/raid1/www/Hosts/bankrupt/TCREUR_Public/250325.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
Tuesday, March 25, 2025, Vol. 26, No. 60
Headlines
B E L A R U S
LLC EUROTORG: Fitch Affirms and Withdraws 'B-' Foreign-Currency IDR
B U L G A R I A
BULGARIAN ENERGY: Fitch Affirms 'BB+' IDR, Alters Outlook to Stable
F R A N C E
FORVIA SE: Moody's Expects to Rate New EUR500M Sr. Unsec. Notes B1
G E R M A N Y
FORTUNA 2025-1: Fitch Assigns 'B+(EXP)sf' Rating to Class G Notes
TRENCH GROUP: Fitch Assigns BB- Final Long-Term IDR, Outlook Stable
G R E E C E
ATTICA BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2
I R E L A N D
CAIRN CLO VIII: Moody's Cuts Rating on EUR9.3MM Cl. F Notes to B3
CONTEGO CLO V: Fitch Assigns 'B-sf' Reset Final Rating to F-R Notes
HAYFIN EMERALD IX: Moody's Lowers Rating on EUR8MM F Notes to Caa1
MALLINCKRODT PLC: Fitch Hikes IDR to 'B+', Puts on Watch Positive
T U R K E Y
PETKIM PETROKIMYA: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.
YAPI KREDI: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
U N I T E D K I N G D O M
BLITZEN NO.1: Fitch Affirms 'BB+sf' Rating on Class F Notes
EM MIDCO 2: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
EUROMASTR 2007-1V: Fitch Lowers Rating on Class E Notes to 'B-sf'
FUTURE HIGH: FRP Advisory Named as Joint Administrators
HAZEL RESIDENTIAL: Fitch Assigns 'B-(EXP)sf' Rating on Class F Debt
INSPIRED ENTERTAINMENT: Fitch Cuts IDR to 'B+', Placed on Watch Neg
NAVIGATOR HOLDINGS: Warns of Going Concern, Plans Debt Refinancing
ORIFLAME INVESTMENT: Fitch Lowers Long-Term IDR to 'C'
PHARMANOVIA BIDCO: Moody's Lowers CFR & Senior Secured Debt to B3
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B E L A R U S
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LLC EUROTORG: Fitch Affirms and Withdraws 'B-' Foreign-Currency IDR
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Fitch Ratings has affirmed LLC Eurotorg's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'B-' with a Stable
Outlook, and Bonitron Designated Activity Company's senior
unsecured bond rating at 'B-' with a Recovery Rating of 'RR4'.
Eurotorg's IDR reflects its small scale relative to international
peers, limited diversification outside its domestic market, and
persistent risks related to accessing international payment systems
and financing infrastructure. Along with Belarus's weak operating
environment, these factors weigh on its financial flexibility.
These weaknesses are balanced by its conservative capital structure
and strong, stable position in Belarus's food retail market.
The Stable Outlook reflects projected resilient trading performance
in 2025, as well as its expectations of sufficient liquidity to
repay remaining outstanding Eurobonds maturing in October 2025.
This is despite projected higher dividend payments in 2025 leading
to mildly negative free cash flow (FCF).
Fitch has subsequently withdrawn Eurotorg's ratings for commercial
reasons and will no longer provide ratings or analytical coverage
of Eurotorg.
Key Rating Drivers
Resilient Sales, Margin Decline: Fitch estimates that Eurotorg's
like-for-like sales grew around 10% in 2024, outperforming its
projections. Fitch also estimates that it achieved a slight gross
margin improvement by successfully managing regulatory pressure on
price controls. However, Fitch estimates full-year EBITDAR margin
to have fallen to 9.3%, from 9.9% in 2023, as higher personnel
costs reported in 1H24 extended into 2H24, on top of higher lease
payments. Its forecast assumes persisting margin pressure from
staff costs, although Fitch acknowledges management's efforts to
reduce its impact through cost optimisation.
Continued Leverage Reduction: Eurotorg has continued to reduce its
leverage through debt repayment. Fitch estimates debt at end-2024
was slightly above BYN800 million, down from BYN1.06 billion at
end-2023 and BYN1.33 billion at end-2022. Fitch calculates end-2024
EBITDAR leverage at 1.9x, below 2023's 2.1x, on broadly unchanged
EBITDA. This allows for material leverage headroom and is
materially below the majority of Fitch-rated food retail peers.
Continuing proactive debt repayment will reduce the potential
impact of interest rate volatility, which Fitch calculates to have
resulted in healthy EBITDAR fixed charge coverage of 2.7x in 2024,
partially offsetting a sharp increase in lease expenses.
Higher Dividends to Reduce FCF: Fitch expects weaker cash flow
generation for Eurotorg, due to moderate pressure on profitability
from higher personnel expenses and increases in annual dividends to
BYN300 million-BNY350 million in 2025-2028. This will lead to
slightly negative FCF compared with its previous forecast of mildly
positive FCF.
Reduced Foreign-Exchange Risk: Eurotorg's share of debt in hard
currencies fell to below 15% as of June 2024, from around 50% in
2021. After sizeable debt repurchases in 2022, Eurotorg continued
to conduct bond buybacks in the open market, further reducing its
outstanding loan participation notes (LPN) exposure to USD21
million at end-2024 from USD58 million at end-2022. Eurotorg
continues to have access to hard currencies despite its profits
being solely generated in Belarusian roubles.
Largest Food Retailer in Belarus: Eurotorg is the largest food
retailer in Belarus, with a stable market share of around 20% over
the past five years, which is larger than that of its three largest
competitors combined. It continues to grow in line with the
Belarusian retail market at 12% in 2024. The company benefits from
its well-recognised Euroopt brand across the country and from
increased consumer appeal for its discounter banners Hit! and
Groshyk, providing good diversification by store format.
Limited Diversification, Weak Operating Environment: Eurotorg is
concentrated solely in Belarus, which is characterised by a weak
operating environment. While its presence across different formats
and regions of the country puts it in a stronger position than
domestic competitors, including hard discounters, it does not
reduce concentration risk, as Belarus is a small economy. It also
leads to a substantially smaller business scale (EBITDAR of less
than USD250 million in 2023) than other Fitch-rated global food
retailers.
Peer Analysis
Fitch applies its Food-Retail Navigator framework to assess
Eurotorg's rating and position relative to peers. Compared with
international retail chains, such as Tesco PLC (BBB-/Stable), or
Russian peers such as X5 or Lenta, Eurotorg has smaller business
scale and more limited geographic diversification, which is partly
offset by stronger growth prospects and structurally greater
profitability in the Belarusian food retail market.
Relative to Bellis Finco plc (ASDA, B+/Stable), Eurotorg is rated
two notches lower as its smaller size and exposure to
foreign-exchange risk are only partially balanced by its stronger
market position and bargaining power, and superior profitability.
Furthermore, Eurotorg's ratings take into consideration the
higher-than-average systemic risks associated with the Belarusian
business and jurisdictional environment versus its international
peers.
Key Assumptions
Fitch's Key Assumptions Within its Rating Case for the Issuer
- Belarusian rouble/US dollar at 3.5 at end-2025, followed by
rouble depreciation of 5% a year to 2028
- CAGR of 2% in selling space in 2025-2028
- Annual sales growth of 5%-6% in 2025-2028
- EBITDAR margins at 8.9%-9.3% to 2028
- Working-capital outflows at 0.2%-0.3% of sales, reflecting
ongoing logistic supply challenges and stricter payment terms
- Capex at BYN85 million-BYN130 million a year over 2025-2028
- Dividends at BYN300 million-BYN350 million a year over 2025-2028
- No M&A in 2025-2028
Recovery Analysis
Its recovery analysis assumes that Eurotorg would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim.
Eurotorg's GC EBITDA of USD110 million is below Fitch-estimated
EBITDA of around USD180 million for 2024. It considers the
company's exposure to local price regulation and reflects Fitch's
view of a sustainable, post-reorganisation EBITDA, on which Fitch
based the valuation of the company.
Fitch uses a mid-cycle enterprise value/EBITDA multiple of 4.0x to
calculate a post-reorganisation valuation. This is 0.5x higher than
the enterprise value multiple Fitch uses for Ukrainian poultry
producer MHP SE (CC) and sunflower oil producer and exporter Kernel
Holding A.S. (CCC-). For the debt waterfall assumptions, Fitch used
its estimates of the group's debt at end-June 2024.
Eurotorg's USD151 million of secured debt ranks senior to LPNs in
the waterfall. For the purpose of recovery calculation, Fitch used
all outstanding LPNs that have not been redeemed (USD78 million).
The waterfall analysis generated a full ranked recovery for senior
unsecured LPNs, indicating a higher rating than the IDR. However,
the LPNs are rated in line with Eurotorg's 'B-' IDR as notching up
is not possible due to the Belarusian jurisdiction capping the
issuance rating at B-/RR4.
RATING SENSITIVITIES
Not applicable as the ratings have been withdrawn.
Liquidity and Debt Structure
At end-2024, Fitch estimates that Eurotorg had a cash balance of
around BYN220 million (after Fitch's adjustment of BYN20 million
for cash not readily available for debt servicing), and a further
USD13 million of cash held offshore, which was sufficient to cover
2025 debt maturities.
Cash earmarked for repayment of 2025 Eurobond maturities does not
fully cover the outstanding principal held by third parties, but
Fitch does not expect Eurotorg to encounter any difficulties in
accessing the remaining USD8 million out of USD21 million required
to fund repayment of outstanding Eurobonds in 2025. However, access
to new financing in hard currencies in international markets
remains limited for Eurotorg.
Eurotorg has reduced its foreign-currency debt, with over 50% of
debt now denominated in Belarusian roubles. Debt in Belarus
typically raised on secured terms and for shorter maturities, but
given its low leverage and its established relationships with local
banks, Fitch views refinancing risk for local-currency debt as
manageable.
Issuer Profile
As of 31 December 2024, Eurotorg's retail store portfolio consisted
of 177 rural and 797 urban convenience stores, 129 supermarkets,
and 36 hypermarkets.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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LLC Eurotorg LT IDR B- Affirmed B-
LT IDR WD Withdrawn
Bonitron Designated
Activity Company
senior unsecured LT B- Affirmed RR4 B-
senior unsecured LT WD Withdrawn
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B U L G A R I A
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BULGARIAN ENERGY: Fitch Affirms 'BB+' IDR, Alters Outlook to Stable
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Fitch Ratings has revised the Outlook on Bulgarian Energy Holding
EAD's (BEH) Long-Term Foreign- and Local-Currency Issuer Default
Rating (IDR) to Stable from Positive and affirmed the IDR and the
senior unsecured rating at 'BB+'. The IDR continues to reflect a
one-notch uplift from BEH's Standalone Credit Profile (bb) for
government support (Bulgaria is rated BBB/Positive), based on its
"Government-Related Entities Rating Criteria".
The revision of the Outlook is driven by the expected leverage
increase to around 3.3x (more aligned with the current standalone
credit profile, SCP) and the large capex plan related to the new
nuclear power units. This may considerably increase BEH's net
leverage from 2029, unless the company receives significant support
from the Bulgarian state.
Fitch expects the company's business profile to gradually improve
thanks to growing earnings from regulated networks and the rising
profitability of its clean generation business, supported by the
liberalisation of the Bulgarian energy market. However, Fitch also
expects profitability at the lignite mine and the thermal power
plant to deteriorate, and they may face challenges in covering
their costs as the energy transition progresses.
Key Rating Drivers
Nuclear Project to Raise Leverage: Fitch assumes BEH's leverage
will rise when the main construction phase of two new nuclear units
(up to 1,200MW each) starts in 2029, unless significant support is
provided for this project by the Bulgarian state, for example
through capital injections.
BEH has started preparatory works for the plants' construction,
following the Bulgarian National Assembly's decision at end-2023.
Commissioning is likely in 2035-2038. The final investment decision
is likely to come in 4Q25, following the engineering contract
signed in November 2024 with a consortium of Westinghouse and
Hyundai Engineering.
Benefits of Liberalisation: From July 2025, generators within BEH
Group will sell all their production on the free market. Fitch
therefore expects better performance of the nuclear power plant
Kozloduy, which was previously selling 25% of its production at
unfavourable regulated prices. From July 2025, the subsidiary NEK
will no longer act as a public supplier but will focus its
operations on electricity generation from hydro power plants, which
should translate into better profitability.
Normalised EBITDA: Fitch expects EBITDA to normalise at BGN1.1
billion in 2025, from an expected BGN1.4 billion in 2024 and after
the peak of 2022-2023, remaining broadly flat in the medium term.
The EBITDA will be supported by electricity and gas transmission
and transit, and electricity production sold at market prices
following liberalisation, but will be affected by underperforming
coal mining and its thermal power plant.
Rising Regulated Income: Fitch expects the EBITDA contribution from
regulated gas and electricity transmission and transit to increase
in the rating case to about 65% over 2025-2028 (43% in 2023). In
particular, recent strategic investments commissioned enabled
Bulgartransgas to significantly increase gas transited volumes (by
20% in 2024 to 175TWh) and improve its results (expected EBITDA of
about BGN700 million in 2024).
Reduced Profitability at Thermal Plants: Fitch expects
profitability at the BEH's thermal power plant to be increasingly
influenced by neighbouring energy markets. The plants may face
challenges in covering production costs fully in the medium term
due the energy transition and normalised energy prices. Fitch
expects negligible EBITDA at the plant in 2024 (BGN207 million in
2023) and a limited contribution thereafter.
Weak Results at Lignite Mine: In 2024, Fitch expects the coal mine
to report negative EBITDA (worse than in 2023), driven by a 30%
decrease in coal sales volumes. Fitch expects these weak results to
continue over the medium term due to reduced volumes sold to
thermal power plants in Maritsa-East.
