/raid1/www/Hosts/bankrupt/TCREUR_Public/250303.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, March 3, 2025, Vol. 26, No. 44
Headlines
F R A N C E
FCT PONANT 1: DBRS Gives Prov. BB Rating on Class E Notes
G E R M A N Y
SC GERMANY 2022-1: Fitch Lowers Rating on Class E Notes to 'B+sf'
TAURUS EU 2025-1: DBRS Gives Prov. BB Rating on Class E Notes
TK ELEVATOR: Fitch Cuts Rating on Secured Debt to B on Refinancing
I R E L A N D
ARES EUROPEAN XXI: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
CROSS OCEAN XI: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
L U X E M B O U R G
LINUX SOFTWARE: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable
N E T H E R L A N D S
INTERMEDIATE DUTCH: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
NOBIAN FINANCE: Moody's Rates New EUR525MM Sr. Secured Debt 'B2'
NOBIAN HOLDING 2: S&P Gives B Rating to New EUR525MM Term Loan B
PEARL MBS 1: Fitch Affirms B-sf Rating on Class B Notes
S P A I N
TDA SABADELL 5: Moody's Assigns Ba3 Rating to EUR70MM Cl. B Notes
S W E D E N
ASMODEE GROUP: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
U N I T E D K I N G D O M
ALICIA JAMES: Begbies Traynor Named as Administrators
COLIN BRISCOE: Leonard Curtis Named as Administrators
FORTUNA CONSUMER 2024-1: DBRS Confirms B(high) Rating on F Notes
HESWAY LIMITED: Begbies Traynor Named as Administrators
MANCHESTER HYDRAULICS: BK Plus Named as Administrators
MANNAREST LIMITED: Kirks Named as Administrators
PIONEER UK 2: S&P Withdraws 'B-' Issuer Credit Rating
PORTFOLIO PARTNERS: KBL Advisory Named as Administrators
RIPON MORTGAGES: Fitch Assigns 'B-(EXP)sf' Rating on Class X Notes
TECHNICOLOR CREATIVE: Interpath Ltd Named as Administrators
TJ BOOKS: KR8 Advisory & Opus Restructuring Named as Administrators
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F R A N C E
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FCT PONANT 1: DBRS Gives Prov. BB Rating on Class E Notes
---------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes (the Rated Notes) to be issued by FCT
Ponant 1 (the Issuer):
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (sf)
-- Class C Notes at (P) A (sf)
-- Class D Notes at (P) BBB (low) (sf)
-- Class E Notes at (P) BB (sf)
-- Class F Notes at (P) B (high) (sf)
Morningstar DBRS did not assign a provisional credit rating to the
Class G Notes (collectively with the Rated Notes, the Notes) also
expected to be issued in this transaction.
The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date. The credit ratings of the Class B Notes,
Class C Notes, Class D Notes, Class E Notes, and the Class F Notes
address the ultimate payment of interest (timely when most senior)
and the ultimate repayment of principal by the final maturity
date.
The securitization transaction constitutes the issuance of notes
backed by a portfolio of approximately EUR [] million worth of
fixed lease receivable instalments and their ancillary rights
(excluding the residual value component), related to equipment
lease contracts granted by Leasecom (the Seller) mainly to small
and medium-sized enterprises (SMEs) in France. Leasecom (the
Servicer) also services the portfolio.
CREDIT RATING RATIONALE
The credit ratings are based on the following analytical
considerations:
-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;
-- The credit quality of the collateral, historical and projected
performance of Leasecom's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;
-- An operational risk review of Leasecom's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;
-- An operational risk review of Interpath's (the Back-Up
Servicer) capabilities with regard to its monitoring, servicing,
and financial strength as Back-up Servicer;
-- The transaction parties' financial strength with regard to
their respective roles;
-- Morningstar DBRS' long-term sovereign credit rating on the
Republic of France, currently at AA (high) with a Stable trend;
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions".
TRANSACTION STRUCTURE
The transaction is static and its cash flows follow separate
interest and principal waterfalls. Both waterfalls allow for the
fully sequential payment of both interest and principal on the
Notes. Available revenue receipts can be used to cover principal
deficiencies, and, in certain scenarios, principal may be diverted
to pay interest on the Rated Notes. The principal-to-interest
mechanism is designed to cover senior interest shortfalls where
there are insufficient available interest collections to cover
senior expenses and fees as well as interest on the Rated Notes
outstanding. Such principal-to-interest reallocations, along with
any defaults, are recorded on the applicable principal deficiency
ledgers in a reverse-sequential order.
The transaction benefits from a general reserve, which will be
fully funded at the closing date. Amounts standing to the credit of
the general reserve will be available to cover senior expenses and
fees and to pay interest on the most senior class of Rated Notes.
The general reserve is amortizing and will be funded at closing
with an amount equal to 1.3% of the initial balance of the Rated
Notes subject to a floor of EUR 750,000.
The Notes pay floating interest rates based on one-month Euribor,
whereas the portfolio comprises only fixed-rate leases. The
interest rate mismatch risk between the Notes and the portfolio is
mitigated by an interest rate swap agreement.
The weighted-average provisional portfolio yield is 8.6%.
COUNTERPARTIES
Natixis has been appointed as the Issuer's specially dedicated
account bank for the transaction. Morningstar DBRS privately rates
Natixis S.A. The transaction documents contain downgrade provisions
relating to the specially dedicated account bank that are
consistent with Morningstar DBRS' criteria.
BNP Paribas has been appointed as the Issuer's account bank for the
transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of
AA (low) on BNP Paribas, the downgrade provisions outlined in the
transaction documents and other mitigating factors in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned to the Rated Notes.
Natixis has been appointed as the hedge counterparty for the
transaction. Morningstar DBRS privately rates Natixis. The hedging
documents contain downgrade provisions that are consistent with
Morningstar DBRS' criteria.
PORTFOLIO ASSUMPTIONS
Morningstar DBRS determined its credit rating based on the
following analytical considerations:
-- The probability of default (PD) for the portfolio was
determined using the historical performance information supplied.
Morningstar DBRS assumed an annualized PD of 3.2% for tangible
asset leases and 5.8% for intangible asset leases, according to
portfolio condition maximum percentage of intangible asset leases
will represent 6.3% of the portfolio balance.
-- The assumed weighted-average life (WAL) of the portfolio is 1.9
years.
-- The recovery rate used is 32.5% at the B (low) (sf) credit
rating level.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.
Notes: All figures are in euros unless otherwise noted.
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G E R M A N Y
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SC GERMANY 2022-1: Fitch Lowers Rating on Class E Notes to 'B+sf'
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Fitch Ratings has upgraded five tranches of SC Germany S.A.
Compartment Consumer 2020-1 (SCGC 2020) and three tranches of SC
Germany S.A. Compartment Consumer 2021-1 (SCGC 2021). It has also
downgraded SC Germany S.A. Compartment Consumer 2022-1 (SCGC 2022)
class E notes and F notes and affirmed SC Germany S.A. Compartment
Consumer 2023-1's (SCGC 2023) notes.
Entity/Debt Rating Prior
----------- ------ -----
SC Germany S.A.,
Compartment
Consumer 2022-1
Class A XS2482884850 LT AAAsf Affirmed AAAsf
Class B XS2482885071 LT AA-sf Affirmed AA-sf
Class C XS2482886046 LT Asf Affirmed Asf
Class D XS2482886475 LT BBBsf Affirmed BBBsf
Class E XS2482886558 LT B+sf Downgrade BBsf
Class F XS2482886632 LT CCsf Downgrade CCCsf
SC Germany S.A.,
Compartment
Consumer 2023-1
Class A XS2639842348 LT AAAsf Affirmed AAAsf
Class B XS2639842694 LT AAsf Affirmed AAsf
Class C XS2639843072 LT Asf Affirmed Asf
Class D XS2639843403 LT BBBsf Affirmed BBBsf
Class E XS2639843742 LT BBsf Affirmed BBsf
Class F XS2639844047 LT BBsf Affirmed BBsf
SC Germany S.A.,
Compartment
Consumer 2021-1
Class A XS2398387071 LT AAAsf Affirmed AAAsf
Class B XS2398387741 LT AAAsf Upgrade AA+sf
Class C XS2398388129 LT AA+sf Upgrade AA-sf
Class D XS2398388632 LT A-sf Upgrade BBB+sf
Class E XS2398388715 LT BBB-sf Affirmed BBB-sf
SC Germany S.A.,
Compartment
Consumer 2020-1
A XS2239090785 LT AAAsf Affirmed AAAsf
B XS2239091320 LT AAAsf Upgrade AA+sf
C XS2239091593 LT AA+sf Upgrade AAsf
D XS2239091759 LT AAsf Upgrade A+sf
E XS2239091833 LT AA-sf Upgrade Asf
F XS2239091916 LT A+sf Upgrade A-sf
Transaction Summary
The transactions are securitisations of unsecured consumer loans
originated by Santander Consumer Bank. SCGC 2020 and 2023 are
amortising pro-rata. Following a trigger breach, SCGC 2021 and 2022
are both now amortising sequentially. The class F notes in SCGC
2021, 2022 and 2023 can be paid down via excess spread in the
priority of interest payments. SCGC 2021's class F notes have been
paid in full.
KEY RATING DRIVERS
Default Expectations Adjusted: SCGC 2021, 2022 and 2023's asset
pools are reporting higher-than-expected defaults. This has been
driven by high inflation compromising affordability and significant
increases in origination volumes in 2021 and 2022, which led to an
expanded borrower universe with a negative impact on performance.
The deteriorating asset performance has been reflected in upward
revisions of its default assumptions to 6.5% for SCGC 2021, 2022
and 2023, in line with the recent SC Germany S.A., Compartment
Consumer 2024-2 transaction rated in November 2024.
Fitch used a lower 'AAA' default multiple of 4.0x for SCGC 2021,
2022 and 2023, which is offsetting the cyclical element of the base
case increase but not the entire increase as part of the higher
defaults are attributed to a changed borrower base rather than due
to the macroeconomic environment. Fitch also slightly lowered the
base case recovery rate assumption to 15% (from 17.5%) for all
transactions (including SCGC 2020), driven by the lower recoveries
in recent book data as well as observed transaction performance.
This is also aligned with SCGC 2024-2's closing assumption.
Asset Performance Differs: The performance of SCGC 2020 is better
than the more recent transactions, so Fitch has not changed the
default assumption for this deal. The transaction continues to
amortise pro-rata but credit enhancement has built up for all
classes due to the specific pro-rata mechanism and the reserve fund
being at its floor. The increased credit enhancement (CE) has
driven the upgrades of SCGC 2020.
Low Excess Spread: All transactions are reporting low excess
spread, with SCGC 2022 and 2023 reporting negative excess spread as
a result of high defaults. SCGC 2022 has an uncleared principal
deficiency ledger (PDL), which has been increasing and now amounts
to EUR13 million (2.1% of the total asset balance). As Fitch
expects defaults to remain high, further amortisation of the SCGC
2022 class F notes from excess spread is improbable.
The class F notes' repayment is therefore dependent on default
timing and availability of funds at the end of the transaction's
life. Fitch has downgraded the notes to 'CCsf' as default of some
kind appears probable and there are very high levels of credit
risk, commensurate with Fitch's 'CCsf' rating definition. Fitch has
also downgraded the SCGC 2022 class E notes to 'B+sf' as material
default risk is present. Fitch has lowered its prepayment
assumption for all transactions to 15% (from 18%) following
observed lower prepayments, aligning with SCGC 2024's closing
assumption.
