/raid1/www/Hosts/bankrupt/TCREUR_Public/250206.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, February 6, 2025, Vol. 26, No. 27
Headlines
D E N M A R K
SGL GROUP: S&P Affirms 'B' ICR & Alters Outlook to Stable
G E R M A N Y
TRENCH GROUP: S&P Assigns Prelim. 'B+' ICR, Outlook Stable
[] S&P Takes Rating Actions on 8 Greek Banks
I R E L A N D
NORTHWOODS CAPITAL 19: Moody's Affirms Ba3 Rating on Class E Notes
I T A L Y
DOVALUE SPA: S&P Rates New EUR300MM Senior Secured Notes 'BB'
MONTE DEI PASCHI: Moody's Affirms Ba2 Rating on Sr. Unsecured Debt
K A Z A K H S T A N
KAZAKHTELECOM JSC: S&P Lowers ICR to 'BB', Outlook Negative
L U X E M B O U R G
TRINSEO LUXCO: Moody's Rates New Incremental Secured Debt 'Caa1'
S P A I N
SANTANDER CONSUMER 2021-1: Moody's Cuts Rating on E Notes to Ba3
U N I T E D K I N G D O M
DORSET HIRE: Milsted Langdon Named as Administrators
DR MORTON'S: FRP Advisory Named as Administrators
ENCOME ENERGY: Kirks Named as Administrators
INSPIRED EDUCATION: Moody's Affirms 'B2' CFR, Outlook Stable
J & A PLANT: Leonard Curtis Named as Administrators
OCS PARCO: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable
SEVEN TRAFFIC: Moorfields Named as Administrators
WEBMASTER LIMITED: Evelyn Partners Named as Administrators
YEOH SAXTON-PIZZIE: Forvis Mazars Named as Administrators
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D E N M A R K
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SGL GROUP: S&P Affirms 'B' ICR & Alters Outlook to Stable
---------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive and
affirmed all its ratings, including its 'B' issuer credit rating,
on Denmark-based freight forwarder and logistics services company
SGL Group.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '4' recovery rating to the company's proposed EUR350 million
senior secured notes, proceeds of which will be used to refinance
the remaining balance of SGL's existing senior secured notes due in
2028, finance the recent acquisition, fund cash to the balance
sheet, and pay related fees and expenses.
"The stable outlook reflects our expectation for revenue and EBITDA
growth in 2025 and that we expect the company to generate positive
free operating cash flow (FOCF) and reduce leverage to 4.5x-5.0x
over the next 12 months.
"SGL Group incurred more debt and faced slower earnings growth in
the first three quarters of 2024 than we had previously
anticipated, leading to higher-than-expected leverage of about 6.0x
we estimate for 2024.
"Although we expect S&P Global Ratings-adjusted leverage to reduce
in 2025, it will likely remain above 4.5x in the next 12 months,
which is not commensurate with a higher rating.
"The outlook revision reflects SGL's slower EBITDA growth and
higher debt levels than we had previously anticipated. SGL's
year-on-year sales growth of 11% for the first nine months of 2024,
was supported by robust organic trade volumes in most of its
regions and contributions from recent acquisitions. However, SGL's
investments in its central functions and a notable increase in
staff costs weighed on the company's profitability. We now estimate
SGL will generate an S&P Global Ratings-adjusted EBITDA of EUR180
million-EUR190 million in 2024 compared with our previous
expectation of more than EUR200 million (including contributions
from acquisitions). In addition, the company incurred a significant
working capital build up (of EUR141 million) in the first nine
months of 2024 (compared with about EUR27 million for the same
period in 2023), mainly reflecting increased freight rates and
trade volumes and pressure on payments from its customers. This led
the company to draw on its revolving credit facilities (RCFs) and
to increase debt above EUR1 billion, from about EUR795 million at
year-end 2023. As a result, we now estimate the company will report
leverage for 2024 at about 6.0x versus our previous expectation of
about 4.5x.
"We expect reduced leverage and a return to positive FOCF in 2025,
supported by full-year contributions from recent acquisitions, and
normalization of working capital. We estimate full-year EBITDA
contributions from acquisitions of EUR30 million-EUR40 million in
2025. Furthermore, we expect SGL to benefit from full-year cost
efficiency efforts initiated during the previous year, in
particular in its North American operations. This, alongside robust
organic volumes, should help reduce SGL's leverage toward 4.5x-5.0x
by year end 2025. We project positive FOCF on stronger EBITDA
generation, a working capital reversal, and a moderate cash
interest cost reduction following the transaction and repayment of
more expensive notes.
"The planned transaction aims to reduce interest costs, push out
the next debt maturity, and fund its external growth. SGL is
raising new notes, which we anticipate will be about EUR350
million. The group intends to use most of the new debt to repay its
remaining outstanding 2028 floating rate notes. The rest will be
earmarked for its acquisition of a Canadian freight forwarder
(offering a full suite of global logistics solutions across
transport modes), and to add to the EUR81 million of cash on hand
as of Sept. 30, 2024. At transaction close, absolute debt will
increase by about 7% to about EUR1.1 billion, consisting mainly of
the EUR600 million senior secured callable notes due in 2030, new
notes, drawn RCF and leases."
The rating on SGL reflects its position as a midsize, asset-light
freight forwarder and logistics services provider in the highly
fragmented and price-competitive logistics industry. SGL's weak
business risk profile assessment reflects the company's large
geographic footprint in Europe, North and South America, and
Asia-Pacific. It enables the group to benefit from broad reach,
demand diversity, and value propositions, resulting in new customer
wins and cross-selling opportunities. Acquisitions have helped SGL
increase its global footprint, win market share, and expand its
absolute EBITDA base, but its pricing power vis-a-vis customers and
negotiating power with cargo capacity providers remains constrained
in the fragmented and price-competitive freight forwarder industry.
SGL has a solid track record of customer retention because of its
expertise in niche markets and provision of tailor-made multimodal
logistics solutions. The group has also been able to reap benefits
from its collaboration with nongovernmental and humanitarian
organizations, such as the UN and UNICEF. Accounting for 10%-15% of
SGL's revenue, these operations are not the largest contributors,
but they are recurring, and S&P understands that they generate
above-average returns.
The stable outlook reflects S&P's expectation for modest revenue
and EBITDA growth in 2025. It expects SGL to generate positive FOCF
and reduce leverage to 4.5x-5.0x over the next 12 months.
S&P would take a negative rating action if SGL's:
-- EBITDA generation pro forma acquisitions significantly
underperforms S&P's base case, leading to adjusted debt to EBITDA
rising above 6.0x without prospects for a quick reduction;
-- FOCF after lease payments turns sustainably negative; or
-- Funds from operations (FFO) cash interest coverage falls
significantly below 2.0x on a sustained basis.
These developments could stem from unforeseen operational setbacks,
such as the loss of a few key customers and reduced demand from
existing clients. Aggressive external growth initiatives involving
large new debt not compensated for by corresponding growth in
earnings or unexpected significant shareholder remuneration could
also lead to a negative rating action.
S&P could also downgrade SGL if the group's liquidity position
deteriorates unexpectedly.
S&P could take a positive rating action if we expect that SGL will
sustain EBITDA growth while integrating the planned acquisitions
profitably, such that:
-- Its adjusted debt to EBITDA falls to and stays below 4.5x
-- Adjusted FFO cash interest coverage improves to about 2.5x on a
sustainable basis, and
-- It had enough cushion to absorb potential operating volatility
and its debt-funded merger and acquisition (M&A) growth strategy.
An upgrade would also depend on the financial sponsor committing to
a clear financial policy that targets maintaining debt leverage
below 4.5x.
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G E R M A N Y
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TRENCH GROUP: S&P Assigns Prelim. 'B+' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to Germany-based Trench Group Holdings GmbH. S&P also
assigned its preliminary 'B+' issue rating to the EUR380 million
term loan B (TLB). The '3' recovery rating reflects its expectation
of meaningful recovery prospects (50%-70%; rounded estimate 65%) in
the event of a default.
S&P said, "The stable outlook reflects our view that Trench Group
will generate solid organic revenue growth and
above-capital-goods-average EBITDA margins in the next two fiscal
years, supported by secular trends such as expanding
electrification and rising renewable energy generation that require
large investments in electric power grids. It also reflects our
expectation that Trench Group will post an S&P Global
Ratings-adjusted debt to EBITDA ratio below 3.5x and free operating
cash flow (FOCF) to debt of more than 5%."
Trench Group -- a leading global manufacturer of high-voltage
electrical products -- has been carved out by its previous owner,
Siemens Energy AG, and subsequently acquired by private equity firm
Triton Partners.
"We expect Trench Group to benefit from strong demand for
high-voltage grid investments and maintain relatively solid credit
metrics, including S&P Global Ratings-adjusted debt to EBITDA below
3.5x. The preliminary 'B+' rating on Trench Group is also
supported by its sound profitability, which we view as above
average for the capital goods sector, as well as good cash
conversion, with FOCF to debt of 5%-10%. However, our rating on
Trench Group is constrained by its limited scale due to its niche
focus, the narrow scope of its product portfolio, lack of
meaningful service revenues (in line with industry peers), as well
as by the private equity ownership."
Trench Group was acquired by Triton Partners as a part of the
carve-out deal from Siemens Energy. In October 2023, Triton
Partners and Siemens Energy announced they had agreed the terms for
the acquisition of Siemens Energy's Trench business. The deal
closed end of March 2024. Trench Group is now looking to raise a
EUR380 million syndicated TLB, with proceeds mainly used to
refinance the existing EUR210 million TLB and to fully repay the
existing shareholder loan. In addition, the company is planning to
raise a EUR130 million revolving credit facility (RCF) and a EUR75
million guarantee facility. The TLB is due in seven years, and the
RCF and the guarantee facility mature in 6.5 years. S&P said, "We
note that preference shares are also present in the capital
structure, which sit at the parent entity Saphira BidCo S.a.r.l. We
treat these as equity and exclude them from our leverage and
coverage calculations because we see an alignment of interest
between non-common and common equity holders."
Leading position in its sphere of products and long-standing
relationships with customers support our rating on Trench Group,
although it is somewhat constrained by the size of the industry
that they serve. Trench Group manufactures and provides bushings,
instrument transformers, and coils that are primarily used by
transmission and distribution operators. These three components are
important elements in the power system value chain due to their
role in ensuring electrical insulation, accurate measurements, and
efficient energy conversion.