Moderate Leverage Before 2029 Spike: Fitch expects BEH's funds from
operations (FFO) net leverage to increase in 2025 to 3.3x and
stabilise in 2026-2028. Leverage could increase from 2029 when
nuclear project construction is likely to start. This is based on
its expectations of average capex of BGN1 billion annually in
2025-2028, with an additional BGN1.2 billion of capex in 2025 for
preparatory works at the nuclear project. Fitch assumes a 100%
dividend payout ratio from BEH's consolidated accounts from 2025.
One-Notch Uplift for Support: Fitch has 'Strong expectations' of
state support for BEH under its Government-Related Entities Rating
Criteria, backed by an overall support score of 25 points,
resulting in one-notch uplift for the IDR from the SCP.
Responsibility to Support: Fitch assesses 'decision-making and
oversight' as 'Very Strong' because the Bulgarian state is BEH's
ultimate shareholder (100% of shares), approves its strategy and
business plan and tightly controls BEHs' operations. Fitch views
the Bulgarian government's 'precedents of support' as 'Strong', as
it provided guarantees for about 5% of BEH's debt at end-2023
(expected to rise to 5%-10% in the forecast horizon under Fitch's
rating case), preferential state loans (also for covering
working-capital needs), and regulatory support when needed.
Incentive to Support: Fitch assesses the 'preservation of
government policy role' as 'Strong', as BEH has a crucial role in
the security of gas supply in Bulgaria, implementing the state
strategy to diversify gas supplies to Bulgaria, and will play a key
role in the national green energy transformation, partly through
the new nuclear plants. Fitch does not see material contagion risk,
as a default at BEH's level should not have material implications
for the government's ability to issue new debt or its cost,
particularly in view of the company's current low debt amount.
Peer Analysis
BEH has a leading position in the Bulgarian gas and electricity
markets through its ownership of most of Bulgaria's power
generation assets (including a nuclear power plant, and
lignite-fired and hydro power plants), the country's largest mining
company, the country's electricity transmission network, gas
transmission and transit networks and through its position as the
public supplier of electricity (until end-June 2025) and gas in
Bulgaria.
BEH's integrated business structure and strategic position in the
domestic market make the group comparable with some of its central
European peers such as MVM Zrt. (BBB/Stable) and PGE Polska Grupa
Energetyczna S.A. (BBB/Stable). The gradually rising share of
EBITDA from the regulated network business makes BEH more
comparable to these peers, increasing its cash flow predictability
and counterbalancing the higher merchant exposure of its generation
assets following liberalisation of the Bulgarian energy market.
The liberalisation, combined with its coupling with neighbouring
countries' energy markets should improve transparency and limit any
potential market interference. However, BEH is a negative outlier
in the peer group in terms of corporate governance.
BEH's rating includes a one-notch uplift from its SCP to reflect
links with the sovereign, which is not the case for MVM or PGE.
Key Assumptions
Fitch's key Assumptions Within its Rating Case for the Issuer:
- Market liberalisation, with the elimination of production quotas
for nuclear and thermal power plants and abolition of NEK's role as
a public supplier from 1 July 2025, with full market liberalisation
from 1 January 2026
- Price caps for electricity generators until end-2025 with no
major contributions paid by BEH's generating companies in view of
their selling prices remaining below the respective price caps
- Group EBITDA averaging BGN1.3 billion a year over 2025-2028
- Total capex of BGN5.1 billion over 2025-2028
- Dividends at 100% of net income during 2025-2028
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Stronger SCP due to FFO net leverage falling below 3.5x on a
sustained basis, and supported by an internal corresponding
leverage target, lower regulatory and political risk, higher
earnings predictability, and better corporate governance
- Adequate visibility of the funding structure of the new nuclear
power units
- Further tangible government support to BEH, such as additional
state guarantees materially increasing the share of
state-guaranteed debt, or cash injections, which would link BEH's
credit profile more closely to Bulgaria's stronger credit profile
- Upgrade of Bulgaria's IDR by two notches
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Weaker SCP, for example due to FFO net leverage exceeding 4.5x on
a sustained basis, escalation of regulatory and political risk, or
insufficient liquidity
- Weaker links with the Bulgarian state
Liquidity and Debt Structure
Fitch estimates that BEH's liquidity totalled BGN3,134 million at
the end of 2024. Meanwhile, it had BGN2,157 million of
Fitch-projected negative FCF in the next 12 months, EUR600 million
bonds due in June 2025 (equivalent to about BGN 1,173 million), and
a BGN800 million state loan maturing in August 2025.
Fitch expects the maturity of the BGN800 million state loan to be
extended beyond 2025, given the close relations between the state
and BEH. In addition, BEH aims to refinance the bonds and is in the
final stages of the bookrunners' selection procedure, during which
it received offers for a bridge loan of EUR600 million. This is
intended as a contingency in case of any delay with the bond
issuance.
Issuer Profile
BEH is a 100% state owned, integrated utility operating in
Bulgaria. It is involved in electricity generation, electricity
transmission, public supply of electricity, gas transmission and
transit, public supply of gas and lignite mining.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
Bulgarian Energy Holding EAD has an ESG Relevance Score of '4' for
Group Structure due to a fairly complex group structure, which has
a negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
Bulgarian Energy Holding EAD has an ESG Relevance Score of '4' for
Financial Transparency due to a qualified audit opinion and lower
financial transparency than EU peers', which has a negative impact
on the credit profile, and is relevant to the rating[s] in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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Bulgarian Energy
Holding EAD LT IDR BB+ Affirmed BB+
LC LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
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F R A N C E
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FORVIA SE: Moody's Expects to Rate New EUR500M Sr. Unsec. Notes B1
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Moody's Ratings said that it expects to assign a B1 instrument
rating to FORVIA SE's ("FORVIA" or "group") proposed EUR500 million
senior unsecured notes due 2030.
Moody's expects the group to use the proceeds of the new issuances,
together with cash on hand, to partially refinance its EUR750
million 3.125% senior unsecured notes due 2026 and to fund expected
fees and transaction costs.
The expected B1 instrument rating on the new senior unsecured notes
would be one notch below FORVIA's Ba3 long-term corporate family
rating (CFR) and in line with the B1 instrument ratings on its
outstanding senior unsecured notes due 2026, 2027, 2028, 2029 and
2031. The outlook is stable.
Moody's expects FORVIA's financing costs to slightly increase
initially post the transaction, from around EUR721 million in 2024
(including Moody's interest adjustments for pensions and factored
receivables). Given the group's deleveraging commitment, Moody's
anticipates accelerating debt repayments with available excess cash
from 2025, supporting interest costs to gradually reduce over the
next 12-18 months. While remaining currently at a weak level,
FORVIA's interest coverage (Moody's adjusted EBITDA to interest
expense) should therefore recover towards Moody's 4.5x minimum
expectation for its Ba3 CFR in 2026, from 2.7x in 2024.
The bulk of FORVIA's financial debt is structurally subordinated to
the debt at the level of its subsidiary HELLA GmbH & Co. KGaA
(HELLA), including a EUR500 million senior unsecured bond maturing
in January 2027, and non-financial obligations at operating
entities, such as trade payables, pensions and lease commitments.
With FORVIA's debt instruments having a less favorable position in
terms of priority of claims, compared with sizeable liabilities at
operating subsidiaries and financial debt at HELLA, whose credit
profile is materially stronger than FORVIA's, the proposed notes
are expected to be rated B1, one notch below the Ba3 CFR and in
line with the ratings on its existing notes.
FORVIA's liquidity remains strong. As of December 31, 2024, the
group's cash and cash equivalents amounted to EUR4.5 billion
(including a substantial cash position at HELLA) and it had access
to a fully available EUR1.5 billion syndicated credit facility
(maturing in May 2028) and a EUR450 million facility (December
2027) at HELLA. FORVIA's cash sources also include Moody's
forecasts of annual funds from operations of more than EUR1.0
billion over the next 12 months and working capital release in the
low hundreds of million euros.
FORVIA's cash needs comprise mainly short-term debt maturities of
around EUR0.7 billion as of December-end 2024, Moody's standards 3%
of sales (about EUR0.8 billion) working cash assumption, annual
capital spending of over EUR1.2 billion (Moody's-adjusted) as well
as minority dividend payments (common dividends to be suspended in
2025).
Headquartered in Paris, France, FORVIA is one of the world's
largest automotive suppliers for seats, exhaust systems, interiors,
and has grown in the lightening and electronics segments post the
acquisition of a 81.6% stake in HELLA in January 2022. In 2024,
FORVIA generated almost EUR27 billion in sales and company-adjusted
EBITDA of EUR3,355 million (12.4% margin).
The HELLA family pool is the group's largest shareholder holding 9%
of FORVIA's shares, followed by Exor N.V., a holding company
controlled by the Agnelli family (5%).
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G E R M A N Y
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FORTUNA 2025-1: Fitch Assigns 'B+(EXP)sf' Rating to Class G Notes
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Fitch Ratings has assigned Fortuna Consumer Loan ABS 2025-1 DAC's
class A to G notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.
Entity/Debt Rating
----------- ------
Fortuna Consumer Loan
ABS 2025-1 Designated
Activity Company
A LT AAA(EXP)sf Expected Rating
B LT AA-(EXP)sf Expected Rating
C LT A-(EXP)sf Expected Rating
D LT BBB-(EXP)sf Expected Rating
E LT BB+(EXP)sf Expected Rating
F LT BB-(EXP)sf Expected Rating
G LT B+(EXP)sf Expected Rating
X LT NR(EXP)sf Expected Rating
Transaction Summary
Fortuna Consumer Loan ABS 2025-1 DAC is a true-sale securitisation
of a 12-month revolving pool of unsecured consumer loans sold by
auxmoney Investments Limited. The securitised consumer loan
receivables are derived from loan agreements entered into between
Süd-West-Kreditbank Finanzierung GmbH (SWK) and individuals
located in Germany, brokered by auxmoney GmbH via its online
lending platform.
KEY RATING DRIVERS
Comparatively Large Loss Expectations: The assumed loss rates are
at the high end of Fitch-rated German unsecured consumer loan
transactions. Fitch views the credit score calculated by auxmoney
as the key asset performance driver. Fitch assumes a lower weighted
average (WA) default base case of 8.7% compared with the 9.4% in
the predecessor deal. This reflects substantially lower
concentrations at the high-risk end of auxmoney's score classes,
while default expectations per score class were left unchanged.
Fitch applied a WA default multiple of 4.0x at 'AAAsf' for the
total portfolio. Fitch assumed a recovery base case of 30%,
slightly below the 33% of the predecessor deal, reflecting lower
expected non-performing loan (NPL) sale proceeds.
Transaction Structure Adds Risk: The transaction features pro-rata
amortisation and a 12-month revolving period. Both are subject to
performance triggers, of which Fitch views the principal deficiency
ledger trigger as most likely one to be breached. Replenishment
adds some uncertainty to asset performance, which has been
reflected in its asset assumptions. Pro-rata amortisation can
extend the life of the senior notes and expose them to adverse
developments towards the end of the transaction's life. This has
been accounted for in its cash flow modelling.
Hedging Structure Exposed to Mismatches: Interest-rate risk is
hedged using a vanilla interest-rate swap with a fixed schedule, in
line with the predecessor deal. The actual amortisation profile of
the portfolio and the hedged notes can differ substantially from
the fixed schedule, depending on default rates, prepayments and the
length of the revolving period. High defaults and prepayments would
expose the structure to over-hedging, which reduces excess spread
in a decreasing interest rate environment.
Bespoke Operational and Servicing Set-Up: Auxmoney operates a data-
and technology-driven lending platform that connects borrowers and
investors on a fully-digitalised basis. CreditConnect GmbH, a
subsidiary of auxmoney, is the servicer, with some servicing duties
being performed by SWK. In line with the previous three
transactions, no back-up servicer will be appointed at closing.
Nonetheless, Fitch believes that the current set-up and the
division of responsibilities between the two entities sufficiently
reduce servicing continuity risk. Payment interruption risk is
reduced by a liquidity reserve, which covers more than three months
of senior expenses and interest on the class A to F notes but
excludes the class G notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F/G)
Increase default rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'BBsf'/'B+sf'/'CCCsf'
Increase default rates by 25%:
'AAsf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'/CCCsf'/'NRsf'
Increase default rates by 50%:
'A+sf'/'BBB+sf'/'BBB-sf'/'BB-sf'/'CCCsf'/'NRsf'/'NRsf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F/G)
Reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BBsf'/'BB-sf'/'B-sf'
Reduce recovery rates by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'BBsf'/'B+sf'/'CCCsf'
Reduce recovery rates by 50%:
'AA+sf'/'Asf'/'BBB+sf'/'BB+sf'/'BB-sf'/'Bsf'/'NRsf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F/G)
Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'/'Asf'/'BBB+sf'/'BB+sf'/'BB-sf'/'Bsf'/'CCCsf'
Increase default rates by 25% and reduce recovery rates by 25%:
'AAsf'/'A-sf'/'BBB-sf'/'BBsf'/'B-sf'/'NRsf'/'NRsf'
Increase default rates by 50% and reduce recovery rates by 50%:
'Asf'/'BBBsf'/'BB+sf'/'CCCsf'/'NRsf'/'NRsf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The class A notes are rated at the highest level of Fitch's scale
and cannot be upgraded.
Expected impact on the notes' ratings of reduced defaults and
increased recoveries (class B/C/D/E/F/G)
Reduce default rates by 10% and increase recoveries by 10%:
'AAsf'/'Asf'/'BBBsf'/'BB+sf'/'BBsf'/'BBsf'
Reduce default rates by 25% and increase recoveries by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBB-sf'/'BBB-sf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
TRENCH GROUP: Fitch Assigns BB- Final Long-Term IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned Trench Group GmbH (Trench) a final
Long-Term Issuer Default Rating (IDR) of 'BB-' with a Stable
Outlook. Fitch has also assigned Trench's senior secured term-loan
B (TLB) a final rating of 'BB+' with a Recovery Rating of 'RR2'.