Pro-Rata Amortisation Trigger Breach Likely: SCGC 2021 and SCGC
2022 are amortising sequentially following a trigger breach. Fitch
expects a similar trigger breach for SCGC 2023 if performance
remains in line with its expectations. An earlier switch to
sequential note amortisation reduces the principal available funds
for the junior notes, favouring senior notes.
Counterparty Risks Addressed: SCGC 2020 and 2021 have fully funded
reserves dedicated to liquidity and are currently at their
respective floors. SCGC 2022 and 2023 feature a two-tier reserve,
replenished at different positions in the interest waterfall. The
reserve funds for SCGC 2022 and 2023 can be partially used to cover
PDLs. For SCGC 2022 the part of the reserve available to cover PDLs
is fully depleted. The reserves are sufficient to cover payment
interruption risk for at least three months, in line with its
criteria.
The transactions also foresee funding of reserves to cover
commingling and set-off risks, and for SCGC 2023, servicer
termination risks upon rating trigger breaches in line with
criteria. Replacement conditions for the servicer, account bank and
swap counterparty are adequately defined and relevant ratings are
in line with its criteria thresholds.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A further weakening of borrowers' debt servicing capacity beyond
Fitch's expectation might result in higher-than-expected defaults,
negatively affecting the transactions' performance.
Lower-than-expected recoveries also have a negative impact on the
transactions' performance due to large asset pool losses and low
available funds to clear PDLs. Sensitivities to higher default
rates and lower recoveries are shown below.
SCGC 2020
Default rate increased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'AAsf'; Class E: 'AA-sf'; Class F: 'A+sf'
Default rate increased by 25%
Class A: 'AAAsf'; Class B: 'AA+sf'; Class C: 'AAsf'; Class D:
'A+sf'; Class E: 'A+sf'; Class F: 'Asf'
Recovery rate decreased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'AA+sf'; Class E: 'AAsf'; Class F: 'AA-sf'
Recovery rate decreased by 25%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'AA+sf'; Class E: 'AAsf'; Class F: 'AA-sf'
Default rate increased by 10% and recovery rate decreased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'AAsf'; Class E: 'AA-sf'; Class F: 'A+sf'
Default rate increased by 25% and recovery rate decreased by 25%
Class A: 'AAAsf'; Class B: 'AA+sf'; Class C: 'AAsf'; Class D:
'A+sf'; Class E: 'Asf'; Class F: 'A-sf'
SCGC 2021
Default rate increased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AAsf'; Class D:
'A-sf'; Class E: 'BBB-sf'
Default rate increased by 25%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA-sf'; Class D:
'BBBsf'; Class E: 'BB+sf'
Recovery rate decreased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'Asf'; Class E: 'BBB-sf'
Recovery rate decreased by 25%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AA+sf'; Class D:
'A-sf'; Class E: 'BBB-sf'
Default rate increased by 10% and recovery rate decreased by 10%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'AAsf'; Class D:
'A-sf'; Class E: 'BBB-sf'
Default rate increased by 25% and recovery rate decreased by 25%
Class A: 'AAAsf'; Class B: 'AAAsf'; Class C: 'A+sf'; Class D:
'BBBsf'; Class E: 'BB+sf'
SCGC 2022
Default rate increased by 10%
Class A: 'AA+sf'; Class B: 'AAsf'; Class C: 'A-sf'; Class D:
'BBBsf'; Class E: 'CCCsf'; Class F: 'NRsf'
Default rate increased by 25%
Class A: 'AAsf'; Class B: 'A+sf'; Class C: 'BBB+sf'; Class D:
'BB+sf'; Class E: 'NRsf'; Class F: 'NRsf'
Recovery rate decreased by 10%
Class A: 'AAAsf'; Class B: 'AA+sf'; Class C: 'Asf'; Class D:
'BBBsf'; Class E: 'Bsf'; Class F: 'NRsf'
Recovery rate decreased by 25%
Class A: 'AAAsf'; Class B: 'AA+sf'; Class C: 'Asf'; Class D:
'BBBsf'; Class E: 'Bsf'; Class F: 'NRsf'
Default rate increased by 10% and recovery rate decreased by 10%
Class A: 'AA+sf'; Class B: 'AAsf'; Class C: 'A-sf'; Class D:
'BBB-sf'; Class E: 'CCCsf'; Class F: 'NRsf'
Default rate increased by 25% and recovery rate decreased by 25%
Class A: 'AAsf'; Class B: 'A+sf'; Class C: 'BBB+sf'; Class D:
'BB+sf'; Class E: 'NRsf'; Class F: 'NRsf'
SCGC 2023
Default rates increased by 10%:
Class A:'AA+sf'; Class B: 'AAsf'; Class C:'Asf'; Class D: 'BBB+sf';
Class E: 'BBsf'; Class F:'BBsf'
Default rate by increased by 25%:
Class A:'AA+sf'; Class B: 'A+sf'; Class C: 'A-sf'; Class D:
'BBBsf'; Class E: 'BBsf'; Class F: 'Bsf'
Recovery rates decreased by 10%:
Class A: 'AAAsf'; Class B: 'AA+sf'; Class C: 'A+sf'; Class
D:'A-sf'; Class E: 'BB+sf'; Class F: 'BBsf'
Recovery rates decreased by 25%:
Class A:'AAAsf'; Class B: 'AA+sf'; Class C: 'A+sf'; Class D:
'A-sf'; Class E: 'BB+sf'; Class F: 'BBsf'
Default rates increased by 10% and recovery rates decreased by
10%:
Class A 'AA+sf'; Class B 'AAsf'; Class C 'Asf'; Class D 'BBB+sf';
Class E 'BBsf'; Class F 'BBsf'
Default rates increased by 25% and recovery rates decreased by
25%:
Class A: 'AA+sf'; Class B: 'A+sf'; Class C: 'A-sf'; Class D:
'BBBsf'; Class E: 'BB-sf'; Class F: 'B-sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The notes could benefit from an improvement in the macroeconomic
outlook and stabilisation of inflation resulting in a reduction in
observed defaults. Smaller asset pool losses and higher available
funds resulting from higher-than-expected recoveries would also be
beneficial to the notes.
For SCGC 2023 an early switch to sequential amortisation could
benefit more senior notes in the transaction due to faster CE
build-up. Junior notes would benefit from longer pro-rata
amortisation.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
SC Germany S.A., Compartment Consumer 2020-1
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
SC Germany S.A., Compartment Consumer 2021-1 , SC Germany S.A.,
Compartment Consumer 2022-1, SC Germany S.A., Compartment Consumer
2023-1
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transactions closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
TAURUS EU 2025-1: DBRS Gives Prov. BB Rating on Class E Notes
-------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes to be issued by Taurus 2-25-1 EU DAC
(the Issuer):
-- Class A at (P) AAA (sf)
-- Class B at (P) AA (high) (sf)
-- Class C at (P) A (low) (sf)
-- Class D at (P) BBB (low) (sf)
-- Class E at (P) BB (sf)
The trends on all credit ratings are Stable.
CREDIT RATING RATIONALE
The transaction is the securitization of a EUR 259.8 million
floating-rate commercial real estate senior loan backed by a
portfolio of 37 freehold urban logistics properties spread across
Germany and France.
On December 13, 2024, Bank of America Europe DAC (the original
lender or the loan seller) entered into (1) a common terms
agreement (CTA) with, among others, the borrowers (the Facilities
Agreement), and (2) a French law local loan agreement with, among
others, the French borrowers (the French Notarized Facility
Agreement). The original lender advanced a loan to the borrowers
pursuant to the facilities agreement and the French Notarized
Facility Agreement (the senior loan). The borrowers are all
limited-purpose entities or limited partnerships and are all
ultimately owned and controlled by The Carlyle Group (Carlyle or
the Sponsor).
On October 31, 2024 (the cut-off date), Cushman & Wakefield (C&W)
conducted valuations on the 37 properties and appraised their
aggregate market value at EUR 384.4 million. Based on C&W's
valuation, this translates into a day-one loan-to-value ratio (LTV)
of 67.5%. As of the cut-off date, the property portfolio offered a
total of 275,551 square meters (sqm) of gross lettable area (GLA)
let to 17 different tenants at an occupancy level of 98.4%.
Physical vacancy is concentrated in a single property in Ennery,
Île-de-France, which represents 4,319 sqm of lettable area,
reflecting 1.6% of the total portfolio's GLA, and is a fully
functional, cross-dock logistics building that became vacant in
August 2024. In Morningstar DBRS' opinion, the strong demand for
logistics properties in the relevant submarket and the property's
good state of maintenance will facilitate the letting process.
At cut-off, the property portfolio generated EUR 22.3 million of
in-place gross rental income (GRI) and EUR 22.0 million net
operating income (NOI), which reflects a day-one debt yield (DY) of
8.5%. When comparing the total in-place GRI with the EUR 24.4
million estimated rental value under full occupancy assumption as
per the C&W valuation report, the portfolio is 7.0% under-rented.
At the cut-off date, the portfolio's weighted-average (WA) lease
term to break (WALTB) and to expiry (WALTE) were 4.3 years and 5.5
years, respectively.
The Sponsor aggregated the portfolio through 10 transactions
between 2020 and 2021, targeting institutional-grade assets with
strong reversionary potential in last-mile, urban locations near
primary transport corridors or key gateway cities. The aggregation
included the sale-and-leaseback of 25 prime last-mile assets from
the portfolio's largest tenant, Kuehne+Nagel International AG
(Kuehne+Nagel), one of the largest global providers of logistics
services and the number-one sea freight and air freight provider
globally. The properties occupied by Kuehne+Nagel are all
cross-dock, last-mile distribution warehouses with very strong
specifications (average 24% site coverage) and high dock-to-door
ratios (average 7.2 doors per 1,000 sqm). Kuehne+Nagel cumulatively
contributes EUR 12.2 million to the total portfolio's GRI (54.5%)
over 25 leases in Germany and France.
Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the property portfolio is EUR 19.2 million per annum
(p.a.), which represents a haircut of 12.8% to the in-place
portfolio's NOI at cut-off. Based on a Morningstar DBRS' long-term
sustainable cap rate assumption of 6.5%, the resulting Morningstar
DBRS value is EUR 295.5 million, which reflects a haircut of 23.1%
to the C&W valuation.
The senior loan is interest-only and bears interest at a floating
rate equal to three-month Euribor plus a fixed margin. It is
initially expected to mature on 15 February 2028 (the initial
repayment date), with two one-year extension options available to
the borrowers, which are conditional to satisfactory hedging being
in place and no event of default (EOD) continuing. The final
repayment date of the senior loan is 15 February 2030.
On 20 December 2024, each borrower entered into a hedging agreement
to hedge against increases in the interest payable under the senior
loan because of fluctuations in the three-month Euribor. The
initial hedging agreement is in the form of a three-year prepaid
interest rate cap expiring on the initial repayment date. The
notional amount is 100% of the senior loan's principal amount, and
the strike rate is 3.0% p.a. After the initial three-year term, the
borrowers must ensure hedging transactions are in place up until
the final maturity date at a strike rate which is not greater than
the higher of (1) 3.0% p.a. and (2) the rate that ensures a hedged
interest cover ratio of 1.4 times (x), and in both cases for swaps,
if lower, the market prevailing rate. Failure to comply with any of
the required hedging conditions outlined above will constitute a
loan EOD.
The senior loan features cash trap covenants based on DY and LTV.
In particular, a cash trap event will occur if the senior loan's
LTV is greater than 75.0% and/or the senior loan's DY is less than
7.4%. The senior loan also features financial default covenants. In
particular, at each interest payment date (IPD) the borrowers must
ensure that the senior loan's LTV does not exceed 80.0%. The DY,
conversely, must not fall below 6.3% until the initial repayment
date, and below 7.0% thereafter.
