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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, October 13, 2025, Vol. 26, No. 204
Headlines
A L B A N I A
BANKA KOMBETARE: S&P Assigns 'BB-/B' ICRs, Outlook Stable
F R A N C E
ALTICE FRANCE: Moody's Assigns 'Caa1' CFR, Outlook Stable
G E R M A N Y
ZEPHYR GERMAN: S&P Affirms 'B' ICR & Alters Outlook to Positive
I R E L A N D
ARINI EUROPEAN VII: S&P Assigns Prelim. B-(sf) Rating on F Notes
BECKETT MORTGAGES 2025-1: DBRS Finalizes BB(high) Rating on F Notes
CARLYLE GLOBAL 2014-2: Moody's Cuts Rating on Cl. E-R Notes to Caa1
CVC CORDATUS XIV: Moody's Affirms B2 Rating on EUR8.8MM Cl. F Notes
FORTUNA CONSUMER 2024-2: DBRS Confirms B Rating on Class F Notes
NORTH WESTERLY X: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
RIDDLES BROS: Grant Thornton Named as Administrators
TIKEHAU CLO XIV: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
I T A L Y
BCC NPL 2018-2: DBRS Cuts Class A Notes Rating to 'CCC'
SAMMONTANA ITALIA: Fitch Cuts Rating on EUR925MM Sec. Notes to B+
L U X E M B O U R G
EP BCO: S&P Affirms 'BB-' LT ICR & Alters Outlook to Negative
EP PACO SA: Moody's Affirms 'B1' CFR, Outlook Remains Stable
THREELANDS ENERGY: Fitch Assigns BB LongTerm IDRs, Outlook Positive
THREELANDS ENERGY: Moody's Rates New $330MM Unsec. Notes 'Ba3'
N E T H E R L A N D S
JUBILEE PLACE 8: DBRS Finalizes 'B' Rating on Class F Notes
P O L A N D
SYNTHOS SPOLKA: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative
S P A I N
SANTANDER CONSUMER 2023-1: DBRS Confirms BB Rating on Class E Notes
VIA CELERE: Fitch Rates EUR320MM 4.8% Secured Notes 'BB-'
S W I T Z E R L A N D
GARRETT MOTION: S&P Upgrades ICR to 'BB', Outlook Stable
U N I T E D K I N G D O M
ATLANTICA SUSTAINABLE: Fitch Alters Outlook on BB- IDR to Negative
COEXISTENCE LIMITED: FRP Advisory Named as Administrators
DATATECNICS CORP: Menzies LLP Named as Administrators
FLYDE FUNDING 2024-1: DBRS Confirms BB(low) Rating on F Notes
PFF PACKAGING (NORTH EAST): Interpath Ltd Named as Administrators
PFF PACKAGING: Interpath Ltd Named as Administrators
PRAX EXPLORATION: Teneo Financial Named as Administrators
UNIVERSAL ARCHES: FRP Advisory Named as Administrators
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A L B A N I A
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BANKA KOMBETARE: S&P Assigns 'BB-/B' ICRs, Outlook Stable
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S&P Global Ratings assigned its 'BB-/B' long-and short-term issuer
credit ratings on Banka Kombetare Tregtare SH.A. (BKT). The outlook
is stable. At the same time, S&P assigned its 'BB' long-term
resolution counterparty rating (RCR) on the bank.
BKT is the largest bank in Albania, with total assets of $6.9
billion as of December 2024. It is 100% owned by the Turkiye-based
conglomerate, Calik Holding, and operates in Kosovo through its
local subsidiary. BKT has demonstrated stable financial
performance, underpinned by its good market position in both its
markets.
The very high exposure to domestic sovereign bonds poses a
concentration risk, and market risks are larger than for more
lending-focused peers. BKT has a leading deposit franchise in
Albania, providing a stable and granular funding base complemented
by a sizable liquidity cushion.
BKT has a proven track record and an established market position.
The bank has a 25% market share in total assets in Albania and
holds a sizable 17% share in Kosovo, providing some geographic
diversification. Its universal banking model spans retail,
corporate, and treasury services, with a balanced loan portfolio.
Since its privatization in 2000, BKT has consistently delivered
solid financial performance, always maintaining return on equity
(ROE) above 12%, with a three-year average of 17.5%. This also
reflects BKT's experienced and effective management. Still, the
bank's scale and customer base are limited, given that the total
addressable populations in Albania and Kosovo are low, at below 5
million. In addition, BKT's business model is tilted toward
securities, which accounted for about half of its total assets at
year-end 2024 and generate about 50% of its interest income.
S&P said, "We expect capitalization to keep pace with loan growth.
We forecast loan growth will average about 15% annually from
2025-2027, outpacing the domestic average. This reflects the bank's
strategic efforts to regain market share in Albania, particularly
in corporate lending following several years of more restrictive
lending practices resulting from temporarily reduced judicial
predictability after a 2016 judicial reform. We forecast BKT's
risk-adjusted capital ratio of 6.9% in December 2024 will only
slightly increase to 7.0%-7.5% in the next few years. We expect an
ROE of about 17% and a dividend payout ratio of 35%-40%, which
support our forecast. We also anticipate that the bank's total
adjusted capital (TAC) will consist entirely of common equity.
"We think that domestic sovereign exposure shapes BKT's risk
profile. The bank's substantial holding of Albanian sovereign
bonds--amounting to 27% of total assets and 2.7x TAC--represents a
significant concentration risk. This exposure, while aligned with
the domestic banking sector average, is larger than that of peers
in other developing countries such as Kazakhstan, Uzbekistan, and
Armenia. BKT is also exposed to greater market risk through its
large mark-to-market portfolio than more lending-focused peers.
This is evident, for instance, in the larger fluctuations in its
fair value reserves, such as the sharp change experienced in 2022
amid rising interest rates. Nevertheless, we recognize that the
bank has proven experience in managing these risks and maintains
robust risk management policies."
BKT's asset quality remains robust, underpinned by disciplined
underwriting standards. As of December 2024, the nonperforming loan
ratio stood at 2.5% in Albania (below the national average of 4.2%)
and 1.2% in Kosovo (below the national average of 1.9%). The
mortgage loan portfolio's weighted-average loan-to-value ratio of
57% in Albania offers a solid buffer against potential housing
market fluctuations, particularly considering the increase in house
prices in the country during 2024. S&P said, "Exposure to unhedged
foreign currency loans from BKT's Albanian operations remains
limited, accounting for less than 10% of the consolidated loan
book, which we view as a manageable risk. Additionally, related
party exposure is modest, representing just 7% of TAC and having a
negligible effect on revenues. Consequently, we forecast risk costs
of 50 basis points (bps)-60 bps through 2025-2027, broadly in line
with our expectations for the domestic average."
In S&P's view, BKT benefits from a strong and stable deposit
franchise. It holds a significant 25% market share in customer
deposits in Albania -- its core market -- and has maintained this
throughout the past decade. The deposit base is granular, with
75%-80% sourced from retail customers, which are typically more
stable and less sensitive to pricing than corporate deposits.
Consequently, concentration risk is low, because the top 20
depositors account for just 5% of total deposits. As well, about
40% of deposits are term deposits with remaining maturities of at
least three months, further enhancing stability. BKT's funding
metrics place it in the top quartile among peers, with a stable
funding ratio of 230% and a loan-to-deposit ratio of 33% as of
December 2024, indicating ample capacity to support lending growth.
Additionally, a regulatory net stable funding ratio of 199% as of
December 2024 underpins its robust funding position.
BKT's substantial liquidity cushion underscores its strong
liquidity position. As of December 2024, broad liquid assets made
up 59% of total assets and its net broad liquid assets covered
short-term customer deposits by 77%, indicating a comfortable
liquidity level. A significant portion of the bank's liquid assets
consists of local sovereign bonds, which have limited secondary
market liquidity. However, these bonds can be used as collateral to
access central bank funding with manageable haircuts. Also, BKT
maintains robust liquidity stress testing procedures to ensure
sufficient buffers even in scenarios of severe deposit outflows.