Trench Group has maintained its position in the industry over the
years and estimates that it holds a share of more than 25% of the
total addressable segments it serves. Nevertheless, its niche focus
limits the scalability of the business. That said, Trench Group's
revenue is bolstered by its sticky customer base, established
client relationships, and long-term framework agreements. S&P said,
"Furthermore, we understand the company holds long-term supply
agreements with many of its main customers, some of which include
offtake agreements, at least until FY2030. This further supports
Trench Group's revenue basis in the long term. We highlight that
Trench Group exhibits relatively high customer concentration, with
the top 10 clients accounting for 40%-45% of revenues."
Trench Group's revenue growth is underpinned by aging
infrastructure, intensifying demand from electrification, and
rising renewable energy generation that require large investments
in electric power grids. S&P expects the company's revenue to
rise by 8% to about EUR735 million in FY2025 from EUR682 million in
FY2024, thanks to its record high order book of EUR1,062 million as
per end-FY2024. This should also cover a big portion of our 3%-5%
growth assumption for FY2026 with revenue reaching EUR740
million-EUR770 million.
The high order intake levels reflect large investment needs after a
long period of underinvestment in infrastructure, specifically in
terms of replacements, reinforcements, and new connections.
Investment needs into the high-voltage grid are underpinned by more
decentralized electricity generation from renewable energy
sources--such as wind, solar, and hydro--as well as the fast
growing and electricity-intense data center industry, along with
increasing demand for electricity from rapid urbanization and
population growth. At the same time, the segment remains
undersupplied, which is reflected in the almost full capacity
utilization across most players. Consequently, suppliers are
expanding their capacities to meet the growing demand.
High profitability is expected to continue under the new ownership,
leading to positive cash flow generation despite higher capital
expenditure (capex) expectations. S&P said, "The new pricing
strategy covers over 80% of long-term spot business and frame
agreements and should improve Trench Group's pricing power, which
we anticipate will boost its EBITDA margin. That said, we forecast
that its EBITDA margin will increase by 400bps-600bps over
2025-2026 compared to FY2024, mainly driven by streamlining
activities related to the carve-out, which put a burden on FY2024
margins, as well as higher volumes and further cost optimization
measures driven by the ownership change. We understand that no
further material restructuring or other one-off costs are planned.
Based on good revenue growth and strong profitability--but partly
offset by planned higher expansion capex--we forecast Trench Group
will report positive FOCF of about EUR30 million-EUR40 million in
2025, including transaction costs, and EUR50 million-EUR70 million
in 2026. This translates into S&P Global Ratings-adjusted debt to
EBITDA of 3.0x-3.2x in FY2025 and 2.8x-3x in FY2026, with adjusted
funds from operations (FFO) to debt of about 18%-22% in
FY2025/FY2026."
S&P said, "Our rating on Trench Group is constrained by its
financial-sponsor ownership. After the refinancing, Trench Group
will post adjusted debt to EBITDA of 3.0x-3.2x at year-end 2025,
which is relatively moderate compared with other leveraged buyouts.
However, given the intrinsic characteristics and typically more
aggressive nature of financial sponsors' strategies--in terms of
shareholder distributions or debt-financed M&A growth--the rating
is constrained by our assessment of the company's financial
policy.
"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the proposed
debt instruments. The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the proposed credit and guarantee
facilities depart from the materials and terms reviewed, we reserve
the right to withdraw or revise the ratings. Potential changes
include, but are not limited to, utilization of the proceeds,
maturity, size and conditions of the facilities, financial and
other covenants, security, and ranking.
"The stable outlook reflects our view that Trench Group will
generate solid organic revenue growth in the next fiscal two years,
supported by expanding electrification and rising renewable energy
generation that require large investments in electric power grids.
It also reflects our expectation that the company will post
comfortably above-capital-goods-average EBITDA, complete all
carve-out and streamlining activities, and maintain an S&P Global
Ratings-adjusted debt-to-EBITDA ratio below 3.5x and free operating
cash flow (FOCF) to debt of more than 5%."
S&P could lower the ratings if:
-- Profitability weakens due to higher-than-expected carve-out and
restructuring costs or an adverse market development,
-- Debt to EBITDA exceeds 4.5x, or
-- FOCF to debt falls below 5%.
Although unlikely in the near term, S&P could consider taking a
positive rating action if the financial sponsor clearly commits to
keep Trench Group's debt to EBITDA well below 4x on an S&P Global
Ratings-adjusted basis, combined with an established track record
of low leverage coupled with a consistently expanding revenue base
and notably improving EBITDA margins.
[] S&P Takes Rating Actions on 8 Greek Banks
--------------------------------------------
S&P Global Ratings took the following rating actions on eight Greek
banks:
-- National Bank of Greece S.A.: S&P raised its long- and
short-term issuer credit ratings to 'BBB-/A-3 ' from 'BB+/B'. The
outlook is stable. S&P also affirmed its long- and short-term
resolution counterparty ratings (RCRs) at 'BBB/A-2'.
-- Eurobank S.A.: S&P raised its long- and short-term issuer
credit ratings to 'BBB-/A-3 ' from 'BB+/B'. The outlook is stable.
S&P also affirmed its long- and short-term RCRs at 'BBB/A-2'.
-- Eurobank Holdings: S&P raised its long-term issuer credit
rating to 'BB+' from 'BB-' and affirmed the 'B' short-term rating.
The outlook is stable.
-- Alpha Bank S.A.: S&P affirmed its 'BB+/B' long- and short-term
issuer credit ratings and its 'BBB/A-2' long- and short-term RCRs.
The outlook is stable.
-- Alpha Services and Holdings S.A.: S&P affirmed its 'BB-/B'
long- and short-term issuer credit ratings. The outlook is stable.
-- Piraeus Bank S.A.: S&P raised its long-term issuer credit
rating to 'BB+' from 'BB' and affirmed the 'B' short-term rating.
The outlook is stable. S&P also raised its long- and short-term
RCRs to 'BBB/A-2' from 'BBB-/A-3'.
-- Piraeus Financial Holdings S.A.: S&P raised its long-term
issuer credit rating to 'BB-' from 'B+' and affirmed the 'B'
short-term rating. The outlook is stable.
-- Aegean Baltic Bank S.A.: S&P raised its long-term issuer credit
rating to 'BB' from 'BB-' and affirmed the 'B' short-term rating.
The outlook is stable.
S&P said, "We also raised our issue ratings on the senior and
subordinated debt of National Bank of Greece, Eurobank, Eurobank
Holdings, Piraeus, and Piraeus Financial Holdings. We also affirmed
our issue ratings on the senior and subordinated debt of Alpha Bank
and Alpha Bank Services and Holdings. Finally, we affirmed our
issue ratings on the junior subordinated debt of Piraeus Financial
Holdings.
"Our view of Greek banks' institutional framework is now in line
with that of most eurozone peers. Greek banks' gradual financial
strengthening has given the regulator more leeway to act
proactively and tackle the remaining issues from the financial
crisis. The sharing of regulatory and supervisory duties with the
European Central Bank (ECB) for the four largest banks, which
account for 95% of total system assets, also supports our view."
The Bank of Greece has helped implement initiatives to accelerate
the Greek banking system's clean-up after a decade-long financial
crisis. The regulator has also supported banks in their efforts to
tackle their large legacy stocks of nonperforming exposures (NPEs),
together with the ECB's Single Supervisory Mechanism, the Hellenic
Ministry of Economy and Finance, and the Hellenic Financial
Stability Fund.
Specifically, the Hercules asset protection scheme has proved
successful since its implementation by providing government
guarantees to assist banks in securitizing and offloading legacy
NPEs from their balance sheets. This has led to a remarkable
improvement in banks' risk profiles, with the banking system's NPE
ratio improving to 4.6% at end-September 2024 from 56.3% as of
end-2016.
In 2024, the Greek authorities finalized the merger of Attica Bank
and Pancreta Bank, the sixth and seventh largest banks in the
system respectively, with the intention of restructuring and
consolidating the two banks. If managed successfully, this would
lead the new bank to report an NPE ratio below 3%, compared with
above 50% at end-2023, marking the final step in the clean-up of
the Greek banking system.
The trend of consolidation since 2012 has largely reduced the Greek
banking system's complexity and improved its efficiency. S&P views
the banking system as relatively plain vanilla, with a manageable
number of banks. In the aftermath of the financial crisis, the
major Greek banks have gradually absorbed the weakest players,
leading to a drop in the number of banks to 13 from 30 as of 2012.
At the same time, banks have simplified their business models as
they have divested most non-core assets and foreign exposures. The
asset size-to-GDP ratio for all financial institutions decreased
from a peak of 238% at end-2012 to 140% at end-2023. This should
lower the risk of supervisory lapses.
S&P also takes a positive view of the Bank of Greece beefing up its
macroprudential regulatory framework. The Bank of Greece has
implemented new borrower-based measures to prevent the future
buildup of imbalances in the property market. From January 2025,
banks will cap the loan-to-value ratio at origination at 90% for
first-time buyers and 80% for other buyers. It will also cap the
debt service-to-income ratio at 50% and 40%, respectively.
S&P said, "Consequently, we revised our industry risk score on
Greece to '5' from '6', and the overall Banking Industry Country
Risk Assessment (BICRA) to '5' from '6', leading to an improvement
in the anchor for Greek banks to 'bbb-' from 'bb+'.
"After restoring asset quality and earnings capacity, we believe
that the Greek banking system has reached an inflection point and
will now be looking to deploy capital to grow its balance sheet and
preserve profitability while limiting inflows of new defaulted
loans. In 2024, domestic nonperforming assets dropped further on
the back of NPE sales, but more importantly, the system didn't
record any material new inflows of defaulted loans, benefitting
from the ongoing positive economic momentum in Greece.
"We expect Greek domestic systemically important banks' (DSIBs')
NPE ratio to range between 2.5% and 4.0% as of year-end 2024. In
our view, the decrease in restructuring charges, coupled with
banks' wide margins, have supported the restoration of banks'
bottom lines. We expect the banking system's return on equity (ROE)
to land at about 13.5% at end-2024."