The Sponsor can dispose of any assets securing the senior loan by
repaying a release price of 115% of the allocated loan amount of
that property.
On the closing date, the Issuer will acquire the whole interest in
the senior loan pursuant to the loan sale documents. For the
purpose of satisfying the applicable risk retention requirements,
Bank of America Europe DAC will advance a EUR 13.0 million loan
(the Issuer loan) to the Issuer. The Issuer will use the proceeds
of the issuance of the notes, together with the amount borrowed
under the Issuer loan, to acquire the senior loan from the loan
seller.
The transaction will also benefit from a liquidity facility with a
total commitment of EUR [13.0] million, which will be provided by
Bank of America, N.A., London Branch. The liquidity facility can be
used to cover interest shortfalls on the Class A, Class B, and
Class C notes (the covered notes) and certain proportionate
payments under the Issuer Loan. Morningstar DBRS estimated that the
Issuer liquidity reserve will cover approximately [18] months of
interest payments on the covered notes, based on a maximum cap
strike rate of 3.0%, and approximately [15] months based on the
Euribor cap of 4.0% after the notes' expected maturity date.
The Class E notes are subject to an available funds cap where the
shortfall is attributable to an increase in the WA margin of the
notes arising from the allocation of sequential note principal
(i.e., principal proceeds originated from loan-level cash trap
amounts) or as a result of a final recovery determination of the
senior loan.
The transaction includes a Class X interest diversion trigger
event, meaning that if the Class X interest diversion triggers, set
at 7.4% for DY and 75% for LTV, respectively, are breached, any
interest due to the Class X noteholders will instead be paid
directly to the Issuer transaction account and credited to the
Class X diversion ledger. However, such funds can potentially be
used to amortize the notes only following a sequential payment
trigger event or the delivery of a note acceleration notice.
The final legal maturity of the notes is February 17, 2035, seven
years after the senior loan initial repayment date. The final legal
maturity of the notes must be automatically extended where the
final loan repayment date is extended so that the final note
maturity date always falls seven years after the latest senior loan
repayment date. Morningstar DBRS is of the opinion that, if
necessary, this would provide sufficient time to enforce on the
senior loan collateral and ultimately repay the noteholders, given
the security structure and the relevant jurisdictions involved in
this transaction.
Notes: All figures are in euros unless otherwise noted.
TK ELEVATOR: Fitch Cuts Rating on Secured Debt to B on Refinancing
------------------------------------------------------------------
Fitch Ratings has downgraded TK Elevator Holdco GmbH's (TKE) senior
secured debt to 'B' from 'B+' on its proposed refinancing. The
Recovery Rating has been revised to 'RR4' from 'RR3'. Concurrently,
Fitch has affirmed TKE's Long-Term Issuer Default Rating (IDR) at
'B' with a Stable Outlook.
The refinancing will result in a higher amount of senior secured
debt, leading to a lower ranked recovery band for this class of
debt. At the same time, the transaction will simplify its debt
structure by removing unsecured debt, extend its maturity profile,
reduce interest costs, and strengthen interest coverage.
The IDR affirmation and Stable Outlook reflect Fitch's view that
TKE will extend its recently strong operating performance. Despite
its free cash flow (FCF) being affected by heavier capex and
restructuring cost in FY25-FY26 (year-end September), Fitch expects
ongoing operational improvement and reduced cash outflows to result
in increasing FCF margins to FY28.
Key Rating Drivers
Positive Refinancing Momentum: TKE plans to amend and extend its
EUR1.3 billion term loan (TLB) and EUR1 billion revolving credit
facility (RCF), both due in 2027, reprice its EUR500 million and
USD3.3 billion TLBs, both due in 2030, as well as increase its euro
and US dollar TLBs by EUR971 million- equivalent to refinance the
respective amount of its senior unsecured euro and US dollar notes
(SSNs) due in 2028. As a result, TKE's maturity profile will be
meaningfully extended to 2030, when around 70% of the total debt
comes due.
TKE will also reduce interest costs by repaying more expensive
senior unsecured fixed-rate debt with floating-rate TLBs in a
falling interest rate environment. Post-refinancing, it will have
around 30% of the total debt due in 2027, which Fitch views as
manageable.
Earnings Growth to Aid Deleveraging: Fitch forecasts leverage
improvement in the short-to-medium term on growing EBITDA and FCF
generation, although the latter will be limited. Fitch expects
further deleveraging to 6.7x at FYE25 from 6.8x at FYE24 (versus
its prior estimate of 7.5x for FYE24) on strong operating
performance, cost optimisation, and favourable foreign-exchange
changes reducing FYE24 debt. An ability to maintain healthy margins
without a material increase in debt will further strengthen TKE's
positioning in the 'B' rating category.
FCF To Turn Positive: Fitch expects TKE's FCF margins to remain
marginally negative in FY25, before turning positive in FY26. From
FY26, Fitch expects FCF margins to trend towards 1.5%-2%, driven by
a rise in underlying earnings, manageable capex requirements, no
dividend payments, and declining restructuring cash costs. The
improvement in FCF generation will also be driven by further
reduced interest expense after the proposed refinancing is
executed, as Fitch expects lower base rates until FY28.
Upside in EBITDA Margin: Fitch expects TKE's cost-cutting measures
and a higher share of its more profitable services and
modernisation divisions to help maintain high EBITDA margins. Its
rating case assumes healthy EBITDA margins of 14.6% to FY28, also
supported by an increasing exposure to more profitable markets in
Americas. A successful turnaround of its German manufacturing
business, driven by a product-mix shift towards the EOX elevator
model, and leaner overall production with much lower human capital
should aid further deleveraging.
Good Market Position: TKE's position, scale and broad service
network provide it with an advantage over many competitors, while
its global footprint helps in streamlining its cost structure. TKE
is number four globally in the elevator industry, with a market
share of 13%. About two-thirds of the global market are represented
by four global companies.
Limited Business Profile: TKE's business profile is constrained by
its narrow product range and end-customer exposure, relative to
many other diversified industrials companies'. It makes and
services elevators and is partly dependent on property construction
cycles. This is offset by TKE's strong maintenance business that is
resilient in economic cycles and the good geographic
diversification of its business, which limits the effects of
cyclicality in the property sector.
Derivation Summary
TKE's cash flow has been lower than that of direct peers such as
OTIS Worldwide Corporation, Schindler Holding Limited and KONE Oyj,
which all benefit from more streamlined cost structures. Other
high-yield diversified industrials issuers such as INNIO Group
Holding GmbH (B+/Positive) and Ammega Group B.V. (B-/Stable) -
which, like TKE, specialise in a fairly narrow range of products -
have also demonstrated better cash flow generation.
TKE's gross leverage is also higher than that of most similarly
rated peers over the medium term, despite Fitch's expectations of
deleveraging. Higher-rated INNIO's estimated leverage was 4.2x at
end-2024 and Fitch expects further deleveraging towards 4.0x at
end-2025. For lower-rated Ammega Fitch expects gross leverage to
reduce to 7.2x in 2026 from an estimated 8.4x in 2024, which is
above its downgrade sensitivity of 7.5x.
However, TKE has a superior business profile than these peers, with
much greater scale and global diversification, and a stronger
market position. It is also less vulnerable to economic cycles and
shocks, as demonstrated in recent downturns.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Revenue to increase 3.3% in FY25, and 3.1% in FY26-FY28
- EBITDA margin at 14.6% in FY25-FY26 before edging slightly higher
on cost-cutting and price increases
- Higher capex in FY25 at 2.5% of revenue, due to EOX project
implementation, before slightly decreasing to 2.2% until FY28
- Restructuring-related cash costs at EUR150 million in FY25,
before moderating to below EUR100 million in FY26-FY28
- No dividend payments until 2028
- Successful refinancing as outlined above
Recovery Analysis
Fitch's recovery analysis follows its bespoke analysis for issuers
rated 'B+' and below, with a going-concern (GC) valuation yielding
higher realisable values in distress than liquidation. This
reflects the globally concentrated market of elevator
manufacturers, where the top four companies have an almost 70%
total market share.
Fitch assumes GC EBITDA of EUR950 million, accounting for a
structural increase in EBITDA as a result of the restructuring
measures implemented so far. The GC EBITDA would continue to result
in persistently negative FCF, effectively representing a
post-distress cash flow proxy for the business to remain a GC. In
this scenario, TKE depletes internal cash reserves, due to less
favourable contractual terms with customers, to help rebuild its
order book post-restructuring.
Fitch applies a 6.0x distressed enterprise value (EV)/EBITDA
multiple, leading to a total estimated EV of EUR5.7 billion. This
reflects TKE's leading market position, high recurring revenue
base, and international manufacturing and distribution
diversification.
Fitch assumes its EUR1 billion RCF is fully drawn in distress while
its local facility of EUR335 million is excluded from the waterfall
analysis as it is cash-collateralised.
Under the post-refinancing structure its waterfall analysis
generated a ranked recovery in the 'RR4' band (down from 'RR3'
before), indicating a 'B' instrument rating, at the same level as
the IDR, for the senior secured debt, consisting of a total of
EUR6.1 billion TLBs and EUR2.6 billion SSNs issued by TK Elevator
Midco GmbH and TK Elevator U.S. Newco, Inc..
Fitch also includes TKE's EUR225 million unsecured
(working-capital) loans in China as priority debt. Fitch also
treats its factoring line as priority debt, which is deducted from
the EV. The EV is further reduced by 10% for administrative claims,
after which the remaining value is distributed to holders of SSNs
totaling EUR9.7 billion. Thus the current terms and amounts of the
proposed refinancing will result in waterfall generated recovery
computation of 49%, down from 54% currently.
Using the same assumptions, its waterfall analysis output for the
EUR971 million senior unsecured notes issued by TKE generated a
ranked recovery in the 'RR6' band, indicating an instrument rating
of 'CCC+'. The waterfall analysis output percentage on current
metrics and assumptions is zero.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 7.5x by FYE25 with a lack of positive
momentum in deleveraging
- EBITDA margin below 12%
- FCF margin consistently neutral to negative
- EBITDA interest coverage below 2.0x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage below 6.0x
- FCF margin above 3%
- EBITDA interest coverage above 3.0x
Liquidity and Debt Structure
TKE had around EUR763 million of reported cash, including cash
deposits, and short-term financial investments at end-December
2024, 1% of which Fitch treats as restricted for intra-year
operating needs. Its EUR1.0 billion RCF maturing in 2027 was drawn
down to EUR208 million at end-December 2024. The company plans to
extend the maturity of the RCF to 2030, when the majority of the
debt comes due after the proposed refinancing.
Fitch assesses TKE's liquidity as comfortable over the forecast
period, based on its expected remaining largely undrawn RCF, and
with a small forecast FCF margin of 0.2% in FY25. Fitch forecasts
FCF margins of around 2% in FY26-FY27, driven by still meaningful
capex (2.2% of revenue) and ongoing, albeit decreasing,
restructuring costs. FCF forecast is supported by lower interest
payments after the proposed repricing of the debt and lack of
dividend payments till 2028.
After the proposed refinancing, TKE will simplify its debt
structure, by removing the more expensive senior unsecured debt.
TKE will also improve its maturity profile with the majority of its
debt coming due only in 2030, thus improving its financial
flexibility.
Issuer Profile
TKE's product portfolio includes passenger and freight elevators,
escalators and moving walkways, passenger boarding bridges, chair
and platform lifts, which is complemented by a recurring, largely
resilient, service & modernisation business.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
TK Elevator
Holdco GmbH LT IDR B Affirmed B
senior unsecured LT CCC+ Affirmed RR6 CCC+
TK Elevator U.S.