S&P said, "We do not expect extraordinary group support or negative
intervention from the owner. BKT is 100% owned by Calik Holding, a
Turkiye-based conglomerate in the energy, construction, textile,
banking, and other businesses. Through its annual dividend payment,
BKT contributes about 10% to the parent's EBITDA. Given the bank's
solid and consistent performance, we understand it is important to
Calik's long-term strategy. We regard BKT as a moderately
strategically important subsidiary of Calik. We remain mindful that
the group could have a somewhat negative influence on the bank
given that banking is a confidence-sensitive business.
Nevertheless, we view BKT as likely to be resilient to stress in
the broader group given features such as no brand overlap, no
meaningful crossover of franchise or customers, minimal financial
and operational links to group members, no funding dependency,
regulatory restrictions, and the bank being lined up for a separate
resolution."
BKT has limited additional loss-absorbing capacity (ALAC) to
support senior unsecured debt. Due to its systemic importance in
Albania, the bank is targeted for resolution with the preferred
resolution strategy being bail-in. The corresponding minimum
requirement for own funds and eligible liabilities (MREL)
requirement of 30.1% applies only at the solo level and is
gradually being phased in until December 2027. S&P Said,
"Therefore, we forecast that in the unlikely event of nonviability,
the Albanian entity would be separated from the subsidiary in
Kosovo and its parent. While BKT has started to issue MREL-eligible
liabilities, we do not expect it to build-up a sufficient buffer of
ALAC-eligible subordinated debt instruments. This is primarily
because the bank's main tool for meeting MREL
requirements--MREL-eligible bonds--are classified as senior
unsecured debt. In our analyses, however, we focus on subordinated
issues, which could buffer senior unsecured investors in case of
resolution. Consequently, we forecast BKT's ALAC ratio at 0.5%-0.6%
by 2027, significantly below our relevant threshold of 2.5% for a
one-notch uplift."
S&P said, "We assigned our 'BB' RCR on the bank. An RCR is a
forward-looking opinion of the relative default risk of certain
liabilities, particularly those legally exempt from bail-in, that
may be better protected from default in an effective resolution
scenario than other senior liabilities. Customer deposits in
Albania are excluded from bail-in, which limits the volume of
senior debt eligible for bail-in that could be used to recapitalize
the bank. This limits the possible uplift to the RCR to one notch.
"The stable outlook reflects our expectation that over the next 12
months, BKT will maintain its good financial performance on its
solid market position and stable deposit franchise, while
maintaining sound asset quality and keeping its capitalization
close to current levels."
S&P could lower its ratings on BKT if:
-- The bank's financial performance or market position weakens
substantially;
-- Asset quality deteriorates significantly, falling below the
domestic average in its two core markets; or
-- The bank's deposit franchise and liquidity position weaken
relative to its currently strong levels.
S&P could raise its ratings on BKT if the economic environment in
the bank's key markets becomes more supportive, contributing to
healthy business growth.
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F R A N C E
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ALTICE FRANCE: Moody's Assigns 'Caa1' CFR, Outlook Stable
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Moody's Ratings has assigned a Caa1 long-term corporate family
rating and a Caa1-PD probability of default rating to Altice France
Lux 3, the new parent company of French telecom operator Altice
France SAS (Altice France). Concurrently, Moody's have assigned a
Caa3 instrument rating to Altice France Lux 3's senior unsecured
notes due 2033. Moody's have also assigned a Caa1 rating to the
backed senior secured notes and senior secured bank credit
facilities issued by Altice France. The outlook on both entities is
stable.
Moody's have also withdrawn the Caa3 CFR and D-PD PDR of Altice
France Holding S.A., the C ratings on the senior unsecured notes
issued by Altice France Holding S.A., the Caa2 ratings on the
backed senior secured notes and senior secured bank credit
facilities issued by Altice France SAS. Prior to the withdrawal,
the outlook on Altice France Holding S.A. was stable.
The action follows the implementation of the restructuring plan.
Altice France announced the successful completion of its financial
restructuring on October 01, 2025 [1]. The restructuring process,
validated by the Paris Economic Activity Court, reduces the
company's reported debt from EUR24.1 billion to EUR15.5 billion
(including debt repaid in January - February 2025).
The new top entity in the restricted group is Altice France Lux 3
which replaces the previous Altice France Holding S.A. The debt at
Altice France Holding S.A. was moved from its existing bonds to new
bonds at Altice France Lux 3 by exchanging the existing bonds.
Under the agreement, the secured creditors at Altice France
received (1) a cash payment of 7.6 cents plus an additional cash
premium of 2.5 percent of Altice France Secured Debt; (2) new
secured debt instruments in an aggregate principal amount of 77.1
cents per EUR1 of Altice France Secured Debt; (3) an aggregate
indirect equity stake of 31% in common equity in Altice France.
The unsecured lenders at Altice France Holding S.A. received (1)
2.5 cents plus an additional cash premium of 2.5 percent per EUR1
of Altice France Holding S.A. Unsecured Debt; (2) new secured debt
instruments in an aggregate principal amount of 20 cents per EUR1
of Altice France Holding S.A.; (3) an aggregate indirect equity
stake of 14% in common equity in Altice France. (4) contingent
value rights issued by Altice France Holding S.A.
Altice France's secured debt will bear a weighted average cost of
7.125%, reflecting an increase of 137.5 basis points relative to
the existing coupon and spread levels. The newly issued holdco debt
will carry a coupon set at the USD equivalent of EUR9.125%,
representing a 200 basis point uplift compared to the previous
rate.
"The Caa1 ratings reflect the improved capital structure
post-restructuring; however, it remains constrained by weak cash
flow generation, driven by elevated interest expenses and weak
earnings". says Ernesto Bisagno, a Moody's Ratings Vice President
– Senior Credit Officer and lead analyst for Altice France.
RATINGS RATIONALE
Following the implementation of the restructuring process, Moody's
expect Moody's adjusted debt to EBITDA to decline towards 5.7x in
2025, from 7.4x in 2024, prior to the restructuring.
The Caa1 rating reflects (1) the company's position as one of the
leading convergent companies in the French market, (2) its scale
and ranking as the second/third-largest telecom operator in France,
and (3) its integrated business profile including a 50.01%
ownership in Xpfibre, the largest independent fibre company in
France.
The rating also reflects (1) the highly leveraged capital
structure, and the weak free cash flow; (2) the ongoing earnings
decline; and (3) the highly competitive nature of the French
market. Altice France's operating performance remained weak in H1
2025, with reported EBITDA declining by 11% year-over-year. The
deterioration reflects continued pressure on both mobile and fixed
segments, driven by lower volumes and pricing amid intense
competitive dynamics.
Moody's anticipates similar trends to persist into H2 2025,
although the sequential moderation in net subscriber losses over
the past two quarters suggests gradual stabilization relative to
2024 levels. Moody's expects Altice France's earnings to begin
stabilising from 2026, supported by a gradual normalization in
pricing dynamics. However, competitive intensity remains elevated,
with aggressive pricing offers still prevalent throughout 2025 and
not yet phased out. This dynamic could exert incremental pressure
on Moody's earnings projections.
Moody's expects capital expenditure to decline materially in 2025
to approximately EUR1.6 billion (excluding leases), consistent with
first-half trends, and to remain broadly stable in 2026, reflecting
the company's transition beyond its peak investment phase in both
fixed and mobile infrastructure. However, interest expense is
expected to stay high, at around EUR1.1 billion to EUR1.2 billion
annually (excluding leases), limiting financial flexibility.
Based on those assumptions, Moody's estimates Altice France's
interest coverage — defined as (EBITDA minus capital expenditure)
over interest expense — to remain broadly stable over 2025–26
at around 0.9x-1.0x.
LIQUIDITY
Liquidity is adequate. At June 2025, Altice France had EUR862
million of cash at pro forma for the restructuring and assuming
full utilization of the EUR1.2 billion senior secured revolving
credit facility (RCF). The RCF is subject to a springing (40%
drawings) leverage covenant of maximum of 6.5x. With net leverage
of 5.3x at June 2025, there is around 18% headroom under the RCF.
Upcoming debt maturities include EUR922 million euro equivalent due
in 2028 in senior secured TLBs. Additionally, Moody's expects an
inflow of around EUR790 million by the end of 2025 from the sale of
its mobile network infrastructure Infracos, a joint venture with
Bouygues Telecom, and the deferred compensation from the sale of a
49% stake in La Poste Telecom.