Going forward, a decline in interest rates and spread compression
will pressurize banks into fostering new earnings drivers to
protect their profitability. These drivers include a significant
pick-up in lending to 4%-5% per year in 2025-2026--thanks to the
continuation of large government projects and Next Generation EU
funds--and the expansion of fee-generating capacities. Banks'
ability to keep operating costs low and credit losses at bay
despite rapid growth will be key to them retaining earnings.
Positively, Greek banks' quality of capital will improve faster
than we anticipated. DSIBs have announced their intention to
fast-track the amortization of DTCs from 2025, building on their
solid profitability. DTCs were initially scheduled to be fully
amortized by 2041, but banks now plan an extra yearly amortization
amount ranging from EUR130 million to EUR190 million each,
corresponding to 29% of banks' intended shareholder payout. This
accelerated pace should pave the way for a cleaner capital base,
fully eliminating DTCs by 2032-2034. At the same time, the capital
hit will be manageable for banks considering their likely resilient
profitability.
S&P said, "We now believe that our risk-adjusted capital (RAC)
measures for Greek banks adequately capture risks relating to
deferred tax assets (DTAs) and DTCs. We continue to believe that
Greek DTCs are of weaker quality than regular capital because of
the lack of incentives for banks to use them against potential
losses. However, banks' likely resilient profitability and efforts
to accelerate their amortization will reduce the risks we see
associated with banks' still-large stock of DTCs.
"In addition, our RAC analysis already reflects our more
conservative approach toward DTCs and DTAs than the regulatory
approach through greater capital deduction and risk weights.
Consequently, we have removed the negative adjustment we applied to
all four Greek DSIBs' capital positions.
"Our view of lower industry risk in Greece and our more positive
stance on Greek banks' high share of DTCs has led to different
rating actions on Greek banks. We describe these below."
National Bank of Greece S.A. (NBG)
Primary analyst: Pierre Hollegien
S&P said, "We raised our long- and short-term ratings on the bank
to 'BBB-/A-3' from 'BB+/B', reflecting our view of lower industry
risks in Greece, coupled with the prospect of improving quality of
capital. In line with the rest of the sector, NBG has announced
that it will accelerate the amortization of DTCs, which we believe
is manageable based on our expectation of NBG's profitability and
current capitalization.
"Our current ratings on NBG reflect a solid but concentrated
franchise within the Greek banking system, and improved
risk-adjusted profitability thanks to high margins and a funding
advantage that partly offsets the still-high economic risks we see
in Greece."
Outlook
S&P said, "The stable outlook reflects our view that NBG will
preserve a solid credit profile over the next 12-24 months,
benefiting from Greece's positive economic development. We expect
the bank's RAC ratio to continue improving, landing in the
9.0%-9.5% range, compared with 7.9% as of end-2023. This is much
higher than the ratios of NBG's closest Greek peers, supported by
benign asset quality and resilient profitability.
"We also expect the NPE ratio to further decrease to below 3.0% by
year-end 2026 from 3.3% as of Sept. 30, 2024, with coverage
remaining high and close to the 86% that NBG achieved as of
end-September 2024. Consequently, we project that the cost of risk
will decline to close to 50 basis points (bps)-55 bps by year-end
2026 from 95 bps as of Dec. 31, 2023.
"While we anticipate that ROE will gradually decrease from the
16.9% we forecast for 2024, it will remain solid at about 14.3% in
2026. In the context of declining rates, a lower cost of risk,
strong efficiency (we foresee the cost-to-income ratio trending at
about 35% over the next two years), a pick-up in lending
origination, and a funding advantage will support the bank's
operating performance."
Upside scenario
S&P said, "A positive rating action would hinge on a similar action
on Greece (the outlook on the sovereign ratings is currently
positive). It would also depend on our view of NBG's intrinsic
creditworthiness improving. This could materialize if NBG sustains
high levels of profitability, coupled with more benign credit
losses. This would bring the bank's RAC ratio sustainably above
10%, or lead its risk-adjusted operating performance to sustainably
outperform higher-rated peers'."
Downside scenario
S&P said, "We could lower the long-term rating on NBG if we see
credit risks building as lending becomes more dynamic. Although a
remote possibility at this stage, we could also lower the ratings
if an aggressive dividend payout or a weakening of earnings
capacity lead to a pronounced drop in the bank's capitalization."
Eurobank S.A. And Eurobank Holdings
Primary analyst: Pierre Hollegien
S&P said, "We raised our long- and short-term ratings on Eurobank
to 'BBB-/A-3' from 'BB+/B', reflecting our view of lower industry
risks in Greece's banking system, coupled with the prospect of
improving quality of capital, which has led to a better capital and
earnings assessment."
In line with the rest of the sector, Eurobank has announced that it
will accelerate the amortization of DTCs. These represented 36% of
common equity Tier 1 (CET1) capital as of end-September 2024. They
should reduce to about 20% by end-2027 and be fully eliminated by
2033.
The current ratings reflect Eurobank's solid market position within
Greece, Cyprus, and Bulgaria, and its sound capitalization and
asset quality. This balances the pressure on Eurobank's
capitalization and execution risks surrounding its growth plans and
potential acquisitions.
S&P said, "We also raised our long-term issuer credit rating on
Eurobank Holdings by two notches, to 'BB+' from 'BB-'. This is
because we now rate the operating company, Eurobank,
investment-grade, reducing the risk we see from potential
constraints on Eurobank upstreaming resources to Eurobank Holdings.
We also affirmed the 'B' short-term rating on Eurobank Holdings."
Outlook
S&P said, "The stable outlook reflects our view that Eurobank will
preserve its credit profile over the next 12-24 months. Despite the
negative capital impact from the acquisition of Hellenic Bank,
increasing shareholder rewards, and the capital hit from the extra
DTC amortization, we expect our RAC ratio to improve to the
7.2%-7.7% range in 2025-2026.
"That's because we expect Eurobank's earnings generation to remain
solid, with the projected return on average common equity at 15% by
end-2026. Support will come from Greece's positive economic
development, Eurobank's acquisition of Hellenic Bank and related
synergies, and credit risk remaining contained despite dynamic
growth."
The stable outlook on Eurobank Holdings mirrors that on its
operating entity.
Upside scenario
A positive rating action would hinge on a similar action on Greece
(the outlook on the sovereign rating is currently positive). It
would also depend on S&P's view of Eurobank's intrinsic
creditworthiness improving. This could materialize if Eurobank
manages to achieve risk-adjusted returns that sustainably
outperform those of higher-rated peers while credit losses remain
under control as the loan book grows; or if the RAC ratio
strengthens materially to exceed 10%. A positive rating action
would also hinge on the successful integration of Hellenic Bank.
Downside scenario
S&P could lower the long-term rating on Eurobank if:
-- The acquisition of Hellenic Bank has unexpected negative
effects on Eurobank's financial strength;
-- S&P sees credit risks building on the back of rapid lending
growth; or
-- Aggressive dividend payouts, weakening earnings capacity, or
further acquisitions lead to a pronounced drop in the bank's
capitalization.
A downgrade of Eurobank would trigger a similar action on its
parent, with the rating gap between the two widening again.
Alpha Bank S.A. and Alpha Services and Holdings S.A.
Primary analyst: Marta Escutia
S&P said, "Despite our view of lower industry risks in Greece and
improving quality of capital, we affirmed our 'BB+/B' long- and
short-term ratings on Alpha Bank due to our comparative rating
analysis. We believe that the bank's profitability, efficiency, and
asset quality metrics still lag those of higher-rated peers."
Although gaining momentum, Alpha Bank's stock of NPEs remains
slightly higher than that of Greek peers. In September 2024, Alpha
Bank's NPE ratio stood at 4.6% and its cost of risk at 126 bps
(including one-offs relating to sales and securitizations), while
its coverage, at 41.4%, was also lower than domestic peers.
Still-high credit impairments weigh on the bank's profitability,
which underperforms that of peers. Alpha Bank's ROE, which S&P
projects at almost 10% at year-end 2024, is significantly below the
16.5% average for the remaining three Greek DSIBs.
S&P said, "Our current ratings on Alpha Bank balance the bank's
solid but domestically concentrated franchise, enhanced operating
performance, and adequate capital buffers against our view of the
still-high economic risks we see in Greece.
"We also affirmed the ratings on Alpha Services and Holdings; these
ratings stand two notches below those on Alpha Bank to reflect
structural subordination. We note that as the bank has announced
the commencement of the process for the merger between Alpha Bank
and its Holdings, this could provide rating upside to debt
instruments currently issued by the Holding entity."
Outlook
S&P said, "Our stable outlook reflects that while we expect to see
a gradual strengthening of Alpha Bank's financial profile over the
next 12 months on the back of Greece's benign economic environment
and the bank's enhanced operating profile, we don't see the gap
with its investment-grade peers closing. We anticipate that Alpha
Bank's ROE will improve, reaching 10.4% in 2026, with the
cost-to-income ratio stabilizing at around 39%, while we expect ROE
in the range of 14.3%-15.3% for the bank's Greek investment-grade
peers.
"We expect Alpha Bank's NPE ratio to decrease to close to 3% and
the cost of risk to drop to close to 70 bps by year-end 2026,
compared to 2.8% and 58 bps for investment-grade DSIBs. Alpha
Bank's RAC ratio should strengthen, hovering at around 7.3%-7.7% by
year-end 2026, not far from the lower threshold of the 7%-10% range
for an adequate capital assessment. This is despite the bank's
plans to increase dividend distributions and accelerate the
amortization of DTCs, which the bank aims to reduce to 24% of
regulatory CET1 capital by 2027 from 51% in 2023."
The stable outlook on Alpha Services and Holdings mirrors that on
its operating entity, Alpha Bank.
Upside scenario
S&P could raise its rating on Alpha Bank if it demonstrates a
consistently robust earnings performance and asset-quality metrics
in line with those of peers rated at a higher level.
A positive rating action on the operating bank, Alpha Bank, that
placed the rating in the investment-grade category would trigger a
two-notch upgrade of the holding company, Alpha Services and
Holdings, as, all other things being equal, the notching between
the two would narrow.