Newco, Inc.
senior secured LT B Downgrade RR4 B+
TK Elevator
Midco GmbH
senior secured LT B Downgrade RR4 B+
=============
I R E L A N D
=============
ARES EUROPEAN XXI: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Ares European CLO XXI DAC debt expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.
Entity/Debt Rating
----------- ------
Ares European
CLO XXI DAC
A-L LT AAA(EXP)sf Expected Rating
A-N LT AAA(EXP)sf Expected Rating
B LT AA(EXP)sf Expected Rating
C LT A(EXP)sf Expected Rating
D LT BBB-(EXP)sf Expected Rating
E LT BB-(EXP)sf Expected Rating
F LT B-(EXP)sf Expected Rating
Subordinated Notes LT NR(EXP)sf Expected Rating
Transaction Summary
Ares European CLO XXI DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR425 million. The portfolio is actively managed by Ares
Management Limited.
The collateralised loan obligation (CLO) will have a reinvestment
period of about 4.6 years and a 7.6-year weighted average life
(WAL) test at closing. The transaction can extend the WAL by one
year on or after the step-up date, which is one year after closing,
subject to conditions.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.1.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.2%.
Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits, including a fixed-rate
obligation limit of 10%, a top 10 obligor concentration limit of
16%, and a maximum exposure to the three-largest Fitch-defined
industries of 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on or after the step-up date, which is one year after
closing. The WAL extension is subject to the collateral quality
tests being passed and the collateral principal amount (defaults at
Fitch-calculated collateral value) being at least equal to the
reinvestment target par balance.
Portfolio Management (Neutral): The transaction will have a
reinvestment period of about 4.6 years and will be governed by
reinvestment criteria that are similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio, with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis was reduced by 12 months. This is
to account for the strict reinvestment conditions envisaged after
the reinvestment period. These include passing the coverage tests
and the Fitch 'CCC' maximum limit after reinvestment and a WAL
covenant that progressively steps down over time after the end of
the reinvestment period. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of no more than one notch each
for the class C and D notes, to below 'B-sf' for the class F notes,
and would have no impact on all other tranches.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to E notes each have a
cushion of two notches, and the class F notes have a cushion of
three notches.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch- stressed portfolio would lead to
upgrades of up to four notches each for the notes, except for the
'AAAsf' rated notes.
During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, enabling
the notes to withstand larger-than-expected losses for the
transaction's remaining life. After the end of the reinvestment
period, upgrades may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Ares European CLO
XXI DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
CROSS OCEAN XI: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Cross Ocean Bosphorus CLO XI DAC
expected ratings. The assignment of final ratings is contingent on
the receipt of final documents conforming to information already
reviewed.
Entity/Debt Rating
----------- ------
Cross Ocean Bosphorus
CLO XI DAC
A XS3004199173 LT AAA(EXP)sf Expected Rating
B XS3004200104 LT AA(EXP)sf Expected Rating
C XS3004200286 LT A(EXP)sf Expected Rating
D XS3004199769 LT BBB-(EXP)sf Expected Rating
E XS3004199843 LT BB-(EXP)sf Expected Rating
F XS3004200013 LT B-(EXP)sf Expected Rating
Subordinated Notes
XS3004200799 LT NR(EXP)sf Expected Rating
Transaction Summary
Cross Ocean Bosphorus CLO XI DAC is a securitisation of mainly (at
least 90%) senior secured obligations with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to purchase a portfolio with a target par of
EUR475 million. The portfolio is actively managed by Cross Ocean
Adviser LLP and the CLO will have a five-year reinvestment period
and an eight-year weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 23.9.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.9%.
Diversified Portfolio (Positive): The transaction will include
various concentration limits, including a maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40% and
a top 10 obligor concentration limit at 20%. These covenants ensure
that the asset portfolio will not be exposed to excessive
concentration.
Portfolio Management (Neutral): The transaction will have a
five-year reinvestment period and include reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period. These include the
over-collateralisation tests and Fitch's 'CCC' limit. In Fitch's
opinion, these conditions would reduce the effective risk horizon
of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A to F notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class F notes have a five-notch
cushion, the class C, D and E notes each have a three-notch cushion
and the class B notes have a two-notch cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A to E notes, and to below 'B-sf' for
the class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to five notches each for the notes, except for the
'AAAsf' rated notes.
During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. After the end of the reinvestment
period, upgrades may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Cross Ocean
Bosphorus CLO XI DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
===================
L U X E M B O U R G
===================
LINUX SOFTWARE: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Luxembourg-registered
SUSE S.A. to stable from negative and affirmed its 'B+' long-term
issuer credit rating.
The stable outlook reflects S&P's view that SUSE will reduce
leverage toward 5.5x by the end of fiscal 2025 and strengthen its
FOCF to debt to more than 5%, supported by its forecast that
revenue will grow by 7%-9% and the EBITDA margin will be stable.
Stronger-than-expected profitability and lower nonrecurring and
transformation-related costs boosted the S&P Global
Ratings-adjusted EBITDA figure for Luxembourg-registered SUSE S.A.,
parent of SUSE Linux, in the fiscal year to Oct. 31, 2024 (fiscal
2024).
SUSE's ongoing investment in sales and marketing, combined with new
services, is expected to support top-line growth, leading to
further EBITDA growth in fiscal 2025. As a result, S&P forecasts
that adjusted debt to EBITDA will remain below 6.0x and free
operating cash flow (FOCF) to debt will strengthen to more than
5%.
S&P said, "In fiscal 2024, SUSE reduced its debt to EBITDA faster
than previously expected, and we forecast that it will maintain
this trend in fiscal 2025. Because we anticipate that SUSE will
gradually build headroom in terms of the leverage and FOCF to debt
levels we consider commensurate with a 'B+' rating, we revised the
outlook to stable from negative. In fiscal 2024, SUSE achieved S&P
Global Ratings-adjusted debt to EBITDA of 5.9x, improving on the
6.3x previously forecast by lowering its nonrecurring and
transformation-related costs and through stronger profitability. We
attribute the outperformance to the company's successful investment
in strengthening its sales and marketing capabilities, as well as
its service proposition. We expect this, combined with continued
growth in cloud-based applications, to support the predicted 7%-9%
revenue growth in fiscal 2025 and a largely stable adjusted EBITDA
margin that will translate into further leverage reduction, toward
5.5x, over the period. FOCF to debt temporarily fell below 5% in
fiscal 2024, due to high financial fees linked to the two repricing
transactions the company closed during the period. However, the
repricing will incrementally support FOCF generation--the two
transactions, combined, decreased the annual interest burden by
EUR10 million-EUR15 million. Excluding these fees, and
incorporating the full benefit of the repricing, FOCF to debt would
have been about 5%. Furthermore, we estimate that continued strong
demand, and EBITDA growth will cause FOCF to strengthen
significantly in fiscal 2025, to $90 million-$95 million. On the
back of this, FOCF to debt is likely to strengthen to about 7%."
SUSE's relatively prudent financial policy supports a reduction in
leverage over the short-to-medium term. SUSE is still committed to
reducing reported net debt to adjusted cash EBITDA to 3.5x (from
4.0x in fiscal 2024), which is equivalent to adjusted leverage of
5.0x-5.5x and anticipate that the company will end fiscal 2025
below this level. S&P said, "In the short term, this commitment
reduces the risk that debt-funded acquisitions, shareholder
returns, or other governance or financial policy choices will cause
SUSE to increase its leverage, in our view. Instead, we understand
the company will focus on small, cash-funded, bolt-on acquisitions,
similar to its acquisition of StackState in fiscal 2024. The
company had a large cash balance of about $203 million at the end
of fiscal 2024, which is forecast to increase toward $280 million
by the end of fiscal 2025. As a result, its liquidity position,
including intrayear working capital swings, is comfortable and
gives it sufficient flexibility to pursue a cash-funded, bolt-on
acquisition strategy that will not affect our adjusted leverage
metric. Once SUSE reaches its 3.5x net debt to adjusted cash EBITDA
objective, we will monitor the long-term behavior of its management
team and shareholders."
S&P said, "Following a significant group reorganization in fiscal
2023, performance in fiscal 2024 slightly outpaced our expectations
and we forecast accelerated growth from fiscal 2025. SUSE's fiscal
2023 reorganization increased its sales headcount, improved the
productivity of its salesforce, revamped its go-to-market strategy
to focus on regional outreach, and strengthened its product and
portfolio proposition. These investments, combined with sound
market growth, enabled it to increase revenue by 6.7% in fiscal
2024. Its reported EBITDA margin improved to 26.6% in fiscal 2024
from 22.1% in fiscal 2023, partly because of the reduction in
restructuring and transformation-related costs. We anticipate that
SUSE will reap the full benefit of these investments in fiscal
2025, and this supports our forecast that revenue growth will
accelerate to 7%-8% while reported EBITDA margin rises to 28.1%.
Furthermore, stronger cash collection on sustained demand, combined
with minimal financial fees, will offset the higher working capital
outflow caused by increasing trade receivables, so that FOCF
generation significantly improves to about $93 million in fiscal
2025, from $25.3 million in fiscal 2024.
"We remain mindful that weaker macroeconomic conditions and strong
competition could derail the company's acceleration plan. Although
we think SUSE's software solutions play a vital role in supporting
enterprises' core applications and cloud platforms, the open-source
nature of the product makes it possible for customers to use a free
version for longer, if budgets are tight. In addition, SUSE trails
market leader Redhat in the paid Linux software and services market
-- Redhat enjoys the vast resources of its parent IBM. In our view,
weaker global economic growth could lead to increasing competition
and pricing pressure and make it harder for the company to bring
its top-line growth rate in line with our current expectations.
"The stable outlook indicates that, in our view, SUSE's
go-to-market strategy under the new management team, combined with
growing end-market demand, will support revenue growth of 7%-9% in
fiscals 2025-2026. Top-line growth will be partly offset by
continued investment in the business, leading to a largely stable
adjusted EBITDA margin of 29%-30%. We forecast that the company
will steadily reduce its leverage toward 5.5x by the end of fiscal
2025 and toward 5.0x by the end of fiscal 2026, while strengthening
its cash flow.
"We could lower our rating if significantly lower-than-expected
revenue growth or EBITDA margins, or a more aggressive financial
policy, were to push our adjusted leverage metric above 6x, or FOCF
to debt below 5%.
"In our view, the company's financial-sponsor control and leverage
target limit ratings upside at this stage. However, we could raise
the rating if adjusted leverage fell below 5.0x while FOCF to debt
remained firmly over 10%, supported by the company's commitment to
maintain these ratios."
=====================
N E T H E R L A N D S
=====================
INTERMEDIATE DUTCH: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed at 'B+' the Long-Term Issuer Default
Ratings (IDRs) for Intermediate Dutch Holdings, B.V. (NielsenIQ)
and its subsidiaries Nielsen Consumer Inc. and Indy Dutch Bidco
B.V. Fitch also assigned a first-time 'B+' IDR to Indy US Holdco,
LLC. The three subsidiaries are all co-borrowers of the senior
secured debt. The Rating Outlook is Stable. Fitch has affirmed the
senior secured debt at 'BB' with a Recovery Rating of 'RR2'.
NielsenIQ's ratings reflect execution of its cost-savings plan and
growth in 2024. Revenue and EBITDA are lower than Fitch projected
when the merger with GfK was announced, largely due to a regulatory
delay that slowed the transaction. Fitch does not view this delay
as a structural issue and expects strong cash flow generation and
EBITDA leverage below 5.0x in the near-to-medium term.
Fitch previously classified the parent company Intermediate Dutch
Holdings, B.V. as a co-borrower, but it is a guarantor instead.