However, Moody's expects a negative free cash flow of EUR500
million to EUR600 million in 2025, driven by a forecasted decline
in EBITDA, coupled with high interest expenses and working capital
volatility. Free cash flow will stabilize to neutral in 2026, due
to anticipated stabilisation in operating performance.
ESG CONSIDERATIONS
Moody's considers Altice France's governance as a key consideration
in the rating action. The company's governance score of G-5
reflects concerns around financial strategy and risk management,
particularly its capital structure following the restructuring,
which is not supported by sufficient cash flow generation,
alongside a track record of weak management execution.
Nevertheless, Moody's acknowledge positively the substantial debt
reduction achieved through the restructuring transaction, which
Moody's expects to lower Moody's-adjusted leverage to approximately
5.7x from above 7.0x prior to the restructuring."
STRUCTURAL CONSIDERATIONS
Altice France's capital structure is an all-senior secured
structure, with bank credit facilities (including RCF) and senior
secured notes ranking pari passu with each other and with the
company's trade payables. The Caa1 rating assigned to the bond and
bank credit facilities at Altice France is in line with the CFR
given that the amount of senior unsecured debt at the holding level
is modest.
The Caa3 rating of Altice France Lux 3 senior unsecured notes
reflects the structural subordination of these holding-company
notes to bond and bank senior debt at Altice France.
COVENANTS
Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:
Guarantor coverage will be at least 80% of cons. EBITDA (determined
in accordance with the agreement) and include all wholly-owned
subsidiaries. Security will be pledged on certain assets of the
company and guarantors as well as key shares and intercompany
receivables.
Unlimited pari passu debt is permitted up to a senior secured net
leverage ratio of 2.0x. Repayments of subordinated debt and the
making of restricted investments are permitted if the net leverage
ratio is 2.0x or less. Asset sale proceeds must be used for debt
repayment, subject to exceptions.
Adjustments to cons. EBITDA include cost savings and synergies
capped at 5% of cons. EBITDA and reasonably projected to result
from actions taken or commenced within 12 months of the end of the
test period.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects the improved capital structure
following the restructuring. However, it also incorporates Moody's
expectations that Altice France's cash flow generation will remain
constrained over the next 12 to 18 months, primarily due to
elevated interest expenses and subdued earnings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could develop if Altice France demonstrates
sustained improvement in operating performance and improvement in
cash flow generation, with interest coverage — defined as EBITDA
minus capital expenditures over interest expense — rising well
above 1.0x. A potential upgrade would also be contingent on the
company maintaining adequate liquidity.
Conversely, downward rating pressure could develop if operating
performance fails to recover or cash flow generation weakens,
thereby increasing default risk. A deterioration in liquidity could
also lead to a downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
The Caa1 rating assigned to Altice France is two notches below the
scorecard-indicated outcome of B2, reflecting the greater emphasis
placed on the company's weak cash flow generation, which is
primarily driven by elevated interest expenses and subdued
earnings.
COMPANY PROFILE
Altice France is a leading telecom operator in France. In 2024, the
company had 19.4 million mobile subscribers and 6.1 million
fixed-line subscribers, of which 5.1 million were fast-fibre
connections. In 2024, Altice France reported revenue and adjusted
EBITDA (as defined by the company) of EUR10.1 billion and EUR3.4
billion, respectively.
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G E R M A N Y
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ZEPHYR GERMAN: S&P Affirms 'B' ICR & Alters Outlook to Positive
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S&P Global Ratings revised its outlook on Germany-based Zephyr
German Topco GmbH to positive and affirmed its 'B' long-term issuer
credit rating and the issue level ratings. S&P's '3' recovery
rating on Flender's debt is unchanged, with recovery prospects of
55%.
S&P said, "The positive outlook reflects our expectation that
Flender will continue to deliver stable performance, preserving its
enhanced margin profile of about 13%, coupled with sound free
operating cash flow (FOCF). We also expect Flender will improve its
S&P Global Ratings-adjusted debt to EBITDA, trending below 5.0x,
and funds from operations (FFO) cash interest cover will be
comfortably above 3x."
Flender has delivered a notable step up in profitability, resulting
in stronger credit metrics. The group considerably improved
profitability in the first nine months of 2025, delivering a 14.7%
company-reported EBITDA margin, a 280-basis-point (bps) increase
year over year. S&P said, "We now project that the company will
outperform our previous forecast, with S&P Global Ratings-adjusted
EBITDA margin improving to about 13% in 2025 and 2026, compared
with our previous estimate of about 10.0%-10.5% during the same
period, reflecting a combination of structural and operational
drivers. Production footprint optimization, including localization
in India and adjustment of the workforce in certain locations in
Germany, has enhanced cost efficiency, as has better alignment of
the production schedule to customer demand. We also observed that
the company's profitability was not affected by any tariff-imposed
cost imbalances. In parallel, a strengthened focus on
service/aftermarket business has shifted the product mix toward a
higher-margin offering, accounting for about 30% of revenues. We
continue to factor certain one-off costs relating to restructuring
and efficiency programs into our calculations amounting to about
EUR25 million in 2025 and in 2026. Nevertheless, we believe that
these initiatives will drive profitability, supporting deleveraging
and enhanced credit metrics. We forecast S&P Global
Ratings-adjusted debt to EBITDA will improve to 4.8x-5.2x in 2025
and about 4.8x in 2026, from about 7.7x excluding preferred equity
certificates (PECs), and FFO cash interest of more than 2.5x in
2025 and 3.5x-3.7x in 2026."
Stable revenues, despite challenging markets, further support
profitability. The company is navigating through headwinds posed by
its end markets, particularly uncertainties driven by U.S. policy
shifts and more cautious pace in new orders. This was mainly
evident in Flender's industrial segment, where order intake
remained slow for the first nine months of 2025. Against this
backdrop, we forecast annual revenue growth of 1%-3% in 2025 and
2026, supported by a healthy order pipeline in wind and growing
aftermarket sales. Wind orders rose 6% for the first nine months of
2025 and replacement orders expanded 9% on a rolling-12-month
basis. While underlying momentum in wind orders is positive,
reported growth figures are subject to booking timing volatility
and may not be reflective of the actual revenue trend. S&P said,
"We also note that exposure to the U.S. is moderate for Flender, at
about 8% of its total revenues. Given ongoing footprint
optimization, Flender remains flexible to withstand inefficiencies
caused by U.S. tariffs. We also anticipate that the impact of U.S.
renewable policy shifts--primarily affecting offshore wind--will be
limited for Flender. We highlight that the visibility of wind
orders is approximately 12 months. This is backed by framework
agreements with an agreed share of wallet, which reinforce revenue
predictability."
Solid performance and more efficient use of working capital results
in sound FOCF. S&P said, "We expect working capital to be better
contained, reflecting steady volumes and improved profitability
without pronounced swings in demand. We believe that stable volumes
will allow the company to plan order execution more effectively,
leading to less pronounced seasonality in cash needs. At the same
time, we expect the factoring usage will be lower for the full year
due to strong profitability and cash flow generation. We also
forecast that capital expenditure (capex) will remain moderate of
about EUR100 million per year. As a result, FOCF will stand at
around EUR70 million in 2025 and EUR95 million-EUR100 million in
2026."
S&P said, "S&P Global Rating-adjusted leverage incorporates lower
debt because we treat CPECs as equity and because use of factoring
has fallen. The group's capital structure includes convertible PECs
(CPECs) that amount to about EUR495 million. The CPECs sit further
up the group structure, outside the restricted group. Our adjusted
debt and ratio calculations exclude the CPECs. In our view, the
overall terms and conditions of the CPECs are aligned with equity
interest and are favorable to third-party creditors. The
certificates are contractually and structurally subordinated to the
senior secured credit facilities, no interest can be paid in cash
on these securities while the senior secured credit facilities are
outstanding, there are no provisions for cross-default or
cross-acceleration, and the instrument is due in 49 years. These
characteristics qualify the CPECs to be treated as equity. The
company is also expected to use lower factoring, also contributing
to lower adjusted debt. Our EUR1.4 billion debt additionally
includes EUR10.3 million pensions and around EUR97 million of lease
liabilities.
