/raid1/www/Hosts/bankrupt/TCREUR_Public/250321.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
Friday, March 21, 2025, Vol. 26, No. 58
Headlines
F R A N C E
COLISEE GROUP: S&P Cuts ICR to 'CCC-' on Likely Distressed Exchange
VALLOUREC SA: S&P Alters Outlook to Positive, Affirms 'BB+' LT ICR
I R E L A N D
ARES EUROPEAN XXI: S&P Assigns B- (sf) Rating to Class F Notes
CARLYLE EURO 2018-1: S&P Affirms 'B- (sf)' Rating to Class E Notes
CONTEGO CLO V: S&P Assigns B- (sf) Rating to Class F-R Notes
CVC CORDATUS XXIX: S&P Cuts Class F-1 Notes Rating to 'B- (sf)'
LANSDOWNE MORTGAGE 1: S&P Cuts Class A2 Notes Rating to 'B- (sf)'
SIGNAL HARMONIC IV: S&P Assigns B- (sf) Rating to Class F Notes
TAURUS 2025-1: DBRS Finalizes BB Rating on Class E Notes
R U S S I A
ASAKABANK JSC: S&P Affirms 'BB-/B' ICRs on Capital Injection
S W I T Z E R L A N D
BREITLING SA: S&P Alters Outlook to Negative, Affirms 'B' LT ICR
U N I T E D K I N G D O M
B&M EUROPEAN: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
C-PLAN TELECOMMUNICATIONS: FRP Advisory Named as Administrators
CAMBRIDGE CARRIER: Quantuma Advisory Named as Administrators
CAMM & HOOPER WATERLOO: Quantuma Advisory Named as Administrators
IN THE STYLE: FTS Recovery Named as Administrators
MARITIME STREET: Johnston Carmichael Named as Administrators
ORIFLAME INVESTMENT: S&P Cuts ICR to 'CC' on Debt Recapitalization
UNITED AUTHORS: Opus Restructuring Named as Joint Administrators
X X X X X X X X
[] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures
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F R A N C E
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COLISEE GROUP: S&P Cuts ICR to 'CCC-' on Likely Distressed Exchange
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S&P Global Ratings lowered its issuer credit rating to 'CCC-' from
'B-' and its issue-level rating on France-based nursing homes
operator Colisee Group's term loan B (TLB) due in 2027 to 'CCC-'
from 'B-'. The recovery rating remains '3' for the TLB, indicating
its expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.
The negative outlook indicates that S&P will lower its ratings on
the company and its TLB to 'SD' (selective default) or 'D'
(default) upon the completion of the interest deferral request.
S&P said, "The 'CCC-' rating reflects our view that we have the
certainty that within the six months the company will enter a
distressed exchange situation, which under our criteria we consider
tantamount to a default. Under the terms of the request made by the
company, we believe existing lenders will receive less value than
promised when the original debt was issued. However, without it, we
think there is a realistic possibility of a conventional default on
the TLB in the next six months. Our view reflects Colisee's
inability to timely reap the benefit of its turnaround plan, which
should have enhanced the company's cash flow profile. Our latest
base case, notably regarding its asset disposal plans, resulted in
our assigning a negative outlook in Dec. 20, 2024."
This interest payment deferral will enable the company to gain some
time to finalize some asset disposals to strengthen its liquidity
position over the next several months If the request is formally
accepted and the transaction is successful, S&P will view this
event as a distressed exchange, paving the way for a potential
holistic review of the capital structure.
S&P said, "The negative outlook indicates that we could lower our
ratings on Colisee if it pursues a distressed exchange within the
next six months or is unable to pay its financial obligations.
"We could lower our rating to 'SD' or 'D' if Colisee pursues a
transaction that we consider tantamount to a default, including an
effective interest payment deferral that we would consider as a
distressed exchange.
"We could raise the rating if Colisee successfully pays down its
interest coming due on April 11 without its lenders consenting to
an interest deferral in a manner we don't view as distressed."
VALLOUREC SA: S&P Alters Outlook to Positive, Affirms 'BB+' LT ICR
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S&P Global Ratings revised the outlook on Vallourec S.A. to
positive, reflecting increasing resilience of the business model,
as the multi-year transformation plan comes to an end.
S&P said, "We affirmed our 'BB+' long-term issuer credit rating and
our 'B' short-term issuer credit rating on Vallourec. We also
affirmed our 'BB+' issue rating on Vallourec's senior unsecured
notes, in line with the issuer credit rating.
"The change in outlook is mainly driven by our view that
Vallourec's business is becoming more robust and more immune to
downturns on the back of improvement in margins and an increasingly
flexible cost structure. Despite softening market conditions in
the U.S., the company's EBITDA margin reached 21% in 2024 (compared
with 23% in 2023 when market conditions were at their peak). This
demonstrated the company's ability to sustain margins, even in a
less favorable environment, thanks to the operational efficiencies
and cost discipline realized over the last few years. Before the
company's restructuring programs took full effect EBITDA margins
were about 15% in 2021-2022, highlighting the progress made to
catch up with peers--including Tenaris S.A. whose margins were
25%-30% in the last couple of years. This was pivotal in
maintaining EBITDA above EUR800 million and generating material
positive cash flows, while spot price on oil country tubular goods
(OCTG) and demand in the main U.S. market declined sharply year on
year. In our view, this shows that Vallourec is becoming more
resilient to adverse conditions as it completes its transformation
plan. We think that there is the potential to further enhance
operational capabilities and cost efficiencies (including in
Brazil) and divest noncore assets, this could support a better
business risk profile assessment and support a potential upgrade.
"Despite some macro uncertainty, we anticipate that Vallourec's
solid position in the premium OCTG global market supports 2025-2026
EBITDA to continue to be above EUR800 million. The company's
activity is well diversified across the globe with tubes EBITDA
being roughly equally split across the three main production
regions (i.e., North America, South America, and the rest of the
World) in 2024, while it was heavily weighted toward North America
in 2022 (89%). This makes Vallourec more agile and diversified to
focus on more profitable contracts. We think that Vallourec's
leading position in premium OCTG should enable it to seize contract
opportunities in dynamic regions such as the Middle East, Brazil,
and the U.S. We do not view the effect of potential increased
tariffs in the U.S. as negative as the company's products sold in
the U.S. are mainly manufactured domestically, this could create
some opportunities in the form of rising prices for seamless
products. In the next couple of years, we assume relative stable
volume sold and increasing OCTG intensity per well to drive profits
in the tube division, while increasing demand for high quality iron
ore should mitigate somewhat declining prices in the mine and
forest segment.
Therefore, the company achieved its net debt zero target (excluding
leases) ahead of time paving the way for sustained strong credit
measures. Earlier in 2025, the company announced this milestone
which we were only expecting by the end of 2025. This is thanks to
favorable working capital dynamics, linked to declining activity
and sizable divestments (including the sale of Dusseldorf-Rath site
in Germany for EUR155 million). This creates some more headroom on
the current rating and will enable the company to start
distributing dividends in 2025, in line with its financial
policies. We see a strong probability that the company will
maintain this zero net debt position in the next years while using
its cash for further growth opportunities or gross debt reduction.
The company had more than EUR1 billion of cash in its balance sheet
as of end-2024, which is very comfortable and drives its strong
liquidity position. Although the financial performance is not seen
as a key rating driver for an upgrade, this is a supportive factor
and provides the company with flexibility to invest in future
growth capital expenditure (capex). In our adjusted figures, we
focus on gross debt (excluding the netting of about EUR200 million
corresponding to the PGE loan which we anticipate the company will
repay by 2027 at the latest using existing cash). We expect
adjusted debt to EBITDA to be about 0.2x in 2024 on a net basis
while it should be about 1.7x on a gross debt basis."