This change did not impact the ratings.
Key Rating Drivers
Moderately High Leverage: NielsenIQ finished 2024 with EBITDA
leverage of about 5.5x, which is above Fitch's negative sensitivity
of 5.0x. The higher leverage is due in part to the regulatory delay
of the merger with GfK, but Fitch views this as temporary rather
than a structural problem. The company's execution of its cost
savings and associated margin expansion plan has been strong, and
Fitch expects EBITDA leverage to fall within its leverage
sensitivities by the end of 2025.
Strong Operating Performance: Operating performance in 2024 was
strong with organic growth and EBITDA margin expansion, but it was
below Fitch's projections. The company has made good progress on
its margin expansion plan and expects it to continue in 2025. Fitch
expects NielsenIQ will achieve EBITDA margins at or above 20% this
year. This level would be in line with Fitch's expectations, but
well below the roughly 40% average among broader data analytics and
processing (DAP) peers. Fitch views the company's lower
profitability profile as a limit to the rating at current expected
levels.
Improving Free Cash Flow: The company's potential to generate
significant free cash flow (FCF) supports the rating. FCF
conversion should improve in 2025 as the company achieves its
margin targets, capital intensity falls, and one-time integration
and restructuring costs fall away. Fitch expects FCF margins of 5%
or greater in the next 18 to 24 months. NielsenIQ's FCF-based
leverage metrics remain in line with the 'B' category, reflecting
mid- to high single-digit capex intensity in conjunction with
weaker margins relative to business service DAP peers broadly.
Potentially Stronger Combined Company: Initial indications
regarding the business combination are positive, with renewed
multiyear contracts from many large customers. Fitch views this as
confirmation that the combined company is progressing toward market
leadership in the retail measurement sector. Its global footprint
should appeal to global CPG brands and leading retailers. The
respective strengths of NIQ in consumer goods and GfK in technology
and durables are complementary.
Stable Organic Growth: NielsenIQ's 6% organic growth in 2024
indicates successful business plan execution. The company benefits
from annual rate increases in multiyear contracts, providing a
strong growth base. Its growth exceeds rate increases due to new
client acquisitions, particularly in the small business sector.
NielsenIQ is also just at the beginning of its plan to bring the
strengths of GfK to the U.S. where it previously had a small
footprint. The company's ability to sustain this level of growth in
2025 and beyond should translate into better EBITDA margins and
stronger FCF.
Derivation Summary
While not a direct peer, NielsenIQ compares with Boost Parent, LP
(J.D. Power; B/Stable), which has smaller revenue scale but
stronger margins. J.D. Power had higher leverage than NielsenIQ
before the GfK transaction. Another indirect peer, The Dun &
Bradstreet Corporation (BB-/Positive), has larger revenue,
materially higher margins and more conservative leverage.
Consumer research and measurement companies must acquire data
continuously. Accordingly, their margin profiles are lower than
their business services data and analytics peers; this is a
structural difference that will persist over time.
Key Assumptions
- Revenue growth in 2025 of approximately 4% declining over the
next several years;
- EBITDA expansion as the cost savings program takes effect with
margins approaching 20%;
- Capital intensity falling 1% per year as the company's investment
in technology platforms tapers;
- No acquisitions, dividends or share repurchases.
Recovery Analysis
The recovery analysis assumes that NielsenIQ would be reorganized
as a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim.
NielsenIQ's GC EBITDA assumption includes pro forma adjustments for
cash flows added via acquisition and/or reduced by asset
dispositions. The delta between PF LTM EBITDA and the GC EBITDA
assumption is an output of the analysis, not a starting point or
input that drives the GC assumption. The GC EBITDA estimate
reflects Fitch's view of a sustainable, post-reorganization EBITDA
level upon which Fitch bases the enterprise valuation.
A distressed scenario is envisioned in which several material
clients of NielsenIQ and GfK leave as a result of missteps during
the business combination, and at the same time the company begins
to lose incremental market share to its competitors. As a result of
the client losses, combined revenue and EBITDA both erode. These
assumptions result in a GC EBITDA estimate of $590 million.
An enterprise value (EV)/EBITDA multiple of 6.5x is used to
calculate a post-reorganization valuation, above the 5.5x median
TMT emergence EV/forward EBITDA multiple. The 6.5x multiple is
below recovery assumptions that Fitch employs for other data
analytics companies with high recurring revenue streams.
The multiple is further supported by Fitch's positive view of the
data analytics sector including the high proportion of recurring
revenues, the contractual rights to proprietary data, and the
inherent leverage in the business model. Recent acquisitions in the
data and analytics subsector have occurred at attractive multiples
in the range of 10x to 20x+. Current EV multiples of public data
analytics companies trade even higher.
Fitch assumes a fully drawn revolver in its recovery analysis, as
credit revolvers are tapped as companies approach distress
situations. Fitch assumes a full draw on NielsenIQ's upsized $638
million revolver. Fitch further assumes the A/R receivable sales
facility is super senior to the first-lien claims.
The recovery analysis results in a 'BB'/'RR2' issue and Recovery
Ratings for the first-lien credit facilities, resulting in a
two-notch uplift from the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- FCF margin expected to be sustained approaching neutral;
- EBITDA leverage expected to be sustained above 5.0x;
- Cash flow from operations (CFO) less capex/total debt expected to
be sustained below 2.5%;
- Neutral to negative organic revenue growth potentially reflecting
share losses, declining retention and increased competitive
pressure or sustained end-market weakness.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- FCF margin expected to be sustained at 3.5% or higher;
- CFO less capex/total debt expected to be sustained above 4.5%;
- Continued and sustained operational success, measured by
achieving the company cost savings plan, improved customer
retention rates, organic revenue growth, and EBITDA margin
expansion;
- Maintaining EBITDA leverage below 4.5x.
Liquidity and Debt Structure
NielsenIQ finished 2024 with about $290 million of cash on the
balance sheet and more than $300 million available on its $638
million revolver. The company has used its revolver for working
capital purposes, which is excluded in its compliance calculations.
Fitch expects the issuer to remain in compliance with its covenants
over the forecast period.
The term loans (about $3.7 billion) are floating rate and mature in
Q1 2028, when the revolver also matures. Fitch expects capital
market access will be strong, and NielsenIQ will not have any
difficulty extending its maturities. The company's recent repricing
of its debt supports this expectation.
Issuer Profile
NielsenIQ is a data and analytics provider for market research and
consumer insights. The company aggregates sales and market data,
helping retailers and brands understand consumer buying behaviors.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Indy Dutch Bidco B.V. LT IDR B+ Affirmed B+
senior secured LT BB Affirmed RR2 BB
Indy US Holdco, LLC LT IDR B+ New Rating
senior secured LT BB Affirmed RR2 BB
Nielsen Consumer Inc. LT IDR B+ Affirmed B+
senior secured LT BB Affirmed RR2 BB
Intermediate Dutch
Holdings B.V. LT IDR B+ Affirmed B+
NOBIAN FINANCE: Moody's Rates New EUR525MM Sr. Secured Debt 'B2'
----------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Nobian Finance B.V.'s
(Nobian or the company) proposed EUR525 million backed senior
secured bank credit facility and changed the outlook on Nobian to
stable from positive. Concurrently, Moody's affirmed Nobian's B2
corporate family rating and B2-PD probability of default rating, as
well as the B2 ratings for the backed senior secured bank credit
facilities and backed senior secured notes.
The proposed transaction seeks to refinance the outstanding EUR525
million backed senior secured notes, which mature in July 2026.
RATINGS RATIONALE
The outlook change reflects weaker-than-expected credit metrics,
including a Moody's-adjusted gross leverage of around 6.2x for the
last twelve months ended September 2024, compared to Moody's
previous estimates due to softer-than-expected end-market demand
recovery and a force majeure at its Rotterdam facility. Moody's
forecast Moody's-adjusted EBITDA to be around EUR310 million in
2025, below previous estimates, leading to Moody's-adjusted gross
leverage of around 5.4x. Nonetheless, the company remains solidly
positioned in its B2 rating.
Moody's views the contemplated transaction as credit neutral
because the improved debt maturity profile is offset by higher
interest costs. On a pro-forma basis for the proposed transaction,
Moody's estimates that Moody's-adjusted interest coverage, defined
as EBITDA/interest expense, would decrease by around 0.6x to 2.4x
for the last twelve months ended September 2024, reflective
primarily of a different interest environment the compared to when
the company issued its backed senior secured notes in 2021.
In December 2024, the company signed a so-called "tailor-made
agreement" with the state of the Netherlands and several Dutch
provinces to accelerate to 2030 its carbon reduction targets
through a number of different projects. If all projects proceed,
Nobian would be eligible to receive up to EUR185 million government
funding to partially subsidize the total investment cost of up to
EUR645 million by 2030. The company has not taken any final
investment decisions for the individual projects, has no obligation
to take final investment decision and investments decisions on the
different projects are taken independently. While Moody's
anticipates these projects will enhance Nobian's business profile,
the lack of clarity on the timeline for taking final investment
decisions and corresponding investment costs and related subsidy
cash inflows creates uncertainties around the impact on Nobian's
credit quality.
More generally, Nobian's B2 CFR positively reflects the company's
leading market positions in salt, chlor-alkali products and
chloromethanes in Northwestern Europe; long-standing relationships
and a high level of integration with its key customers; and good
liquidity, supported by its undrawn EUR200 million backed senior
secured revolving credit facility (RCF) and EUR100 million trade
receivable securitization program.
However, the company's geographical concentration in Northwestern
Europe; customer concentration; exposure to volatile energy costs
and caustic soda prices, are credit negative. Event and financial
policy risk due to the private equity ownership, including
potential dividends, continues to weigh on the credit profile.
RATING OUTLOOK
The stable outlook reflects Moody's views that the company will
continue to operate with credit metrics in line with its B2 rating
and maintains a good liquidity profile. Moody's also expect that
the company executes on the proposed transaction.
LIQUIDITY
Nobian's liquidity is good. As of the end of December 2024, the
company had around EUR143 million of cash on balance and access to
an undrawn EUR200 million RCF. In combination with forecast funds
from operations, these sources should be sufficient to cover
capital spending, working capital swings and working cash. The
company also has access to a EUR100m trade receivable
securitization program (undrawn).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade ratings if (1) the company built a track
record and committed to financial policies leading to
Moody's-adjusted debt to EBITDA well below 5.0x on a sustained
basis; (2) improving market conditions for Nobian's key chlorine
and salt customers; (3) Moody's-adjusted FCF/debt would be
consistently in the high single digits (%); and (4) the company
maintains a good liquidity.
Conversely, Nobian's ratings could be downgraded if its (1)
Moody's-adjusted debt/EBITDA increased above 6x on a sustainable
basis; (2) liquidity profile deteriorated, for instance as a result
of sustained negative FCF; (3) or Moody's-adjusted EBITDA interest
coverage declined below 2.0x.
The principal methodology used in these ratings was Chemicals
published in October 2023.
COMPANY PROFILE
Based in the Netherlands, Nobian is a vertically integrated leading
European producer of salt, essential base chemicals, and energy
solutions. The company is owned by the private equity firm The
Carlyle Group (majority shareholder) and GIC Private Limited, a
Singaporean sovereign wealth fund.
NOBIAN HOLDING 2: S&P Gives B Rating to New EUR525MM Term Loan B
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '3' recovery
rating to the proposed EUR525 million term loan B (TLB) to be
issued by Nobian Finance BV, a subsidiary of Netherlands-based
chemical producer Nobian Holding 2 BV (Nobian, B/Stable/--). The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (50%-70%, rounded estimate: 60%) in the event of a
default.