"The positive outlook reflects our expectation that Flender will
continue to deliver stable performance, preserving its enhanced
margin profile at about 13%, coupled with sound FOCF. We also
expect Flender will improve its S&P Global Ratings-adjusted debt to
EBITDA below 5.0x, and FFO cash interest cover comfortably above
3.0x.
"We could revise the outlook back to stable if S&P Global
Ratings-adjusted debt to EBITDA remained above 5.0x and FFO cash
interest fell below 3x. This could materialize if Flender is not
able to cement profitability improvements or records orders with
lower margins. Also if metrics deteriorated due to
shareholder-friendly actions or sizable acquisitions by raising
more debt. We could also take a negative rating action if our
expectation of Flender's FOCF were to weaken into negative
territory for a prolonged period."
A positive rating action would hinge on Flender's ability to
perform in line with S&P's base-case scenario, which will rely on
improved profitability levels, resulting in comfortable metrics for
the 'B+' rating:
-- S&P Global Ratings-adjusted debt to EBITDA sustainably below
5.0x,
-- FFO cash interest above 3.0x,
-- EBITDA margin comfortably above 11%,
-- Sound FOCF generation,
-- Supportive financial policy.
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I R E L A N D
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ARINI EUROPEAN VII: S&P Assigns Prelim. B-(sf) Rating on F Notes
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S&P Global Ratings assigned its preliminary credit ratings to Arini
European CLO VII DAC's class A-1 Loan and A-2 Loan and class A, B,
C, D, E, and F notes. At closing, the issuer will also issue
unrated subordinated notes.
This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period will end approximately 4.70 years
after closing. Under the transaction documents, the rated notes
will pay quarterly interest unless there is a frequency switch
event. Following this, the notes will switch to semiannual
payment.
The portfolio is well diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2612.2289
Default rate dispersion 625.068
Weighted-average life (years)
excluding reinvestment period 4.9781
Obligor diversity measure 177.192
Industry diversity measure 23.578
Regional diversity measure 1.282
Transaction key metrics
Total par amount (mil. EUR) 610
Defaulted assets (mil. EUR) 0
Number of performing obligors 201
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.05
Target 'AAA' weighted-average recovery (%) 37.29
Target weighted-average spread net of floors (%) 3.60
Target weighted-average coupon (%) 3.03
S&P said, "In our cash flow analysis, we modeled the EUR610 million
target par amount, the covenanted weighted-average spread of 3.50%,
the covenanted weighted-average coupon of 3.50%, and the covenanted
weighted-average recovery rate of 36.29% at the 'AAA' level. For
all the other rated notes, we used the target weighted-average
recovery rates. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.
"Following the application of our structured finance sovereign risk
criteria, we expect the transaction's exposure to country risk to
be sufficiently limited at the assigned preliminary ratings, as the
exposure to individual sovereigns does not exceed the
diversification thresholds outlined in our criteria.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A-1 Loan and A-2 Loan and class A to F notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes is commensurate with
higher ratings than those we have assigned. However, as the CLO
will have a reinvestment period, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on these notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Arini European CLO VI is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Arini
Capital Management US LLC is the collateral manager.
Ratings
Prelim Prelim amount
Class rating* (mil. EUR) Sub (%) Interest rate§
A AAA (sf) 148.20 38.00 Three/six-month EURIBOR
plus 1.30%
A-1 Loan AAA (sf) 200.00 38.00 Three/six-month EURIBOR
plus 1.30%
A-2 Loan AAA (sf) 30.00 38.00 Three/six-month EURIBOR
plus 1.30%
B AA (sf) 67.10 27.00 Three/six-month EURIBOR
plus 1.80%
C A (sf) 36.60 21.00 Three/six-month EURIBOR
plus 2.15%
D BBB- (sf) 42.70 14.00 Three/six-month EURIBOR
plus 2.85%
E BB- (sf) 27.40 9.50 Three/six-month EURIBOR
plus 5.15%
F B- (sf) 18.30 6.50 Three/six-month EURIBOR
plus 8.00%
Sub notes NR 45.40 N/A N/A
*The preliminary ratings assigned to the class A and B notes and
class A-1 Loan and A-2 Loan address timely interest and ultimate
principal payments. The preliminary ratings assigned to the class C
to F notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
BECKETT MORTGAGES 2025-1: DBRS Finalizes BB(high) Rating on F Notes
-------------------------------------------------------------------
DBRS Ratings GmbH finalized provisional credit ratings on the
following classes of notes issued by Beckett Mortgages 2025-1 DAC
(the Issuer):
-- Class A at AAA (sf)
-- Class B at AA (high) (sf)
-- Class C at A (high) (sf)
-- Class D at A (sf)
-- Class E at BBB (high) (sf)
-- Class F at BB (high) (sf)
CREDIT RATING RATIONALE
The credit rating assigned to the Class A notes addresses the
timely payment of interest and the ultimate repayment of principal
by the legal final maturity date. The credit ratings assigned to
the Class B, Class C, Class D, Class E, and Class F notes address
the timely payment of interest once the relevant class of notes is
the senior-most and the ultimate repayment of principal by the
legal final maturity date. Morningstar DBRS does not rate the Class
R, Class X1 and Class X2 notes also issued in this transaction.
The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in Ireland. The collateralized notes are backed by
first-lien owner-occupied residential mortgage loans originated by
NUA Money Limited.
The transaction features a Liquidity Reserve Fund (LRF), which
provides liquidity support to the Class A and Class B notes in the
priority of payments. The initial balance of the LRF is 0.5% of the
Class A and Class B notes' outstanding balance at closing; on each
IPD the target level of the LRF will be 0.5% of the outstanding
balance of the Class A and Class B notes as at the end of the
collection period subject to a floor equal to 0.2% of the Class A
and Class B notes' outstanding balance at closing; once Class B
notes have redeemed, the LRF target will be zero.
The transaction also features a General Reserve Fund (GRF), which
provides liquidity and credit support to the rated notes. The
target balance of the GRF is equal to 1.25% of the portfolio
outstanding balance at closing minus the LRF target balance. In
other words, the general reserve was initially funded to its
initial balance of EUR 2.4 million and its target balance will then
increase as the LRF amortizes.
Morningstar DBRS calculated the credit enhancement for the Class A
Notes at 15.3%, which is provided by the subordination of the Class
B to Class F Notes and the initial balance of the GRF. Credit
enhancement for the Class B Notes is 9.3%, provided by the
subordination of the Class C to Class F Notes and the initial
balance of the GRF. Credit enhancement for the Class C Notes is
5.0%, provided by the subordination of the Class D to Class F Notes
and the initial balance of the GRF. Credit enhancement for the
Class D Notes is 2.8%, provided by the subordination of the Class E
to Class F Notes and the initial balance of the GRF. Credit
enhancement for the Class E Notes is 1.8%, provided by the
subordination of the Class F Notes and the initial balance of the
GRF. Credit enhancement for the Class F Notes is 0.8%, provided by
the initial balance of the GRF.
As of 1 September 2025, the mortgage portfolio consisted of 810
loans with an aggregate principal balance of EUR 227.2 million. All
the loans in the portfolio have been originated since September
2024, making the weighted average seasoning of the portfolio only 4
months. Most mortgage loans in the asset portfolio were granted to
employed borrowers (83.7%) and self-employed borrowers (16.2%) and
are all secured by a first-ranking mortgage right. The transaction
envisages a pre-funding mechanism to purchase additional loans
after closing until 31 December 2025 to reach a portfolio balance
equal to the collateralized notes balance.
All the mortgage loans in the portfolio are in their initial
fixed-rate period when they pay a fixed-rate coupon. These loans
are scheduled to switch to a Standard Variable Rate (SVR) based on
the 3-month Euribor index rate plus a margin in three or five years
after their origination dates. As of the cut-off date, all the
mortgage loans were reported as performing.
NUA Money Limited originated and services the mortgages. Pepper
Finance Corporation (Ireland) DAC is the appointed back-up servicer
at closing.
Morningstar DBRS' credit rating on the securities addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated Notes are the related
Interest Payment Amounts and the related Class Balances.
Notes: All figures are in euros unless otherwise noted.