Downside scenario
S&P could lower the long-term rating on Alpha Bank if the bank's
capitalization weakens materially, with its RAC ratio falling below
7% due to higher credit losses than it expects, more aggressive
dividend payouts, or diminished earnings capacity.
A negative rating action on Alpha Bank would trigger a similar
action on Alpha Services and Holdings.
Piraeus Bank S.A. And Piraeus Financial Holdings S.A.
Primary analyst: Marta Escutia
S&P said, "We raised our long-term ratings on the bank to 'BB+/B'
from 'BB/B', reflecting our view of lower industry risks, coupled
with the prospect of improving quality of capital. In line with the
rest of the sector, Piraeus Bank has announced that it will
accelerate the amortization of DTCs, bringing their share of CET1
down from 78% in 2023 to 30% in 2027, and fully amortizing them by
2034.
"We expect Piraeus Bank's RAC ratio to sustain its upward
trajectory but remain below the 7% threshold, reaching 6.4%-6.6%
over the next 24 months, compared with 5.1% at end-2023. Despite
lower rates and higher dividend payouts, we believe that Piraeus
Bank will preserve sound profitability that will enable it to
continue building up capital."
The current ratings on Piraeus Bank balance the bank's solid
operating performance, efficiency, and strong position within the
Greek banking system against its concentrated market presence and
weaker capitalization.
S&P said, "The raising of our long-term issuer credit rating on
Piraeus Financial Holdings to 'BB-' from 'B+' follows the upgrade
of Piraeus Bank.
"We have affirmed our 'CCC' rating on Piraeus Financial Holdings'
additional tier 1 (AT1) instruments. This is because at this rating
level, we usually deduct two notches to reflect the risk of
discretionary coupon nonpayment since the instruments qualify as
Tier 1 capital, and one notch for the risk of principal conversion
into equity if the bank were in distress. Because we did not see a
clear path to default for the instruments in the next 12 months,
the instruments did not meet our definition for a 'CCC+' rating
under our criteria. Consequently, we previously only deducted two
notches instead of three to maintain the ratings on the instruments
at 'B-' prior to the deduction of two notches for contractual
subordination."
Outlook
S&P said, "Our stable outlook on Piraeus Bank reflects our
expectation that the bank will preserve its creditworthiness over
the next 12-24 months, supported Greece's benign economic
environment. We anticipate that ROE will gradually decline from its
2024 peak, but remain solid at 12.6% in 2026. Efficiency will also
remain strong, at 35.4%, even if it does represent a weakening from
an all-time low of 29.5% in September 2024.
"We expect the bank's NPE ratio to drop below 3% by year-end 2024,
paving the way for better cost-of-risk prospects moving forward. As
we mention above, the bank's capitalization will improve over the
next 12 months, but will continue to constrain the ratings."
The stable outlook on Piraeus Financial Holdings mirrors that on
Piraeus Bank.
Upside scenario
S&P said, "We could raise our rating on the bank if we see the RAC
ratio exceed 7% on a sustained basis. However, this is not our
base-case scenario, as the bank has fully utilized its regulatory
Tier 1 issuance quota and we expect it to increase dividend payouts
in the next two years."
Downside scenario
S&P said, "We could lower the long-term rating on Piraeus Bank if
its performance is less resilient to declining rates than we
anticipate, leading to diminished earnings capacity and weaker
capitalization as the business expands. We could also lower the
rating in the event of a buildup of risks or overly generous
dividend payouts hitting Piraeus Bank's capital base."
A downgrade of Piraeus Bank will lead to a downgrade of Piraeus
Financials Holdings.
Aegean Baltic Bank S.A. (ABB)
Primary analyst: Marta Escutia
S&P said, "We raised our long-term ratings on ABB to 'BB/B' from
'BB-/B', reflecting our view of the improved industry and
regulatory framework in Greece. The current ratings balance ABB's
small scale, monoline business model centered on shipping, and its
confidence-sensitive funding profile with its track record of solid
earnings and asset quality and strong capitalization.
"Despite a contraction in lending, the bank achieved an ROE of
20.5% in 2023, and we project that it will hover around 15.6% by
end 2024. The RAC ratio stood at 18.5% at end-2023, but we expect
it to decline toward 15.0% in the coming years. ABB's modest size
limits its capacity to grow and compete with larger players as it
cannot meet the financing needs of larger ship owners, which
results in a concentrated risk profile. Thanks to its expertise in
the shipping industry, ABB's asset quality has proved resilient,
with the NPE ratio standing at around 0.8% at year-end 2024."
Outlook
S&P's stable outlook reflects our expectation that ABB's solid
financials will continue to offset structurally higher risks. These
risks result from the bank's small scale and niche business focus
in a sector that is highly sensitive to economic developments.
Greek billionaire Mr. Telis Mistakidis will take control of the
bank in the first quarter of 2025. While the upcoming change in
ownership could give the bank more leeway to continue growing its
portfolio and compete with larger players, it also adds an element
of uncertainty to the bank's future strategy and risks, which it
will monitor.
Downside scenario
S&P could take a negative rating action if ABB's:
-- Strategy becomes more aggressive, increasing risks for the
bank.
-- Capital strength becomes impaired, with its RAC ratio falling
closer to or below 10% on a sustained basis, or its returns
weakening.
-- Asset quality deteriorates compared with historical levels.
-- Liquidity weakens or the bank finds it difficult to maintain
its deposit base.
Upside scenario
S&P sees a limited likelihood of a positive rating action over the
next 12 months.
Ratings Score Snapshot
To From
BICRA group 5 6
Economic risk 6 6
Economic resilience High risk High risk
Economic imbalances Intermediate risk Intermediate risk
Credit risk in the economy High risk High risk
Trend Stable Stable
Industry risk 5 6
Institutional framework Intermediate risk High risk
Competitive dynamics High risk High risk
Systemwide funding Intermediate risk Intermediate risk
Trend Stable Stable
Banking Industry Country Risk Assessment (BICRA) economic risk and
industry risk scores are on a scale from 1 (lowest risk) to 10
(highest risk).
Ratings List
Aegean Baltic Bank S.A.
Upgraded; Ratings Affirmed
To From
Aegean Baltic Bank S.A.
Issuer Credit Rating BB/Stable/B BB-/Stable/B
Alpha Services and Holdings S.A.
Ratings Affirmed
Alpha Bank S.A.
Issuer Credit Rating BB+/Stable/B
Resolution Counterparty Rating BBB/--/A-2
Alpha Services and Holdings S.A.
Issuer Credit Rating BB-/Stable/B
Alpha Bank S.A.
Senior Unsecured BB+
Alpha Services and Holdings S.A.
Subordinated B-
Eurobank Holdings
Ratings Affirmed
Eurobank S.A
Resolution Counterparty Rating BBB/--/A-2
Upgraded
To From
Eurobank S.A
Senior Unsecured BBB- BB+
Upgraded; Outlook Action
To From
Eurobank S.A
Issuer Credit Rating BBB-/Stable/A-3 BB+/Positive/B
Upgraded;Outlook Action; Ratings Affirmed
To From
Eurobank Holdings
Issuer Credit Rating BB+/Stable/B BB-/Positive/B
National Bank of Greece S.A.
Ratings Affirmed
National Bank of Greece S.A.
Resolution Counterparty Rating BBB/--/A-2
Upgraded
To From
National Bank of Greece S.A.
Senior Unsecured BBB- BB+
Upgraded; Outlook Action
To From
National Bank of Greece S.A.
Issuer Credit Rating BBB-/Stable/A-3 BB+/Positive/B
Piraeus Financial Holdings S.A.
Ratings Affirmed
Piraeus Financial Holdings S.A.
Junior Subordinated CCC
Upgraded
To From
Piraeus Bank S.A.
Resolution Counterparty Rating BBB/--/A-2 BBB-/--/A-3
Piraeus Bank S.A.
Senior Unsecured BB+ BB
Piraeus Financial Holdings S.A.
Subordinated B- CCC+
Upgraded;Outlook Action; Ratings Affirmed
To From
Piraeus Bank S.A.
Issuer Credit Rating BB+/Stable/B BB/Positive/B
Piraeus Financial Holdings S.A.
Issuer Credit Rating BB-/Stable/B B+/Positive/B
=============
I R E L A N D
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NORTHWOODS CAPITAL 19: Moody's Affirms Ba3 Rating on Class E Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Northwoods Capital 19 Euro Designated Activity Company:
EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Upgraded to Aa1 (sf); previously on Aug 8, 2023 Affirmed Aa2
(sf)
EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Upgraded to Aa1 (sf); previously on Aug 8, 2023 Affirmed Aa2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2033, Affirmed Aaa (sf); previously on Aug 8, 2023 Affirmed Aaa
(sf)
EUR24,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed A2 (sf); previously on Aug 8, 2023
Affirmed A2 (sf)
EUR28,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed Baa3 (sf); previously on Aug 8, 2023
Affirmed Baa3 (sf)
EUR21,500,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed Ba3 (sf); previously on Aug 8, 2023
Affirmed Ba3 (sf)
EUR11,000,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed Caa1 (sf); previously on Aug 8, 2023
Downgraded to Caa1 (sf)
Northwoods Capital 19 Euro Designated Activity Company, issued in
November 2019, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Northwoods European CLO Management LLC. The
transaction's reinvestment period ended in May 2024.
RATINGS RATIONALE
The upgrades on the ratings on the Class B-1 and B-2 Notes are
primarily a result of the shorter weighted average life of the
portfolio which reduces the time the rated notes are exposed to the
credit risk of the underlying portfolio.
The affirmations on the ratings on the Class A, Class C, Class D,
Class E and Class F Notes are primarily a result of the expected
losses on the notes remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.
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: EUR390.8m
Defaulted Securities: EUR2.2m
Diversity Score: 49
Weighted Average Rating Factor (WARF): 3007
Weighted Average Life (WAL): 4.22 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.89%
Weighted Average Coupon (WAC): 5.09%
Weighted Average Recovery Rate (WARR): 41.85%
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, 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. 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.