The IDR is supported by Trench's leadership in the market for grid
components manufacturing, its competitive advantage through high
quality products, sustained positive free cash flow (FCF) and
expected moderate leverage. The rating is constrained by its small
scale and moderate costumer and product diversification.
The Stable Outlook reflects its expectation that Trench will be
able to maintain its solid EBITDA margins and other credit metrics
within their rating sensitivities while growing organically and in
the absence of significant shareholder distributions.
Key Rating Drivers
Moderate Leverage: Following the issue of its EUR380 million TLB in
March, Fitch expects EBITDA leverage to rise to over 2.5x in FY25
(year-end September), before trending down on the back of EBITDA
growth. Management have expressed their commitment to maintain a
conservative capital structure, focusing on moderate EBITDA
leverage and reinvesting cash generation to support growth, which
Fitch views as achievable in its rating case.
Expected Stable EBITDA Margin: After the carve-out from Siemens
Energy AG in 2024, Trench has its improved its cost structure and
pricing strategy, increasing its Fitch-defined EBITDA margin by 7%
in FY24. Its ability to pass on cost inflation is supported by
escalation clauses embedded in the majority of its contracts and
the low total cost of its products in customer projects. Fitch
expects EBITDA margin to remain solid in its rating case,
reflecting enhanced cost control and product pricing.
Strong but Niche Business Profile: Trench's robust business profile
is supported by its leading position within the industry, its
moderate dedication to innovation, customer appeal due to its
technological content, and product reliability. The company is well
positioned to benefit from the global electrification trend, as it
manufactures critical components in the power system value chain.
However, the business profile is partly constrained by moderate
product diversification, small scale, and limited contracted
revenue visibility.
Sustainably Positive FCF: Trench generated strong FCF in FY24,
following a large working capital inflow resulting from down
payments on new contracts and disciplined inventory management.
Fitch anticipates sustained FCF over the next four years,
reflecting the improvement in EBITDA margins efficient working
capital management, and the absence of shareholder distributions.
Industry Trends Boost Revenue: The backlog at FYE 24 reached a
record EUR1.1 billion, driven by positive trends in electrical
infrastructure development and maintenance. This large backlog
supports revenue growth in FY25 and provides some visibility for
FY26. Fitch expects further revenue growth in FY27 and FY28,
reflecting increased demand in the electricity infrastructure
sector, due to higher electricity consumption, upgrades of power
grids, and an undersupplied segment in some of Trench's products.
Peer Analysis
Trench's business profile and rating are constrained by its limited
scale relative to peers, in a similar manner to BE Semiconductor
Industries N.V. (BESI; BB+/Stable). The company is positioned less
favourably because of its niche focus within the manufacturing
supply chain, leading to heightened exposure to market volatility
compared with larger peers, such as Hillman Solutions Corp.
(Hillman; BB-/Stable) and Innio Group Holding GmbH (B+/Positive).
However, this is mitigated by its critical role in its industry, a
commitment to innovation, and moderate geographic diversification,
with 76% of its revenue originating outside Germany, similar to
peers like BESI.
Trench's rating benefits from its market leading position in
high-voltage grid components, supporting its solid
through-the-cycle EBITDA and EBIT margins compared with other 'BB-'
rated diversified industrial companies such as Hillman, though
significantly lower than BESI's, which is underlined in their
two-notch rating difference.
Trench's forecast positive FCF margins until 2028 are among the
strongest in the peer group and comparable to Hillman's. Its sound
EBITDA leverage profile is among the most robust in its peer group,
including Hillman, Innio, and Ahlstrom Holding 3 Oy (B+/Stable),
although it is weaker than KION and BESI, justifying their
multi-notch rating differences.
Key Assumptions
- Revenue to increase on average 5.5% in FY26-FY28, reflecting
higher sold volumes and increased pricing from FY25 levels, which
Fitch views as sustainable
- EBITDA margin to remain sustainably solid on efficiency gains and
repricing
- Cash interest paid around EUR20 million post-TLB issue,
reflecting Fitch's latest Global Economic Outlook on interest
rates
- Broadly neutral to negative working-capital flows at an average
0.7% until FY28
- Capex on average at 6.3% of revenues until FY28 to support high
sales volumes
- No M&A or shareholder returns, thereby allowing FCF to remain
positive to FY28
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A less conservative financial policy or declining EBITDA leading
to EBITDA leverage over 3.0x on a sustained basis
- Deteriorating product and geographic diversification resulting in
diminishing scale and increased customer concentration
- EBITDA margin consistently below 15%
- FCF margin consistently below 1%
- Cash flow from operations (CFO) less capex/debt below 5%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A more diversified portfolio of products and regional expansion
resulting in increased scale and reduced customer concentration
- Demonstrated commitment to a more conservative and well-defined
financial policy that results in EBITDA leverage being sustained
below 2.0x
- FCF margins consistently above 5%
- CFO less capex)/debt sustainably over 10%.
Liquidity and Debt Structure
Trench's healthy reported cash balance of about EUR122 million at
FYE24 (after Fitch's adjustment of EUR118 million for intra-year
working capital change at 1% of sales) is supported by forecast
positive FCF and a EUR130 million revolving credit facility (RCF),
which Fitch expects to remain undrawn. The TLB and RCF mature in
2031 and 2032, respectively, removing near-term refinancing risk.
Issuer Profile
Trench is a leading global supplier of high-voltage grid components
for energy transmission and distribution.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Trench Group
Holdings GmbH LT IDR BB- New Rating BB-(EXP)
senior secured LT BB+ New Rating RR2 BB+(EXP)
===========
G R E E C E
===========
ATTICA BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2
--------------------------------------------------------------
Moody's Ratings has upgraded all long-term ratings and assessments
of Attica Bank S.A. (Attica Bank) as follows: its Baseline Credit
Assessment (BCA) and Adjusted BCA to b1 from b2, its long-term
deposit ratings to Ba2 from B1, long-term Counterparty Risk Ratings
(CRR) to Ba1 from Ba2, and its long-term Counterparty Risk
Assessment (CR Assessment) to Ba1(cr) from Ba2(cr). The banks'
short-term CRR and deposit ratings were affirmed at NP, while the
short-term CR Assessment was affirmed at NP(cr). The outlook on the
bank's long-term deposit ratings remains positive.
RATINGS RATIONALE
BASELINE CREDIT ASSESSMENT
The upgrade of Attica Bank's BCA to b1 is mainly driven by the
completion of its nonperforming exposures (NPE) securitisation that
was carried out through the state-backed asset protection scheme
(Hercules III), offloading around EUR3.7 billion of bad loans. This
has resulted in the bank retaining on its balance sheet around
EUR1.2 billion of senior notes guaranteed by the government and a
pro-forma NPE ratio of 2.8% (from 57% in 2023) with a provisioning
coverage of around 48% as of December 2024. The NPE clean-up
execution has accordingly enhanced significantly the bank's
solvency, and paves the way for its future growth and rebuilding
its credibility in the market. The BCA upgrade also considers the
good quality of the new lending in the last couple of years, which
was predominantly in the form of SME (Small and Medium Enterprises)
and corporate exposures that are well diversified across various
sectors.
The bank's enhanced solvency is also supported by its share capital
increase last November, achieving a common equity Tier 1 (CET1) of
11.9% as of December 2024, comfortably above its capital
requirement of 8.7%. Moody's expects that the bank will operate on
an on-going basis with a CET1 ratio of around 13%, supported by the
expected organic capital generation and free from any deferred tax
credits (DTCs). Moody's expects that the new private strategic
shareholder (Thrivest Holdings Ltd owns 54.6%) will be supportive
towards the bank's capital needs going forward, while Moody's
believes that the Hellenic Corporation of Participations and Assets
S.A. that has a 36.2% ownership will provide strong oversight and
stewardship in its capital planning.
In addition, the BCA upgrade reflects Moody's expectations that
Attica Bank's core earnings generation will improve further, mainly
driven by its loan growth momentum (EUR2.3 billion of new
disbursements during 2024, compared to EUR4.4 billion of net loans
outstanding as of December 2024), and potential for efficiency
gains from the merger with Pancreta Bank S.A. (Pancreta Bank)
through closing of certain branches and rationalising its number of
employees and cost base. Attica Bank was able to almost double its
recurring pre-provision income during 2024 compared to the year
before, while its business plan targets to achieve a return on
tangible book value of more than 20% and a cost-to-income ratio of
less than 40% (compared to a high 69% in 2024) over the medium
term.
Concurrently, the BCA upgrade also considers its improved funding
and liquidity and Moody's expectations of the bank receiving a
higher share of customer and public-sector deposits in the market,
as it restores its credibility and continues to offer marginally
more attractive deposit rates than the four systemic banks in the
system. Following its NPE clean-up, Attica Bank had one of the
lowest loans-to-deposits ration in the system at 54%, and the
highest liquidity coverage (LCR) of 301% combined with a net stable
funding ratio (NSFR) of 147% as of December 2024. Retail deposits
comprised around 69% of total customer deposits (with a market
share of around 3%), although the proportion of time deposits
remains high at 58% resulting in a higher deposit beta than its
peers.
The BCA positioning at b1 also takes into account execution risks
around the technical merger process with Pancreta Bank, and
integration challenges that the senior management will face.
Additional potential downside risks involve around the bank's
relatively ambitious business and growth plans, as well as the
evolution of its risk appetite going forward.
ADVANCED LOSS GIVEN FAILURE ANALYSIS
Attica Bank's long-term deposit ratings upgrade to Ba2 from B1
reflects both the bank's BCA upgrade as well as Moody's Advanced
Loss Given Failure (LGF) analysis, positioning its long-term
deposit ratings two notches higher than its BCA. This is also
driven by the bank's consolidated liability structure, and the
relatively very small amount of subordinated buffer to absorb
losses in a potential resolution scenario, as the bank has no
minimum requirement for own funds and eligible liabilities (MREL).
OUTLOOK REMAINS POSITIVE
Attica Bank's positive outlook on its long-term deposit ratings
reflects Moody's expectations that the bank will continue to
improve its underlying financial fundamentals, and will
successfully complete the technical merger and integration with
Pancreta Bank over the next 12-18 months, extracting efficiency
gains and supporting its profitability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Attica Bank's ratings could be upgraded following further
strengthening of its solvency position, while the successful
integration of Pancreta Bank will exert additional upward pressure
on its standalone credit profile. The bank's deposit ratings could
also benefit from the potential issuance of debt instruments that
could provide a loss absorption buffer in a resolution scenario
under Moody's Advanced LGF analysis.
Given the positive outlook on the long-term deposit ratings, it is
unlikely that the ratings will be downgraded. The ratings could
come under pressure if Moody's considers that the implementation of
the transformation and merger plan is at risk or if there is
significant delay in its execution, impairing the bank's business
plan and performance.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
=============
I R E L A N D
=============
CAIRN CLO VIII: Moody's Cuts Rating on EUR9.3MM Cl. F Notes to B3
-----------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following note
issued by Cairn CLO VIII DAC:
EUR9,300,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Downgraded to B3 (sf); previously on May 20, 2021
Affirmed B2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR214,400,000 (current outstanding amount EUR186,419,734) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on May 20, 2021 Affirmed Aaa (sf)
EUR27,300,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aa1 (sf); previously on May 20, 2021 Upgraded to Aa1
(sf)
EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa1 (sf); previously on May 20, 2021 Upgraded to Aa1 (sf)
EUR23,900,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on May 20, 2021
Affirmed A2 (sf)
EUR18,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on May 20, 2021
Affirmed Baa2 (sf)
EUR22,300,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on May 20, 2021
Affirmed Ba2 (sf)
Cairn CLO VIII DAC, issued in November 2017, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by Cairn
Loan Investments LLP. The transaction's reinvestment period ended
in November 2021.
RATINGS RATIONALE
The rating downgrade on the Class F notes is primarily a result of
the deterioration in over-collateralisation ratios since the
payment date in April 2024.
The affirmations on the ratings on the Class A, B-1, B-2, C, D and
E notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
The over-collateralisation ratios of Class D, E and F notes have
deteriorated since the payment date in April 2024. According to the
trustee report dated February 2025 [1], the Class D, Class E and
Class F OC ratios are reported at 116.97%, 107.93% and 104.56%
compared to April 2024 [2] levels of 117.54%, 109.12% and 105.96%,
respectively.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR308.3m
Defaulted Securities: EUR10.6m
Diversity Score: 38
Weighted Average Rating Factor (WARF): 3067
Weighted Average Life (WAL): 3.4 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.73%
Weighted Average Coupon (WAC): 3.54%
Weighted Average Recovery Rate (WARR): 44.9%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the notes are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes that, at transaction maturity,
the liquidation value of such an asset will depend on the nature of
the asset as well as the extent to which the asset's maturity lags
that of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
CONTEGO CLO V: Fitch Assigns 'B-sf' Reset Final Rating to F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Contego CLO V DAC reset final ratings,
as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Contego CLO V DAC
A Loan LT AAAsf New Rating AAA(EXP)sf
A XS1825533521 LT PIFsf Paid In Full AAAsf
A-R Notes XS3014009776 LT AAAsf New Rating AAA(EXP)sf
B-1 XS1825534255 LT PIFsf Paid In Full AA+sf
B-1-R XS3014010196 LT AAsf New Rating AA(EXP)sf
B-2 XS1825534842 LT PIFsf Paid In Full AA+sf
B-2-R XS3014010279 LT AAsf New Rating AA(EXP)sf
C XS1825535575 LT PIFsf Paid In Full A+sf
C-R XS3014010600 LT Asf New Rating A(EXP)sf
D XS1825536110 LT PIFsf Paid In Full BBB+sf
D-R XS3014010782 LT BBB-sf New Rating BBB-(EXP)sf
E XS1825536896 LT PIFsf Paid In Full BB+sf
E-R XS3014010865 LT BB-sf New Rating BB-(EXP)sf
F XS1825536979 LT PIFsf Paid In Full B+sf
F-R XS3014011160 LT B-sf New Rating B-(EXP)sf
Transaction Summary
Contego CLO V DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR500
million that is actively managed by Five Arrows Managers LLP. The
CLO has a 4.5-year reinvestment period and a 7.5-year weighted
average life (WAL) test at closing, which can be extended by one
year at one year after closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor of the identified
portfolio is 25.7.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.3%.