Nobian intends to issue the proposed EUR525 million TLB maturing in
July 2030 to refinance its EUR525 million senior secured notes due
in July 2026, well ahead of schedule. The proceeds will be used to
redeem the outstanding notes and cover related fees and expenses.
This like-for-like refinancing will not affect leverage metrics but
will enhance the company's debt maturity profile. In addition,
Nobian extended the maturity of its existing EUR974 million TLB to
July 2029 in September 2024, strengthening its liquidity profile.
The proposed TLB would rank pari passu with all the group's
existing and future senior secured debt.
S&P's 'B' issuer credit rating on Nobian Holding 2 BV and 'B' issue
ratings and recovery rating of '3' on the EUR974 million TLB due in
July 2029, issued by Nobian Finance BV, are unchanged.
S&P said, "Despite a prolonged downturn in the European chemicals
market, we expect Nobian to generate EUR330 million-EUR340 million
in company-adjusted EBITDA for 2024, demonstrating resilience
through challenging conditions. This translates into S&P Global
Ratings-adjusted EBITDA of EUR301 million-EUR311 million, down from
EUR395 million in 2023 due to higher-than-expected non-recurring
items. We expect the delayed industry recovery to begin gradually
in the second half of 2025, leading to S&P Global Ratings-adjusted
EBITDA to improve to approximately EUR340 million for that year.
Consequently, leverage is expected to peak at 5.6x-5.7x in 2024
before declining to about 5.1x in 2025. However, Nobian maintains
comfortable rating headroom at the 'B' level, well below the 7.0x
downside trigger, supported by strong pricing and margin
flexibility in its salt segment, effective cost management, and
expected cash flow recovery as market conditions improve in the
second half of 2025."
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P rates the EUR974 million TLB due in July 2029 and the new
EUR525 million TLB due in July 2030 issued by Nobian Finance BV
'B', in line with the issuer credit rating. The recovery rating is
'3', indicating its expectation of meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a default.
-- The recovery rating on the first-lien facilities is supported
by limited priority ranking debt and constrained by the large
quantum of pari passu debt.
-- The default year is taken as 2028, based on guidance for a 'B'
rated company.
-- S&P's hypothetical default scenario would stem from increased
competition and a severe global recession leading to tighter
supply-demand dynamics.
-- S&P values the company as a going concern, given its
diversified and resilient position as a provider of commodity
chemicals in the Western European markets.
Simulated default assumptions
-- Year of default: 2028.
-- Jurisdiction: Netherlands.
-- Emergence EBITDA: EUR245.9 million.
-- Maintenance capital expenditure assumed at 6.0% of sales:
EUR106 million.
-- Cyclicality adjustment factor: 10%.
-- Operational adjustment: +5%.
-- Multiple: 5.0x.
Simplified waterfall
-- Gross enterprise value: EUR1.23 billion.
-- Net recovery waterfall value, after 5% administrative expenses:
EUR1.17 billion.
-- Total first-lien debt: EUR1.82 billion*.
-- Recovery prospect: 50%-70%; rounded estimate: 60%.
-- Recovery rating: 3.
*All debt amounts include six months of prepetition interest
accrued and an assumed 85% draw on revolving credit facilities.
PEARL MBS 1: Fitch Affirms B-sf Rating on Class B Notes
-------------------------------------------------------
Fitch Ratings has upgraded PEARL Mortgage Backed Securities 1
B.V.'s (PEARL 1) class S notes and affirmed the others. All notes
have been removed from Under Criteria Observation.
Entity/Debt Rating Prior
----------- ------ -----
PEARL Mortgage Backed
Securities 1 B.V.
Class A XS0265250638 LT AAAsf Affirmed AAAsf
Class B XS0265252253 LT B-sf Affirmed B-sf
Class S XS0715998331 LT AAAsf Upgrade AA+sf
Transaction Summary
PEARL 1 is backed by a portfolio of prime Dutch residential
mortgage loans, made up of 100% NHG-guaranteed mortgage loans and
originated by de Volksbank N.V.
KEY RATING DRIVERS
European RMBS Rating Criteria Updated: The rating actions reflect
the update of Fitch's European RMBS Rating Criteria (see "Fitch
Ratings Updates European RMBS Rating Criteria; Sets FF and HPD
Assumptions" dated 30 October 2024). The analysis also includes
energy performance certificate (EPC) adjustments to the property
values, which are immaterial to this rating analysis.
Good Asset Performance: The underlying portfolio continues to
perform well, with loans in arrears for more than 90 days remaining
low, at 0.17% of the current outstanding balance. The transaction
has not had any foreclosures or realised losses since closing in
September 2006. In addition, the transaction is amortising
sequentially, resulting in increases in credit enhancement (CE) for
the class A and S notes to 28.2% and to 5% from 26% and 4.6%,
respectively.
Call Option Embedded Risk: The transaction has an optional
redemption date on September 2026 and each payment date thereafter.
From this date, the class A and S notes will pay an additional
margin of 20bp while the class B notes will pay an additional
margin of 25bp. The issuer may, from this date, also redeem the
outstanding principal of the class A notes and outstanding
principal less principal deficiency ledger (PDL) for the class S
and B notes. In its cash flow analysis, this feature does not lead
to any shortfalls for the class S notes, while immaterial
shortfalls occur in some scenarios for the class B notes.
Payment-Interruption Risk and Liquidity Availability: The
transaction benefits from a cash advance facility, which reached
its floor of 1% of the initial notes amount as of the restructuring
date in November 2011. While the cash advance facility can be drawn
to cover interest shortfalls on the class A, S and B notes, it can
only be drawn for the class S and B notes if no PDL is recorded on
these notes. Under Fitch's cash flow analysis, the cash advance
facility will always be available for the class S notes due to no
PDL being recorded at its 'AAAsf' rating.
ESG - Exposure to Social Impacts (Positive): The portfolio
comprises 100% of loans that benefit from an NHG guarantee that
provides pay-outs in case of foreclosure when a property's value is
not sufficient to cover the outstanding loan. This limits losses
that could materialise for the transaction in its analysis. Fitch
consequently assumed a portfolio loss floor of 0%, which is below
the Dutch country-specific assumption of 4% at 'AAAsf' for
non-guaranteed mortgages.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Unanticipated increases in the frequency of defaults or decreases
in recovery rates that could produce larger losses than its base
case. Fitch found that a 15% increase in the weighted average
foreclosure frequency (WAFF) and a 15% decrease in the weighted
average recovery rate (WARR) would not affect the class A and S
notes while the class B notes would become unrated
- Insufficient CE ratios to compensate for the credit losses and
cash flow stresses associated with the current ratings, all else
being equal
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Increase in CE ratios as the transaction deleverages that fully
compensates for the credit losses and cashflow stresses
commensurate with higher ratings. Fitch found that a 15% decrease
in the WAFF and a 15% increase in the WARR would lead to an upgrade
of the class B notes to the 'AAsf' category
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's closing. The
subsequent performance of the transaction over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
PEARL 1 has an ESG Relevance Score of '5' [+] for Human Rights,
Community Relations, Access & Affordability due to exposure to NHG
guaranteed loans, which has a positive impact on the credit
profile, and is highly relevant to the rating. Losses are smaller
due to the application of Fitch's 0% floored loss assumptions on
NHG loans, in line to Fitch's criteria, leading to a higher
rating.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
=========
S P A I N
=========
TDA SABADELL 5: Moody's Assigns Ba3 Rating to EUR70MM Cl. B Notes
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
TDA Sabadell RMBS 5, Fondo de Titulizacion:
EUR3,430M Class A Secured Floating Rate Notes due May 2064,
Definitive Rating Assigned Aa3 (sf)
EUR70M Class B Secured Floating Rate Notes due May 2064,
Definitive Rating Assigned Ba3 (sf)
RATINGS RATIONALE
The Notes are backed by a static pool of Spanish residential
mortgage loans originated by Banco de Sabadell, S.A. ("Banco
Sabadell").
The preliminary portfolio of assets amounts to approximately
EUR4,329.9 million as of December 09, 2024, pool cutoff date. At
closing, a definitive portfolio of EUR3,500.0 million will be
randomly selected from the preliminary portfolio. The general
reserve fund will be funded to 5.0% of the total Notes balance at
closing and the total credit enhancement for the Class A Notes will
be 7.0%.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
The transaction benefits from various credit strengths such as: (i)
a granular portfolio of assets and (ii) sequential amortization
coupled with a general reserve fund sized at 5.0% of the total
Notes balance, which covers potential shortfalls in the Class A's
interest and principal during the life of the transaction and
subsequently, once the Class A has fully amortised, covers the
principal and interest of the Class B.
Moody's notes that the transaction features some credit weaknesses
such as: (i) the high degree of linkage to Banco Sabadell acting as
originator, servicer, swap counterparty and issuer account bank,
(ii) the fact that 1.4% of the borrowers are not Spanish residents
and 14.9% of the borrowers are self-employed. Various mitigants
have been included in the transaction structure such as: (i) the
fact that the management company is acting as back-up servicer
facilitator and independent cash manager, (ii) the transfer of
collections to the issuer account within two days, and (iii)
sufficient liquidity support available in the transaction by way of
principal to pay interest and the general reserve. However, Moody's
notes that the available credit enhancement at closing might not be
sufficient to cover the potential incremental loss to senior notes
if the transaction becomes unhedged, hence the ratings assigned to
the Class A Notes are capped at Aa3(sf) at closing.
The transaction is protected by an interest rate swap provided by
Banco Sabadell that generates an excess margin of 50bps (before
senior fees). The SPV will pay the interest actually received from
the loans while Banco Sabadell will pay the weighted average coupon
on the notes plus 50 bps, over a notional equal to the outstanding
amount of performing loans.
Moody's determined the portfolio lifetime expected loss of 2.0% and
MILAN Stressed Loss of 7.0% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss are parameters used by us to calibrate Moody's
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.
Portfolio expected loss of 2.0%: This is lower than the Spanish
RMBS sector average and is based on Moody's assessments of the
lifetime loss expectation for the pool taking into account: (i)
historical performance on mortgage loans originated by Banco
Sabadell to date, as provided by the originator and observed in
previously securitised portfolios; and (ii) benchmarking with
comparable transactions in the Spanish RMBS market.
MILAN Stressed Loss of 7.0%: This is lower than the Spanish RMBS
sector average and follows Moody's assessments of the loan-by-loan
information taking into account the following key drivers: (i)
historical performance on mortgage loans originated by Banco
Sabadell to date, as described above; (ii) the weighted average
current loan-to-value of 73.2% (calculated taking into account the
original full property valuations) in line with the sector average;
and (iii) the average seasoning of 9.4 years.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:
Factors that may cause an upgrade of the ratings of the notes
include (i) significantly better than expected performance of the
pool, (ii) an increase in available credit enhancement of the
Notes, (iii) improvements in the credit quality of the transaction
counterparties and (iv) a decrease in sovereign risk.
Factors that would lead to a downgrade of the ratings include: (i)
an increase in sovereign risk, (ii) performance of the underlying
collateral that is worse than Moody's expected, (iii) deterioration
in the Notes' available credit enhancement, and (iv) deterioration
in the credit quality of the transaction counterparties.
===========
S W E D E N
===========
ASMODEE GROUP: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned French tabletop games publisher and
distributor Asmodee Group AB (Asmodee) a final Long-Term Issuer
Default Rating (IDR) of 'BB-' and its EUR640 million senior secured
notes (SSN) a final 'BB' rating. Both ratings have been removed
from Rating Watch Positive (RWP). The Outlook is Stable. The
Recovery Rating remains at 'RR3'.