The positive outlook reflects the building of a cash generative,
cycle-proof business model resulting in one in three chances for an
upgrade in the coming 12 months if the company continues to
strengthen its business profile.
S&P said, "Under our base-case scenario, we expect Vallourec's
reported EBITDA to be EUR800 million-EUR900 million in 2025, with
free operating cash flow of more than EUR400 million (excluding
working capital). We view S&P Global Ratings-adjusted debt to
EBITDA (gross, excluding all cash) of below 1.5x to be commensurate
with the 'BB+' rating."
S&P sees the possibility of changing the outlook to stable as
remote in the coming 12 months. However, this could be the case
if:
-- Demand or price for the company's product fell substantially,
or it encountered operational issues, causing the S&P Global
Ratings-adjusted EBITDA to fall close to EUR700 million in 2025
with no prospect of rapid recovery; or
-- The company deviated from its financial policy, notably
distributions, following a material merger or acquisition or a
change in ownership.
S&P sees potential for an upgrade in the coming 12 months if it
thinks that Vallourec can achieve over-the-cycle EBITDA of at least
EUR750 million while maintaining adjusted debt to EBITDA (gross,
excluding all cash) below 1.5x through the cycle. Supportive
factors would include a sustained EBITDA margin above 20% and the
company's ability to maintain a strong performance in international
markets (the Middle East and North Sea).
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I R E L A N D
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ARES EUROPEAN XXI: S&P Assigns B- (sf) Rating to Class F Notes
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S&P Global Ratings assigned its credit ratings to Ares European CLO
XXI DAC's class A Loan and class A, B, C, D, E, and F European cash
flow CLO notes. At closing, the issuer also issued unrated
subordinated notes.
Under the transaction documents, the rated notes and loan will pay
quarterly interest unless a frequency switch event occurs.
Following this, the notes and loan will switch to semiannual
payments. This transaction has a 1.50-year noncall period and the
portfolio's reinvestment period will end approximately 4.58 years
after closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,864.62
Default rate dispersion 423.59
Weighted-average life (years) 4.37
Weighted-average life (years)
including reinvestment period 4.57
Obligor diversity measure 158.95
Industry diversity measure 23.33
Regional diversity measure 1.15
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 37.11
Target weighted-average spread (net of floors; %) 3.89
Target weighted-average coupon (%) 3.63
Rating rationale
At closing, the portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.
S&P said, "In our cash flow analysis, we used the EUR425 million
target par amount, the covenanted weighted-average spread (3.75%),
the covenanted weighted-average coupon (3.63%), and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all rating levels except for 'AAA', where we have 1%
cushion on the target weighted-average recovery rate. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.
"At closing, the transaction's documented counterparty replacement
and remedy mechanisms adequately mitigate its exposure to
counterparty risk under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote. The issuer is a special-purpose entity that meets our
criteria for bankruptcy remoteness.
"Until the end of the reinvestment period on Oct. 15, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes and loan. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to F notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will enter its reinvestment phase from closing,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on these notes.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class A Loan and class A, B, C, D, E, and F notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A Loan and
class A, B, C, D, and E notes based on four hypothetical scenarios.
"As our ratings analysis includes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and is managed by Ares Management Ltd.
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) Interest rate§ enhancement (%)
A AAA (sf) 239.50 3mE + 1.22% 38.00
A Loan AAA (sf) 24.00 3mE + 1.22% 38.00
B AA (sf) 46.75 3mE + 1.70% 27.00
C A (sf) 25.50 3mE + 1.95% 21.00
D BBB- (sf) 29.75 3mE + 2.70% 14.00
E BB- (sf) 19.13 3mE + 4.75% 9.50
F B- (sf) 12.75 3mE + 7.74% 6.50
Sub notes NR 32.60 N/A N/A
*The ratings assigned to the class A Loan and class A and B notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C, D, E, and F notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
3mE--Three-month Euro Interbank Offered Rate (EURIBOR).
NR--Not rated.
N/A--Not applicable.
CARLYLE EURO 2018-1: S&P Affirms 'B- (sf)' Rating to Class E Notes
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S&P Global Ratings raised its credit ratings on Carlyle Euro CLO
2018-1 DAC's class A-2A and A-2B notes to 'AAA (sf)' from 'AA+
(sf)', class B notes to 'AAA (sf)' from 'A+ (sf)', class C notes to
'AA (sf)' from 'BBB+ (sf)', and class D notes to 'BB+ (sf)' from
'BB (sf)'. At the same time, S&P affirmed its 'B- (sf)' rating on
the class E notes.
Carlyle Euro CLO 2018-1 is a cash flow CLO transaction that
securitizes leverage loans and is managed by CELF Advisors LLP.
The rating actions follow the application of S&P's relevant
criteria and its credit and cash flow analysis of the transaction
based on the January 2025 trustee payment report.
Since S&P's previous rating actions in March 2024:
-- The pool's credit quality has deteriorated in terms of both
S&P's default and recovery assumptions.
-- The portfolio's weighted-average life has decreased to 3.01
years from 3.22 years.
-- The percentage of 'CCC' rated assets has decreased to 4.10%
from 5.71%.
Table 1
Transaction key metrics
As of February 2025
(based on Jan 2025 As of March 2024
trustee report) (previous review)
SPWARF 3,005.18 2,773.85
Default rate dispersion 599.90 668.66
Weighted-average life (years) 3.01 3.22
Obligor diversity measure 60.26 94.86
Industry diversity measure 15.67 20.86
Regional diversity measure 1.23 1.32
Total collateral amount (mil. EUR)* 155.30 344.90
Defaulted assets (mil. EUR) 0.00 6.64
Number of performing obligors 68 120
Portfolio weighted-average rating B B
'AAA' SDR (%) 61.58 55.37
'AAA' WARR (%) 35.62 36.56
*Performing assets plus cash and expected recoveries on defaulted
assets.
SPWARF--S&P Global Ratings' weighted-average rating factor.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.
On the cash flow side:
-- The reinvestment period ended in October 2022.
-- The class A-1 notes have been fully redeemed while the class
A-2A and A-2B notes have deleveraged by almost EUR2.1 and EUR1.7
million since then.
-- All coverage tests are passing as of the latest January 2025
trustee payment report.
Table 2
Credit analysis results
Credit enhancement
as of February 2025 Credit enhancement
Current amount (%; based on Jan 2025 as of March 2024
Class (mil. EUR) trustee report) (%; previous review)
A-2A 34.66 61.17 29.65
A-2B 28.29 61.17 29.65
B 28.50 43.59 21.39
C 22.50 29.71 14.87
D 22.10 16.07 8.46
E 12.75 8.21 4.76
Sub 45.80 N/A N/A
Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.
S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics. Nevertheless, due
to the CLO entering its amortization phase, it has become more
concentrated since our previous review. Hence, we have performed
additional scenario analysis by applying a spread and recovery
compression analysis.
"Considering the senior notes' continued deleveraging--which has
increased available credit enhancement--we raised our ratings on
the class A-2A, A-2B, B, C, and D notes. These tranches' available
credit enhancement is now commensurate with higher stress levels
and sufficient to mitigate the effect of the increased scenario
default rates (SDRs). At the same time, we affirmed our rating on
the class E notes.
"Our credit and cash flow analysis indicated that the available
credit enhancement for the class D notes could withstand stresses
commensurate with a higher rating level than that assigned (without
considering the abovementioned additional sensitivity analysis).