Diversified Portfolio (Positive): The transaction includes six
Fitch test matrices, four effective at closing, with two matrices
corresponding to a 7.5-year WAL and two corresponding to an
8.5-year WAL, and another two effective two years after closing and
corresponding to a 6.5-year WAL. All the matrices correspond to a
top 10 obligor concentration limit at 20%, and for each WAL there
can be two different fixed-rate limits of 5% and 10%.
The transaction also has various concentration limits, including
maximum exposure to the three largest Fitch-defined industries in
the portfolio at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.
WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, on the step-up date (12 months after closing). The WAL
extension is at the option of the manager, but subject to
conditions including the collateral quality tests and the
collateral principal balance (with defaulted obligations treated at
Fitch collateral value) being greater than the reinvestment target
par.
Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant, to account for structural and reinvestment conditions
post-reinvestment period, including the OC tests and Fitch 'CCC'
limitation passing post reinvestment, among others. This ultimately
reduces the maximum possible risk horizon of the portfolio when
combined with loan pre-payment expectations.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to downgrades of one notch for
the class B-R to E-R notes, to below 'B-sf' for the class F-R
notes, and have no impact on the class A-R notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class C-R notes have a one-notch cushion, the class B-R, D-R, E-R
and F-R notes have two-notch cushions and there is no rating
cushion for the class A notes.
Should the cushion between the identified portfolio and the stress
portfolio be eroded due to manager trading or negative portfolio
credit migration, a 25% increase of the mean RDR across all ratings
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of up to four notches for the
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stress portfolio
would lead to upgrades of up to four notches, except for the
'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.
During the reinvestment period, based on Fitch's stress portfolio,
upgrades may occur on better-than-expected portfolio credit quality
and a shorter remaining WAL test, meaning the notes are able to
withstand larger than expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may occur in case of stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses on the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Contego CLO V DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Contego CLO V DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
HAYFIN EMERALD IX: Moody's Lowers Rating on EUR8MM F Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following notes
issued by Hayfin Emerald CLO IX DAC:
EUR8,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2033, Downgraded to Caa1 (sf); previously on Apr 27, 2022
Definitive Rating Assigned B3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR169,000,000 Class A Senior Secured Floating Rate Notes due
2033, Affirmed Aaa (sf); previously on Apr 27, 2022 Definitive
Rating Assigned Aaa (sf)
EUR75,000,000 Class A Senior Secured Floating Rate Loan due 2033,
Affirmed Aaa (sf); previously on Apr 27, 2022 Definitive Rating
Assigned Aaa (sf)
EUR36,500,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Affirmed Aa2 (sf); previously on Apr 27, 2022 Definitive
Rating Assigned Aa2 (sf)
EUR7,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Affirmed Aa2 (sf); previously on Apr 27, 2022 Definitive Rating
Assigned Aa2 (sf)
EUR24,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed A2 (sf); previously on Apr 27, 2022
Definitive Rating Assigned A2 (sf)
EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Baa3 (sf); previously on Apr 27, 2022
Definitive Rating Assigned Baa3 (sf)
EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Ba3 (sf); previously on Apr 27, 2022
Definitive Rating Assigned Ba3 (sf)
Hayfin Emerald CLO IX DAC, issued in April 2022, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured corporate loans to obligors
domiciled in Western Europe. The portfolio is managed by Hayfin
Emerald Management LLP. The transaction's reinvestment period will
end in May 2025.
RATINGS RATIONALE
The rating downgrade on the Class F notes is primarily a result of
the deterioration since February 2024 of the weighted average
spread (WAS) and weighted average coupon (WAC) of the underlying
pool and its impact on the excess spread as a result of the fixed
floating asset liability mismatch.
The reported portfolio WAS and WAC have deteriorated from 3.99% and
3.03%, in February 2024 [2] to 3.78% and 2.75%, respectively, in
February 2025 [1].
The affirmations on the ratings on the Class A, B-1, B-2, C, D and
E notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs:
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR395.2m
Defaulted Securities: EUR4.7m
Diversity Score: 52
Weighted Average Rating Factor (WARF): 2932
Weighted Average Life (WAL): 4.3 years
Weighted Average Spread (WAS): 3.78%
Weighted Average Coupon (WAC): 2.74%
Weighted Average Recovery Rate (WARR): 42.66%
Par haircut in OC tests and interest diversion test: none
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability Moody's are analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, using the methodology "Moody's Approach to
Assessing Counterparty Risks in Structured Finance" published in
October 2024. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: Once reaching the end of the
reinvestment period in May 2025, the main source of uncertainty in
this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
MALLINCKRODT PLC: Fitch Hikes IDR to 'B+', Puts on Watch Positive
-----------------------------------------------------------------
Fitch Ratings has upgraded Mallinckrodt plc's (MNK) Long-Term
Issuer Default Rating (IDR) to 'B+' from 'B-'/Positive Outlook and
placed it and its upgraded instrument ratings on Rating Watch
Positive. The upgrade reflects Mallinckrodt's normalizing top-line
and low leverage, providing it the financial flexibility for
business development. The Positive Watch reflects the potential for
the ratings to be the same or potentially higher upon completion of
the merger with Endo, Inc.
During the Rating Watch period, Fitch will assess the combined
company's capitalization and future capital deployment plans,
including the potential generics business sale, business
development expenditures and the extent to which the company is
willing to increase leverage. These plans depend on the forthcoming
composition of management and the Board of Directors. The Rating
Watch resolution is expected around the time of the closing, which
may be more than six months away.
Key Rating Drivers
Combination Improves Scale & Diversification: Fitch considers the
merger of the two specialty pharma companies as logical and credit
positive, enhancing their scale, diversification and cash flow for
research and development (R&D) and business development compared to
their standalone credit profiles. The merger should create cost
synergies, with the companies expecting to realize $75 million in
the first year and $150 million by the third year as a combined
entity.
Larger Platform for Growth: Product concentration and years of
revenue headwinds had constrained each company's stand-alone credit
profile. However, both have recently reported top-line growth in
key products despite competition. Fitch believes the combined
company's free cash flow will support more meaningful investments
in research and development and acquisitions than was feasible
individually.
Generating consistent revenue growth from new product launches is
crucial for the combined company's long-term credit profile. Fitch
believes prior bankruptcies and the periods surrounding them
limited this growth by constraining financial resources and
management's attention. The combined company plans to focus on
late-stage R&D and early commercialization assets.
Low Leverage at Closing: Fitch expects leverage will be low for the
combined entity at deal close, with Mallinckrodt around 1.5x EBITDA
leverage and Endo around 4x leverage in 2024. The combined entity's
leverage should be around 3x, assuming $3.4 billion of combined
funded debt ($2.5 billion at Endo and $865 million at Mallinckrodt
at the end of 2024) prior to the realization of any cost
synergies.
Long-Term Policy Unclear: Fitch's understanding of the issuer's
long-term financial policy, particularly whether leverage will stay
at current levels or increase significantly for acquisitions, will
be important in determining any further positive rating momentum.
Fitch believes the combined company will pursue more substantial
business development to enhance its product pipeline.
Separation of Generics to Come: The companies intend to combine
then dispose of their generics businesses. The rating implications,
balancing diversification loss against proceeds for debt repayment
or redeployment, are currently unclear. Fitch will use the Rating
Watch period to assess the long-term financial policy, which should
become clearer once the combined company's management team and
Board of Directors are announced.
Product Risks Remain: Fitch assumes the markets for key products
(Acthar, InoMAX and XIAFLEX) will remain competitive and a
reversion to revenue declines could erode the recent positive
momentum.
MNK's Stand-Alone Credit Profile: The two notch upgrade of
Mallinckrodt's IDR to 'B+'/Positive Watch from 'B-'/Positive
Outlook reflects Fitch's view that stand-alone Mallinckrodt
benefits from low gross leverage (approximately 1.5x), 4x interest
coverage and low refinancing risk. However, these strengths are
offset by product concentration, a short-track record of stable
operations, and a weak pipeline of new product launches, which
elevate the risk of the company adopting a recapitalization
strategy with higher leverage to support growth-oriented business
development to counter these credit weaknesses.
Peer Analysis
MNK (B+/Positive Watch) is meaningfully smaller (in terms of
revenue/EBITDA) than its peers Jazz Pharmaceuticals plc (Jazz;
BB/Stable) and Bausch Health Companies Inc. (BHC; 'CCC'). MNK's
cash flow generation is weaker than both Jazz and BHC, but its
EBITDA leverage is lower than both and especially BHC's. MNK's
pipeline is similar to BHC's but sparser than Jazz's and a key
difference in their credit profiles.
Key Assumptions
- Revenues are generally flat in 2025-2027 relative to ex-Therakos
2024 levels assuming modest growth for Acthar and Specialty
Generics and continued declines for Inomax;
- EBITDA margins contract by about 150bps assuming revenues are
driven by volumes more so than price;
- The merger with Endo closes by Dec. 31, 2025 and contributes to
2026 revenues and EBITDA ($600 million to $650 million);
- Capex of around 6% of revenues;
- No acquisitions, dispositions, dividends or buybacks are formally
assumed in the event-driven forecast but Fitch assumes growth
investments will occur whether on a stand-alone basis or as a
combined entity.
Recovery Analysis
In assigning instrument ratings for issuers with a 'B+' or below
IDR, Fitch conducts a bespoke analysis. The recovery analysis
assumes that Mallinckrodt plc would be considered a going concern
in bankruptcy and that the company would be reorganized rather than
liquidated. Fitch estimates a going concern enterprise value (EV)
of $1.5 billion for Mallinckrodt plc and assumes that
administrative claims consume 10% of this value in the recovery
analysis.
The going concern EV (GCEV) is based upon estimates of
post-reorganization EBITDA and the assignment of an EBITDA
multiple. Fitch assumes a GCEV, which assumes both depletion of the
current position to reflect an assumed cause of distress that
provoked default, and a level of corrective action assumed to occur
during restructuring.
Fitch's estimate of Mallinckrodt plc 's going concern EBITDA of
$300 million reflects a scenario in which the company continues to
face significant share erosion with Acthar Gel and less so with
INOmax. Fitch has revised this assumption from $400 million at the
last rating action to reflect the sale of Therakos.
Fitch assumes in the scenario MNK would continue to invest in its
business related to R&D and marketing, with ongoing efforts to
improve operational efficiencies. Fitch assumes a recovery
enterprise value / EBITDA multiple of 5.0x which is lower than the
6.0x-7.0x Fitch typically assigns to specialty pharmaceutical
manufacturers. The multiple reflects the competitive headwinds that
Mallinckrodt plc faces with INOmax, while recognizing the relative
stability in a number of the company's other businesses.
Fitch applies a waterfall analysis to the going concern EV based on
the relative claims of the debt in the capital structure, and
assumes that the company would draw $160 million on its ABL
facility in a bankruptcy scenario. ST US AR Finance LLC's AR ABL
Facility. Fitch assumes $865 million of first-lien debt.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch's expectation of EBITDA leverage sustaining above 5x and
(CFO-capex) / debt below 5%;
- Deterioration of key products' revenues and/or insufficient
pipeline contributions;
- Interest coverage sustaining below 2.5x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Completion of the merger with Endo Inc.;
- Fitch's expectation of EBITDA leverage sustaining below 4x and
(CFO-capex) / debt exceeding 10%;
- Continued stabilization of key products and expectation of
meaningful contributions from new product launches.
Resolution of the Rating Watch will occur around the time of the
closing (which may be more than six months in the future) and Fitch
will use the rating watch period to assess factors including the
combined company's financial policies and capital deployment needs
against the Rating Sensitivities above. Fitch may affirm the 'B+'
IDR if there is limited visibility into the items above.
Liquidity and Debt Structure
Fitch expects MNK will maintain adequate liquidity with a $200
million A/R Facility due 2027, positive FCF and $382 million of
unrestricted cash as of Dec. 27, 2024 and no other debt maturities
until 2028.
Issuer Profile
Mallinckrodt Public Limited Company makes drugs used to treat pain
and various disorders in neurology, rheumatology, nephrology and
respiration. It operates with two business segments: Specialty
Branded Pharmaceuticals and Specialty Generics Pharmaceuticals.
Summary of Financial Adjustments
Fitch adds back stock compensation expense to EBITDA. In addition,
Fitch adds back fresh-start accounting adjustments and certain
opioid settlement payments to EBITDA.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
Mallinckrodt has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to pressure to contain healthcare spending
growth, the highly sensitive political environment and social
pressure to contain costs or restrict pricing. This has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Mallinckrodt CB LLC
senior secured LT BB+ Upgrade RR1 BB-
Mallinckrodt
International Finance SA
senior secured LT BB+ Upgrade RR1 BB-
Mallinckrodt plc LT IDR B+ Upgrade B-
ST US AR Finance LLC
senior secured LT BB+ Upgrade RR1 BB-
===========
T U R K E Y
===========
PETKIM PETROKIMYA: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Ratings has downgraded Petkim Petrokimya Holding A.S.'s
(Petkim) Corporate Family Rating to Caa1 from B3 and Probability of
Default Rating to Caa1-PD from B3-PD, and changed the outlook to
negative from stable.
RATINGS RATIONALE
The rating action reflects material deterioration in Petkim's
financial performance in 2023-24 due to difficult market
conditions, which are likely to persist in 2025, hindering any
improvement in the company's performance at least until 2026. As a
result, Petkim's balance sheet structure became unsustainable while
credit metrics weakened significantly in 2024 and will remain weak
over the next 12-18 months. The rating action also factors in the
company's very weak liquidity, with critical dependence on the
continuous roll-over of its short-term bank facilities. The
negative outlook reflects the uncertainty regarding the evolution
of Petkim's capital structure and liquidity and the recovery of its
credit metrics.