The IDR and debt rating are higher than their respective expected
'B+(EXP)' and 'BB-(EXP)' ratings, following the completion of a
EUR400 million capital injection by parent Embracer Group AB and
EUR300 million SSN debt prepayment. The final SSN documentation is
broadly in line with the initial draft.
Asmodee's ratings reflects its meaningfully reduced leverage
post-debt prepayment, as well as its free cash flow
(FCF)-generative business model, and its intellectual property (IP)
capabilities.
Key Rating Drivers
Recapitalisation Completed: Asmodee, which was acquired by Embracer
in March 2022, has been carved out to Embracer's shareholders.
Embracer subsequently issued debt on the carved-out entity to
refinance a bridge facility used to finance an extraordinary
dividend payment. With the completion of the disposal of Easybrain
in January 2025, Embracer has injected EUR400 million of equity in
Asmodee, of which EUR300 million have been used to prepay Asmodee's
SSNs.
Material Deleveraging After Debt Prepayment: The final rating
reflects Asmodee's significantly reduced financial risk following
the repayment of EUR300 million SSNs. The prepayment, which took
place in February 2025, reduced gross debt to about EUR680 million
for financial year ending March 2025. Fitch calculates gross EBITDA
leverage of 3.6x in FY25 and 3.5x in FY26, with a mild reduction
thereafter.
Slow Organic Deleveraging Potential: This reduced indebtedness is
aligned with Asmodee's 'BB-' IDR, given the sector and its business
model. Similarly, fairly strong profit margins result in an EBITDA
interest coverage of about 2.9x, which is set to increase over
4.0x, after the full-year effect of the debt prepayment from FY26
onwards. Its organic cash generation does not indicate a clear
potential for net deleveraging, especially in FY27, when Fitch
anticipates large deferred consideration payments for previous
years' acquisitions.
Financial Policy Central to Rating: The rating is conditional on
Asmodee's commitment to its announced post-listing financial policy
to distribute excess liquidity to shareholders after a net leverage
target of 2.0x, as calculated by the company, is met. Fitch
consequently expects dividend payments to commence in FY26,
averaging EUR30 million a year for the following three years.
However, this amount may reduce if significant M&A activity takes
place. Departure from this stated net leverage target resulting in
a re-leveraging will put Asmodee's ratings under pressure.
Distribution Model Prevails: Asmodee has a creative factory that
develops new IP in board games, although this accounted for a minor
share of FY24 sales. Trading cards, which make up 46% of sales, are
almost entirely distributed but published by third parties. The
remaining sales mainly involve internally published and third-party
published board games. The company faces renewal risk for licenses,
which come with minimum required royalty payments. Asmodee's
expertise in cards and games formats, along with its proven
distribution capabilities, is crucial to retaining licensors.
Concentration on Pokémon: The distribution of Pokémon-related
trading cards represented a meaningful portion of Asmodee's
revenues in FY24, which Fitch expects to continue over the next
four years. Its partnership with the brand, owned and published by
Nintendo Co. Ltd and others, dates back to 2003. It exclusively
distributes Pokémon-related cards and games, primarily in Europe.
These are typically distributed across all channels, with a focus
on independent stores.
Steady EBITDA and FCF Margins: Fitch estimates Asmodee's
Fitch-defined EBITDA margins at just below 15% for FY25, with an
improvement of around 1% by FY28. Profitability is supported by an
efficient cost structure that recovers investments in any new
product launch from the first print run. FCF generation is robust,
due largely to limited capex. It also benefits from a lower
interest burden following the debt prepayment. However, Fitch
expects over EUR10 million in annual cash outflows from working
capital, as growing inventories are essential to fully exploit
sales opportunities during peak seasons.
Strong Access to Independent Stores: Europe accounts for around 70%
of total sales, with France, Germany and the UK being the primary
markets, while the Americas contribute 23%. Sales are almost
equally distributed across mass market, online, and independent
channels, with the latter holding a slight edge. Asmodee has
established strong access to independent stores, catering to
enthusiasts and collectors who are repeat and less price-sensitive
customers.
Weaker Pricing in Online Channels: In contrast, Fitch expects
weaker pricing power in the online and mass market channels. The
dominant presence of Amazon.com, Inc. (AA-/Stable) in online sales,
alongside mass retailers, including supermarkets, places a strong
emphasis on discounted offers.
Moderate Growth in Tabletop: Asmodee's target market in its key
countries is valued at over EUR12 billion. Following accelerated
growth during the pandemic, moderate growth is estimated for 2024
and projected at CAGR of 1% for 2024-2028, driven by volumes and
pricing. Fitch has revised up its growth expectations for FY25.
Asmodee's market share is around 40% in France and the UK, below
20% in Germany, and 6% in the US. Fitch projects almost flat
revenue growth to FY28 after a modest growth in FY25, due to
moderate pricing improvements and softness in certain European
markets.
Derivation Summary
Asmodee's rated peers include multinationals like Hasbro, Inc.
(BBB-/Negative) and Mattel, Inc. (BBB-/Stable), which have larger
scale, stronger and more valuable IP portfolios, and greater
product and geographic diversification.
In the European speculative-grade portfolio, Fitch sees some
comparability with IP content generators in the broader media
sector, such as Mediawan Holdings SAS (B/Stable) and Banijay S.A.S.
(B+/Stable), and in the professional education space with
PeopleCert Wisdom Limited (B+/Stable). While both Mediawan and
Banijay have comparable margins to Asmodee, they have a stronger
foundation in their IP libraries, with Banijay additionally
benefiting from greater scale. PeopleCert has significantly higher
margins but operates on a smaller scale.
Asmodee is also highly comparable with its broader European
consumer product companies in the 'BB' category, such as
Birkenstock Holding plc (BB/Positive), whose rating is supported by
greater scale, higher profitability, and lower leverage, which are
partially offset by its exposure to a single brand developed around
a sandal model. Similar differences are visible between Asmodee and
U US consumer credits Reynolds Consumer Products, Inc. (BB+/Stable)
and Spectrum Brands Holdings, Inc (BB/Stable).
From its highly speculative-grade consumer coverage, Pinnacle Bidco
plc (B-/Stable) and Deuce Midco Limited (B/Stable) have comparable
scale and higher leverage than Asmodee. However, they benefit from
a higher leverage capacity, due to higher margins and a more
recurring, subscription-based revenue model. Stan Holding SAS
(Voodoo, B/RWN) has higher leverage and profitability but operates
on a smaller scale.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Revenue growth of 0.6% in FY25, followed by low single-digit
growth of about 1.1% to FY28
- Fitch-defined EBITDA margin growing to 15.8% by FY28 from 14.8%
in FY25
- Working-capital outflows of EUR10 million-EUR13 million a year
- Capex at 2%-2.5% of sales a year
- Dividends payouts of EUR50 million in FY26 and EUR40 million in
FY28
- Additional bolt-on M&As of EUR5 million per year, in addition to
expected M&A earn-out outflows
- Equity injection from Embracer of EUR400 million in FY25, with a
prepayment of EUR300 million debt completed by February 2025
Recovery Analysis
Fitch rates the senior secured debt of Asmodee at 'BB'', one notch
above the IDR, following its generic approach. The one-notch uplift
reflects the presence of a super senior revolving credit facility
(RCF) of EUR150 million and a lower collateral quality in an
asset-light business model compared with other senior secured
instruments, for which Fitch gives two-notch instrument rating
uplift.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Total debt deteriorating to above 4.5x Fitch-calculated EBITDA,
due to operational challenges or more debt-funded acquisitions
- Deterioration of EBITDA margins to 12% or below, led by a higher
reliance on third-party licenses or weakened product appeal
- FCF margins reducing to moderately positive levels
- EBITDA interest cover remaining below 3.5x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Increase in diversification with a lower reliance on third-party
published content that leads to Fitch-calculated EBITDA at or above
EUR300 million on a sustained basis
- Total debt below 3.5x Fitch-calculated EBITDA on a sustained
basis, including consistency with the stated financial policy and a
conservative stance on debt-funded M&A
- Sustainably higher FCF margins including through a lower reliance
on third-party licenses and consolidation of internally generated
IP
- EBITDA interest cover sustained above 4.5x
Liquidity and Debt Structure
Fitch projects Asmodee to have a strong cash balance of EUR250
million at FYE25. This is supported by projected positive FCF and
EUR100 million additional cash from the equity injection. Asmodee
also has an undrawn EUR150 million RCF.
Post-debt prepayment, Asmodee has EUR320 million outstanding in
floating-rate notes and EUR320 million in fixed rate notes, both
due in 2029, and around EUR7 million in other debt.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Asmodee Group AB LT IDR BB- New Rating B+(EXP)
senior secured LT BB New Rating RR3 BB-(EXP)
===========================
U N I T E D K I N G D O M
===========================
ALICIA JAMES: Begbies Traynor Named as Administrators
-----------------------------------------------------
Alicia James 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-2025-001175, and Stephen Katz and David Birne of Begbies Traynor
(London) LLP were appointed as administrators on Feb. 21, 2025.
Alicia James specialized in the retail sale of watches and
jewellery in specialist stores.
Its registered office is at Pearl Assurance House, 319 Ballards
Lane, London, N12 8LY.
The joint administrators can be reached at:
Stephen Katz
David Birne
Begbies Traynor (London) LLP
Pearl Assurance House
319 Ballards Lane
London N12 8LY
Any person who requires further information may contact:
Rionesa Svarca
Email: et-team@btguk.com
Tel No: 020-8343-5900
COLIN BRISCOE: Leonard Curtis Named as Administrators
-----------------------------------------------------
Colin Briscoe Construction Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2025-000235, and Hilary Pascoe and Andrew Knowles of
Leonard Curtis were appointed as administrators on Feb. 21, 2025.
Colin Briscoe is a civil engineering and building company
undertaking projects across the public and private sector.
Its registered office and principal trading address is at St.George
Court, Winnington Avenue, Northwich, Cheshire, CW8 4EE
The joint administrators can be reached at:
Hilary Pascoe
Andrew Knowles
Leonard Curtis
Riverside House
Irwell Street
Manchester, M3 5EN
For further details, contact:
The Joint Administrators
Tel No: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
Alternative contact: Joe Thompson
FORTUNA CONSUMER 2024-1: DBRS Confirms B(high) Rating on F Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the notes issued
by Fortuna Consumer Loan ABS 2024-1 Designated Activity Company
(the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (high) (sf)
The credit ratings on the Class A and Class B Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date in February 2034. The
credit ratings on the Class C, Class D, Class E, and Class F Notes
address the ultimate payment of interest (timely when most senior)
and the ultimate repayment of principal by the legal final maturity
date.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the January 2025 payment date;
-- Updated probability of default (PD), loss given default (LGD),
and expected loss assumptions for the aggregate collateral pool;
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating levels;
and
-- No revolving termination events have occurred.
The transaction is a securitization backed by a portfolio of
unsecured consumer loans brokered through auxmoney GmbH (auxmoney)
in co-operation with Süd-West-Kreditbank Finanzierung GmbH,
granted to individuals domiciled in Germany and serviced by
CreditConnect GmbH, a fully owned subsidiary of auxmoney. The
transaction closed in February 2024 with an initial collateral
portfolio of EUR 500.0 million. The transaction includes a
revolving period of 12 months, scheduled to end on the February
2025 payment date (included).
PORTFOLIO PERFORMANCE
As of the December 2024 cut-off date, loans that were in dunning
levels 1 and 2 represented 3.1% and 1.1% of the outstanding
collateral balance, respectively, while loans that were in dunning
levels 3 and 4 represented 1.0%. Gross cumulative defaults amounted
to 3.6% of the aggregate portfolio initial balance, 30.0% of which
has been recovered to date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS received updated historical vintage data from the
originator and conducted a loan-by-loan analysis of the remaining
pool of receivables. Morningstar DBRS updated its base case PD
assumption to 11.3% and maintained its LGD assumption at 72.5%.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the rated notes.