"However, the transaction has amortized since the end of the
reinvestment period in 2022. Therefore, our rating actions consider
concentration risk and the effect this may have on the
weighted-average life, spread, and recovery generated on the
portfolio. An increasing weighted-average life may delay the
repayment of the liabilities, and may therefore prolong the note
repayment profile for most senior classes.
"We have also considered the level of cushion between our
break-even default rate (BDR) and SDR for these notes at their
passing rating levels, as well as the current macroeconomic
conditions and this tranche's relative seniority.
"Considering these factors, we limited our upgrade of the class D
notes below our standard analysis passing levels and raised our
rating by one notch.
"For the class E notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class E notes reflects several key
factors, including:
-- The class E notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated BDR at the 'B-' rating level of 21.56%
(for a portfolio with a weighted-average life of 3.10 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 3.10 years, which would result in a target default rate
of 9.61%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
-- Following this analysis, S&P considers that the available
credit enhancement for the class E notes is commensurate with the
affirmed 'B- (sf)' rating.
-- Counterparty, operational, and legal risks are adequately
mitigated in line with S&P's criteria.
-- Following the application of S&P's structured finance sovereign
risk criteria, S&P considers the transaction's exposure to country
risk to be limited at the assigned ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in its criteria.
Carlyle Euro CLO 2018-1 is a European cash flow CLO transaction
that securitizes loans granted to primarily speculative-grade
corporate firms. The transaction is managed by CELF Advisors LLP.
CONTEGO CLO V: S&P Assigns B- (sf) Rating to Class F-R Notes
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S&P Global Ratings assigned its credit ratings to Contego CLO V
DAC's class A Loan, and class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes. The original transaction has EUR39.40 million of
subordinated notes outstanding and, at closing, issued an
additional EUR29.072 million of subordinated notes.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date.
The ratings assigned to the reset notes and loan reflect S&P's
assessment of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated loan and notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,923.31
Default rate dispersion 515.26
Weighted-average life (years) 4.08
Weighted-average life extended to cover
the length of the reinvestment period (years) 4.49
Obligor diversity measure 131.06
Industry diversity measure 21.19
Regional diversity measure 1.30
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.50
Covenanted 'AAA' weighted-average recovery (%) 35.85
Actual weighted-average spread (%) 3.89
Actual weighted-average coupon (%) 3.93
Rating rationale
Under the transaction documents, the rated loan and notes pay
quarterly interest unless a frequency switch event occurs.
Following this, the loan and notes will switch to semiannual
payments. The portfolio's reinvestment period will end
approximately four and a half years after closing.
S&P said, "The closing portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR500 million target par
amount, the covenanted weighted-average spread (3.70%), and the
covenanted weighted-average recovery rates calculated in line with
our CLO criteria for all the rating levels. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"Until the end of the reinvestment period on Sept. 15, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the loan and the notes. This test looks
at the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework are bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to D-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our assigned ratings.
"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated BDR at the 'B-' rating level of 26.64%
(for a portfolio with a weighted-average life of 4.5 years), versus
if it was to consider a long-term sustainable default rate of 3.1%
for 4.5 years, which would result in a target default rate of
13.95%.
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
-- Taking the above factors into account and following S&P's
analysis of the credit, cash flow, counterparty, operational, and
legal risks, it believes that the assigned ratings are commensurate
with the available credit enhancement for all the rated classes of
notes and the loan.
S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class
A-Loan and A-R to E-R notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Contego CLO V DAC is a cash flow CLO securitizing a portfolio of
primarily European senior secured leveraged loans and bonds. The
transaction is managed by Five Arrows Managers LLP.
Ratings list
Amount Credit
Class Rating* (mil. EUR) Interest rate(%)§ enhancement (%)
A-R AAA (sf) 260.00 3mE + 1.20 38.00
A Loan AAA (sf) 50.00 3mE + 1.20 38.00
B-1-R AA (sf) 45.00 3mE + 1.70 27.00
B-2-R AA (sf) 10.00 4.45 27.00
C-R A (sf) 30.00 3mE + 2.15 21.00
D-R BBB- (sf) 35.00 3mE + 3.10 14.00
E-R BB- (sf) 22.50 3mE + 5.00 9.50
F-R B- (sf) 15.00 3mE + 8.50 6.50
Sub NR 68.472 N/A N/A
*The ratings assigned to the class A Loan and class A-R, B-1-R, and
B-2-R notes address timely interest and ultimate principal
payments. The ratings assigned to the class C-R, D-R, E-R, and F-R
notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate (EURIBOR).
CVC CORDATUS XXIX: S&P Cuts Class F-1 Notes Rating to 'B- (sf)'
---------------------------------------------------------------
S&P Global Ratings lowered its credit rating to 'B- (sf)' from 'B+
(sf)' on CVC Cordatus Loan Fund XXIX DAC's class F-1 notes. At the
same time, S&P affirmed its 'AAA (sf)' ratings on the class A-1 and
A-2 notes, 'AA (sf)' rating on the class B notes, 'A (sf)' rating
on the class C notes, 'BBB- (sf)' rating on the class D notes, 'BB-
(sf)' rating on the class E notes, and 'B- (sf)' rating on the
class F-2 notes.
The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds. It is managed by CVC Credit Partners
Investment Management. Its reinvestment period will end in May
2028.
The rating actions follow the application of its relevant criteria
and its credit and cash flow analysis of the transaction, based on
the February 2025 trustee report.
Since closing in November 2023, the transaction has been negatively
affected by:
-- The default of Altice France S.A., which reduced our credit
enhancement assumptions for all rated notes;
-- A decrease in the portfolio's weighted-average spread as
reported by the trustee, to 4.06% from 4.43%;
-- A reduction in the portfolio's weighted-average life to 4.33
years from 4.64 years, which has had a negative effect on the
amount of excess spread available to the junior notes; and
-- A fall in weighted-average recoveries for all rating
scenarios.
-- Nevertheless, the portfolio's credit quality has remained
relatively stable, and the lower weighted-average life has
decreased scenario default rates (SDRs) at all rating levels.
Table 1
Liabilities key metrics
Current amount Current credit Credit enhancement
Class (mil. EUR) enhancement (%)* at closing (%)
A-1 221.25 40.72 41.00
A-2 10.00 38.04 38.33
B 46.25 25.65 26.00
C 21.25 19.96 20.33
D 23.75 13.59 14.00
E 17.20 8.99 9.41
F-1 5.80 7.43 7.87
F-2 5.20 6.04 6.48
Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [Performing balance +
cash balance + recovery on defaulted obligations (if any)]. *Based
on the portfolio composition as reported by the trustee in February
2025.
Table 2
Assets key metrics
As of March 2024* At closing
'CCC' assets (%) 4.6 0.5
SPWARF 2,920 2,904
Default rate dispersion (%) 571 498
Weighted-average life (years) 4.33 4.64
Obligor diversity measure 117 110
Industry diversity measure 21.72 21.43
Regional diversity measure 1.15 1.26
Total collateral amount (mil. EUR)§ 373.24 375.00
Defaulted assets (mil. EUR) 2.97 0.00
Number of performing obligors 146 127
'AAA' SDR (%) 62.96 64.47
'AAA' WARR (%) 36.19 36.70
*Based on the portfolio composition in the February 2025 trustee
report.
§Performing assets plus cash and expected recoveries on defaulted
assets.
SPWARF--S&P Global Ratings' weighted-average rating factor.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.
S&P said, "Our credit and cash flow analysis shows that the class
A-1, A-2, and D notes can still withstand the stresses we apply at
the assigned ratings. We therefore affirmed our ratings on these
notes.