The rating action takes into account the significant downturn in
the global petrochemical industry which hurts the company's
domestic and international trade. Petkim's core markets started to
deteriorate in the second half of 2022, continued to worsen in
2023-24 and reached so far the lowest point in Q4 2024. The
downturn is caused by weak demand for petrochemical products, in
the EU in particular, and significant ongoing capacity expansion,
especially in China. The timing and pace of a sustainable market
recovery remains highly uncertain because it will likely require
capacity closures which may take time, leading to prolonged
volatility in prices and capacity utilisation rates. Therefore,
Moody's expects difficult market conditions to persist in 2025 and
some alleviation to emerge in 2026.
As a result of the weak market environment, Petkim's revenue
declined by 12% in 2023 and by 10% in 2024 to $2.4 billion.
Moody's-adjusted EBITDA margin deteriorated to 10%-11% in 2022-23
and 2% in 2024 from the average of 19% in 2018-21. The EBITDA
calculation for 2023-24 includes sizeable equity-accounted income
from the minority shareholding in the STAR Refinery, which is a
non-cash item. Absent this income, EBITDA margin would be 6% in
2023 and zero in 2024. Moody's expects the company's revenue to
decline below $2 billion in 2025 before some recovery in 2026.
Moody's-adjusted EBITDA margin will remain under pressure at 4%-5%
in 2025-26 or, excluding equity-accounted income, at 3%-4%.
As a result of lower EBITDA, Petkim's Moody's-adjusted debt/EBITDA
increased to 25.1x in 2024 from 4.5x in 2023 and will remain highly
elevated above 10.0x in 2025-26. Interest coverage, measured as
Moody's-adjusted EBITDA/interest expense, dropped to 0.4x in 2024
from 2.0x in 2023 and 3.4x in 2022, and is unlikely to increase
above 1.0x until 2026.
The company's liquidity remains very weak because of substantial
amount of short-term debt in its capital structure and negative
cash generation. The company had $231 million in cash as of
year-end 2024 which is insufficient to cover negative free cash
flow of around $100 million in 2025 and $703 million of short-term
debt. The short-term debt is mainly made of working capital
facilities that Petkim uses to purchase its naphtha. These
facilities have been historically rolled over and are mainly held
by Turkish banks. Moody's assumes that Petkim will roll over its
working capital facilities and be able to raise additional funds to
cover the cash gap. Its ability to refinance was indicated in
December 2024 when the company extended the maturity of its $300
million term loan from January 2026 to December 2027 and upsized it
to $400 million.
At the same time, Petkim benefits from its strategic importance to
State Oil Company of the Azerbaijan Republic (SOCAR, Ba1 positive),
which remains a supportive controlling shareholder. Given SOCAR's
investments and strategic business interest in Turkiye as well as
strong political ties between the governments of Azerbaijan and
Turkiye, Moody's assumes Petkim to receive timely direct or
indirect financial support from its majority shareholder, if
needed. Recently announced SOCAR's decision to invest around $7
billion into Turkish petrochemical sector, which is likely to
involve Petkim, is beneficial for the company in the long term.
In addition, Petkim's credit quality is supported by solid market
position in its domestic petrochemical market thanks to being the
only petrochemical complex in Turkiye, and having an established
distribution network and deep customer base. In addition, its
operations are supported by the ongoing cost savings and
integration with the STAR Refinery, a sister company. This is
balanced by Petkim's small scale and its operational and geographic
concentration at a single production facility in one country.
The company's credit quality is also supported by its investments
into other businesses which potentially could be monetised to
improve its capital structure and liquidity. In particular, Petkim
owns a 12% stake in the STAR Refinery and 93% in the Petlim
container port.
ESG CONSIDERATIONS
Petkim's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. Besides very high and
high exposure to environmental and social considerations, which are
in line with the industry, the company's CIS reflects high exposure
to governance risks driven primarily by aggressive financial
policies, including relatively high financial leverage, reliance on
short-term debt funding, and concentrated ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive pressure on the rating could emerge if there is a
significant improvement in Petkim's credit metrics and liquidity,
which could be a result of sustainable material improvements in
petrochemical market environment, sizeable financial support from
SOCAR or recapitalisation of the company that may involve the sale
of assets or external long-term funding.
Downward rating pressure could arise if there is further
deterioration in liquidity, including higher refinancing risk, or
credit metrics remain very weak for a prolonged period. The rating
could also be downgraded if Moody's reassess the level of potential
support from SOCAR.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemicals
published in October 2023.
CORPORATE PROFILE
Petkim Petrokimya Holding A.S. is the sole petrochemical producer
in Turkiye and was established in 1965 by the Turkish government.
The company is listed since 1990 on the Istanbul Stock Exchange and
was fully privatized in 2008. Petkim is 51% owned by SOCAR Turkey
Energy A.S. (STEAS), which in turn is wholly-owned by State Oil
Company of the Azerbaijan Republic (SOCAR, Ba1 positive) while the
remaining 49% is publicly listed.
The company's operations are located in Aliaga, about 50 kilometers
from Izmir in western Turkiye. The petrochemical complex has 14
primary production units including a 588,000 ton/year ethylene
cracker. Using naphtha as a feedstock, the company produces 15
different petrochemical products that can be categorised into (1)
thermoplastic polymers such as polyvinyl chloride (PVC),
low-density polyethylene (LDPE), high-density polyethylene (HDPE)
and polypropylene (PP); (2) fiber raw materials such as
acrylonitrile (ACN), monoethylene glycol (MEG) and purified
terephthalic acid (PTA); and (3) other co-products such as benzene
and paraxylene among others. About 50%-60% of the company's
products are sold domestically while the remaining, many of which
are aromatics that have little demand within the country, are
exported. In 2024, Petkim generated revenue of TRY77.4 billion
($2.4 billion) and Moody's-adjusted EBITDA of TRY1.7 billion ($51
million).
YAPI KREDI: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Yapi Kredi Finansal Kiralama A.O.'s
(Yapi Kredi Leasing) and Is Finansal Kiralama Anonim Sirketi's (Is
Leasing) Long-Term Foreign-and Local-Currency Issuer Default
Ratings (IDRs) at 'BB-'. The two Turkish non-bank financial
institutions' (NBFI) National Ratings have been affirmed at
'AA-(tur)'. The Outlooks are all Stable, mirroring those on the
companies' respective parents, Yapi ve Kredi Bankasi A.S.
(BB-/Stable) and Turkiye Is Bankasi A.S. (BB-/Stable).
Key Rating Drivers
Support-Driven Ratings: The NBFIs' Long-Term IDRs are equalised
with those of their respective parents, reflecting Fitch's view
that they are core and highly integrated subsidiaries. Fitch is not
able to assess the subsidiaries' intrinsic strength as the two
companies are highly integrated within their respective parents and
their franchises rely heavily on their parents. The ratings are
driven by potential shareholder support, but capped at 'BB-' by
their parents' Long-Term Foreign-Currency IDRs.
Highly Integrated Subsidiaries: The ratings of the NBFI
subsidiaries reflect their close integration within and ultimate
full or majority ownership by their parent banks, as well as the
reputational risk of default for their broader groups. The
subsidiaries offer leasing and factoring services in the domestic
Turkish market.
High Support Propensity: The cost of support for the parent banks
would be limited as the subsidiaries are small compared with their
parents and their total assets usually do not exceed 2% of group
assets. Together with other support factors listed above, this
underpins its view of the parents' very high propensity for
support. However, the ability to support is limited by the parents'
creditworthiness, as reflected in their ratings.
National Ratings: The National Ratings and Outlooks are equalised
with those of the parents. Their affirmation reflects its view that
the NBFIs' creditworthiness in local currency relative to that of
other Turkish issuers is unchanged.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The Long-Term IDRs are sensitive to a downgrade of their parents'
Long-Term IDRs. A downgrade of the parents' National Ratings would
also be likely mirrored in the subsidiaries' ratings.
The ratings could be notched down from their parents on material
deterioration in the parents' propensity or ability to support or
if the subsidiaries become materially larger relative to the
parents' ability to support.
The ratings could also be notched down from their parents' if the
subsidiaries' strategic importance is materially reduced through,
for example, weaker operational and management integration, reduced
ownership, or a prolonged period of under-performance
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of the parents' ratings or a revision of the Outlooks
would be reflected in the subsidiaries' ratings and Outlooks.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
Public Ratings with Credit Linkage to other ratings
The entities' ratings are linked to their parent bank's ratings.
ESG Considerations
The NBFI subsidiaries have ESG Relevance Scores of '4' for
Management Strategy in line with their respective parents'
Management and Strategy ESG Relevance Score. This reflects the high
regulatory burden on most Turkish banks. The management's ability
to determine strategy is constrained by regulations and creates an
additional operational burden for the respective parent banks. The
alignment reflects Fitch's view of high integration.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Is Finansal
Kiralama Anonim
Sirketi LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA-(tur) Affirmed AA-(tur)
Shareholder Support bb- Affirmed bb-
Yapi Kredi
Finansal
Kiralama A.O. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA-(tur) Affirmed AA-(tur)
Shareholder Support bb- Affirmed bb-
===========================
U N I T E D K I N G D O M
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BLITZEN NO.1: Fitch Affirms 'BB+sf' Rating on Class F Notes
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Fitch Ratings has upgraded Blitzen Securities No.1 PLC's class C, D
and E notes.
Entity/Debt Rating Prior
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Blitzen Securities No.1 PLC
Class A XS2374596109 LT AAAsf Affirmed AAAsf
Class B XS2374597255 LT AAAsf Affirmed AAAsf
Class C XS2374597503 LT AAAsf Upgrade AA+sf
Class D XS2374597768 LT AA+sf Upgrade A+sf
Class E XS2374597925 LT BBB+sf Upgrade BBBsf
Class F XS2374598576 LT BB+sf Affirmed BB+sf
Transaction Summary
Blitzen Securities No.1 PLC is a securitisation of owner-occupied
mortgages originated by Santander UK. The portfolio comprises
first-time buyers (FTB), with original loan-to-value ratios ranging
between 85% and 95%.
KEY RATING DRIVERS
Stable Asset Performance: One- and three-month plus arrears are
well below Fitch's Prime index. The transaction's performance has
been slightly deteriorating, but from a relatively strong base and
largely due to the rapid portfolio amortisation. One-month plus
arrears stand at 1.92% compared with 0.82% as of the last review.
Late-stage arrears are 0.85% up from 0.53% at last review.
Build-up of CE: Fixed-rate loans have started reaching their
reversion dates and are taken out of the portfolio as they
refinance in line with the transaction documentation. This has led
to a strong build-up of credit enhancement (CE) since closing.
Paydown due to amortisation of the pool has further contributed to
the build-up of CE, which for the class C notes is 13.8% compared
with 6% at closing. CE for the class D notes has increased to 7.0%
at this review from 3.0% at closing. The increase in CE and stable
asset performance have contributed to the upgrades of the class C
and D notes.
Over-hedging of Structure: The majority of the loans currently pay
a fixed interest rate (reverting to the Santander follow-on rate),
while the notes pay a SONIA-linked floating rate. The issuer
entered into a swap at closing to mitigate the interest-rate risk
arising from the fixed-rate mortgages in the pool. Following
fixed-rate loan reversions and the resulting portfolio
amortisation, the defined notional balance of the swap has led to
over-hedging in the structure. This results in increased available
revenue funds in rising interest-rate scenarios and reduced
available revenue funds in decreasing interest-rate scenarios.
High Concentration of FTBs: All borrowers in the collateral
portfolio are FTBs. Fitch views FTBs as more likely to suffer
foreclosure than other borrowers and views their concentration in
the pool as significant. As per Fitch's criteria, an upwards
adjustment of 1.4x has been applied to each loan. Given the impact
on the foreclosure frequency (FF), accessibility to affordable
housing for FTBs is a factor affecting Fitch's ESG scores.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening asset performance is
strongly correlated to increasing levels of delinquencies and
defaults that could reduce CE available to the notes. Additionally,
unanticipated declines in recoveries could also result in lower net
proceeds, which may make certain notes susceptible to potential
negative rating action depending on the extent of the decline in
recoveries.
Fitch tested a 15% increase in the weighted average (WA) FF and a
15% decrease in the WA recovery rate (RR). The results indicate
downgrades of up to two notches for the class D and E notes and
four notches for the class F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%. The results indicate upgrades of up to one notch for the
class D notes and up to three notches for the class E notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Blitzen Securities No.1 PLC has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due the
significant concentration of FTBs, which are characterised by a
higher credit risk profile than other borrowers' and may affect the
credit risk of the transaction. This has a negative impact on the
credit profile and is relevant to the ratings in conjunction with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
EM MIDCO 2: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Ratings affirmed the B3 long term corporate family rating
and B3-PD probability of default rating of EM Midco 2 Limited
(Element Materials Technology, Element or the company), a UK
headquartered materials and product qualification testing company.
Concurrently, Moody's affirmed the rating of the backed senior
secured bank credit facilities borrowed by Element Materials
Technology Grp US Hld Inc and EM Bidco Limited at B3. The outlook
of all entities has been changed to stable from positive.
The rating reflects:
-- Element's underperformance in the second half of 2024 with
limited growth in EBITDA and high company exceptional costs
included in Moody's credit metrics.
-- Moody's expectations of weak credit metrics over the next 12-18
months, particularly interest cover as measured by Moody's adjusted
EBITA/ interest expense below 1x and, free cash flow which Moody's
expects to remain negative.
-- Element's adequate liquidity, with no maturities until December
2028 and a supportive majority shareholder.
RATINGS RATIONALE
In 2024, the company maintained its adjusted EBITDA $280 million,
the same as in 2023. Moody's had expected a marked improvement in
2024 and 2025, leaning towards potential positive ratings pressure.