=========
I T A L Y
=========
DOVALUE SPA: S&P Rates New EUR300MM Senior Secured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its long-term 'BB' issue rating to
doValue SpA's proposed offering of up to EUR300 million senior
secured notes. The recovery rating is '3' indicating its
expectation of meaningful recovery (50%-70%; rounded estimate 55%)
in the event of payment default.
doValue, an Italy-based nonbank servicer of both loans and real
estate in Southern Europe, will use the issuance proceeds to
refinance the existing EUR296 million senior secured notes due July
2026. doValue will also reimburse the EUR96 million held in escrow
which were conservatively drawn under the EUR446 million term loan
facility drawn to finance the acquisition of Gardant. The proposed
transaction improves the group's liquidity profile by significantly
increasing the duration of doValue's debt.
The proposed notes will rank pari passu with the existing EUR350
million senior secured term loan due 2029 and the EUR80 million
senior secured revolving credit facility (RCF) due 2027. The RCF is
currently undrawn, and S&P does not forecast any drawings under its
base case. All other ratings on doValue are unaffected by the
transaction.
As the previously issued EUR264 million notes, which were repaid in
December 2024, and the EUR296 million notes now being repaid were
issued in a very low interest rate environment with fixed coupons
of 5.0% and 3.375%, doValue's interest burden will increase to over
EUR40 million in 2025, from EUR25 million in 2024. S&P said,
"However, we continue to forecast an improvement in credit ratios,
with doValue's leverage significantly declining to 2.7x in 2025
from 3.8x in 2024, and funds from operations to debt increasing to
22% from 21% (the figure was boosted in 2024 by the EUR22.7 million
tax reimbursement related to a litigation with the former owner of
Altamira). We expect the main drivers of improved credit metrics
will be the full-year consolidation of Gardant with the realization
of EUR15 million annual synergies by 2026 as well as doValue’s
ability to maintain a broadly stable gross book value (GBV) and
generate growth from its new product offering."
doValue SpA--Key metrics*
Mil. EUR 2022a 2023a 2024e 2025f 2026f
Revenue 559.8 481.7 471.0 600.0 605.2
Revenue growth (%) (0.9) (13.9) (2.2) 27.4 0.9
EBITDA 188.1 152.1 156.7 202.4 226.2
EBITDA margin (%) 33.6 31.6 33.3 33.7 37.4
Funds from operations
(FFO) 121.6 102.2 123.4 120.3 143.7
Capital expenditure 31.1 21.4 20.9 21.0 21.2
Free operating
cash flow (FOCF) 31.2 50.1 68.5 71.6 91.1
Dividends 44.1 53.0 5.0 5.0 35.0
Debt 557.6 578.2 588.1 543.2 502.7
Debt to EBITDA (x) 3.0 3.8 3.8 2.7 2.2
FFO to debt (%) 21.8 17.7 21.0 22.1 28.6
FOCF to debt (%) 5.6 8.7 11.6 13.2 18.1
EBITDA interest coverage (x)6.9 5.7 6.2 4.8 5.9
FFO interest coverage (x) 6.1 5.3 5.9 3.9 4.7
*All figures adjusted by S&P Global Ratings.
a--Actual.
e--Estimate.
f--Forecast.
Issue Ratings--Recovery Analysis
Key analytical factors
-- The issue ratings on doValue's proposed EUR300 million, senior
secured notes due in 2030 are 'BB', in line with the issuer credit
rating. We will withdraw our 'BB' issue rating on the EUR296
million senior secured notes due 2026 when they have been repaid.
-- The recovery rating is '3', indicating our expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in
the event of a default.
-- The below terms and conditions are preliminary and based on
draft documentation.
-- S&P understands that there is a specific release event
mentioned in the documentation that could alter the ranking of the
notes to unsecured from senior secured. This could affect the
recovery rating should a material amount of secured debt remain
outstanding after such an event. In any case, the documentation
places a cap on the amount of senior secured debt.
-- The security package provided to the senior secured lenders
comprises share pledges. S&P views this package as weak due to the
lack of relevant tangible assets, but it is in line with the
company's business model.
There is no guarantor coverage test.
-- Permitted payments are limited by a pro forma net leverage
ratio of 3.25x.
-- Dividends are permitted within the stated dividend policy
disclosed to the market of payment between 50% and 70% of net
income.
-- Acquisitions are limited by a pro forma net leverage ratio of
2.75x, with a tolerance for net leverage ratio of below 3x within
the 12 months following closing of the acquisition.
-- The description of the notes does not include any maintenance
financial covenant, although the EUR80 million RCF and EUR350
million term loan are subject to a maximum net leverage of 3.5x and
minimum fixed charge interest coverage of 2.0x, tested
bi-annually.
-- In S&P's hypothetical default scenario, it assumes that banks
insource nonperforming loans (NPLs) due to regulatory changes,
which could lead to contract losses for doValue and could further
constrain the GBV of the NPLs available in the open market, causing
a more competitive price environment to develop.
-- S&P values doValue as a going concern. S&P considers that
doValue's lenders would maximize recovery prospects in a
going-concern scenario, rather than in a liquidation scenario,
because of the company's asset-light business model.
Stimulated default assumptions
-- Year of default: 2030
-- Jurisdiction: Italy
Simplified waterfall
-- EBITDA at emergence: EUR74 million
-- Minimum capital expenditure: 2% of annual revenue, based on
historical trends
-- Standard cyclicality adjustment: 5%, in line with our sector
assumptions
-- Implied enterprise value multiple: 5.5x, the standard EBITDA
multiple for business and consumer services
-- Gross enterprise value at default: EUR406 million
-- Net enterprise value after administrative costs (5%): EUR386
million
-- Senior secured debt claims: EUR683 million*
-- Recovery expectation: 50%-70% (rounded estimate: 55%)
*Includes six months of prepetition interest and 85% drawn RCF.
MONTE DEI PASCHI: Moody's Affirms Ba2 Rating on Sr. Unsecured Debt
------------------------------------------------------------------
Moody's Ratings has affirmed all ratings and assessments of Banca
Monte dei Paschi di Siena S.p.A. (MPS) including: its Baa3
long-term (LT) and Prime-3 short-term (ST) deposit ratings, Ba2
senior unsecured debt and (P)Ba2 senior unsecured Medium-Term Note
(MTN) programme ratings, (P)Ba2 junior senior unsecured (also
referred to as "senior non-preferred") MTN programme rating, Ba3
subordinated debt and (P)Ba3 subordinated MTN programme ratings,
(P)Not Prime Other Short Term ratings, Baa2/ Prime-2 LT and ST
Counterparty Risk Ratings (CRR) and its Baa2(cr)/Prime-2(cr) LT and
ST Counterparty Risk (CR) Assessments.
Moody's also affirmed MPS' ba2 Baseline Credit Assessment (BCA) and
Adjusted BCA.
Moody's changed the outlook on the LT deposit ratings and senior
unsecured debt ratings to positive from stable.
The rating action is prompted by MPS' announcement on January 24,
2025, that it had launched a voluntary public tender offer fully in
shares for all the shares of Mediobanca S.p.A. (Mediobanca).
RATINGS RATIONALE
-- DETAILS OF THE TRANSACTION
The MPS offer involves share swaps valued at EUR13.3 billion, with
the objective of delisting Mediobanca's shares.
To finance this acquisition, MPS will convene an extraordinary
shareholders meeting on April 17, 2025 to approve a capital
increase of approximately EUR13 billion. MPS intends to initiate
the exchange offer to Mediobanca's shareholders in June or July
2025, aiming to finalize the deal in the third quarter of the
year.
The exchange offer is contingent upon obtaining a minimum
acceptance level of 66.67% of Mediobanca's shareholders and all
necessary regulatory approvals.
At this time, it is uncertain whether MPS will proceed with merging
the entities or will keep Mediobanca as a separate subsidiary.
-- AFFIRMATION OF THE BASELINE CREDIT ASSESSMENT
The affirmation of MPS' BCA is based on the bank's announcement,
including the proposed capital increase dedicated and contingent to
the offer and the expectation to maintain a Common Equity Tier 1
ratio of at least 16% for the combined entity, despite distributing
all future profits.
Moody's assessment also considers the scale benefits of creating
Italy's third largest bank, which would encompass complementary
activities with established franchises in retail banking, consumer
finance, wealth management, lending to small, mid-sized, and large
corporates, as well as corporate and investment services.
Moody's have also assessed a broadly unchanged asset risk for the
combined entity, despite the differing profiles of both banks, as
Mediobanca displays a lower level of non-performing loans but also
some concentration in the corporate loan book, significant consumer
lending activity, and its 13% stake in Assicurazioni Generali S.p.A
(Generali, A3 stable).
In Moody's view, MPS' recurrent profitability, excluding the
cash-in of its tax credits and integration costs, would benefit
from the greater product diversification provided by Mediobanca.
The combined entity's funding profile is likely to remain
constrained by Mediobanca's heavy reliance on wholesale market
funds and MPS' significant reliance of European Central Bank's
(ECB) short-term funding.
In affirming MPS' BCA, Moody's also acknowledge the significant
execution risks associated to such a transformational acquisition.
Mediobanca's assets would represent 44% of the combined entity
based on the most recent data. Both banks operate with very
distinct business models and the requirements for the commercial,
organizational, and operational combination of Mediobanca are
unprecedented for MPS' management.
The affirmation of MPS' BCA also reflects the gradual improvement
in recurrent profitability and reduction in credit risks as part of
a restructuring plan initiated in 2017 which restored a more
sustainable business model. In the first half of 2024, Moody's
adjusted return on assets was 1.8%, an improvement from the 0.8%
loss in 2019. The problem loan ratio over gross loans was slightly
over 5% as of June 2024, compared to nearly 15% in December 2019.
Under Moody's environmental, social and governance (ESG) framework,
Moody's have incorporated the execution risks and demands placed on
MPS' management, which results in an unchanged governance issuer
profile score (IPS) of G-4 and an ESG credit impact score of CIS-4,
indicating the material impact of elevated governance risks on the
current ratings. This is reflected in the BCA by an unchanged one
notch negative adjustment for "corporate behavior".
-- AFFIRMATION OF LT DEPOSIT AND SENIOR UNSECURED DEBT RATINGS
The affirmation of MPS's Baa3 LT deposit and Ba2 senior unsecured
debt ratings takes into account the bank's ba2 BCA, in light of a
potential acquisition of Mediobanca.