"Our credit and cash flow analysis indicates that the class B and C
notes could withstand stresses commensurate with higher ratings
than those assigned. However, considering the CLO is still in its
reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we view the ratings as commensurate with
their current levels.
"Our model results indicate that the credit enhancement for the
class E notes is no longer commensurate with their current rating.
We have however considered the small magnitude of the failure at
their current 'BB-' rating level, the asset portfolio's stable
performance, the limited amount of defaults (0.8% of the total
collateral), the limited amount of assets rated in the 'CCC'
category (4.6% of the total collateral), and the healthy coverage
ratios. Considering all of these factors, we affirmed our 'BB-
(sf)' rating on the class E notes.
"Our credit and cash flow analysis for the class F-1 and F-2 notes
indicates a negative cushion between their break-even default rates
and SDRs in a 'B-' scenario."
In line with S&P's 'CCC' rating criteria, it has considered:
-- Their respective BDRs being higher than a steady-state default
rate of 13.42% (i.e. 3.1% x 4.33 years, 3.1% being S&P's long-term
observed default rate).
-- Whether the tranches are vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance of these tranches defaulting.
-- If S&P envisions these tranches defaulting in the next 12-18
months.
S&P said, "Following the application of our 'CCC' criteria, we
lowered the rating on the class F-1 notes to 'B- (sf)' from 'B+
(sf)' and affirmed our 'B- (sf)' rating on the class F-2 notes.
"We consider the transaction's exposure to country risk to be
limited at the current rating levels, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria."
LANSDOWNE MORTGAGE 1: S&P Cuts Class A2 Notes Rating to 'B- (sf)'
-----------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Lansdowne Mortgage
Securities No. 1 PLC's (Lansdowne No. 1) class A2 notes to 'B-
(sf)' from 'B+ (sf)', class M1 and M2 notes to 'CCC (sf)' from
'CCC+ (sf)', and class B1 and B2 notes to 'CCC- (sf)' from 'CCC
(sf)'. S&P also lowered its rating on Lansdowne Mortgage Securities
No. 2 PLC's (Lansdowne No. 2) class A2 notes to 'B- (sf)' from 'B+
(sf)'. At the same time, S&P affirmed its 'CCC (sf)' ratings on the
class M1 and M2 notes and its 'CCC- (sf)' rating on the class B
notes.
S&P said, "The rating actions reflect our full analysis of the most
recent information that we have received and each transaction's
structural features.
"In both transactions, arrears performance has deteriorated since
our previous review. Long-term arrears levels have remained high
for several years and there have been limited recoveries from these
loans."
There have been material and consistent draws on both transactions'
general reserves in recent quarters, with slightly more than 50%
remaining in both as per the December 2024 investor reports.
The deteriorating performance is a result of the increasing amounts
due on the floating-rate notes versus amounts received on the
assets and the elevated levels of transaction fees. The draws on
the reserves predominantly stem from these factors and are not due
to losses on the collateral.
Fees in both transactions have been generally increasing and
represent a large percentage of overall revenue in each quarter. In
particular, mortgage administrator fees have fluctuated
significantly each payment date for the past two years, which may
result in liquidity risks.
Mars Capital Finance Ireland DAC, the servicer, has explained that
portfolio expense recharges have increased. These include costs
related to litigation, receivership, property management, deeds
management, and payment processing.
The pool factors for Lansdowne No. 1 and No. 2 are 9.8% and 14.8%,
respectively. These relatively small pool factors make the recent
increases in fees have a greater effect, and create liquidity risk
in both transactions. Although the class A credit enhancement in
both transactions is high, the elevated fees create liquidity risk
for these notes. All other classes of notes display a greater risk
of interest shortfalls. S&P considered this in its credit
analysis.
Mars Capital Finance Ireland took over servicing for both
portfolios from Start Mortgages DAC on May 31, 2024, following the
latter's exit from the Irish market. All servicing agreements were
unchanged as part of this wider migration, which was successfully
conducted on various other Irish portfolios that S&P rates. The
servicing strategy of these loans to date has not recovered a
material number of properties given the proportion of loans that
are in long-term arrears. There have been eight sold repossessions
since 2020 in Lansdowne No. 1 and 17 in Lansdowne No. 2 in the same
period. The future servicing of the assets in long-term arrears
will have a material effect on how long it will take for the class
A2 notes to be paid on both transactions.
S&P said, "After applying our global RMBS criteria, our credit
coverage has increased across all rating categories in both
transactions since our previous review. For the lower rating
categories, the higher arrears--specifically 90+ days arrears--have
materially raised the weighted-average foreclosure frequency.
"On Jan. 20, 2025, we updated our under- and overvaluation
assessments for European residential real estate markets, which
resulted in improved weighted-average loss severity at all rating
categories in both transactions."
Credit analysis results: Lansdowne No. 1
Rating level WAFF (%) WALS (%)
AAA 42.56 6.92
AA 33.08 5.58
A 27.96 3.73
BBB 22.42 3.06
BB 16.66 2.64
B 15.50 2.25
WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.
Credit analysis results: Lansdowne No. 2
Rating level WAFF (%) WALS (%)
AAA 49.23 12.43
AA 39.18 10.18
A 33.49 6.32
BBB 26.66 4.72
BB 19.32 3.79
B 17.86 3.07
WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.
S&P said, "The above results reflect valuations that incorporate a
haircut of 15%, which we applied as the collateral is legacy in
nature and the quality of the valuations may have been of lower
standard when compared with more recent valuations. This is in line
with our approach for other legacy collateral transactions.
"The observed loss severity for the life of these transactions as
per the investor reports is 70% for Lansdowne No. 1 and 73% for
Lansdowne No. 2. Most of these losses were seen early in the
transactions' tenure, when loan-to-value (LTV) ratios in this
collateral were much higher. Although there are fewer properties
being repossessed in recent periods, we expect a much lower loss
severity given the current LTV ratios of these loans (40.0% for
Lansdowne No. 1 and 48.2% for Lansdowne No. 2).
"We consider that both transactions remain vulnerable to additional
stresses to some key variables, in particular defaults and loss
severity, to determine our forward-looking view. In our view, the
ability of the borrowers to repay their mortgage loans will be
highly correlated to macroeconomic conditions, particularly the
unemployment rate, consumer price inflation, and interest rates.
"Policy interest rates in the eurozone may have peaked--the
European Central Bank began cutting rates in the summer of 2024.
Our unemployment rate estimates for Ireland in 2023 and forecasts
for 2024 and 2025 are 4.3%, 4.1%, and 4.0%, respectively. Most of
the borrowers in these transactions pay variable interest rates,
which have seen higher rates and inflation effects over the last 24
months and may have exhausted savings to keep up with everyday
payments. We have considered this in both our credit and cash flow
analyses.
"In our view, eurozone inflation peaked in 2022 at 8.4%. Continued
high inflation estimates in 2024 and forecasts for 2025 are
subsiding at 2.3% and 2.1%, respectively. If inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge. We consider the borrowers in these transactions
to have been originated as prime but have seen performance
deterioration and as such they will generally have lower resilience
to economic pressures than prime borrowers."
Furthermore, a decline in house prices typically decreases the
level of realized recoveries. For Ireland in 2024, house prices
increased by 9.5%, higher than European-wide levels and observed
inflation.
A general housing market downturn may delay recoveries. S&P has
also run extended recovery timings to understand the transaction's
sensitivity to liquidity risk.
In S&P's cash flow analysis, none of the notes in either
transaction passed its 'B' rating level standard cash flow
stresses.