Instead, the company's performance was hurt in 2024, mainly in its
aerospace business due to the impact of the Boeing Company (The)'s
(Baa3 negative) strikes and underperformance at its Life Sciences
business.
Moody's recognizes that the company has implemented cost-cutting
initiatives at the end of the year, totalling around $40 million of
annual savings, and Moody's factors this into Moody's updated
forecasts along with some recovery in 2025. Although this results
in Moody's adjusted gross debt to EBITDA improving to around 7.8x
in 2025 from 8.8x in 2024 (based on preliminary results), Moody's
expects interest coverage, as measured by Moody's adjusted debt to
EBITA, to remain below 1x. Moody's do not foresee the company
turning free cash flow positive in the next 12-18 months. These
metrics are weakly positioned in the rating category, and without
material improvements in earnings negative pressure on the rating
could develop.
B3 CFR continues to reflect (1) the group's established position in
the Testing, Inspection and Certification (TIC) sector, with high
barriers to entry due to the technically demanding testing market
and significant switching costs for customers; (2) the critical and
non-discretionary nature of the group's testing services for its
customers, largely in resilient industries with zero or low
tolerance for failure and; (3) Element's business diversification
across various markets.
Conversely, the CFR is constrained by Element's weak credit
metrics, particularly the low interest cover and negative free cash
flow generation, impacted by weaker than Moody's previously
expected performance and higher one-off costs. Element is also
exposed to cyclical end-markets, such as commercial aerospace and
energy, which account for around one quarter of 2024 revenues (pro
forma for acquisitions).
LIQUIDITY
Moody's considers Element's liquidity to be adequate. On December
31, 2024, the company had $124 million of cash on balance sheet. It
had $384 million available under the combined committed $200
million backed senior secured first lien revolving credit facility
(RCF) and $200 million backed senior secured acquisition / capex
facility. However, Moody's expects the company to draw on its RCF
to meet its cash flow requirements. The RCF is subject to a
springing first lien net leverage covenant (9.1x senior secured
leverage ratio), when drawings exceed 40% and currently has around
30% headroom. The company has no imminent liquidity concerns. The
next maturity is in December 2028 for the RCF and acquisition /
capex facility, followed by June 2029 for the first lien term
loans.
STRUCTURAL CONSIDERATIONS
The backed senior secured first-lien term loans, RCF and
acquisition / capex facility, all rank pari passu. These facilities
benefit from first lien guarantees from all material subsidiaries
covering at least 80% of the consolidated EBITDA. They are secured
by a first-lien pledge over substantially all tangible and
intangible assets of the borrowers and guarantors in the US and by
shares, bank accounts, intra-group receivables and a floating
charge in England & Wales. The B3 instrument rating of the first
lien facilities is in line with the B3 CFR given the planned
repayment of the second lien term loan facility.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects Moody's expectations of material
improvement in earnings over the next 12-18 months, which will
better align credit metrics with the B3 CFR. Moody's further assume
that liquidity will remain adequate and that any larger
acquisitions will not lead to material re-leveraging. The outlook
also reflects continued strong support from the shareholders, as
evidenced by the recent equity injections by the majority
shareholder.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could occur if Moody's-adjusted debt/EBITDA
decreases towards 6.5x, Moody's-adjusted free cash flow/debt is
positive, interest coverage as measured by Moody's adjusted EBITA/
interest expense increases towards 1.5x and liquidity remains
adequate.
Downward pressure on the rating could develop if Element is unable
to grow its EBITDA, resulting in continued high leverage; free cash
flow remains negative for a sustained period, interest coverage as
measured by Moody's adjusted EBITA/ interest expense remains below
1.0x or liquidity weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CORPORATE PROFILE
Headquartered in the UK, Element is an independent provider of
materials and product qualification testing, offering a full suite
of laboratory-based services. The company specialises in the
aerospace, space & defence, connected technology, life sciences,
mobility, energy & transition and built environment sectors. It
operates mainly in the US and Europe with a growing presence in
Asia. Its services cover technically demanding testing for a broad
range of advanced materials, components, products and systems. The
testing is to ensure compliance with safety, performance and
quality standards imposed by customers, accreditation bodies and
regulatory authorities.
In 2022, Temasek Holdings (Private) Limited (Temasek, Aaa stable),
a Singapore-based investment company became the majority owner of
the group.
EUROMASTR 2007-1V: Fitch Lowers Rating on Class E Notes to 'B-sf'
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Fitch Ratings has downgraded EuroMASTR Series 2007-1V plc 's class
D and E notes and affirmed the others.
Entity/Debt Rating Prior
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EuroMASTR Series 2007-1V plc
Class A2 XS0305763061 LT AAAsf Affirmed AAAsf
Class B XS0305764036 LT AAAsf Affirmed AAAsf
Class C XS0305766080 LT AAAsf Affirmed AAAsf
Class D XS0305766320 LT BBBsf Downgrade Asf
Class E XS0305766676 LT B-sf Downgrade BB+sf
Transaction Summary
The transaction is a securitisation of owner-occupied (OO) and
buy-to-let mortgages originated in the UK by Victoria Mortgage
Funding and serviced by BCMGlobal Mortgage Services Limited.
KEY RATING DRIVERS
Asset Portfolio Reducing, Weak Performance: As of the December 2024
payment date, one-month plus and three-month plus arrears were
36.4% and 25.5%, respectively, (33.8% and 19.6% at the December
2023 payment date). The arrears levels as a percentage of the total
pool are considerably higher than in peer transactions. Limited
repossession activities since 2019, which could reduce late stage
arrears figures, remain a key driver of the high arrears
percentagein the pool.
However, the number of loans in arrears and the notional amount of
loans in arrears have decreased compared with 12 months ago,
suggesting some stabilisation in arrears build-up. Despite this
decline, the risk of migration to late-stage arrears remains a
significant rating driver. This is especially pertinent given the
small size of the pool (GBP35.9 million as of November 2024 pool
cut-off date), which implies that even a small number of loans
moving into arrears could significantly impact the applied weighted
average foreclosure frequency (WAFF) on the outstanding portfolio.
Downgrades Reflect Increased Third-Party Fees: The downgrades of
the class D and E notes reflects persistently high third-party fees
in the transaction, contrary to its expectation that fees would
reduce after completion of SONIA transition for notes and mortgage
loans. Fitch has increased its annual senior fee assumption to
align with current levels in the transaction. Due to the elevated
arrears, and their increase as a percentage of the outstanding
portfolio balance, loan management costs are now higher than its
criteria assumptions. Given their junior position in the waterfall,
this dynamic resulted in lower model-implied ratings for the class
D and E notes, leading to their downgrades.
Pool Granularity and Tail Risk: The Negative Outlooks on the class
D and E notes reflect Fitch's expectation that pool granularity
will continue to reduce, leading to an increase in borrower
concentration. This risk is further heightened by the notes'
exposure to significant tail risk due to interest-only (IO) OO
loans, which account for 79.2% of the loan portfolio. Consequently,
the notes' repayment is heavily dependent on the extent to which
these IO OO loans meet their bullet obligations, particularly
between 2030 and 2032, when a significant portion mature.
GRF Below Target: The transaction benefits from a general reserve
fund (GRF), which provides liquidity to the class A to E notes. As
of the December 2024 payment date, the GRF was below target, at 75%
of the target amount due to its depletion by larger third party
fees, and it has not yet been fully replenished.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes.
Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries. Fitch found that a 15% WAFF increase and a 15% weighted
average recovery rate (WARR) decrease would result in downgrades of
three notches for the class C notes and four notches for the the
class D notes. This sensitivity would result in a downgrade of the
class E notes to the distressed rating category.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades. Fitch found that a 15% decrease in the WAFF
and a 15% increase in the WARR would lead to upgrades of four
notches for the class D notes, and up to five notches for the class
E notes.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of EuroMASTR Series 2007-1V plc's
initial closing. The subsequent performance of the transaction over
the years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
compliance risks including fair lending practices, mis-selling,
repossession/foreclosure practices and consumer data protection
(data security), which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.
EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due to
accessibility to affordable housing, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
FUTURE HIGH: FRP Advisory Named as Joint Administrators
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Future High Street Living (Digbeth) Limited was placed into
administration proceedings in the High Court of Justice
Business and Property Courts in Manchester, Insolvency & Companies
List (ChD) Court Number: CR-2025-MAN-000400, and Gary Hargreaves
and Anthony Collier of FRP Advisory Trading Limited, were appointed
as joint administrators on March 17, 2025.
Future High specialized in buying and selling of own real estate.
Its registered office is at 33 Wolverhampton Road, Cannock, WS11
1AP in the process of being changed to C/o FRP Advisory Trading
Limited, Derby House, 12 Winckley Square, Preston, PR1 3JJ.
Its principal trading address is at S&K Building, Birchall Street,
Digbeth, Birmingham, B12 0RP.
The joint administrators can be reached at:
Gary Hargreaves
Anthony Collier
FRP Advisory Trading Limited
Derby House, 12 Winckley Square
Preston, PR1 3JJ
Further details contact:
The Joint Administrators
Tel No: 01772 440700
Alternative contact:
Katy Flynn
Email: cp.preston@frpadvisory.com
HAZEL RESIDENTIAL: Fitch Assigns 'B-(EXP)sf' Rating on Class F Debt
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Fitch Ratings has assigned Hazel Residential PLC's notes expected
ratings.
The assignment of final ratings is contingent on the receipt of
final documents confirming to the information already reviewed.
Entity/Debt Rating
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Hazel Residential PLC
A Loan LT AAA(EXP)sf Expected Rating
A XS3021376846 LT AAA(EXP)sf Expected Rating
B XS3021376929 LT AA(EXP)sf Expected Rating
C XS3021377141 LT A(EXP)sf Expected Rating
D XS3021377224 LT BBB(EXP)sf Expected Rating
E XS3021377497 LT BB(EXP)sf Expected Rating
F XS3021377570 LT B-(EXP)sf Expected Rating
RFN XS3021377653 LT CC(EXP)sf Expected Rating
Z XS3021377737 LT NR(EXP)sf Expected Rating
Transaction Summary
This transaction is a static securitisation containing a mixed pool
of seasoned owner-occupied (OO) loans (95.8%) and buy-to-let (BTL)
loans (4.2%) originated by Santander UK (STUK) and its predecessor
building societies. STUK remains the legal title holder and the
servicer of the assets.
KEY RATING DRIVERS
High Arrears, Seasoned Portfolio: The pool consists predominantly
of OO mortgages originated by STUK and its predecessors, with
weighted average (WA) seasoning of 12.6 years. Although 58.4% of
the loans are pre-2014 originations, the characteristics of the
pool are typical of prime RMBS transactions: 88.3% of the borrowers
had verified income and limited adverse credit markers at
origination. However, the pool was selected to include weaker
loans, including 16.2% of restructured loans. Arrears are also
high, with loans with more than three payments in arrears
representing 8.6%.
Fitch modelled the pool on the prime matrix and has also considered
the historical performance of the pool in its analysis. Performance
has been worse than Fitch's prime index and consequently the agency
has applied an originator adjustment of 1.5x.
Product Switches, Limited Interest Rate Risk: Any product switches
to a fixed rate granted by STUK for non-forbearance-related reasons
will be repurchased from the pool. Product switches to a fixed-rate
loan for borrowers in arrears (forbearance-related) will be
retained in the pool. In these situations, STUK offers a fixed
product for 12 months, based on a discount from its standard
variable rate (SVR), mitigating interest-rate mismatch. Fitch has
applied a 5% decrease on the asset margin to capture the potential
use of discounted rate for arrears management and deteriorating
cash flows from borrowers.
Hedging Schedule on Notional Bounds: At closing, 75.3% of the loans
will pay a fixed interest rate (reverting to a floating rate),
while the notes will pay a SONIA-linked floating rate. The issuer
will enter into a swap at closing to mitigate the interest rate
risk arising from the fixed-rate mortgages in the pool. The swap
features a notional balance based on the outstanding balance of the
fixed-rate loans, subject to upper and lower notional bounds, which
could lead to over-hedging due to defaults or prepayments. This
could reduce available revenues in decreasing interest rate
scenarios.
Non-Payers and Pay Rates: Around 1.6% of the pool represents
advances to borrowers that did not make any scheduled payments over
three consecutive months before November 2024. The WA pay rate
remained close to 100% before dipping to around 40% between 2020
and 2021 and has since improved to around 100%. To address the risk
of fluctuating cash flows and yield compression, Fitch assumed a 2%
margin in rising interest rate scenarios for SVR loans, which is at
the lower end of its criteria range.
Deviation from Model-Implied Ratings: The long seasoning of some
loans results in low sustainable loan-to-value ratios, given the
benefit of property price indexation, which in turn results in
Fitch's ResiGlobal asset model predicting high recovery rates. To
account for potentially higher than expected losses from
non-performing loans in the pool, as recovery rates on repossessed
properties have been lower than suggested by the seasoning on the
assets, Fitch has assigned ratings assuming a 5% decrease in the WA
recovery rate (WARR).The assigned ratings are one notch below the
base model-implied ratings for the class B, C and E notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce the credit enhancement
available to the notes. In addition, unexpected declines in
recoveries could result in lower net proceeds, which may make some
notes' ratings susceptible to potential negative rating action
depending on the extent of the decline in recoveries.
Fitch conducts sensitivity analyses by stressing a transaction's
base-case foreclosure frequency and receovery rate assumptions.