Additionally, considering the limited data on the mid-term funding
of the combined entity, Moody's assumptions of loss-given failure
for junior deposits and senior unsecured debt through Moody's
Advanced Loss Given Failure (LGF) analysis remain unchanged. As a
result, Moody's continue to apply two notches and no rating uplift
from the BCA for deposits and senior unsecured debt ratings,
respectively.
In the context of a combined entity, Moody's assess the likelihood
of government support for MPS' junior depositors and senior
unsecured bondholders to remain low. Consequently, Moody's do not
assign any additional rating uplift.
OUTLOOK
The positive outlook on MPS' LT deposit and senior unsecured debt
ratings reflects the potential benefit for the combined bank's
financial profile, should the acquisition be completed given
Mediobanca's stronger standalone creditworthiness.
The positive outlook also suggests that MPS' junior depositors and
senior unsecured creditors may face lower losses, provided the
combined entity's current levels of loss-absorbing debt remain
higher than MPS' standalone liabilities. This could result in
upward pressure for the deposit and senior unsecured debt ratings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
MPS' ratings could be upgraded should the acquisition be completed
given the expected stronger creditworthiness and improved
protection for its junior depositors and senior unsecured bond
investors in case of resolution for the combined entity. An
improved BCA for MPS and increased uplift under Moody's Advanced
LGF analysis may lead to one or more upgrades depending on LT
ratings.
MPS' BCA and Adjusted BCA could be upgraded if the bank were to
improve significantly its asset quality and recurring
profitability, and reduce its reliance on the ECB's short-term
funding.
However, it is unlikely that Moody's will remove the negative
adjustment for MPS' corporate behavior in the short term. Despite
the acquisition of Mediobanca, which introduces execution risks,
Moody's expect MPS to continue working on establishing a
sustainable business model with a more diversified business mix and
reduced reliance on ECB funding.
A downgrade of MPS' ratings and assessments is unlikely given the
positive outlooks on the LT deposit and senior unsecured debt
ratings. However, MPS' BCA and ratings might be downgraded if the
bank's asset quality and recurring profitability were to
significantly decline, thereby weakening its solvency. The bank's
BCA could face downward pressure if its funding and liquidity
weaken, and if significant execution risks associated with the
planned acquisition arise.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
===================
K A Z A K H S T A N
===================
KAZAKHTELECOM JSC: S&P Lowers ICR to 'BB', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Kazakhtelecom JSC to 'BB' from 'BB+' and its Kazakhstan national
scale rating to 'kzA+' from 'kzAA'.
The negative outlook reflects the possibility of a further
downgrade if Kazakhtelecom fails to improve its EBITDA and turn
FOCF at least neutral.
On Jan. 14, 2025, Kazakhtelecom sold Mobile Telecom-Service LLP
(MT-S), its mobile operations under the Tele2 and Altel brands, to
the Qatari company Power International Holding for about $1
billion.
Following the divestment, Kazakhtelecom's share of the mobile
market declined to about 30% from 56%, and S&P anticipates about a
20% decline in revenue and about a 50% drop in EBITDA in 2025,
driving the EBITDA margin down to 27%-28% from 44%.
The downgrade to 'BB' from 'BB+' reflects S&P's forecast that
Kazakhtelecom will generate negative FOCF at least in 2025-2026.
This is because MT-S generated about half of Kazakhtelecom's
operating cash flows and EBITDA prior to the divestment. S&P
anticipates about a 20% decline in revenue and about a 50% drop in
EBITDA in 2025, driving the adjusted EBITDA margin down to 27%-28%
from 44%. This is low compared with the margins of many European
incumbent telecom operators or those with similar business
profiles. It reflects Kazakhtelecom's relatively high cost base and
extensive investments needs.
Furthermore, as management plans to invest Kazakhstani tenge (KZT)
190 billion in 2025 and KZT180 billion in 2026 (compared with
maintenance capex of less than KZT60 billion), S&P expects that
FOCF will remain negative in the next two years before potentially
rebounding to breakeven in 2027, subject to actual capex and
profitability.
With the divestment of MT-S, Kazakhtelecom's share of the mobile
market has declined to 30% from 56%, although it still has a
leading position in the telecom market. The transaction aligns
with the Kazakh President's directive to make the Kazakh mobile
market more competitive. Kazakhtelecom remains involved in the
mobile market with Kcell, which holds a 30% market share. From now
on, the mobile market will be divided between three independent
mobile operators, Tele2/Altel, Kcell, and Beeline. Beeline (part of
Veon Ltd.; BB-/Stable) has been actively growing and became the
leader in the mobile segment in 2023 with a 45% share, followed by
Kcell with 30% and Tele2/Altel with 26%.
Kazakhtelecom remains dominant in the fixed broadband market, with
a share of 64%, far ahead of the second-largest player, Beeline
(22%). That said, compared to the mobile segment, fixed broadband
operations require greater investments to connect rural areas and
higher operating costs per subscriber. This brings Kazakhtelecom's
overall profitability down, while Beeline operates with
profitability of about 50%.
S&P said, "We assume that about half of the proceeds will be used
for capex. The dividend amount is yet to obtain approval from the
government, Kazakhtelecom's major shareholder, via Kazakhstan's
100% state-owned wealth fund Samruk-Kazyna (BBB-/Stable/A-3).
However, we expect that Kazakhtelecom will distribute 50% of the
proceeds as dividends."
The remaining half will fund an extensive investment program,
including the development of 5G coverage in Kazakhstan, according
to the Digital Kazakhstan roadmap, Kazakhstan's economic
development program. As a result, S&P forecasts that leverage will
stay moderate, with debt to EBITDA below 2x and adequate liquidity.
The proceeds from the divestment mean that Kazakhtelecom won't need
to take on any new material borrowings, in its view.
The future rating developments will hinge on the company's updated
strategy and its execution. S&P understands that management, in
collaboration with the owners, is actively working on several
strategic initiatives that could enhance profitability and cash
flow generation. However, the specifics of these initiatives are
yet to be finalized and approved, leaving some uncertainty
regarding their impact.
The negative outlook reflects the possibility of a downgrade if
Kazakhtelecom fails to improve its EBITDA and turn FOCF at least
neutral.
S&P said, "We could lower the rating if Kazakhtelecom's adjusted
FOCF remains negative on a sustainable basis. This could result
from a weaker operating performance than in our base case, for
instance, due to intense competition preventing revenue and EBITDA
margin growth, or higher-than-planned capex. Although it is
unlikely, we could lower the rating if Kazakhtelecom's net adjusted
leverage increases above 3x. This would stem, for example, from
debt-funded acquisitions, higher dividends, or deteriorating
profitability.
"We could revise the outlook to stable if we see that Kazakhtelecom
is well on track to achieve breakeven FOCF. This would require the
company's performance, particularly its organic revenue growth and
EBITDA margin, to meet our base case. Adjusted leverage would also
need to be sustainably below 3x."
===================
L U X E M B O U R G
===================
TRINSEO LUXCO: Moody's Rates New Incremental Secured Debt 'Caa1'
----------------------------------------------------------------
Moody's Ratings has assigned a Caa1 rating to the $115 million
incremental 2028 senior secured bank credit facility issued by
Trinseo LuxCo Finance SPV S.a.r.l. Moody's have withdrawn the
existing stable outlook from Trinseo Materials Operating S.C.A.,
which was merged into Trinseo Holding S.a.r.l. in December 2024,
and assigned stable outlook to Trinseo Holding S.a.r.l. The Ca
senior unsecured notes rating and Caa3 backed senior secured bank
credit facility rating, assigned under Trinseo Materials Operating
S.C.A., have been moved to Trinseo Holding S.a.r.l. and remain
unchanged. All other ratings under Trinseo PLC and Trinseo LuxCo
Finance SPV S.a.r.l. remain unchanged. The outlook for all issuers
is stable.
RATINGS RATIONALE
On January 17th, 2025, Trinseo completed the redemption of its 2025
notes through the issuance of an incremental $115 million 2028
Refinance Term Loan. The Caa1 rating on the $115 million
incremental term loan reflects its pari passu ranking with the Caa1
rated existing term loans, issued by Trinseo LuxCo Finance SPV
S.a.r.l.
On December 13, 2024, two subsidiaries of Trinseo PLC, Trinseo
Materials Operating S.C.A. and Trinseo Holding S.a r.l. were merged
with the latter being the surviving entity.
There is no change in Moody's view on Trinseo PLC's fundamental
credit profile. Please refer to Moody's press release published on
December 13, 2024 for more details.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade to the ratings can be triggered by a meaningful
improvement in earnings and cash flow generation, with debt
leverage below 7x, as well as adequate liquidity.
The ratings could be downgraded if free cash flow remains negative
and liquidity weakens, or leverage fails to improve.
Trinseo PLC is one of the world's largest producer of styrene
butadiene ("SB") latex, polystyrene, PMMA and other engineered
polymer blends. Trinseo typically has revenues of $4-6 billion
depending on petrochemical feedstock prices. As of the end of 2023,
the company had 34 manufacturing plants and one recycling facility
at 30 sites across 14 countries, and approximately 3,100
employees.
The principal methodology used in these ratings was Chemicals
published in October 2023.
=========
S P A I N
=========
SANTANDER CONSUMER 2021-1: Moody's Cuts Rating on E Notes to Ba3
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of Class B and downgraded
the ratings of Class E in SANTANDER CONSUMER SPAIN AUTO 2021-1,
FONDO DE TITULIZACION. The rating action reflects the increased
level of credit enhancement for the senior notes as well as the
switch to the sequential waterfall.
EUR507.3M (Current outstanding balance EUR208.4M) Class A Notes,
Affirmed Aa1 (sf); previously on Sep 30, 2021 Definitive Rating
Assigned Aa1 (sf)
EUR33.3M (Current outstanding balance EUR20.5M) Class B Notes,
Upgraded to Aa2 (sf); previously on Sep 30, 2021 Definitive Rating
Assigned A2 (sf)
EUR23M (Current outstanding balance EUR14.1M) Class C Notes,
Affirmed Baa3 (sf); previously on Sep 30, 2021 Definitive Rating
Assigned Baa3 (sf)
EUR5.7M (Current outstanding balance EUR3.5M) Class D Notes,
Affirmed Ba1 (sf); previously on Sep 30, 2021 Definitive Rating
Assigned Ba1 (sf)
EUR5.7M (Current outstanding balance EUR3.5M) Class E Notes,
Downgraded to Ba3 (sf); previously on Sep 30, 2021 Definitive
Rating Assigned Ba2 (sf)
RATINGS RATIONALE
The rating action reflects the effects of the occurrence of a
subordination trigger event. The amortisation of notes switched to
sequential from pro-rata leading to an increase in credit
enhancement for all the notes. The occurrence of such an event was
triggered by increased cumulative default amount breaching one of
the thresholds. However, this was overall detrimental for the Class
E notes as they became fully subordinated to all the existing
Classes of Notes resulting in: (1) the extension of the weighted
average life of the notes and (2) the reduction of excess spread
available over time as defaults materialize.