S&P said, "We therefore applied our 'CCC' criteria to assess for
all classes of notes if either a 'B-' rating or a rating in the
'CCC' category would be appropriate. We considered key variables,
including repossession trends, the high levels of 90+ days arrears,
increasing fees, and the transactions' structural features. We do
not consider the class A2 notes in each transaction to be dependent
upon favorable business, financial, and economic conditions,
whereas we do for all other classes of notes.
"For Lansdowne No. 1, we lowered our ratings on the class A2, M1,
M2, B1, and B2 notes. For Lansdowne No. 2, we lowered our rating on
the class A2 notes and affirmed our ratings on the class M1, M2,
and B notes. In addition to the key variables outlined above, for
each transaction we also considered the respective tranche's
relative seniority in the capital structure."
Barclays Bank Ireland PLC replaced Allied Irish Bank as the issuer
account bank when Mars Capital Finance assumed its role as
servicer. There have been no changes to the transactions as a
result of this.
Lansdowne No. 1 and Lansdowne No. 2 are Irish nonconforming RMBS
transactions, with loans originated by Start Mortgages. Both
transactions closed in 2006.
SIGNAL HARMONIC IV: S&P Assigns B- (sf) Rating to Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Signal Harmonic
CLO IV DAC's class A, B, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.
The ratings assigned to Signal Harmonic CLO IV DAC notes reflect
S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which is in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,8178.88
Default rate dispersion 557.77
Weighted-average life (years) 5.23
Obligor diversity measure 101.89
Industry diversity measure 20.79
Regional diversity measure 1.18
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.20
Target 'AAA' weighted-average recovery (%) 38.50
Actual 'AAA' weighted-average recovery (%) 37.69
Target weighted-average spread (net of floors; %) 3.93
Target weighted-average coupon (%) N/A
N/A--Not applicable.
Rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately five years after
closing, while the noncall period will be two years after closing.
S&P said, "At closing, we expect the portfolio to be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR500 million target par
amount, the actual weighted-average spread (3.93%), the covenanted
weighted-average coupon (5.00%), and the actual weighted-average
recovery rates calculated in line with our CLO criteria for all
classes of notes. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"Until the end of the reinvestment period on March 19, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"The transaction's legal structure and framework are bankruptcy
remote, in line with our legal criteria.
"The CLO is managed by Signal Harmonic Ltd. and the maximum
potential rating on the liabilities is 'AAA' under our operational
risk criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B to F notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from closing--during which the transaction's credit risk
profile could deteriorate--we have capped our ratings on the
notes.
"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Signal Harmonic CLO IV DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. The transaction is a
broadly syndicated CLO that will be managed by Signal Harmonic
Ltd.
Ratings list
Amount Credit
Class Rating* (mil. EUR) Interest rate§ enhancement (%)
A AAA (sf) 305.00 Three/six-month EURIBOR 39.00
plus 1.29%
B AA (sf) 60.00 Three/six-month EURIBOR 27.00
plus 1.93%
C A (sf) 30.00 Three/six-month EURIBOR 21.00
plus 2.20%
D BBB- (sf) 35.00 Three/six-month EURIBOR 14.00
plus 3.00%
E BB- (sf) 22.50 Three/six-month EURIBOR 9.50
plus 5.25%
F B- (sf) 15.00 Three/six-month EURIBOR 6.50
plus 8.01%
Sub notes NR 40.90 N/A N/A
*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
TAURUS 2025-1: DBRS Finalizes BB Rating on Class E Notes
--------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
following classes of notes issued by Taurus 2025-1 EU DAC (the
Issuer):
-- Class A notes at AAA (sf)
-- Class B notes at AA (high) (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (low) (sf)
-- Class E notes at BB (sf)
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 and/or the loan seller and/or the Issuer lender) 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 partnership
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 (MV) 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 (ERV) 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 2.8% p.a. 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 February 15, 2030.
On December 20, 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
pre-paid 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 (ICR) 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 (ALA)
of that property. There is no permitted change of control.
On the closing date, the Issuer acquired the whole interest in the
senior loan pursuant to the loan sale documents. For the purpose of
satisfying the applicable risk retention requirements, the Issuer
lender advanced a EUR 13.0 million loan (the Issuer loan) to the
Issuer. The Issuer used 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 benefits from a liquidity facility with a total
commitment of EUR 14.0 million provided by Bank of America, N.A.,
London Branch (the liquidity facility provider). 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 21 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 5.0% 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 17 February 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.
===========
R U S S I A
===========
ASAKABANK JSC: S&P Affirms 'BB-/B' ICRs on Capital Injection
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Uzbekistan-Based Joint-Stock Co. Asakabank. The
outlook is stable.
S&P said, "The ratings affirmation with a stable outlook reflects
our expectations that our risk-adjusted capital (RAC) ratio is
likely to stay above 7% over the next 12 months reflecting the
government's commitment to support the bank with further capital
injections in case of need. We forecast that our RAC ratio
increased to slightly above 7.0% at year-end 2024 from 6.4% at
year-end 2023. The increase in our RAC ratio was driven by a UZS1.3
trillion (about $100 million) capital injection from the government
in late December 2024, which compensated for a material decline in
the bank's profitability in 2024. The bank's net income under
national standards declined to about UZS41.6 billion in 2024 from
UZS150.5 billion in 2023 and we expect a similar negative trend in
profitability under International Financial Reporting Standards in
2024." The bank's profitability is highly sensitive to net interest
margin and funding costs from international financial institutions.
The bank's capital could be depleted over the next 12 months by its
planned 4%-5% annual loan growth, low structural profitability, and
possible creation of additional provisions, if not compensated by
additional capital injections in case of need.
Entry of EBRD as a shareholder has been delayed to late 2025 at the
earliest. EBRD originally planned to acquire a 15% stake through a
new capital injection of about UZS1 trillion in 2023. In May 2024,
the Ministry of Economy and Finance of Uzbekistan, the EBRD, and
Asakabank signed heads of terms regarding the acquisition. The EBRD
has been running a transformation project with the bank for three
years providing technical support in human resources; risk
management; treasury; digital; and environmental, social, and
governance practices. The bank's supervisory board expanded to nine
members, five of which are independent.
S&P said, "We consider the bank a government-related entity (GRE)
with a moderately high likelihood of receiving timely and
sufficient extraordinary government support. We think Asakabank
plays an important role for the government by servicing corporate
borrowers from various sectors. This reflects our view that the
bank will maintain a significant volume of government business,
including lending to large GREs and supporting the automotive
industry. We view the link between the government and Asakabank as
strong given that the government directly controls more than 99% of
the bank's capital. Our assessment of Asakabank's stand-alone
credit profile (SACP) incorporates the government's ongoing support
for the bank in terms of business generation, funding, and
guarantee coverage for a significant share of its loan book. We do
not include additional uplift for potential government support
because the bank's SACP is at the same level as the sovereign
rating (Uzbekistan; BB-/Stable/B).
"The stable outlook reflects our view that Asakabank's
capitalization as measured by our RAC ratio will likely remain
stable over the next 12 months supported by further capital
injections from the government and/or EBRD."
A negative rating action over the next 12 months could follow if
the bank's asset quality deteriorates materially putting pressure
on its capitalization, and its RAC ratio declines below 7% without
additional sufficient capital increases. S&P could also lower the
rating on Asakabank over the next 12 months if it takes a similar
action on Uzbekistan.
A positive rating action is unlikely over the next 12 months.
=====================
S W I T Z E R L A N D
=====================
BREITLING SA: S&P Alters Outlook to Negative, Affirms 'B' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on its long-term rating on
Swiss watchmaker Breitling SA to negative from stable. S&P affirmed
its ratings on the company, including its 'B' long-term issuer
credit rating and its 'B' issue rating on the senior secured term
loan B (TLB).