Fitch found that a 15% increase in the WA foreclosure frequency
(FF) and a 15% decrease in the WARR indicates model-implied
downgrades of three notches for the class A, B and C notes and five
notches for the class D notes. The class E, F and RFN notes would
be assigned distressed ratings in this scenario.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potential upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the WAFF of 15% and an increase
in the WARR of 15%. This leads to upgrades of one notch for the
class B notes, four notches for the class C, D and E notes and five
notches for the class F notes. The class A notes are at the highest
achievable rating on Fitch's scale and cannot be upgraded, and the
class RFN notes would remain at their distressed rating.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte LLP. The third-party due diligence described
in Form 15E focused on validating loan level data against the
relevant sources. Fitch considered this information in its analysis
and it did not have an effect on Fitch's analysis or conclusions.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
INSPIRED ENTERTAINMENT: Fitch Cuts IDR to 'B+', Placed on Watch Neg
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Fitch Ratings has downgraded Inspired Entertainment, Inc.'s
Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. Fitch has
also downgraded Inspired Entertainment (Financing) PLC's senior
secured instrument rating to 'B+' from 'BB-'. Its Recovery Rating
remains at 'RR2'. All ratings have been placed on Rating Watch
Negative (RWN).
The downgrade reflects deterioration in Inspired's financial
profile in 2024, following its failure to return to positive free
cash flow (FCF) generation. Fitch estimates this to have led to
shrinking liquidity headroom ahead of its upcoming 2026 notes
maturity.
The RWN reflects the lack of an advanced refinancing plan at less
than 18 months to its upcoming notes maturity, in combination with
a largely drawn revolving credit facility (RCF) due 2025. Fitch
expects to resolve the Rating Watch once the new long-term capital
structure is in place. Inability to address refinancing by June
2025 will lead to a downgrade.
Key Rating Drivers
Looming Refinancing Pressure: Inspired's 2026 senior secured notes
will become current in June 2025, and its RCF matures in November
2025. Refinancing risk is currently driving its credit profile, and
its current forecast assumes that a new capital structure will be
in place by mid-2025. Fitch estimates a thin cash balance at
end-2024 of around USD25 million and therefore expect that the
refinancing amount will likely involve extending the maturity of
the currently largely drawn RCF, slightly re-leveraging Inspired,
although pro-forma leverage will still be moderate for a low 'b'
category credit.
Mixed Performance Across Segments: Fitch estimates that Inspired's
revenues in 2024 to have declined 6%, with an EBITDAR margin 300bp
below 2022 levels. Weak performance of its virtual segment was
partially offset by strong growth in the interactive segment,
leading to broadly flat EBITDAR in absolute terms. These two
high-margin segments generate over 50% of Inspired's EBITDA since
2022, compensating the stagnating gaming and leisure segment
performance, in line with the UK retail gaming market. Fitch views
consistent growth and stable profitability within the virtual and
interactive segments as key to its business profile improvement.
Challenges to Consistent FCF Generation: Inspired's B2B business
model allows it to generate higher profitability than most B2B
operators in the gaming industry. However, high capital intensity
(12%-14% of revenues in Fitch forecasts), coupled with volatile
working capital, has kept FCF negative since 2020. In 2024,
negative FCF was largely driven by remediation of restatement
activity that Fitch does not consider to be recurring. Fitch
forecasts a flat FCF margin in 2025, as Fitch expects Inspired to
contain working capital-related outflows. Weak FCF conversion adds
vulnerability, but faster growth in the more capital-efficient
virtual and interactive segments, along with a reduced focus on the
more capital-intensive segments such as leisure parks, should
support improvement in FCF margins over the long term.
Low Leverage for Rating: Inspired's financial policy remains
conservative, and the lack of EBITDA growth was balanced by broadly
stable debt aside from the drawings under its revolving credit
facility (RCF). Fitch estimates its EBITDAR leverage at 3.6x at
end-2024 and expect a slight increase to 3.7x in 2025, followed by
gradual organic deleveraging towards 3.3x in 2027. This is low for
the 'B-' IDR, resulting in sizeable leverage rating headroom.
Geographic Concentration Remains High: Inspired's geographic
revenue concentration remains high within the gaming and leisure
segments, which continued to generate around 70% of revenues in
2024. Inspired has increased its geographic diversification through
expansion of its virtual and interactive businesses in the US
market, as well as the gaming segment, with sales of video lottery
terminal machines in the US. Although expansion is an important
driver of reducing its dependence on the highly regulated UK
market, very high concentration on two core markets still results
in geographic revenue diversification materially below that of most
of its peers.
Moderate Exposure to Regulatory Risks: About 50% of Inspired's
revenue remains gaming-related, despite some diversification into
non-regulated (leisure) and currently less regulated (virtual
sports) segments. Although not directly exposed to many regulatory
restrictions, Inspired can be affected through more onerous
contract terms with its customers: business to consumer (B2C)
gaming companies. In the short to medium term, Fitch views this
risk as mostly relevant to the interactive segment that generates
around 13% of revenue, as Fitch expects iGaming to be the primary
target of both responsible gaming regulation and fiscal pressure by
the governments.
Peer Analysis
Inspired is a medium-sized B2B gaming technology company, with
similar EBITDA scale but higher visibility of revenues compared
with Intralot S.A. (CCC+), another gaming company with a high B2B
focus. Inspired compares well in leverage and geographic
diversification to Meuse Bidco SA (B+/Stable), the Belgian gaming
operator of the Gaming1 brand, although the latter is larger,
enjoys more supportive regulation in its core market, as well as
lower capex intensity and more comfortable debt maturity headroom.
Inspired is considerably smaller and has weaker FCF than its global
peers such as International Game Technology plc (BB+/Rating Watch
Positive) and Light & Wonder, Inc. (BB/Stable). This, along with
limited financial flexibility, constrains Inspired's ability to
compete should these larger groups resort to an aggressive
marketing and pricing strategy. This is partially mitigated by
Inspired's strong presence in the fast-growing gaming software
market across a diverse number of countries.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Revenue up 1% in 2026-2027, excluding low-margin hardware sales,
after falling 6% in 2024
- Organic revenue flat in 2025, before growing 5% in 2026-2027
- FX negative impact of around 3% on 2025 sales
- EBITDA margin recovering gradually to 31% by 2026, from 29% in
2024
- Annual capex of about USD35 million on average over 2024-2027
- No dividends or acquisitions over the next four years
- Timely refinancing of senior secured notes and GBP15 million
drawn RCF
Recovery Analysis
Fitch assumes that Inspired would be considered a going concern
(GC) in bankruptcy and that it would be re-organised rather than
liquidated.
The GC EBITDA estimate reflects its view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation. In its bespoke GC recovery analysis, Fitch
considered an estimated post-restructuring EBITDA available to
creditors of around GBP50 million, consistent with its previous
assessment.
Fitch applied a distressed enterprise value (EV)/EBITDA multiple of
5x, in line with the mid-point Fitch uses for the corporate
portfolio outside of the US. In its view, the high intangible value
of Inspired's brands and high switching cost for customers is
offset by the moderate size of the company, combined with
regulatory pressure on gaming operators. This multiple is aligned
with that of comparable companies in the same sector.
As per its criteria, the GBP20 million super senior secured RCF,
which Fitch assumes fully drawn at default, ranks ahead of its
GBP235 million senior secured notes.
After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery for the senior
secured notes in the 'RR2' band, indicating a 'B+' instrument
rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Absence of credible refinancing options 12 months ahead of the
senior secured notes maturity
- Exhausted liquidity headroom with RCF consistently drawn in
combination with negative FCF
- Weaker-than expected profitability due to loss of contracts or
weaker terms of contracts, a more negative impact from US tariffs,
or lack of control on cost leading to EBITDAR leverage above 5.0x
and EBITDAR fixed charge coverage below 1.8x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Consistent growth in scale and EBITDA, while maintaining EBITDAR
fixed charge coverage above 2.5x and FCF margins in high single
digits
- EBITDAR leverage below 4.0x on a sustained basis
Liquidity and Debt Structure
Fitch estimates liquidity to have deteriorated at end-2024, with a
cash balance of around USD25 million (after Fitch's USD3 million
cash restriction for operational requirements), about USD20 million
lower than its previous forecast. Fitch assumes that the RCF was
mostly drawn as of end-2024, with an undrawn GBP5 million providing
little liquidity support.
The recent lack of consistent FCF generation puts additional
pressure on liquidity, leading us to assume imminent refinancing of
the RCF, together with the upcoming 2026 notes.
Issuer Profile
Inspired is a global B2B gaming technology company providing
content, platform and other services to online and land-based
regulated lottery, betting and gaming operators worldwide. It is
involved across the gaming machine value chain from manufacturing
to distribution and management.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
Inspired has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny on the sector, amid a greater awareness around
social implications of gaming addiction and an increasing focus on
responsible gaming. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.
Inspired has an ESG Relevance Score of '4' for Financial
Transparency due to the recent delayed publication of its quarterly
and annual accounts and restatements made to 2022 and 2023 accounts
related to expense capitalisation methods. This has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Inspired Entertainment
(Financing) PLC
senior secured LT B+ Downgrade RR2 BB-
Inspired Entertainment, Inc. LT IDR B- Downgrade B
NAVIGATOR HOLDINGS: Warns of Going Concern, Plans Debt Refinancing
------------------------------------------------------------------
Navigator Holdings Ltd. disclosed in a Form 6-K Report filed with
the U.S. Securities and Exchange Commission for the Quarter Ended
December 31, 2024, that there is substantial doubt about its
ability to continue as a going concern.
According to the Company, its primary sources of funds are cash and
cash equivalents, cash from operations, undrawn bank borrowings,
and proceeds from bond issuances. "As of December 31, 2024, we had
unrestricted cash and cash equivalents of $130.8 million,
restricted cash of $9 million, and available but undrawn credit
facilities of $nil providing, the Company with total liquidity of
$139.8 million as of December 31, 2024."
"As of December 31, 2024, our total current liabilities exceeded
our total current assets by approximately $98.4 million, primarily
due to our $210 million Secured Revolving Credit Facility that will
mature on September 17, 2025, and has an outstanding balance of
$136 million due on its maturity date. Our secured term loan
facilities and revolving credit facilities contain covenants that
require that the borrowers have liquidity of no less than (i) $35
million or $50 million, as applicable to the relevant loan
facility, or (ii) 5% of total debt (representing $38.6 million as
of December 31, 2024), whichever is greater."
The Company has a responsibility to evaluate whether conditions
and/or events raise substantial doubt over its ability to meet its
future financial obligations as they become due within one year
after the date that the financial statements are due to be issued.
The Company's $210 million September 2020 Secured Revolving Credit
Facility matures on September 17, 2025, which is within 12 months
of the planned issuance of these consolidated financial statements.
On that maturity date a repayment of $136 million in respect of the
loan facility falls due. The Company anticipates that in the
absence of further refinancings or other sources of liquidity, the
Company would be unable to meet its future financial obligations.
This represents substantial doubt about the Company's ability to
continue as a going concern. Management has commenced a process to
refinance the September 2020 Secured Revolving Credit Facility and,
through discussions with potential lenders, expects to complete
this refinance in the second quarter of 2025.
The Company withdrew $28.5 million of its $111.8 million Term Loan
and Revolving Credit Facility in December 2024 and $40 million of
its $210 million Term Loan and Revolving Credit Facility in
December 2024. As of December 31, 2024 the Company has $nil
available to be redrawn under the terms of its available Term Loan
and Revolving Credit Facilities.
On February 7, 2025, the Company entered into the February 2025
Facility, to partially finance the purchase price of the three
Purchased Vessels and used cash on hand to pay the remainder of the
purchase price. The February 2025 Facility matures on June 7, 2026,
however the borrower has an option to extend the facility for a
further 18 months. The facility is non-amortizing for the period to
June 7, 2026, and has a balloon repayment of $25.0 million if the
18-month extension option is to be exercised, and bears interest at
a rate of Term SOFR plus 180 basis points.
On October 17, 2024 the Company successfully issued $100 million of
new Senior Unsecured Bonds in the Nordic bond market. The 2024
Bonds mature in October 2029 and bear a fixed coupon of 7.25% per
annum.
In connection with the 2024 Bonds issuance, the Company exercised a
call option to repurchase $100 million of its existing $100 million
Senior Unsecured Bonds issued in 2020 with ISIN NO0010891955 and a
maturity date in September 30, 2025. Navigator exercised the call
option on the 2020 Bonds at 101.6% of par value plus accrued
interest and the transaction settled on November 1, 2024.
On August 9, 2024, the Company entered into a secured term loan
facility with Crédit Agricole Corporate and Investment Bank, ING
Bank N.V., and Skandinaviska Enskilda Banken AB (Publ), to
refinance its March 2019 secured term loan that was due to mature
in March 2025, to fund the repurchase of the Navigator Aurora
pursuant to the Company's existing October 2019 sale and leaseback
arrangement related to that vessel which, based on a termination
notice it issued to the lessor in May 2024, terminated on October
29, 2024, and for general corporate and working capital purposes.
The March 2019 secured term loan was fully repaid. The August 2024
Facility has a term of six years maturing in August 2030 and is for
a maximum principal amount of $147.6 million of which $145.0
million was drawn during the third quarter of 2024. The remainder
of the maximum available principal amount was drawn down on October
29, 2024. The balance amortizes quarterly followed by a final
balloon payment in August 2030 of $63.9 million, and bears interest
at a rate of Term SOFR plus 190 basis points, which margin includes
a 5-basis point sustainability-linked element.
"Our primary uses of funds are drydocking and other vessel
maintenance expenditures, voyage expenses, vessel operating
expenses, general and administrative costs, insurance costs,
expenditures incurred in connection with ensuring that our vessels
comply with international and regulatory standards, financing
expenses, quarterly repayment of bank loans and the Terminal
Expansion Project. We also expect to use funds in connection with
our Return of Capital policy. In addition, our medium-term and
long-term liquidity needs relate to debt repayments, repayment of
bonds, payment for the Newbuild Vessels and other potential future
vessel newbuilds, related investments, payment for the Purchased
Vessels and other potential future vessel acquisitions, and or
related port or terminal projects."