CARLYLE GLOBAL 2014-2: Moody's Cuts Rating on Cl. E-R Notes to Caa1
-------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Carlyle Global Market Strategies Euro CLO
2014-2 Designated Activity Company:
EUR13,800,000 Class B-1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Apr 22, 2025
Upgraded to Aa1 (sf)
EUR10,000,000 Class B-2-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Apr 22, 2025
Upgraded to Aa1 (sf)
EUR19,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Apr 22, 2025
Upgraded to A2 (sf)
EUR11,700,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to Caa1 (sf); previously on Apr 22, 2025
Downgraded to B3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR239,400,000 (Current outstanding balance EUR75,835,211) Class
A-1-R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Apr 22, 2025 Affirmed Aaa (sf)
EUR10,400,000 Class A-2A-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Apr 22, 2025 Affirmed Aaa
(sf)
EUR26,400,000 Class A-2B-R Senior Secured Fixed Rate Notes due
2031, Affirmed Aaa (sf); previously on Apr 22, 2025 Affirmed Aaa
(sf)
EUR29,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Apr 22, 2025
Affirmed Ba2 (sf)
Carlyle Global Market Strategies Euro CLO 2014-2 Designated
Activity Company, originally issued in June 2014 and refinanced in
February 2017, November 2018 and most recently in May 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by CELF Advisors LLP. The transaction's reinvestment period
ended in May 2023.
RATINGS RATIONALE
The upgrades on the ratings on the Class B-1-R, B-2-R and C-R notes
are primarily a result of the significant deleveraging of the
senior notes following amortisation of the underlying portfolio
since the last rating action in April 2025; the downgrades to the
rating on the Class E-R notes is due to par losses experienced on
the portfolio since the last rating action in April 2025.
The affirmations on the ratings on the Class A-1-R, A-2A-R, A-2B-R
and D-R 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 Class A-1-R notes have paid down by approximately
EUR71.6million (30%) since the last rating action in April 2025 and
EUR163.6 million (68.3%) since closing. As a result of the
deleveraging, Class A-R, Class B-R, Class C-R, and Class D-R senior
over-collateralisation (OC) has increased. According to the trustee
report dated September 2025[1] the Class A-R, Class B-R, Class C-R,
and Class D-R OC ratios are reported at 182.54%, 150.70%, 131.85%
and 111.18% compared to March 2025[2] levels of 152.67%, 135.20%,
123.62% and 109.64% respectively.
At the same time, the junior over-collateralisation ratios of the
rated notes have deteriorated since the rating action April 2025.
According to the trustee report dated September 2025[1] the Class
E-R OC ratios are reported at 104.56% compared to March 2025[2]
levels of 104.86%, respectively.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
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 methodologies
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: EUR206.4m
Defaulted Securities: EUR1.66m
Diversity Score: 32
Weighted Average Rating Factor (WARF): 3,256
Weighted Average Life (WAL): 3.13 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.71%
Weighted Average Coupon (WAC): 4.10%
Weighted Average Recovery Rate (WARR): 44.12%
Par haircut in OC tests and interest diversion test: 0%
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 "Collateralized
Loan Obligations" published in October 2025.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. W Moody's e 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.
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.
CVC CORDATUS XIV: Moody's Affirms B2 Rating on EUR8.8MM Cl. F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by CVC Cordatus Loan Fund XIV Designated Activity Company:
EUR35,800,000 Class B-1-R Senior Secured Floating Rate Notes due
2032, Upgraded to Aaa (sf); previously on Aug 17, 2023 Upgraded to
Aa1 (sf)
EUR5,000,000 Class B-2-R Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aaa (sf); previously on Aug 17, 2023 Upgraded to Aa1
(sf)
EUR24,800,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa3 (sf); previously on Aug 17, 2023
Upgraded to A1 (sf)
EUR26,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa1 (sf); previously on Aug 17, 2023
Upgraded to Baa2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR211,000,000 (Current outstanding amount EUR173,958,793) Class
A-1-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa
(sf); previously on Aug 17, 2023 Affirmed Aaa (sf)
EUR25,000,000 (Current outstanding amount EUR20,611,231) Class
A-2-R Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf);
previously on Aug 17, 2023 Affirmed Aaa (sf)
EUR10,000,000 Class A-3-R Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Aug 17, 2023 Affirmed Aaa
(sf)
EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Aug 17, 2023
Affirmed Ba3 (sf)
EUR8,800,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Affirmed B2 (sf); previously on Aug 17, 2023 Affirmed B2
(sf)
CVC Cordatus Loan Fund XIV Designated Activity Company, issued in
May 2019 and refinanced in June 2021, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by CVC Credit
Partners European CLO Management LLP. The transaction's
reinvestment period ended in November 2023.
RATINGS RATIONALE
The rating upgrades on the Class B-1-R, Class B-2-R, Class C-R and
Class D-R notes are primarily a result of the deleveraging of the
senior notes following amortisation of the underlying portfolio
since the last rating action in August 2023.
The affirmations on the ratings on the Class A-1-R, Class A-2-R,
Class A-3-R, Class E and Class F notes are primarily a result of
the expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
The Class A-1-R and Class A-2-R notes have paid down by
approximately EUR37.1 million (15.7%) in the last 12 months and
EUR41.4 million (17.6%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased. According
to the trustee report dated August 2025[1] the Class A/B, Class C,
Class D and Class E OC ratios are reported at 141.7%, 129.3%,
118.4% and 110.4% compared to August 2024[2] levels of 139.4%,
128.2%, 118.3% and 110.9%, respectively. Moody's notes that the
August 2025 principal payments are not reflected in the reported OC
ratios.
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 methodologies
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: EUR350.4 million
Defaulted Securities: EUR5.56 million
Diversity Score: 49
Weighted Average Rating Factor (WARF): 2914
Weighted Average Life (WAL): 3.8 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.58 %
Weighted Average Coupon (WAC): 4.40 %
Weighted Average Recovery Rate (WARR): 43.22 %
Par haircut in OC tests and interest diversion test: 0%
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 "Collateralized
Loan Obligations" published in October 2025.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. 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.
-- 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.
FORTUNA CONSUMER 2024-2: DBRS Confirms B Rating on Class F Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the rated notes
issued by Fortuna Consumer Loan ABS 2024-2 Designated Activity
Company (the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (sf)
Additionally, Morningstar DBRS removed the Under Review with
Developing Implications (UR-Dev.) status on the Class B, Class C,
Class D, Class E and Class F Notes. These credit ratings were
placed UR-Dev. following the release of an updated Interest Rate
and Currency Stresses for Global Structured Finance Transactions
methodology. With respect to European interest rate stresses, the
methodology updated the initial increase or decrease period to a
length of four years from five years, happening in two consecutive
linear steps of one and three years each, instead of a single
linear step of five years.
The credit ratings of the Class A and Class B Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date in October 2034. The
credit ratings of the Class C, Class D, Class E and Class F Notes
address the ultimate payment of interest (but timely when as the
most senior class outstanding) and the ultimate repayment of
principal by the legal final maturity date.
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2025 payment date;
-- Updated probability of default (PD), loss given default (LGD),
and expected loss assumptions for the aggregate collateral pool;
-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating levels;
and
-- No revolving termination events have occurred.
CREDIT RATING RATIONALE
The transaction is a securitization backed by a portfolio of
unsecured fixed-rate consumer loans brokered through auxmoney GmbH
(auxmoney) in co-operation with Süd-West-Kreditbank Finanzierung
GmbH, granted to individuals domiciled in Germany and serviced by
CreditConnect GmbH, a fully owned subsidiary of auxmoney. The
transaction closed in October 2024 with an initial collateral
portfolio of EUR 500.0 million. The transaction includes a
revolving period of 12 months, scheduled to end on the October 2025
payment date (included). After the end of the scheduled revolving
period, the notes will enter into a pro rata redemption if no
sequential amortization trigger event occurs.
PORTFOLIO PERFORMANCE
As of the August 2025 cut-off date, loans that were in dunning
levels 1 and 2 represented 2.7% and 1.0% of the outstanding
collateral balance, respectively, while loans that were in dunning
levels 3 and 4 represented 0.8%. Gross cumulative defaults amounted
to 2.9% of the aggregate portfolio initial balance, 26.1% of which
has been recovered to date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS received updated historical vintage data from the
originator and conducted a loan-by-loan analysis of the remaining
pool of receivables. Morningstar DBRS updated its base case PD
assumption to 9.8% and maintained its LGD assumption at 72.5%.