S&P said, "The negative outlook indicates that we could lower our
rating if Breitling continues to face industry headwinds, leading
to S&P Global Ratings-adjusted debt to EBITDA above 7x coupled with
negative free operating cash flow (FOCF).
"Our outlook revision primarily reflects Breitling posting weaker
credit metrics than we had previously anticipated. We estimate that
its S&P Global Ratings-adjusted debt to EBITDA could remain above
7x during fiscal years 2026 and 2027 (ending March 30) compared
with our previous assumption of below 7x. This stems from softer
top-line performance amid weaker consumer confidence in Breitling's
key markets. Aspirational customers are spending less on luxury
goods in favor of alternatives such as travel or other leisure
experiences, further pressuring Breitling's sales performance. As a
result, we expect its sales to decrease by 2.0% in fiscal 2025
versus our previous forecast of 3.8% growth over the same period.
That said, despite sector challenges we foresee gradual growth
recovery for Breitling. It is set to benefit from the continued
roll-out of new boutiques, product offer extensions, and rising
demand in the female and unisex segments, leading to sales growth
of around 4% over the next two fiscal years. The speed of this
recovery remains difficult to predict due to wider luxury industry
uncertainties and the overall macroeconomic context, so we do not
rule out further deviations from our base case. We estimate its S&P
Global Ratings-adjusted EBITDA margin will remain broadly stable at
about 24% over the next two years as the group expands its offering
at the higher end of the luxury watch segment.
"We forecast Breitling's FOCF to improve over fiscals 2026 and 2027
to CHF30 million-CHF 40 million before leases. The group has been
able to increase its FOCF in fiscal 2025 thanks to working capital
improvements, primarily driven by better inventory
management--adjusting production to better align with stock
levels--and contained capex. Overall, we forecast Breitling's FOCF
to improve from negative CHF53 million in fiscal 2024 to about
negative CHF14 million in fiscal 2025. Although we expect this
trend to continue over the next two years amid ongoing working
capital efficiency measures, we do not rule out
higher-than-expected capex needs. Major boutiques and system
upgrades are nearly completed, leading us to expect capex to
normalize in fiscals 2026 and 2027 to about CHF35 million-CHF 40
million per year. This should see FOCF improve in these years to
about CHF30 million-CHF40 million before leases. That said, we note
a high degree of unpredictability around policy implementation by
the U.S. administration and possible responses--specifically with
regard to tariffs--and the potential effects on economies, supply
chains, and credit conditions around the world. As a result, our
baseline forecasts carry a significant amount of uncertainty. As
situations evolve, we will gauge the macro and credit materiality
of potential and actual policy shifts and reassess our guidance
accordingly (see our research here: spglobal.com/ratings).
"We do not anticipate Breitling embarking on any transformational
mergers and acquisitions (M&A) in the short term, and we assume its
financial policy will focus on deleveraging. Rating headroom is
limited so any further acquisitions or discretionary spending above
our base case would put significant pressure on the rating. That
said, Breitling benefits from adequate liquidity headroom and has
no imminent maturities following the extension of its senior
secured TLB, due in 2028. Our adjusted debt calculation for fiscal
2025 includes the EUR1,035 million Swiss-franc-equivalent TLB due
in 2028, a CHF25 million-CHF30 million mortgage loan, a CHF47
million precious metal loan, lease liabilities of CHF180
million-CHF200 million, pension liabilities of about CHF15
million-CHF20 million, and CHF80million-CHF90 million of other
supply chain financing lines.
"The negative outlook indicates that we could lower the rating if
Breitling continues to face industry headwinds that weigh on its
operating performance, despite steps implemented by management to
improve topline and profitability. In this scenario we would expect
S&P Global Ratings-adjusted debt to EBITDA to remain above 7x
coupled with negative FOCF after leases.
"We could lower the rating if we anticipate adjusted debt to EBITDA
remaining above 7x, with no prospect of material deleveraging over
the short term. This could happen if group sales and EBITDA margins
failed to recover due to a severe reduction in discretionary
consumer spending, ultimately leading to prolonged negative FOCF
after leases.
"We could revise the outlook back to stable if management's
initiatives lead to operating performance improving above our base
case, with a gradual improvement in cash flow generation and
deleveraging leading to adjusted debt to EBITDA comfortably below
7x or sizable positive FOCF generation."
===========================
U N I T E D K I N G D O M
===========================
B&M EUROPEAN: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on B&M European Value Retail
S.A. (B&M) to negative from stable and affirmed the 'BB+' long-term
issuer credit rating on B&M and its debt.
S&P said, "We could lower the rating in the next 12-24 months if
the group's FFO to debt stays below 30%, or its FOCF to debt
declines towards 15%. This could occur if we no longer think that
B&M can recover its like-for-like volume-based topline growth or
EBITDA margins, or if the group pursues a more aggressive financial
policy than expected."
Soft trading environment and negative like-for-like sales hit B&M's
earnings in fiscal 2025. B&M has revised its annual EBITDA guidance
for fiscal 2025 to GBP605 million-GBP625 million, which is a second
cut this fiscal year and below the GBP620 million-GBP650 million
range announced at the reporting of its third-quarter results on
Jan. 9, 2025. This reflects weaker-than-expected spending in B&M
stores that carried on throughout fiscal 2025, when like-for-like
sales declined by 5.1% (1.6% of which came from the Easter timing
impact) in the first quarter, followed by a decline of 1.9% in the
second quarter and a further 2.8% in the third quarter, which is a
setback from the peak of 2024 with a 9.2% increase in the first
quarter. S&P said, "While we expect total group revenue to increase
positively at about 2.3% in fiscal 2025, on the back of adding a
similar number of new stores in 2025 as in 2024, the few quarters
of consecutive organic sales decline suggests that volume traction
is soft in its U.K. stores. We anticipate that B&M's value
proposition should still resonate with budget-conscious consumers,
and we expect some opportunities in fast-moving consumer goods
(FMCG; which makes up about half of group sales) as the group
continues to tighten up the execution of product offering,
merchandising, and store presentation and to hold down prices, to
mitigate overall soft volume trends. We also note that major
grocers would remain strong competitors with their value ranges and
careful pricing strategy, balancing between market share goals and
the need of offsetting cost inflation, and in particular labor cost
pressure. In our view, B&M's general merchandise (GM) offering
could still be tied down by soft discretionary spending in the
U.K., despite low price points supported by its direct sourcing
model and strong manufacturing relationships in China. Coupled with
ongoing tight cost control and better labor productivity, we expect
adjusted EBITDA margins to soften to about 15% in 2025-2026 from
16% in 2024."
Sales underperformance, coupled with softer margins and higher
working capital requirement, yields weaker credit metrics and
absorbs rating headroom. S&P said, "We cut revenue forecast to
about GBP5.6 billion in fiscal 2025 and less than GBP5.8 billion in
fiscal 2026, and S&P Global Ratings-adjusted EBITDA of about GBP860
million in 2025 and holding flat in 2026. We also expect adjusted
FFO to debt to remain at the 28%-29% rolling-12-month level as of
Sept. 28, 2024, over our forecast period fiscal 2025-2027, with
adjusted leverage at 2.5x, slightly higher than the fiscal 2024
level. Meanwhile, adjusted FOCF to debt will likely remain above
20% although below the 24% in fiscal 2024. Our forecast predicates
on the normalization of working capital after experiencing a net
outflow of GBP50 million in fiscal 2025 as the effect from earlier
shipping amid Red Sea disruptions annualizes in fiscal 2026
followed by our expectation of a deceleration in store opening in
fiscal 2027. Our forecast also assumes that B&M's growth in the
topline will rely on new store openings, with U.K. stores'
like-for-like sales and Heron's sales growing nil to mildly
positive by fiscal 2026, and some margin dilution to hold onto
volume and market share. We assume the group will not cut back its
store opening target, and B&M France operations will continue to
expand the topline with margins still trading below the U.K. stores
as before. We think that B&M's execution of its merchandizing and
pricing strategy, underpinning its organic growth and pace of store
openings, will be key to the stabilization and subsequent recovery
of EBITDA going forward."