The sequential amortization coupled to the presence of excess
spread is beneficial for the upper part of the structure. The
credit enhancement available for the Class B Notes increased to
9.58% from 6.99% as of the closing date.
Revision of Key Collateral Assumptions
As part of the rating action, Moody's reassessed Moody's default
probability rate assumption for the portfolio reflecting the
collateral performance to date.
Total delinquencies rose in the past year, currently standing at
4.09% of current pool balance up from 3.69% a year earlier.
Cumulative defaults currently stand at 2.81% of original pool
balance up from 1.90% a year earlier. Moody's have maintained the
expected default assumption to 4.40% of current pool balance which
corresponds to 4.24% of the original pool balance. Moody's have
maintained the PCE and the recovery rate assumptions at 13.0% and
35.0%, respectively.
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
August 2024.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties, and (4) a decrease in sovereign risk.
Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the Notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.
===========================
U N I T E D K I N G D O M
===========================
DORSET HIRE: Milsted Langdon Named as Administrators
----------------------------------------------------
Dorset Hire Services Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Bristol, Insolvency and Companies List, No
CR-2024-000154, and Richard Warwick and Rachel Hotham of Milsted
Langdon LLP were appointed as administrators on Jan. 22, 2025.
Dorset Hire engages in the sale and rental of construction related
equipment.
Its registered office is currently at Unit 1 Handlemaker Road,
Frome, Somerset, BA11 4RW -- soon to be changed to Winchester
House, at Deane Gate Avenue, Taunton, Somerset, TA1 2UH.
Its principal trading address is at Unit 1 Semley Industrial Estate
Station Road Shaftesbury Dorset SP8 4TR
The joint administrators can be reached at:
Richard Warwick
Rachel Hotham
Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton, TA1 2UH
For further details, contact:
Jason Bevan
Tel No: 01823 445566
Email: JBevan@milstedlangdon.co.uk
DR MORTON'S: FRP Advisory Named as Administrators
-------------------------------------------------
Dr Morton's 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-2024-000730, and Benjamin Neil Jones and Rajnesh Mittal of FRP
Advisory Trading Limited were appointed as administrators on Dec.
20, 2024.
Dr Morton's engages in general medical practice activities.
Its registered office is at 201 Chapelier House, Eastfields Avenue,
London, SW18 1LR to be changed to c/o FRP Advisory Trading Ltd, at
2nd Floor, 120 Colmore Row Birmingham, B3 3BD
Its principal trading address is at 201 Chapelier House, Eastfields
Avenue, London, SW18 1LR.
The joint administrators can be reached at:
Benjamin Neil Jones
Rajnesh Mittal
FRP Advisory Trading Limited
2nd Floor, 120 Colmore Row
Birmingham, B3 3BD
For further details, contact:
The Joint Administrators
Tel No: 0121 710 1680
Email: cp.birmingham@frpadvisory.com
Alternative contact: Monika Olajcova
ENCOME ENERGY: Kirks Named as Administrators
--------------------------------------------
Encome Energy Performance UK Ltd. was placed into administration
proceedings in the High Court of Justice The Business & Property
Courts of England and Wales, Court Number: CR-2024-007815, and
David Gerard Kirk and Daniel Robert Jeeves of Kirks were appointed
as administrators on Dec. 19, 2024.
The ENcome group is a pan-European leading and independent provider
for the operation of photovoltaic power plants with focus on
technical Operation and Maintenance (O&M), technical Asset
Management (TAM), as well as Engineering & Advisory services.
Its registered office is at 5 Barnfield Crescent, Exeter, Devon,
EX1 1QT.
Its principal trading address is at Unit H Three Mills Trading
Estate, Old School Lane, Hereford, HR1 1EX.
The joint administrators can be reached at:
David Gerard Kirk
Daniel Robert Jeeves
Kirks
5 Barnfield Crescent
Exeter, EX1 1QT
For further details, contact:
Daniel Jeeves
Tel No: 01392 474303
Email: daniel@kirks.co.uk
INSPIRED EDUCATION: Moody's Affirms 'B2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings has affirmed Inspired Education Holdings Limited's
(Inspired) B2 corporate family rating and B2-PD probability of
default rating. Concurrently, Moody's have assigned a B2 instrument
rating to the contemplated new EUR1,995 million senior secured term
loan B due 2031 and affirmed the B2 instrument rating of the EUR155
million senior secured revolving credit facility (RCF) due 2027,
which is expected to be extended to 2028, all borrowed by Inspired
Finco Holdings Limited. The outlook on all entities remains
stable.
The refinancing transaction will result in an increase of
approximately EUR300 million in the company's outstanding term
loans. The company intends to use the majority of the increased
borrowings to fund a number of identified bolt-on acquisitions but
will also add cash to the balance sheet for potential future
acquisitions and growth projects.
RATINGS RATIONALE
The affirmation of Inspired's B2 CFR reflects the limited impact
that the debt increase will have on the company's credit metrics.
Pro forma for the debt increase and the acquisitions to be
completed in the near term, the company's Moody's-adjusted
Debt/EBITDA will increase by around 0.6x to 7.1x, from 6.5x based
on the 12 months period (LTM) to November 30, 2024. Supported by
continued good organic growth and the contribution from previously
completed acquisitions, Moody's forecast Inspired's leverage to
decrease well below 7.0x again by the financial year-end on August
31, 2025.
The rating action further takes into account the potential benefits
from Inspired's contemplated repricing of its existing term loans.
The targeted margin reduction would lead to broadly stable interest
payments of around EUR180 million per year in financial years 2025
and 2026, despite the EUR300 million of additional debt.
Furthermore, Moody's view the maturity extension of the EUR600
million term loan tranche, currently due in December 2028, as a
positive.
The rating continues to reflect Inspired's consistently good
operating performance, with nearly 4% organic growth in student
enrolments which - combined with mid- to high-single digit
percentages increases in tuition fees - have driven a 12% organic
revenue growth in the financial year 2024, ended August 31, 2024.
Further complemented by multiple acquisitions, Inspired's revenue
grew to more than EUR1 billion for the first time during the past
financial year.
Inspired's B2 CFR further reflects (1) the company's position as an
established operator in the fragmented private-pay K-12 education
market, with a geographically diversified portfolio of 118 schools;
(2) the predictable revenue streams with strong margins, robust
demand and good revenue visibility; and (3) the barriers to entry
through regulatory requirements, brand reputation and purpose-built
real-estate in attractive locations.
Conversely, the CFR is constrained by (1) Inspired's elevated
financial leverage with periodical re-leveraging as a result of
predominantly debt-funded M&A; (2) the company's risk exposure to
changes in the political, legal and economic environment in
emerging markets; and (3) some governance risk related to the
concentration of decision-making power around the founder and CEO.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
LIQUIDITY ANALYSIS
Moody's consider Inspired's liquidity to be good. At the end of
November 2024, the group had around EUR174 million of cash on
balance sheet, of which around EUR2 million was considered as
restricted. The group's liquidity is further supported by its fully
undrawn EUR155 million RCF due in 2027, to be extended to 2028. The
RCF is subject to a springing senior secured net leverage covenant,
tested when drawn down for more than 40%. Moody's expect the group
to retain significant headroom under the covenant.
STRUCTURAL CONSIDERATIONS
The B2 instrument ratings assigned to the senior secured term loan
B and RCF are in line with the CFR and reflect the all-senior
secured capital structure, besides some local debt of around EUR83
million. The security package provided to the first lien lenders is
relatively weak and limited to a pledge over shares, bank accounts
and intercompany receivables, as well as guarantees from operating
companies (80% guarantor test) and a floating charge provided by
English borrower. The documentation allows significant flexibility
to the borrower for corporate actions including acquisitions.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that Inspired will
continue to achieve good organic revenue and EBITDA growth and
maintain leverage at or below current levels whilst maintaining a
good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the rating could occur if Moody's adjusted
Debt/EBITDA declines and is sustained well below 6.0x,
Moody's-adjusted EBITA/Interest increases well above 2.0x, a track
record of Free Cash Flow generation is established, resulting in a
Moody's-adjusted Free Cash Flow/Debt ratio sustained above 5%, and
liquidity remains good.
Downward pressure on the rating could develop if Moody's adjusted
Debt/EBITDA sustainably increases towards 7.0x or above,
Moody's-adjusted EBITA/Interest sustainably decreases towards 1.5x,
Free Cash Flow/Debt remains negative for a sustained period or
liquidity weakens. Any materially negative impact from a change in
any of the group's schools' regulatory approval status could also
pressure the ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CORPORATE PROFILE
Headquartered in the UK, the group was founded in 2013 by Nadim M
Nsouli and has since grown organically and through acquisitions.
During the financial year ended August 31, 2024, Inspired has
generated EUR1.0 billion of revenue and a company-adjusted EBITDA
of EUR303 million (before leases). Inspired operates over 118
schools across 26 countries with over 85,000 students, ranging from
early learning to secondary schools.
Inspired is controlled by the CEO and founder, Mr Nsouli, with
certain minority shareholders having economic interests in the
group. The group's strategy for market penetration and expansion is
based on acquisitions of well-established local brands and
subsequent capacity expansions at those locations, either at their
existing premises or through greenfield expansions.
J & A PLANT: Leonard Curtis Named as Administrators
---------------------------------------------------
J & A Plant Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts in
Newcastle-Upon-Tyne, Company & Insolvency List (ChD), Court Number:
CR-2024-NCL-000172, and Iain Nairn and Rochelle Schofield of
Leonard Curtis were appointed as administrators on Dec. 20, 2024.