Since the revolving period is coming to an end, Morningstar DBRS
elected to base its analysis on the current portfolio composition.
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the rated notes.
As of the September 2025 payment date, credit enhancement to the
Class A, Class B, Class C, Class D, Class E, and Class F Notes was
31.5%, 23.5%, 15.0%, 9.0%, 4.5%, and 3.0%, respectively, unchanged
since Morningstar DBRS' initial credit ratings due to the revolving
period.
The transaction benefits from liquidity support provided by an
amortizing cash reserve, available only if the interest and
principal collections are not sufficient to cover the shortfalls in
senior expenses, interests on the Class A Notes and, if not
deferred, the interest payments on other classes of rated notes.
After the end of the revolving period, it will amortize subject to
a target required amount, which is the higher between the 1.5% of
the notes' outstanding balance and the floor level of EUR 2.5
million. As of the September 2025 payment date, the reserve was at
its target balance of EUR 7.5 million.
Deutsche Bank AG acts as the account bank for the transaction.
Based on Morningstar DBRS' reference rating of Deutsche Bank AG at
AA (low) (one notch below its Long Term Critical Obligations Rating
of AA), the downgrade provisions outlined in the transaction
documents, and structural mitigants inherent in the transaction
structure, Morningstar DBRS considers the risk arising from the
exposure to the account bank to be consistent with the credit
ratings assigned to the notes, as described in Morningstar DBRS'
"Legal and Derivative Criteria for European Structured Finance
Transactions" methodology.
BNP Paribas SA (BNP) acts as the hedging counterparty in the
transaction. Morningstar DBRS' public Long Term Critical
Obligations Rating of AA (high) on BNP is consistent with the First
Rating Threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
NORTH WESTERLY X: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to North
Westerly X ESG CLO DAC's class A-1 Loan and A-2 Loan and class A,
B, C, D, E, and F notes. At closing, the issuer will also issue
unrated class M-1, M-2, and subordinated notes.
Under the transaction documents, the rated loans and notes will pay
quarterly interest unless a frequency switch event occurs, upon
which the loans and notes pay semiannually.
This transaction has a 1.5 year noncall period, and the portfolio's
reinvestment period will end approximately 4.5 years after
closing.
The preliminary ratings assigned to the loans and notes reflect
S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated loans and notes through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings weighted-average rating factor 2,750.55
Default rate dispersion 405.30
Weighted-average life (years) including
reinvestment period 4.73
Obligor diversity measure 136.03
Industry diversity measure 22.55
Regional diversity measure 1.37
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0
Number of performing obligors 152
Portfolio weighted-average rating
derived from our CDO evaluator B
'CCC' category rated assets (%) 0.00
'AAA' target portfolio weighted-average recovery (%) 36.56
Target weighted-average spread (net of floor, %) 3.87
Target weighted-average coupon (%) 3.58
Rating rationale
S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'. The portfolio primarily comprises broadly syndicated
speculative-grade senior secured term loans and bonds on the
effective date. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million par amount,
the target weighted-average spread (3.87%), the target
weighted-average coupon (3.58%), and the target portfolio
weighted-average recovery rate for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our counterparty
criteria.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B to F notes could withstand
stresses commensurate with higher preliminary ratings than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned preliminary ratings on the
notes. The class A-1 Loan and A-2 Loan and class A notes can
withstand stresses commensurate with the assigned preliminary
ratings.
"In addition to our standard analysis, we also included the
sensitivity of the preliminary ratings on the A-1 Loan and A-2 Loan
and class A to E notes based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
North Westerly X ESG CLO is a European cash flow CLO securitization
of a revolving pool, comprising euro-denominated senior secured
loans and bonds issued mainly by speculative-grade borrowers. The
transaction will be co-managed by North Westerly Holding B.V. and
Aegon Asset Management UK PLC.
Ratings
Prelim. Balance Credit
Class rating* (mil. EUR) enhancement (%) Interest rate§
A AAA (sf) 83.00 38.00 Three/six-month EURIBOR
plus 1.31%
A-1 Loan AAA (sf) 125.00 38.00 Three/six-month EURIBOR
plus 1.31%
A-2 Loan AAA (sf) 40.00 38.00 Three/six-month EURIBOR
plus 1.31%
B AA (sf) 44.00 27.00 Three/six-month EURIBOR
plus 1.90%
C A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 2.25%
D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.00%
E BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 5.15%
F B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 8.00%
M-1 NR 15.0 N/A N/A
M-2 NR 35.0 N/A N/A
Sub. Notes NR 30.20 N/A N/A
*The preliminary ratings assigned to the class A-1 Loan and A-2
Loan and class A and B notes address timely interest and ultimate
principal payments. The preliminary ratings assigned to the class
C, D, E, and F notes address ultimate interest and principal
payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
Sub.--Subordinated.
RIDDLES BROS: Grant Thornton Named as Administrators
----------------------------------------------------
Riddles Bros Limited was placed into administration proceedings in
The High Court Of Justice In Northern Ireland Chancery Division
(Company Insolvency), No. 29817 of 2025, and Gareth Latimer and
Stephen Cave of Grant Thornton Advisors (NI) LLP were appointed as
administrators on Sept. 24, 2025.
Riddles Bros engaged in the operation of quarry activities.
Its registered office and principal trading address is at 34 Lupin
Avenue, Dunamanagh, Strabane, BT82 0PG
The joint administrators can be reached at:
Stephen Cave
Gareth Latimer
Grant Thornton Advisors (NI) LLP
12 – 15 Donegall Square West
Belfast BT1 6JH
TIKEHAU CLO XIV: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Tikehau CLO XIV DAC's class A to F notes. At closing, the issuer
will also issue EUR39.80 million of unrated subordinated notes.
The portfolio's reinvestment period will end approximately 4.5
years after closing, while the non-call period will end two years
after closing.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2748.324
Default rate dispersion 475.809
Weighted-average life (years) 4.927
Obligor diversity measure 158.988
Industry diversity measure 22.906
Regional diversity measure 1.273
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 36.79
Target weighted-average coupon (%) 5.84
Target weighted-average spread (net of floors; %) 3.73
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments.
Rating rationale
S&P said, "We expect the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR500 million target par
amount, the covenant weighted-average spread (3.73%) indicated by
the collateral manager, and the covenanted weighted-average coupon
(5.50%). We modelled the covenanted weighted-average recovery rate
at the 'AAA' rating level and the target weighted average recovery
rates at all other rating levels. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher preliminary ratings than those we
have assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped the assigned preliminary ratings. The
class A and F notes can withstand stresses commensurate with the
assigned preliminary ratings.
"Until the end of the reinvestment period on May 15, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and compares that with the
current portfolio's default potential plus par losses to date. As a
result, until the end of the reinvestment period, the collateral
manager may through trading deteriorate the transaction's current
risk profile, if the initial ratings are maintained.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary ratings.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A to F notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category--and we would assign a
preliminary 'B-' rating if the criteria for assigning a 'CCC'
category rating are not met--we have not included the above
scenario analysis results for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Prelim. Prelim. Amount Indicative
Class rating* (mil. EUR) Sub (%) interest rate§
A AAA (sf) 310.00 38.00 Three/six-month EURIBOR
plus 1.31%
B AA (sf) 55.00 27.00 Three/six-month EURIBOR
plus 1.85%
C A (sf) 30.00 21.00 Three/six-month EURIBOR
plus 2.20%
D BBB- (sf) 35.00 14.00 Three/six-month EURIBOR
plus 3.00%
E BB- (sf) 22.50 9.50 Three/six-month EURIBOR
plus 5.25%
F B- (sf) 15.00 6.50 Three/six-month EURIBOR
plus 8.25%
Sub. Notes NR 39.80 N/A N/A
*The preliminary ratings assigned to the class A and B notes
address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C to F notes address
ultimate interest and principal payments.