Operating cash flow remains robust yet rating and liquidity
headroom will depend on consistency in financial policy. S&P said,
"We expect FOCF after leases to dip to about GBP270 million in
fiscal 2025 and recover to above GBP300 million in 2026 and 2027,
after annual lease payments of about GBP250 million. It is our
central assumption that the CEO retiring will not lead to a change
in B&M's stated financial policy, and the group will adhere to its
track record of managing shareholder returns in line with its
1.0x-1.5x reported net leverage guidance (equivalent to our
adjusted debt to EBITDA of 2.5x-3.0x), and ordinary dividend
distribution of 30%-40% after tax earnings. Our current base case
assumes the group will distribute the surplus cash available after
funding its growth projects to shareholders and factored in share
buybacks or special dividends of GBP150 million annually, in
addition to GBP150 million-GBP160 million ordinary dividends,
leading to a break-even or mildly positive discretionary cash flow
(DCF) after leases in fiscal 2026 and beyond. This is lower than
the GBP200 million special dividends in 2023 and 2024, and in line
with the GBP151 million in fiscal 2025 in response to a soft year.
Going forward, the board's willingness to scale back special
dividends or share buybacks (assuming redomicile is completed in
fiscal 2026) against the backdrop of share price decline, will be
key to support rating headroom and liquidity. As of end December
2024, we estimate that B&M had about GBP250 million accessible cash
and GBP200 million undrawn availability under the GBP225 million
revolver due March 2029. We see this as adequate headroom to repay
the GBP156 million outstanding notes due July 2025 and address the
next maturity of GBP221 million term loan A due March 2028."
The negative outlook reflects a possibility of a downgrade in the
next 12-18 months if B&M fails to restore its credit metrics on a
sustainable basis or if its change in CEO led to adoption of a more
aggressive financial policy.
S&P could lower its rating if:
-- Like-for-like sales growth remains negative, or profitability
margins continue to decline without signs of recovery;
-- FFO to debt remains below 30%; or
-- FOCF to debt falls below 15%; or
-- The group adopts a financial policy that is more aggressive
than S&P's expectation, manifested in material debt-funded
shareholder returns or acquisitions.
S&P could revise the outlook back to stable if recovery in
operating performance is meaningful such that adjusted debt to
EBITDA remains less than 2.5x and FFO to debt restores to above 30%
sustainably, with continuously strong cash flow generation. A
stable outlook will also require an ongoing commitment of financial
policy, including its special dividend or share buyback decisions,
that are commensurate with the current rating.
C-PLAN TELECOMMUNICATIONS: FRP Advisory Named as Administrators
---------------------------------------------------------------
C-Plan Telecommunications Limited was placed into administration
proceedings in the Court of Session, Scotland, No P237, and
Michelle Elliott and Callum Angus Carmichael of FRP Advisory
Trading Limited, were appointed as joint administrators on March
13, 2025.
C-Plan Telecommunications operates in the telecommunications
industry.
Its registered office is at 168 Bath Street, Glasgow, G2 4TP to be
changed to c/o FRP Advisory Trading Limited, Level 2 The Beacon,
176 St Vincent Street, Glasgow G2 5SG.
Its principal trading address is at Errigal House, 8 Clifton View,
Broxburn, EH52 5NE.
The joint administrators can be reached at:
Michelle Elliott
Callum Angus Carmichael
FRP Advisory Trading Limited
Apex 3, 95 Haymarket Terrace
Edinburgh, EH12 5HDF
Further details, contact:
The Joint Administrators
Tel No: +44 (0)330 055 5455
Alternative contact:
Stacey Bungay
Email: cp.edinburgh@frpadvisory.com
CAMBRIDGE CARRIER: Quantuma Advisory Named as Administrators
------------------------------------------------------------
The Cambridge Carrier Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales Court Number: CR-2025-001693, and
Andrew Andronikou and Michael Kiely of Quantuma Advisory Limited,
were appointed as administrators on March 12, 2025.
Cambridge Carrier specialized in the sale of used cars and light
motor vehicles.
Its registered office is at 3rd Floor 1 Ashley Road, Altrincham,
WA14 2DT, and it is in the process of being changed to Quantuma
Advisory Limited, 7th Floor, 20 St Andrew Street, London, EC4A
3AG.
Its principal trading address is at 3rd Floor 1 Ashley Road,
Altrincham, WA14 2DT.
The administrators can be reached at:
Andrew Andronikou
Michael Kelly
Quantuma Advisory Limited
7th Floor, 20 St. Andrew Street
London, EC4A 3AG
For further details, please contact:
Archie Edmonds
Tel No: 0203 744 7234
Email: Archie.Edmonds@quantuma.com
CAMM & HOOPER WATERLOO: Quantuma Advisory Named as Administrators
-----------------------------------------------------------------
Camm & Hooper Waterloo Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in England & Wales Court Number: CR-2025-001739, and Andrew
Andronikou and Brian Burke of Quantuma Advisory Limited, were
appointed as administrators on March 13, 2025.
Camm & Hooper Waterloo specialized in e2vent catering activities.
Its registered office is at Level Two Oxo Tower Wharf, Barge House
Street, London, SE1 9PH and it is in the process of being changed
to 3rd Floor, 37 Frederick Place, Brighton, BN1 4EA.
Its principal trading address is at Level Two Oxo Tower Wharf,
Barge House Street, London, SE1 9PH.
The administrators can be reached at:
Andrew Andronikou
Brian Burke
Quantuma Advisory Limited
3rd Floor, 37 Frederick Place
Brighton, BN1 4EA
For further details, please contact:
Adam Stenning
Tel No: 01273 322424
Email: adam.stenning@quantuma.com
IN THE STYLE: FTS Recovery Named as Administrators
--------------------------------------------------
In The Style Fashion Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Insolvency & Companies List (ChD) Court Number:
CR-2025-195, and Alan Coleman and Marco Piacquadio of FTS Recovery
Limited were appointed as administrators on March 10, 2025.
In The Style Fashion specialized in retail sale via mail order
houses or via internet.
Its registered office and principal trading address is at Maple
Court Wynne Avenue, Clifton, Manchester, M27 8FF.
The administrators can be reached at:
Alan Coleman
FTS Recovery Limited
3rd Floor, Tootal House
56 Oxford Street, Manchester
M1 6EU
-- and --
Marco Piacquadio
FTS Recovery Limited
Ground Floor, Baird House
Seebeck Place, Knowlhill
Milton Keynes, MK5 8FR
Contact details for administrators:
Tel No: 01908 754 666
Email: dwani.patel@ftsrecovery.co.uk
Alternative contact: Dwani Patel
MARITIME STREET: Johnston Carmichael Named as Administrators
------------------------------------------------------------
Maritime Street Ltd was placed into administration proceedings in
the Court of Session, Court Number: No P256 of 2025, and Donald
McNaught and Graeme Bain of Johnston Carmichael LLP, were appointed
as administrators on March 12, 2025.
Maritime Street, fka Balnacraig Homes Ltd, specialized in the
development of building projects.
Its registered office is at Johnston Carmichael LLP, 7-11 Melville
Street, Edinburgh, EH3 7PE.