"As of December 31, 2024, we had $1,238.9 million in outstanding
future obligations, which includes principal repayments on
long-term debt, including our bonds, capital contributions to our
Ethylene Terminal Expansion Project, vessels under construction and
office lease commitments. Of the total outstanding obligation,
$321.1 million falls due within the 12 months ending December 31,
2025, and the balance of $919.5 million falls due after December
31, 2025."
A full-text copy of the Company's Form 6-K is available at:
https://tinyurl.com/5awuxd36
About Navigator Gas
Navigator Gas is the owner and operator of the world's largest
fleet of handysize liquefied gas carriers and a global leader in
the seaborne transportation services of petrochemical gases, such
as ethylene and ethane, liquefied petroleum gas and ammonia and
owns a 50% share, through a joint venture, in an ethylene export
marine terminal at Morgan's Point, Texas on the Houston Ship
Channel, USA. Navigator Gas' fleet consists of 56 semi- or
fully-refrigerated liquefied gas carriers, 25 of which are ethylene
and ethane capable.
As of December 31, 2024, $2.2 billion in total assets, $934.3
million in total liabilities, and total equity of $1.2 billion.
ORIFLAME INVESTMENT: Fitch Lowers Long-Term IDR to 'C'
------------------------------------------------------
Fitch Ratings has downgraded Oriflame Investment Holding Plc's
Long-Term Issuer Default Rating (IDR) to 'C' from 'CCC-' and senior
secured debt to 'C' from 'CC'. The Recovery Rating remains at
'RR5'. The ratings have been removed from Rating Watch Negative.
The downgrade follows Oriflame's announcement that it has obtained
sufficient senior secured bondholder's support to proceed with its
debt restructuring, meeting the conditions for a distressed debt
exchange (DDE) under Fitch's Corporate Rating Criteria.
Fitch expects to downgrade Oriflame to 'Restricted Default' (RD) on
the execution of the recapitalisation, which is aimed to be
completed in April 2025. Fitch will then reassess the IDR based on
the new capital structure, business prospects, and liquidity
position.
Key Rating Drivers
Approaching DDE: Oriflame has obtained more than 80% of existing
bondholder consent to proceed with the debt restructuring. If less
than 90% of consent is received, Oriflame plans to implement the
restructuring via a scheme of arrangement or similar. Negotiations
on an amendment and extension of the revolving credit facility
(RCF) are in progress.
If the transaction is completed as planned, Fitch will downgrade
the IDR to 'RD' before reassessing Oriflame's restructured profile
and assigning a rating that is consistent with its forward-looking
assessment of its credit profile. Fitch will monitor the company's
performance and adherence to its financial documentation, including
timely debt service.
Material Reduction in Terms: The plan includes a reduction in bond
value to EUR260 million, including lock-up agreement fees, from the
outstanding EUR779 million. The group's existing shareholders will
fund an additional EUR25.5 million notes issuance. The
restructuring plan suggests interests on the notes to be paid in
cash or in-kind at the board's discretion, to support Oriflame's
liquidity. Under Fitch's criteria, this transaction will materially
reduce terms for existing noteholders and will be classified as a
DDE.
Restructuring to Avoid Insolvency: Oriflame has unfunded liquidity
until the DDE is completed, which is crucial to avoiding imminent
insolvency. Freely available liquidity has markedly reduced in
2024, eroded by collapsed profitability and disproportionately high
debt service costs leading to deeply negative free cash flow (FCF).
Oriflame maintained access to around EUR55 million under its RCF at
end-2024. However, Fitch estimates this would be insufficient to
support the business over the next 12 months.
Persisting Material Cash Losses: Fitch projects FCF will remain
deeply negative in 2025, driven by further weakened trading in 2024
and material uncertainties about the pace and success of
operational turnaround. Stabilisation and containment of cash
losses in the next 12 months will be crucial to protecting the
viability of Oriflame's operations.
Highly Uncertain Turnaround Prospects: Business turnaround
prospects are highly uncertain as Oriflame seeks to rebuild sales
and profitability of its compromised business model, on top of
competitive challenges and inflation-driven margin pressures. Fitch
views execution risks as excessive, due to the lack of clarity over
the turnaround plan, particularly relating to rebuilding its sales
representative network, which will be instrumental to resurrecting
its earnings and FCF.
Compromised Business Model: Fitch views Oriflame's direct selling
business model as compromised, reflected in continuous decline of
self-employed sales representatives since mid-2021. This has
resulted in business volumes and revenue contracting by over 20% in
9M24 over the prior year. Fitch estimates mildly above break-even
profitability in 2024, despite the company's efforts to maintain a
pipeline of innovative products and investments in digitalisation.
Derivation Summary
Oriflame's closest sector peer is Natura Cosmeticos S.A.
(BB+/Stable) as it also operates in the direct-selling beauty
market. Natura has stronger business and financial profiles than
Oriflame, which are reflected in a multi-notch rating differential.
Like Oriflame, Natura is geographically diversified with exposure
to emerging markets but benefits from greater diversity across
sales channels and a substantially larger scale in the sector as
the fourth-largest pure beauty company globally after the
acquisition of Avon Products Inc.
Oriflame is rated lower than THG PLC (B+/Negative), which operates
in the beauty and well-being consumer market. THG is smaller than
Oriflame, as it operates mostly in the UK and Europe, although
THG's revenue is growing rapidly, organically and through M&As.
Oriflame is comparable with Fitch-rated Sprint Bidco B.V. (Accell;
CCC) as both are facing acute operational difficulties. Accell
completed a capital restructuring in February 2025.
Key Assumptions
Fitch's Key Assumptions within Its Rating Case for the Issuer:
- Revenue down 17% in 2024. Growth up to 2028 will be subject to
volume recovery and price-mix effects, which are unclear at this
stage
- Low EBITDA margin at 3% in 2024, with any recovery subject to
revenue growth and cost management, which are unclear at this
stage
- Capex at around EUR6 million a year until end-2026
- No dividend distribution from 2024
- No M&As
Recovery Analysis
The recovery analysis assumes that Oriflame would be considered a
going concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim.
In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around EUR60 million, which reflects
Fitch's view of a sustainable, post-reorganisation EBITDA level,
which would allow Oriflame to retain a viable business model.
An enterprise value (EV)/EBITDA multiple of 4.0x is used to
calculate a post-reorganisation valuation, reflecting its
assessment of Oriflame's underlying brand and IP rights value. This
multiple is around half of its 2019 public-to-private transaction
multiple of 7.2x.
Oriflame's super senior EUR100 million RCF is assumed to be fully
drawn on default and ranks senior to its senior secured notes of
EUR779 million. The waterfall analysis generated a ranked recovery
for its EUR250 million and USD550 million senior secured notes in
the 'RR5' band, indicating a 'C' rating under Fitch's Criteria. The
waterfall analysis generated recovery computation (WGRC) output
percentage is 15%, based on current metrics and assumptions. The
above recovery does not represent the recovery rate from the
company's restructuring plan.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Completion of the proposed debt restructuring would lead to a
downgrade to 'RD', followed by a reassessment of Oriflame's credit
profile under the revised capital structure
- Failure to pay interest on any financial debt on expiration of
the grace period, cure period or default forbearance period would
result in a downgrade to 'RD'
- Inability to execute the debt restructuring leading to bankruptcy
filings, administration, liquidation or other formal winding-up
procedure would lead to a downgrade to 'D'
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Ftch does not expect to take positive rating action at least
until after the IDR is downgraded to 'RD' with the DDE completed
and the amended capital structure re-rated
Liquidity and Debt Structure
As of end-2024, Oriflame had a cash balance of EUR62 million and
access to an undrawn EUR55 million RCF. Given persisting material
cash losses and disproportionately high debt service costs, Fitch
views this liquidity headroom as insufficient to support the
business needs in the next 12 months.
Issuer Profile
Oriflame is a beauty manufacturer and direct-selling company with a
presence in more than 60 countries.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Oriflame Investment
Holding Plc LT IDR C Downgrade CCC-
senior secured LT C Downgrade RR5 CC
PHARMANOVIA BIDCO: Moody's Lowers CFR & Senior Secured Debt to B3
-----------------------------------------------------------------
Moody's Ratings has downgraded the long term corporate family
rating of Pharmanovia Bidco Limited (Pharmanovia or the company) to
B3 from B2. Moody's have also downgraded the company's probability
of default rating to B3-PD from B2-PD, and downgraded to B3 from B2
the ratings on the company's senior secured bank credit facilities,
comprising a EUR980 million senior secured first lien term loan B3
due 2030 and a EUR202.9 million senior secured first lien revolving
credit facility (RCF) due 2029. The outlook remains stable.
The rating action reflects:
-- High leverage of 6.8x at December 2024 and expected to remain
above 6x
-- Significant trading underperformance to budget and expectations
through December 2024
-- Uncertainties over potential trading recovery given low
adherence to budget and multiple trading challenges in current
year
RATINGS RATIONALE
Pharmanovia's ratings reflect its: (1) good diversification by
geography and therapeutic area; (2) asset-light business model
resulting in high Moody's-adjusted EBITDA margins of around 37%;
(3) growth in underlying in-market sales, according to the company;
(4) recent shift to reduced acquisition spending with focus on
in-licensing and organic growth, although event risk remains.
The ratings also reflect the company's: (1) relatively small
product portfolio and overall size; (2) degree of product
concentration with largest drug Rocaltrol representing around 29%
of sales; (3) weak trading in the current year affected by reducing
distributor inventories, order phasing, a product labelling error,
supply shortages and other issues; (4) potential for organic
revenue decline given the mature drug portfolio; (5) volatile
quarterly earnings with back-ended budget for the year ending March
2025 (fiscal 2025); (6) high leverage of around 6.8x on a
Moody's-adjusted basis as at December 2024.
Pharmanovia has experienced some significant trading challenges in
the year ended March 2024 and in the current year. Issues last year
mainly related to supply restrictions in China for Rocaltrol, the
company's largest drug. Whilst these were resolved it lead to a
significant shift in sales phasing to the final quarter, ended
March 2024, and some of the sales growth related to distributor
purchasing patterns reversed in the following quarter. In the
current year trading has been affected by multiple issues,
including a labelling error for Rocaltrol in China, supply
shortages, and reductions in distributor inventory. There has been
a very large miss to budget in the third quarter and a reduction in
expectations for the full year. Moody's estimates organic sales to
be in the range of 12-14% below prior year. Significant shortfalls
to budget in the last two years raise issues over accuracy of the
company's future guidance and forecasts. In addition, earnings
phasing remains highly weighted to the fourth quarter, representing
over 50% of full year company-adjusted EBITDA.
Several factors partially mitigate the above issues – according
to the company underlying direct and in-market sales growth remains
positive; several trading issues appear to be short term in nature,
including distributor stock reductions and the labelling issue,
which are isolated to a few regions; the overall market remains
attractive; and the company is shifting away from larger
debt-funded acquisitions.
LIQUIDITY
Pharmanovia's liquidity remains adequate. At December 2024 the
company held cash of EUR14 million and undrawn revolving credit
facilities of EUR178 million. Moody's expects liquidity to remain
relatively stable as positive operating cash flow generation is
absorbed by earnout payments and investment in new acquisitions or
in-licensing transactions. Moody's expects free cash flow before
earnouts and acquisition spending of around EUR50 - 70 million per
annum.
STRUCTURAL CONSIDERATIONS
The B3 ratings on the EUR980 million senior secured first lien term
loan B3 and pari passu ranking senior secured first lien EUR202.9
million RCF are in line with the CFR, reflecting the fact that they
are the only financial instruments in the capital structure.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Pharmanovia's exposure to environmental risks primarily reflects
the fact that the company does not have any of its own
manufacturing and has no direct environmental liabilities. The
company does not have a history of material litigation and product
liability risks are limited because it largely markets older
molecules with a very well-established safety profile. Governance
considerations include Pharmanovia's relatively aggressive
financial policy with high leverage and a track record of
substantial acquisitions partially financed by debt and which
constrain the pace of deleveraging. It has a poor track record of
adherence to budget expectations over the last two years.
OUTLOOK
The stable outlook reflects Moody's expectations that Pharmanovia
will maintain flat or low growth in organic revenues. Moody's
anticipates that the company will reinvest surplus cash in future
earnings-enhancing acquisitions to sustain leverage metrics if
revenue regression returns. The outlook assumes that leverage is
maintained in the range of 6-7x Moody's-adjusted debt / EBITDA, and
that the company will generate positive free cash flow before
acquisitions, new licensing transactions and earnout payments. The
outlook also assumes that the company will maintain adequate
liquidity and will not undertake shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Pharmanovia (1) delivers a period
of solid trading performance including positive organic revenue and
EBITDA growth and execution, with no material supply chain issues
or other operating challenges; and (2) reduces its Moody's-adjusted
gross debt/EBITDA towards 5.5x on a sustainable basis; and (3)
increases its Moody's-adjusted FCF/gross debt sustainably toward
5%; and (4) maintains at least adequate liquidity.
The ratings could be downgraded if (1) there are delays in
transferring marketing authorisations, material supply chain
issues, or other material operating issues; or (2) organic EBITDA
decline is sustained at more than 5% per year, including as a
result of higher investments or transfer costs; or (3) the
company's Moody's-adjusted gross debt/EBITDA increases above 7x on
a sustainable basis; or (4) Moody's-adjusted FCF becomes
sustainably negative; or (5) the liquidity position deteriorates.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.
CORPORATE PROFILE
Pharmanovia, headquartered in Basildon, UK, is a global sales and
marketing organisation focused on off-patent, branded and
prescription drugs, which outsources production and distribution.
The group is active in the following therapeutic areas:
cardiovascular, endocrinology, neurology and oncology. Pharmanovia
currently markets a portfolio of over 20 medicines across more than
160 countries. In fiscal 2024 (ended March 31, 2024) the company
reported revenue of EUR406 million and adjusted EBITDA of EUR170
million (before exceptional items).
*********
S U B S C R I P T I O N I N F O R M A T I O N
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Editors.
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