§Solely for modeling purposes as the actual spreads may vary at
pricing. The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
=========
I T A L Y
=========
BCC NPL 2018-2: DBRS Cuts Class A Notes Rating to 'CCC'
-------------------------------------------------------
DBRS Ratings GmbH downgraded its credit rating on the Class A Notes
issued by BCC NPLs 2018-2 S.r.l. (the Issuer) to CCC (sf) from B
(low) (sf) with a Negative trend, and in addition, Morningstar DBRS
confirmed its credit rating on the Class B Notes at CC (sf).
The transaction represents the issuance of Class A, Class B, and
Class J Notes (collectively, the Notes). The credit rating on the
Class A Notes addresses the timely payment of interest and the
ultimate repayment of principal on or before the final maturity
date in July 2042. The credit rating on the Class B Notes addresses
the ultimate payment of both interest and principal. Morningstar
DBRS does not rate the Class J Notes.
At issuance, the Notes were backed by a EUR 2 billion portfolio by
gross book value consisting of a mixed pool of Italian
nonperforming residential mortgage loans, commercial mortgage
loans, and unsecured loans originated by 73 Italian banks.
doValue S.p.A. (doValue or the Special Servicer) services the
receivables. doNext S.p.A. acts as the master servicer while Banca
Finanziaria Internazionale S.p.A. (Banca Finint) has been appointed
as backup servicer.
CREDIT RATING RATIONALE
The credit rating actions follow a review of the transaction and
are based on the following analytical considerations:
-- Transaction performance: An assessment of portfolio recoveries
as of June 2025, focusing on (1) a comparison between actual
collections and the Special Servicer's initial business plan
forecast, (2) the collection performance observed over recent
months, and (3) a comparison between the current performance and
Morningstar DBRS' expectations.
-- Updated business plan: The Special Servicer's updated business
plan as of December 2024, received in June 2025, and the comparison
with the initial collection expectations.
-- Portfolio characteristics: Loan pool composition as of June
2025 and the evolution of its core features since issuance.
-- Transaction liquidating structure: The order of priority is
fully sequential amortization of the Notes (i.e., the Class B Notes
will begin to amortize following the full repayment of the Class A
Notes, and the Class J Notes will amortize following the repayment
of the Class B Notes). Additionally, interest payments on the Class
B Notes become subordinated to principal payments on the Class A
Notes if the cumulative collection ratio (CCR) or present value
cumulative profitability ratio (PV CPR) is lower than 80%. The CCR
trigger has been activated since January 2023. The actual figures
for the CCR and PV CPR were 51.4% and 90.2% as of the July 2025
Interest Payment Date, respectively, according to the Special
Servicer.
-- Liquidity support: The transaction's amortizing cash reserve
provides liquidity to the structure and covers potential interest
shortfall on the Class A Notes and senior fees. The cash reserve
target amount is equal to 3.0% of the Class A principal outstanding
and is currently fully funded.
TRANSACTION AND PERFORMANCE
According to the latest investor report from July 2025, the
outstanding principal amounts of the Class A, Class B, and Class J
Notes were EUR 282.0 million, EUR 60.1 million, and EUR 20.0
million, respectively. As of the July 2025 payment date, the
balance of the Class A Notes had amortized by 41.0% since issuance
and the aggregated transaction balance was EUR 362.2 million.
As of June 2025, the transaction was performing below the Special
Servicer's initial business plan expectations. The actual
cumulative gross collections equaled EUR 353.8 million whereas the
Special Servicer's business plan estimated cumulative gross
collections of EUR 673.4 million for the same period. Therefore, as
of June 2025, the transaction was underperforming by EUR 319.6
million (-47.5%), compared with the initial business plan
expectations.
At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 516.5 million at the BBB
(low) (sf) stressed scenario and EUR 674.4 million at the CCC (sf)
stressed scenario. Therefore, as of June 2025, the transaction was
performing below Morningstar DBRS' initial stressed expectations
both in the BBB (low) (sf) scenario and the CCC (sf) scenario.
In June 2025, the Special Servicer delivered an updated portfolio
business plan (the Updated Business Plan) as of December 2024. The
Updated Business Plan, combined with the actual cumulative gross
collections of EUR 337.9 million as of 31 December 2024, results in
a total of EUR 695.0 million in expected gross collections, which
is 16.3% lower than the total gross collections of EUR 830.6
million estimated in the initial business plan.
Without including actual collections, the Special Servicer's
expected future collections from January 2025 are now accounting
for EUR 357.1 million (EUR 232.5 million in the initial business
plan). Therefore, the Special Servicer's expectation for
collections on the remaining portfolio was revised upward by
partially postponing the previous underperformance into the future
and timing of collections is now expected later than initially
envisaged.
Furthermore, the Special Servicer's expected future collections,
excluding actual collections, from June 2025 onward account for EUR
342.8 million. In Morningstar DBRS' CCC (sf) scenario, the Special
Servicer's updated forecast was adjusted only in terms of actual
collections to date and the timing of future expected collections.
Considering the underperformance of cumulative actual collections,
the Special Servicer's downward revision of the expected
collections, as well as increased legal and procedural costs, the
uncertainty regarding full repayment of the Class A Notes is
increasing. Morningstar DBRS therefore downgraded the credit rating
on the Class A Notes to CCC (sf) and maintained the Negative
trend.
Morningstar DBRS observes that the full repayment of the Class B
Notes is highly unlikely. But considering the transaction structure
and the characteristics of the Class B Notes, as defined in the
transaction documents, Morningstar DBRS notes that a default would
most likely be recognized only at the maturity or early termination
of the transaction.
The final maturity date of the transaction is in July 2042.
Notes: All figures are in euros unless otherwise noted.
SAMMONTANA ITALIA: Fitch Cuts Rating on EUR925MM Sec. Notes to B+
-----------------------------------------------------------------
Fitch Ratings has downgraded Sammontana Italia S.p.A.'s (SI) EUR925
million senior secured notes (SSN) to 'B+' from 'BB-'. The Recovery
Rating has been revised to 'RR4' from 'RR3'. Fitch has removed the
notes from Rating Watch Negative (RWN). Fitch has affirmed SI's
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook.
The revised RR reflects diminished recovery prospects for the
senior secured debt following the recently finalised increase in
the revolving credit facility (RCF) and the amount of the notes.
The IDR reflects the strong business profile and moderate execution
risks in achieving top line and cost synergies, and scope for
sustained positive free cash flow (FCF) from 2026. However, funding
of the La Rocca acquisition with debt marks a move towards a more
aggressive financial policy and delays to 2026 the reduction of
leverage below 5.5x, the maximum level consistent with the rating.
Key Rating Drivers
Italian Frozen Foods Leader: SI is the result of the end-2024
merger of two market leaders in Italy, with strong routes to market
in complimentary food categories using cold storage and
distribution chains. SI has leading market shares and channel
diversification, although geographic concentration constrains the
rating. It leads in non-bread frozen bakery products and is strong
in a broad range of sweet frozen categories distributed mainly to
bars, hotels and restaurants but also supermarkets and
hypermarkets.
Conservative Financial Policy Tested: SI's strategy aims for
organic growth and acquisitions of small sector peers and some
distributors in Italy, the US and Europe. Its projections assume
bolt-on M&A of EUR25 million-EUR40 million funded from annual FCF
over 2026-2028.
The 'B+' rating assumed that resources for M&A would come
exclusively from divestment proceeds and FCF, enabling leverage to
stay under 5.5x from 2025. However, the funding of the acquisition
of Canadian company La Rocca for EUR95 million and restructuring
charges with a EUR125 million tap issue rather than internally
generated resources and the EUR45 million disposal proceeds from
Lizzi, delays deleveraging from a high 6.0x in 2024 to below 5.5x
by one year to 2026, a change from the initially stated financial
policy.
Progress on Delivering Synergies: The company is leveraging the
complimentary product portfolios and routes to market of the two
merged entities to deliver cost synergies. Fitch views these plans,
together with expectations of benefits from cross-selling as
ambitious, but SI made good progress during 1H25, having achieved
EUR6.5 million of its EUR27 million target by end-2026. Fitch
assesses execution risks as moderate and expect to improve its
assessment once planned cost synergies are closer to completion.
