Named as Administrators
--------------------------------------------------------
Platform Nine Ltd was placed into administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales Insolvency & Companies List (ChD) Court Number:
CR-2024-007682, and Sean Bucknall and Elias Paourou of Quantuma
Advisory Limited, were appointed as administrators on Dec. 30,
2024.
Platform Nine specializes in letting and operating of conference
and exhibition centres.
Its registered office is at Preston Park House, South Road,
Brighton, BN1 6SB and it is in the process of being changed to 3rd
Floor, 37 Frederick Place, Brighton, BN1 4EA. Its principal
trading address is at Floor 5 & 6, Tower Point, 44 North Road,
Brighton, BN1 1YR.
The administrators can be reached at:
Sean Bucknall
Elias Paourou
Quantuma Advisory Limited
3rd Floor, 37 Frederick Place
Brighton, BN1 4EA
Further Details Contact:
Billy Poulton
Tel No: 01273 322400
Email: Billy.Poulton@quantuma.com
SALUS DAC: DBRS Cuts Class D Notes Rating to BB(low)
----------------------------------------------------
DBRS Ratings Limited took the following credit rating actions on
the notes issued by Salus (European Loan Conduit No. 33) DAC (the
Issuer):
-- Class A downgraded to A (high) (sf) from AA (high) (sf)
-- Class B downgraded to BBB (sf) from A (low) (sf)
-- Class C downgraded to BB (high) (sf) from BBB (low) (sf)
-- Class D downgraded to BB (low) (sf) from BB (sf)
The trends on all credit ratings are Negative.
CREDIT RATING RATIONALE
The credit rating downgrades result from the further increase in
Morningstar DBRS' cap rate assumption for the underlying property
by 55 basis points (bps) to 6.30% from 5.75% as at Morningstar
DBRS' last review of the deal in July 2024. At the time,
Morningstar DBRS had already raised its cap rate by 55 bps to 5.75%
from 5.20% to reflect the aged property valuation (March 2023), the
transaction's reduced tail period, and its refinancing risk. The
senior loan's extended maturity into the tail period is approaching
on January 20, 2025 and, in Morningstar DBRS' view, the sale of the
Citypoint asset is unlikely to take place on schedule, or at least
not likely to be executed at a sale price in line with the
sponsor's expectations.
If the borrower does not manage to refinance or sell the property
within loan maturity, the servicer would not be able to grant
another 12-month extension without noteholders' consent first.
While the improved cash flow metrics of the portfolio might point
towards a noteholder-approved restructuring, Morningstar DBRS is of
the opinion that the senior loan is highly likely to default at its
maturity and, as a result, to be transferred into special
servicing.
The transaction is a securitization of a GBP 367.5 million
floating-rate senior commercial real estate loan that Morgan
Stanley & Co. International Plc (Morgan Stanley) advanced in
November 2018 to CityPoint Holdings I Ltd., which is controlled by
Brookfield Asset Management Inc. (the Sponsor). The senior loan is
split into two pari passu facilities: Facility A, which totals GBP
354.0 million, and Facility B (the capital expenditure (capex)
facility), which totals GBP 13.5 million. Facility A refinanced the
borrower's existing debt, whereas the capex facility financed some
refurbishment works that the Sponsor planned at issuance.
Additionally, there is a non-securitized mezzanine facility
totaling GBP 91.9 million that is contractually and structurally
subordinated to the senior facilities. For the purposes of
complying with the applicable risk retention requirements, Morgan
Stanley also advanced a GBP 18.4 million vertical risk retention
(VRR) loan to the issuer.
The senior loan is secured by a single asset known as Citypoint, a
36-storey office tower in the City of London originally built for
British Petroleum in 1967. The building offers 704,657 square feet
(sf) of office space and more than 60,000 sf of retail space,
including several restaurants and one of the largest health club in
the Square Mile, Nuffield Health. It is one of the largest office
buildings in the City of London and underwent a comprehensive
reconstruction in 2001. Since then, the owner has maintained the
property to a high standard with ongoing refurbishment works and,
as such, the building does not show any significant signs of
obsolescence. In particular, as part of the Sponsor's business plan
to capture the asset's reversionary value potential, during the
course of 2020-21, levels five to eight (the podium floors)
underwent a comprehensive refurbishment at a cost of around GBP 167
per sf (psf) to provide high-quality Grade A offices and an
additional floor area and walkway. Landscaped terraces were also
included, and the dedicated podium reception was refurbished.