As of the January 2025 payment date, credit enhancement to the
Class A, Class B, Class C, Class D, Class E, and Class F Notes was
39.0%, 29.0%, 18.5%, 12.5%, 7.5%, and 5.0%, respectively, unchanged
since Morningstar DBRS' initial credit ratings due to the revolving
period.
The transaction benefits from liquidity support provided by an
amortizing cash reserve, available only if the interest and
principal collections are not sufficient to cover the shortfalls in
senior expenses, interests on the Class A Notes and, if not
deferred, the interest payments on other classes of rated notes.
After the end of the revolving period, it amortizes subject to a
target required amount, which is the higher of 1.7% of the
outstanding balance of the rated notes and the floor level of EUR
3.6 million. As of the January 2025 payment date, the reserve was
at its target balance of EUR 8.1 million.
U.S. Bank Europe DAC acts as the account bank for the transaction.
Based on Morningstar DBRS' private credit rating on the account
bank, the downgrade provisions outlined in the transaction
documents, and structural mitigants inherent in the transaction
structure, Morningstar DBRS considers the risk arising from the
exposure to the account bank to be consistent with the credit
ratings assigned to the notes, as described in Morningstar DBRS'
"Legal and Derivative Criteria for European Structured Finance
Transactions" methodology.
BNP Paribas SA (BNP) acts as the hedging counterparty in the
transaction. Morningstar DBRS' public Long Term Critical
Obligations Rating of AA (high) on BNP is consistent with the First
Rating Threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
HESWAY LIMITED: Begbies Traynor Named as Administrators
-------------------------------------------------------
Hesway Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales, Court Number: CR-2025-179, and Manjit Shoka and Bai Cham of
Begbies Traynor were appointed as administrators on Feb. 20, 20245
Hesway Limited, trading as Chilstone, specialized in
manufacturing.
Its registered office is at Chilstone, Victoria Park, Fordcombe
Road, Tunbridge Wells, TN3 0RD.
The joint administrators can be reached at:
Bai Cham
Manjit Shokar
Begbies Traynor (Central) LLP
Innovation Centre Medway
Maidstone Road, Chatham
Kent, ME5 9FD
Any person who requires further information may contact:
Ben Parsons
Begbies Traynor (Central) LLP
Email: Ben.Parsons@btguk.com
Tel No: 01634-975440
MANCHESTER HYDRAULICS: BK Plus Named as Administrators
------------------------------------------------------
Manchester Hydraulics Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Birmingham Insolvency and Companies List (ChD), No
BHM-000061 of 2025, and Kim Richards and Richard Tonks of BK Plus
Limited were appointed as administrators on Feb. 19, 2025.
Manchester Hydraulics specialized in the repair of machinery.
Its registered office and principal trading address is at Unit 33
Westbrook Road, Trafford Park, Manchester, M17 1AY.
The joint administrators can be reached at:
Kim Richards
Richard Tonks
BK Plus Limited
Azzurri House
Walsall Business Park
Walsall Road, Walsall
West Midlands, WS9 0RB
Tel: 01922 922943
For further information, contact:
Louis Cole
BK Plus Limited
Email: louis.cole@bkplus.co.uk
Tel No: 01922 922050
MANNAREST LIMITED: Kirks Named as Administrators
------------------------------------------------
Mannarest Limited was placed into administration proceedings in The
High Court of Justice Business and Property Courts in Bristol,
Insolvency & Companies List (ChD), Court Number: CR-2024-000114,
and David Gerard Kirk and Daniel Robert Jeeves of Kirks were
appointed as administrators on Jan. 17, 2025.
Mannarest Limited specialized in accommodation.
Its registered office is at 5 Barnfield Crescent, Exeter, Devon,
EX1 1QT.
Its principal trading address is at Dewi Sant Residential Home, 32
Eggbuckland Road, Plymouth, PL3 5HG.
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
PIONEER UK 2: S&P Withdraws 'B-' Issuer Credit Rating
-----------------------------------------------------
S&P Global Ratings withdrew its 'B-' issuer credit rating on global
pharmaceutical contract development and manufacturing organization
Pioneer UK Midco 2 Ltd. (operating as PCI Pharma Services) at the
issuer's request.
At the same time, S&P discontinued its 'B-' issue-level rating and
'3' recovery rating on the company's first-lien credit facility
(comprising a revolving credit facility and a term loan), which was
issued at Packaging Coordinators Midco Inc., following the full
repayment of its outstanding rated debt.
At the time of the withdrawal, S&P's outlook on PCI was stable.
PORTFOLIO PARTNERS: KBL Advisory Named as Administrators
--------------------------------------------------------
Portfolio Partners Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2025-MAN-000180, and Richard Cole and Steve Kenny of KBL
Advisory Limited were appointed as administrators on Feb. 24, 2025.
Portfolio Partners specialized in service activities incidental to
air transportation.
Its registered office and principal trading is at 10 Waltham Court
Milley Lane, Hare Hatch, Berkshire, RG10 9AA.
The joint administrators can be reached at:
Richard Cole
Steve Kenny
KBL Advisory Limited
Stamford House
Northenden Road Sale
Cheshire, M33 2DH
For further information, contact:
The Administators
Email: Jessica.higginson@kbl-advisory.com
Tel No: 0161-637-8100
Alternative contact: Julie Webster
RIPON MORTGAGES: Fitch Assigns 'B-(EXP)sf' Rating on Class X Notes
------------------------------------------------------------------
Fitch Ratings has assigned Ripon Mortgages PLC expected ratings.
Entity/Debt Rating
----------- ------
Ripon Mortgages
PLC
Class A LT AAA(EXP)sf Expected Rating
Class B LT AA+(EXP)sf Expected Rating
Class C LT A+(EXP)sf Expected Rating
Class D LT BBB+(EXP)sf Expected Rating
Class E LT BBB-(EXP)sf Expected Rating
Class F LT BB(EXP)sf Expected Rating
Class R LT NR(EXP)sf Expected Rating
Class X LT B-(EXP)sf Expected Rating
Class Z LT NR(EXP)sf Expected Rating
Transaction Summary
The transaction is a securitisation of UK buy-to-let (BTL) loans
originated by Bradford and Bingley (B&B) and its wholly-owned
subsidiary, Mortgage Express, mainly between 2005 and 2008. The
loans were previously securitised under Ripon Mortgages plc.
KEY RATING DRIVERS
Seasoned Loans, Worsening Performance: Fitch considered the
historical performance of the pool when setting the originator
adjustment. The original Ripon Mortgages transaction benefited from
positive selection through the exclusion of loans in arrears by
more than one month, which resulted in lower arrears and
repossessions than some other BTL legacy portfolios.
Historically, Ripon's performance was consistent with Fitch's BTL
performance indices, but recent performance has declined. As of
November 2024, loans more than three months in arrears accounted
for 5% of the pool balance, up by 1.4% compared with the same
period last year. Taking these factors into consideration, Fitch
has applied a 1.1x originator adjustment to account for the risk of
further portfolio deterioration.
Low Margins, Moderate Affordability: All the loans track the Bank
of England base rate (BBR) with a weighted average (WA) margin of
1.7%, which is typical of pre-crisis interest-only BTL
originations. While the WA margin is low, affordability remains
moderate compared with other BTL legacy portfolios, with a WA
interest coverage ratio at 112% due to B&B's slightly weaker
lending policy. Fitch believes the low WA margin contributes to a
low realised and expected prepayment rate for the pool.
Unhedged Basis Risk: The notes pay daily compounded SONIA, so the
transaction is exposed to basis risk between BBR and SONIA. Fitch
stressed the transaction's cash flows for basis risk, in line with
its criteria. Combined with the low asset margins, this resulted in
limited excess spread in Fitch's cash flow analysis.
Deviation from MIR (Criteria Variation): The collateral performance
may worsen and excess spread is likely to be further depressed in
light of the rise in arrears. In addition, recovery rates (RR) on
repossessed properties have been lower than suggested by the
seasoning on the assets and could persist due to adverse selection.
Fitch assessed the model-implied ratings (MIR) in line with the
standard sensitivity of 15% WARR reduction, which drove its rating
determination. The expected ratings are one to four notches below
the base MIRs for the class B to F notes, which constitutes a
criteria variation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement (CE) available to the
notes.
In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
potential negative rating action depending on the extent of the
decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case FF and RR assumptions. For
example, a 15% WA foreclosure frequency (FF) increase and 15% WARR
decrease would result in downgrades of up to one notch for the
class C to F notes and up to four notches for the class X notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%, implying upgrades of up to one notch for the class B notes,
four notches for the class C notes, six notches for the class D
notes, seven notches for the class E notes and eight notches for
the class F and X notes.
CRITERIA VARIATION
The collateral performance may worsen and excess spread is likely
to be further depressed in light of the rise in arrears. In
addition, RR on repossessed properties have been lower than
suggested by the seasoning on the assets and could persist due to
adverse selection. Fitch assessed the MIRs in line with the
standard sensitivity of 15% WARR reduction, which drove its rating
determination. The expected ratings are one to four notches below
the base MIRs for the class B to F notes, which constitutes a
criteria variation.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by PricewaterhouseCoopers. The third-party due diligence
described in Form 15E focused on evaluating the validity of certain
characteristics of the loan pool related to the issuance of the
notes by the issuer. Fitch considered this information in its
analysis and it did not have an effect on Fitch's analysis or
conclusions.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
TECHNICOLOR CREATIVE: Interpath Ltd Named as Administrators
-----------------------------------------------------------
Technicolor Creative Studios UK Limited was placed into
administration proceedings in the High Court of Justice, Business
and Property Courts of England and Wales, Insolvency and Companies
List (ChD), No CR-2025-001209, and Nicholas Holloway and David John
Pike of Interpath Ltd. were appointed as administrators on Feb. 24,
2025.
Technicolor Creative specialized in motion picture production
activities.
Its registered office is c/o Interpath Ltd, at 10 Fleet Place,
London, EC4M 7RB.
Its principal trading address is at 16 Great Queen Street, Covent
Garden, London, WC2B 5AH.
The joint administrators can be reached at:
Nicholas Holloway
David John Pike
Interpath Ltd
Fleet Place
London EC4M 7RB
For further details, contact: TechnicolorUK@interpath.com
TJ BOOKS: KR8 Advisory & Opus Restructuring Named as Administrators
-------------------------------------------------------------------
TJ Books Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts in Leeds Court
Number: CR-2025-LDS-000177, and James Saunders of KR8 Advisory
Limited and Gareth Wilcox of Opus Restructuring were appointed as
administrators on Feb. 21, 2025.
TJ Books, fka TJ International Ltd, specialized in printing.
Its registered office is at Trecerus Industrial Estate, Padstow,
PL28 8RW and it is in the process of being changed to The Lexicon,
at 10-12 Mount Street, Manchester, M2 5NT.
Its principal trading address is at Trecerus Industrial Estate,
Padstow, PL28 8RW.
The joint administrators can be reached at:
James Saunders
KR8 Advisory Limited
The Lexicon
10 - 12 Mount Street
Manchester, M2 5NT
-- and --
Gareth Wilcox
Opus Restructuring LLP
Cornwall Buildings
45 Newhall Street
Birmingham, B3 3QR
For further details, please contact:
Alison Broeders
Email: Alison.Broeders@kr8.co.uk
Tel No: 023-8212-7900
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S U B S C R I P T I O N I N F O R M A T I O N
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