The administrators can be reached at:
Donald McNaught
Graeme Bain
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh, EH3 7PE
Further details, contact:
Callum Grant
Email: callum.grant@jcca.co.uk
Tel No: 0131 220 2203
ORIFLAME INVESTMENT: S&P Cuts ICR to 'CC' on Debt Recapitalization
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Oriflame Investment Holding PLC to 'CC' from 'CCC' and its issue
rating on its senior secured notes to 'CC' from 'CCC'.
S&P said, "The negative outlook reflects that we expect to lower
the ratings on Oriflame to selective default (SD) once the debt
restructuring is executed. Subsequently, upon implementation of a
restructuring, we will review the rating, the group's new capital
structure, and its liquidity position.
"We view Oriflame's proposed restructuring as distressed and, upon
its implementation, we expect to lower the ratings on the group to
'SD' (selective default). The downgrade follows the announcement by
Oriflame that it has entered a lockup agreement with majority
bondholders to recapitalize its balance sheet. We see the proposed
transaction as distressed in line with our criteria as we view any
type of exchange offer whereby lenders receive less than the
original promise as a default. The proposed transaction entails
amending and reducing the existing EUR250 million and $550 million
senior secured notes due 2026 to EUR260 million with a seven-year
maturity. The lower debt principal, and ability to provide
payment-in-kind (PIK) interest, will substantially lower the annual
cash interest burden for the group. In addition, a new capital
injection of EUR25.5 million from existing shareholders and EUR24.5
million from bondholders is targeted to allow Oriflame flexibility
to execute its turnaround strategy and deliver its business plan.
We understand that the EUR260 million reorganization notes and new
money from existing shareholders will be a second-lien facility
behind the RCF, while the new money from bondholders will be a
prior-ranking 1.5-lien facility."
The proposed restructuring transaction is subject to the
participation level in the lockup agreement. Currently, Oriflame
has obtained consent from a group of bondholders representing more
than 80% of its senior secured notes, which is sufficient to
proceed with a scheme of arrangement. If the group achieves the
targeted 90% consent from bondholders, the transaction can be
implemented on a consensual basis, without scheme of arrangement.
The negotiations with the RCF lenders are proceeding separately,
with the aim to amend and extend part or all of the existing
facility. S&P said, "After the closing of the proposed transaction,
which is currently aimed to take place by end of April, we expect
to lower the ratings on Oriflame to 'SD'. Subsequently, we will
review the rating, taking into account the new capital structure,
operational drivers, and the company's liquidity position."
S&P said, "The negative outlook reflects that we expect to lower
the ratings on Oriflame to selective default (SD) once the debt
restructuring is executed. After the company has implemented a
restructuring, we will review the rating, the group's new capital
structure, and its liquidity position."
UNITED AUTHORS: Opus Restructuring Named as Joint Administrators
----------------------------------------------------------------
United Authors Publishing 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)
Court Number: CR-2025-001594, and Allister Manson and Charles
Hamilton Turner of Opus Restructuring LLP were appointed as joint
administrators on March 10, 2025.
United Authors operates in the book publishing industry.
Its registered office is at Opus Restructuring LLP, 322 High
Holborn, London, WC1V 7PB.
Its principal trading address is at TC Group, 6th Floor, Kings
House, 9 - 10 Haymarket, London, SW1Y 4BP.
The joint administrators can be reached at:
Allister Manson
Charles Hamilton Turner
Opus Restructuring LLP
322 High Holborn, London
WC1V 7PB
For further details, contact:
The Joint Administrators
Tel No: 020 3326 6454
Alternative contact: Rizwana Patel
===============
X X X X X X X X
===============
[] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures
--------------------------------------------------------------
Bailout: An Insider's Account of Bank Failures and Rescues
Author: Irvine H. Sprague
Publisher: Beard Books
Soft cover: 321 pages
List Price: $34.95
Order your personal copy at
https://ecommerce.beardbooks.com/beardbooks/bailout.html
No one is more qualified to write a work on this subject of bank
bailouts. Holding the positions of chairman or director of the
Federal Deposit Insurance Corporation (FDIC) during the 1970s and
1980s, one of Sprague's most important tasks was to close down
banks that were failing before they could cause wider damage. The
decades of the 1970s and '80s were times of high interest rates for
both depositors and borrowers. Rates for depositors at many banks
approached 10%, with rates for loans higher than that. The fierce
competition in the banking industry to offer the highest rates to
attract and keep depositors caused severe financial stress to an
unusually high number of banks. Having to pay out so much in
interest to stay competitive without taking in much greater
deposits was straining the cash and other assets of many banks. The
unprecedented high interest rates also had the effect of reducing
the number of loans banks were giving out. There were not so many
borrowers willing to take on loans with the high interest rates.
With the disruptions in their interrelated deposits and loans, many
banks began to engage in unprecedented and unfamiliar financial
activities, including investing in risky business ventures. As
well as having harmful effects on local economies, the widely
reported troubles of a number of well-known and well-respected
banks were having a harmful effect on the public's confidence in
the entire banking industry.
Sprague along with other government and private-sector leaders in
the banking and financial field realized the problems with banks of
all sizes in all parts of the country had to be dealt with
decisively. Action had to be taken to restore public confidence,
as well as prevent widespread and long-lasting damage to the U.S.
economy. Sprague's task was one of damage control largely on the
blind. The banking industry, the financial community, and the
government and the public had never faced such a large number of
bank failures at one time. The Home Loan Bank Board for the
savings-and-loans associations had allowed these institutions to
treat goodwill as an asset in an effort to shore up their
deteriorating financial situations with disastrous results for
their depositors and U.S. taxpayers. Such a desperate stratagem
only made the problems with the savings-and-loans worse. The banks
covered by the FDIC headed by Sprague were different from these
institutions. But the problems with their basic business of
deposits and loans were more or less the same. And the cause of the
problem was precisely the same: the high interest rates.
Faced with so many bank failures, Sprague and the government
officials, Congresspersons, and leaders he worked with realized
they could not deal effectively with every bank failure. So one of
their first tasks was to devise criteria for which failures they
would deal with. Their criteria formed what came to be known as
the "essentiality doctrine." This was crucial for guidance in
dealing with the banking crisis, as well as for explanation and
justification to the public for the government agency's decisions
and actions. Sprague's tale is mainly a "chronicle [of] the
evolution of the essentiality doctrine, which derives from the
statutory authority for bank bailouts." The doctrine was first used
in the bailout of the small Unity Bank of Boston and refined in the
bailouts of the Bank of the Commonwealth and First Pennsylvania
Bank. It then came into use for the multi-billion dollar bailout
of the Continental Illinois National Bank and Trust Company in the
early 1980s. Continental's failure came about almost overnight by
the "lightening-fast removal of large deposits from around the
world by electronic transfer." This was another of the
unprecedented causes for the bank failures Sprague had to deal with
in the new, high-interest, world of banking in the '70s and '80s.
The main part of the book is how the essentiality doctrine was
applied in the case of each of these four banks, with the
especially high-stakes bailout of Continental having a section of
its own.
Although stability and reliability have returned to the banking
industry with the return of modest and low interest rates in
following decades, Sprague's recounting of the momentous activities
for damage control of bank failures for whatever reasons still
holds lessons for today. For bank failures inevitably occur in any
economic conditions; and in dealing with these promptly and
effectively in the ways pioneered by Sprague, the unfavorable
economic effects will be contained, and public confidence in the
banking system maintained.
As chairman or director of the FDIC for more than 11 years, Irvine
H. Sprague (1921-2004) handled 374 bank failures. He was a special
assistant to President Johnson, and has worked on economic issues
with other high government officials.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
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