After the refurbishment, there was letting activity on level eight
with the execution of a new lease to an already occupying tenant,
Squarepoint Capital LLP, that commenced on March 1, 2023. The
contracted rent for the new lease is GBP 1.47 million per annum
(GBP 59 psf) and the lease commenced on 1 December 2023. More
recently, the borrower signed a new lease with Phaidon
International (UK) Ltd for the whole level seven, with an annual
contracted rent of GBP 2.4 million (GBP 56 psf) and a 10-year term
commencing in March 2025. As a result, the building's physical
occupancy increased to 88.3% at the October 2024 interest payment
date (IPD) from 81.6% as of the July 2024 IPD. Moreover, based on
the October 2024 IPD servicer report, Morningstar DBRS understands
that terms have been agreed with a new tenant to occupy level six
on a 10-year term commencing in April 2025, which would boost
occupancy up to 95% upon completion of the lease. Therefore, level
five is still the only vacant level in the building, and
negotiations are ongoing with potential new tenants.
As a result of the new lettings, contracted rent increased by 9.5%
to GBP 34.4 million as of October 2024 IPD from GBP 31.4 million as
of the April 2024 IPD. Projected net rental income stood at GBP
31.7 million in October 2024, thus resulting in a debt yield of
8.6%, which is above the cash-trap covenant of 8.0%. In March 2023,
Savills Plc (Savills) revalued the property at GBP 670.0 million,
which is 9.5% lower than the previous valuation of GBP 740.0
million from Knight Frank LLP in September 2021, but still 11.6%
higher than the initial valuation of GBP 600.0 million that Jones
Lang LaSalle Incorporated conducted in October 2018. The senior
loan's loan-to-value ratio remained constant at 54.9%, in
compliance with the cash trap covenant of 72.5%.
Morningstar DBRS maintained its stabilized net cash flow (NCF)
assumption at GBP 25.3 million. In addition, Morningstar DBRS
increased its cap rate assumption by 55 bps to 6.3% from 5.75% to
further account for increased refinancing risk and other
transaction-specific weaknesses. The increased cap rate translates
into an updated Morningstar DBRS value of GBP 401.6 million, which
represents a 40.0% haircut to Savills' valuation dated March 2023.
At the previous review in July 2024, Morningstar DBRS' value was
equal to GBP 439.9 million, thus reflecting a 34.3% haircut to the
most recent valuation. In Morningstar DBRS' opinion, the current
market value of the asset is likely lower given the widening of
yields in the office market. The Sponsor put the asset on sale in
September 2024 without attaching a formal price tag, but it is
publicly known that they are seeking offers over GBP 500 million,
which could mean a price as much as 25% lower than the latest
valuation of GBP 670 million. Although this would be sufficient to
fully repay the GBP 459.4 million outstanding debt secured against
the building, the lack of deals of similar magnitude (i.e., big
London offices) makes it difficult to pin down the property's exact
current market value.
The senior loan was initially scheduled to mature on January 20,
2022 with two one-year conditional extension options available to
the borrower. The borrower exercised these options, extending the
senior loan's maturity to January 22, 2024. The borrower then
requested an additional 12 months' maturity extension to January
20, 2025. In December 2023, the servicer agreed to the extension
conditional to certain amendments to the senior loan including, but
not limited to, increasing the loan margin by 0.35% to 2.50% per
annum for the period from January 20, 2024 to January 20, 2025 and
a one-off maturity fee of 0.25% of the principal amount outstanding
of the senior loan, both to be passed on to the noteholders and the
VRR lender. The senior loan is interest only and currently accrues
quarterly interest at the aggregate of compounded Sterling
Overnight Interest Average (Sonia) and a credit adjustment spread
of 0.1193%, plus the 2.5% annual margin. It is fully hedged up
until January 2025 with an interest rate cap provided by Wells
Fargo Bank, N.A. with a strike rate of 2.5%.
The liquidity facility outstanding balance stood at GBP 20.0
million as of the April 2024 IPD, unchanged since issuance, and
covers the Class A through Class D notes. According to Morningstar
DBRS' analysis, the outstanding amount of the liquidity facility
provides coverage of 13.7 months based on the interest rate cap
strike rate of 2.5% or 9.1 months based on the 5.0% Sonia cap
payable on the notes after the expected note maturity date.
Notes: All figures are in British pound sterling unless otherwise
noted.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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