J & A Plant is a steel fabricator sub-contractor. Its registered
office and principal trading address is at Nook Lane, Golborne,
Warrington, Chesire, WA3 3NE.
The joint administrators can be reached at:
Iain Nairn
Rochelle Schofield
Leonard Curtis
Riverside House
Irwell Street
Manchester M3 5EN
For further details, contact:
The Joint Administrators
Tel: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
Alternative contact: Joe Thompson
OCS PARCO: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit ratings
to U.K.-based facility management provider OCS Parco Ltd. and its
financial subsidiary OCS Group Investments Ltd., which is also the
borrower of the new term loan B (TLB). S&P also assigned a 'B'
issue rating based on the recovery rating of '3' (50%) to the
company's GBP860 million-equivalent senior secured TLB.
The stable outlook reflects S&P's expectations that
mid-single-digit organic growth and EBITDA margins of about 7% from
2025 should support positive FOCF, FFO to cash interest coverage of
about 2.0x, and S&P Global Ratings-adjusted leverage of about 6.3x.
This is also based on its assumption of moderate working capital
outflows and a supportive financial policy.
S&P said, "OCS has successfully completed the refinancing of its
capital structure and the ratings are in line with our expectations
for the preliminary rating. OCS has successfully completed its
refinancing in line with our expectations for the preliminary
rating. The terms and conditions are in in line with our
assumptions for the preliminary rating. OCS has raised a GBP860
million TLB to refinance its existing debt, fund acquisitions, and
pay transaction costs. Our adjusted debt for fiscal 2025 includes
the GBP860 million-equivalent TLB, outstanding factoring
liabilities of about GBP130 million, and other liabilities of about
GBP26 million.
"We note that Clayton, Dubilier & Rice LLC (CD&R) has provided
equity at OCS Group Topco Ltd. in the form of ordinary and
preferred shares. We view these as equity-like in line with our
criteria for treatment of noncommon equity, and as a result
excluded this financing from our financial analysis, including our
leverage and coverage calculations."
Bolt-on acquisitions form an integral part of OCS' growth story.
OCS merged with Servest in February 2023. Servest is the former
U.K. and Ireland, and Asia-Pacific operations of Atalian, and its
specialist automotive services division Aktrion. The combination
creates a scalable facility management provider with more than GBP2
billion of sales. The synergies between OCS and Servest largely
relate to procurement and people cost savings and OCS has completed
75% of the planned GBP40 million of cost synergies. Since 2023, the
company has completed further bolt-on acquisitions (including
Accuro and Profile) and has an active pipeline. S&P said, "We
assume about GBP18 million of realized synergies in 2024 from the
merger of OCS and Servest, followed by an additional GBP12 million
in 2025. We also expect about GBP10 million of synergies from the
acquisitions that are in the pipeline, largely relate to cost
savings from procurement and people cost savings."
S&P said, "We assess the business risk profile as fair. Our
business risk profile assessment reflects OCS' strong market
position in a relatively large and resilient U.K. facility
management (FM) market where the company sits in the No. 2 position
when compared to other integrated FM providers. While OCS offers
single and bundled services, it derives about 30% of its sales from
integrated FM services, mostly from the U. K. where it cross-sells
high-margin services. About 40% of the U.K sales are from the
integrated FM services, 41% from soft services, and the remaining
19% from hard services. The underlying organic growth in the U.K.
market remains stable with new contract wins and pricing power, a
trend that we expect will continue, fueled by increasing demand of
outsourcing these services.
"Furthermore, we think that OCS' competitive position benefits from
its longstanding customer relationships. Most of OCS' contracts
are multi-year (three to five years) with high retention rates
above 93%. About 60% of OCS' contracts include direct cost
pass-through mechanisms to pass on wage inflation to customers.
About 32% are reviewed annually for price increases. OCS benefits
from a relatively variable and revenue-linked cost base and low
capital investment requirements (about 1.0%-1.5% of sales) to scale
up to accommodate volume fluctuations. Also, OCS benefits from
transfer of undertakings regulations in the U.K., which allows most
of the labor to transfer to a new provider on successfully winning
a contract and so limiting labor shortfalls. If there is a labor
shortfall, OCS can leverage flexible working arrangements and a
deep existing labor pool to better match demand."
The company also derives about 24% of its sales from attractive
government markets, where barriers to entry are relatively high.
OCS benefits from a relatively low exposure to more volatile U.K.
commercial and office space, and thereby witnessed lower volatility
in sales during the COVID-19 pandemic given the element of
nondiscretionary services in its portfolio. The merger of OCS and
Servest adds to the scale, enabling access and capabilities to
larger contracts and government frameworks. The combination of
service capability across soft and hard FM services, enables OCS to
provide bundled and integrated FM contracts.
The company's exposure to the fragmented and competitive FM
services market and OCS' relatively small scale and limited
geographic diversification relative to peers, despite its recent
acquisitions, mitigate the strengths. S&P said, "Despite its
strong position in the U.K. market, we view OCS' revenue and EBITDA
scale as small relative to large international peers such as ISS
A/S and Spie S.A. ISS generated revenue of EUR10.6 billion in 2023
and Spie about EUR8.8 billion. While OCS presence in international
markets has improved, specifically in the Asia-Pacific region
(notably Thailand), we consider its geographic diversification as
limited as it still derives more than 70% of its revenue from the
U.K."
S&P said, "We forecast that adjusted EBITDA will improve
significantly from 2025. OCS incurred higher exceptional costs in
2023 (about GBP41 million, inclusive of GBP17 million of
transaction related costs) following the merger with Servest in
February 2023. While we expect these costs to decline and
eventually phase out, S&P Global Ratings-adjusted EBITDA margins
are undermined by some exceptional costs in 2024 (about GBP20
million-GBP22 million) and 2025 (GBP13 million-GBP15 million). We
forecast adjusted EBITDA margins in the range of 7.0%-7.2% from
2025, compared to 6.0% in 2024.
"We forecast FOCF to turn positive from 2025. Our forecast
indicates positive FOCF of more than GBP30 million in 2025, and
more than GBP50 million in 2026, primarily based on a material
improvement in EBITDA, moderate working capital outflows, full-year
EBITDA contribution from acquisitions completed in 2024, as well as
realization of synergies and reduction in exceptional costs. As a
result, we expect FFO cash interest coverage to be about 2.0x from
2025. That said, our forecasts remain sensitive to improvement in
EBITDA and cash flows, and we note that there is limited headroom
for underperformance.
"The stable outlook reflects our expectations of material EBITDA
margin improvement from 2025, resulting in positive FOCF, FFO to
cash interest coverage of about 2.0x, and S&P Global
Ratings-adjusted leverage of about 6.3x."
S&P could lower the ratings on OCS if:
-- The company underperformed our forecasts, resulting in
sustained negative FOCF absent material earnings growth. This could
occur if the company incurred higher-than-expected exceptional
costs for integration of Servest business or for future
acquisitions. This could also occur if the company fails to deliver
organic growth in line with its expectations;
-- S&P no longer expects FFO cash interest coverage of about 2.0x;
or
-- The company adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder friendly returns that
increased leverage material above our current expectations.
Although unlikely in the near term, S&P could raise the ratings if
the group's sponsor commits to a less aggressive financial policy,
and it expects debt to EBITDA to fall materially and sustainably
below 5.0x.
SEVEN TRAFFIC: Moorfields Named as Administrators
-------------------------------------------------
Seven Traffic Management Limited was placed into administration
proceedings in the High Court of Justice, Manchester, Court Number:
CR2024MAN001593, and Michael Solomons and Andrew Pear of Moorfields
were appointed as administrators on Dec. 17, 2024.
Seven Traffic Management is a growing traffic management company,
providing industry-leading standards of traffic management systems
across the UK.
Its registered office and principal trading address is at Koppers
Business Park Unit 7, Dawes Lane, Scunthorpe, DN15 6UW.
The joint administrators can be reached at:
Michael Solomons
Andrew Pear
Moorfields
6 South Preston Office Village
Bamber Bridge
Preston PR5 6BL
Tel No: 01772 500824.
For further information, contact:
Courtney Blake
Moorfields
6 South Preston Office Village
Bamber Bridge
Preston PR5 6BL
Tel No: 01772 504014
Email: courtney.blake@moorfieldscr.com
WEBMASTER LIMITED: Evelyn Partners Named as Administrators
----------------------------------------------------------
Webmaster Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List, Court Number: CR-2025-000143,
and Jeremy Karr and Simon John Killick of Evelyn Partners LLP were
appointed as administrators on Jan. 22, 2025.
Webmaster Limited is formerly known as HH Design Engineering
Limited; Hopley & Holden Limited; Mikrosco Limited. The Company is
a supplier, manufacturer and converter of Self-Adhesive products
for the Label and Tape industries.
Its registered office and principal trading is at Lowerhouse Mills,
Bollington, Macclesfield, Cheshire, SK10 5HW.
The joint administrators can be reached at:
Mark Supperstone
Simon Jagger
Evelyn Partners LLP
45 Gresham Street
London, EC2V 7BG
For further details, contact:
The Joint Administrators
Tel No: 020 7702 9775
Alternative contact:
Thomas Graham
Email: thomas.graham@resolvegroupuk.com
YEOH SAXTON-PIZZIE: Forvis Mazars Named as Administrators
---------------------------------------------------------
Yeoh Saxton-Pizzie Limited 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-2024-007499, and Guy Robert Thomas Hollander and
Patrick Alexander Lannagan of Forvis Mazars LLP were appointed as
administrators on Dec. 18, 2024.
Yeoh Saxton-Pizzie, trading as Wholegood, engages in the wholesale
of food.
Its registered office is at 20-21 Fairway Drive, Greenford, United
Kingdom, UB6 8PW.
Its principal trading address is at 20-21 Fairway Drive, Greenford,
United Kingdom, UB6 8PW.
The joint administrators can be reached at:
Guy Robert Thomas Hollander
Forvis Mazars LLP
30 Old Bailey
London EC4M 7AU
-- and --
Patrick Alexander Lannagan
Forvis Mazars LLP
One St Peters Square
Manchester, M2 3DE
For further details, contact:
The Joint Administrators
Tel No: 020 7063 4597
Alternative contact: Sakshi Singh
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
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