Favourable Trends, Saturation Risks: Fitch believes SI will
continue to benefit from the need to contain labour costs in the
hotel/restaurant/catering industry, which will support continued
adoption of frozen bakery products despite an already high rate of
penetration. Their use significantly reduces manual and
person-controlled work in bakery product production. Small bars are
widespread in Italy, providing a range of food and drinks for most
meals across the day and are SI's main client base.
Profitable Packaged Food Company: The company reported combined
Fitch-adjusted EBITDA of EUR147 million in 2024, representing a
margin of 16%, which was maintained in 1H25 thanks to price
increases to pass on input cost inflation. This profitability is
consistent with the mid to high end of European packaged food
companies. Fitch assumes a continued healthy pace of profit growth,
with margin uplift towards 18% by 2028 thanks to acquisitions,
synergies and the roll-out of new products and new market entries.
Good Cash Flow Generation: The 'B+' IDR is supported by its
estimated initially modest, but gradually expanding, sustained
positive FCF. Fitch projects more subdued FCF in 2025 but believe
it should grow to EUR50 million in 2026 and EUR70 million-EUR80
million in 2027-2028. This will be driven by SI's strong EBITDA
margin along with reducing post-merger execution risks and despite
high planned capex disbursements of EUR50 million-EUR55 million a
year.
Opportunities to Expand Abroad: SI intends to leverage on
favourable demand trends to expand in the US, France and
German-speaking European countries. Fitch believes these plans,
which envisage bringing sales outside Italy to 25% by 2028, have
good prospects for success, thanks to the potential demand for
Italian gelato and Italian products in general. The company is
mitigating challenges linked to tariffs in the US with local
sourcing and pricing power linked to its premium level.
Peer Analysis
Sigma Holdco BV (B/Stable), Picard BondCo S.A. (B/Stable), IRCA
Group Luxembourg Midco 3 S.a.r.l. (B/Stable ) are all rated one
notch lower than SI. Their business profiles are broadly comparable
with SI's. Sigma is the largest and most geographically
diversified, with higher margins supported by strong brands despite
a single-category focus, while Picard is more domestically focused.
However, these benefits are tempered by higher leverage.
Nomad Foods Limited's (BB/Stable) two-notch differential with SI
reflects the former's strength in branded and private-label frozen
food, and more diverse portfolio of categories and geographies of
operation, and larger overall scale, leading to a stronger business
profile. Combined with Nomad's higher cash generation, this
justifies larger debt capacity. Nomad's rating also reflects its
lower gross leverage of around 4.5x.
Platform Bidco Limited (Valeo Foods; B-/Stable) and Biscuit Holding
SAS (B-/Negative), two notches rating differential with SI,
reflects their weaker credit profiles, constrained by much higher
leverage above 7x despite comparable business profiles, and Valeo
Food's larger scale.
Key Assumptions
- Organic revenue growth of 4% and 5% in 2025-2026 before
normalising to around 3.5% annually over 2027-2028
- EBITDA margin at around 15.3% in 2025, growing toward 17.6% by
end-2028
- Annual capex of around EUR65 million in 2025, before normalising
at around EUR50 million thereafter
- FCF margins in the low single digits in 2025 before stepping up
to mid-single digits from 2026
- Total aggregate bolt-on spending of EUR150 million over 2025-2028
largely covered with internally generated cash flow
Recovery Analysis
Its recovery analysis assumes SI would be considered a going
concern (GC) in bankruptcy, and that it would be reorganised rather
than liquidated. This is because most of its value lies within its
established brand portfolio, and client relationships and
production and logistic capabilities. Fitch assumes a 10%
administrative claim.
Fitch assesses GC EBITDA at EUR125 million, representing a
hypothetical distressed EBITDA, at a level at which the group would
have to undergo a debt restructuring due to an unsustainable
capital structure. The GC EBITDA assumes corrective measures and
the restructuring of the capital structure for the company to be
able to remain a GC. Financial distress leading to debt
restructuring may be driven by SI losing part of its key retailer
base, disruption in the Italian operations or having issues with
the post-merger integration.
Fitch applies a recovery multiple of 5.5x, at about the mid-point
of its multiple distribution in EMEA and in line with sector
peers.
Fitch assumed the increased EUR170 million RCF (previously EUR140
million) is fully drawn on default. The RCF ranks super senior,
ahead of the EUR925 million upsized SSNs (previously EUR800
million). Its waterfall analysis generated a ranked recovery for
the senior secured noteholders in the 'RR4' category (previously
'RR3'). That has led to a downgrade of the instrument rating from
'BB-' to 'B+', now in line with the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA margin below 15% and neutral to positive FCF generation
- EBITDA gross leverage remaining above 5.5x, due to slower pace of
delivery of organic growth strategy or debt-funded acquisitions
- Reducing liquidity headroom due to higher working capital
seasonality and M&A disbursements than anticipated
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
Fitch does not envisage an upgrade to the 'BB' rating category. Any
positive rating action will be subject to:
- Achievement of wider scale and diversification, measured as
EBITDA reaching EUR300 million and contribution of non-Italian
markets to EBITDA growing to at least one quarter
- EBITDA gross leverage dropping below 4.5x, thanks to organic
growth, integration of bolt-on targets or gross debt prepayment,
and EBITDA interest coverage above 3.5x
- Evidence of EBITDA margin expanding sustainably to 18% or above,
sustaining FCF at mid-single digit
Liquidity and Debt Structure
Fitch forecasts SI's available cash balance at around EUR47 million
at end-2025 after completion of the EUR125 million SSN tap issuance
and considering Fitch restricts EUR50 million of cash for daily
operational purposes, including intra-year business seasonality.
This liquidity is complemented by the almost full availability of
the committed RCF of EUR170 million with no significant debt
maturing before 2031.
Issuer Profile
SI was created from the merger of Sammontana with Forno d'Asolo. It
manufactures and distributes ice creams, and frozen sweet and
savoury pastries and patisserie.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
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
----------- ------ -------- -----
Sammontana Italia S.p.A. LT IDR B+ Affirmed B+
senior secured LT B+ Downgrade RR4 BB-
===================
L U X E M B O U R G
===================
EP BCO: S&P Affirms 'BB-' LT ICR & Alters Outlook to Negative
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on EP Bco S.A. and removed the ratings from the negative
CreditWatch placement. S&P assigned a 'BB-' issue credit rating on
the proposed EUR581 million term loan of Euroports Finco 2, with a
recovery rating of '4' (45%), given the now higher amount of
first-lien liabilities. S&P also affirmed its existing issue and
recovery ratings on the existing first- and second-lien loan. The
issue rating on the revolving credit facility (RCF) has been
withdrawn at the issuer's request.
S&P said, "The negative outlook reflects our expectation of limited
financial headroom and S&P Global Ratings' forecast of limited free
operating cash flow (FOCF) after lease repayments, while the
company operates under a more uncertain macroeconomic environment.
We could lower the ratings if the proposed refinancing does not
materialize. We could also lower the ratings in the next 12-18
months if we expect the company will generate negative FOCF after
lease repayments, or if funds from operations (FFO) to debt falls
below 8%. This is after the company performed slightly below the 8%
FFO-to-debt threshold in 2023 and potentially in 2025.
"We think trade uncertainties could ultimately impact operating
performance. Therefore, we lowered our EBITDA forecast and margins
on the company in the coming years." This could however be
partially mitigated through the diversification at Euroports
Holdings S.a.r.l., the operating company of the EP Bco S.A. group,
where strategically located ports handle essential commodities."
At the same time, Euroports Finco 2 N.V., as issuer of the group's
debt, is proposing to amend and upsize its first-lien term loan to
EUR581 million, which will replace the current EUR508 million
first-lien term loan and EUR73 million second-lien term loan. The
proposed transaction will reduce interest expenses and extend
maturities, which S&P views positively, in the context of the
subdued operating environment and financial headroom.
S&P said, "Financial headroom within the rating remains limited
because we now assume lower growth, although this could be
partially mitigated by the proposed refinancing. S&P Global Ratings
expects the weighted average GDP of the countries where Euroports
has operations will remain subdued in 2025, reaching about 1.5%,
before reaching 1.8% in 2027. We think that the European economy
remains vulnerable to potential spillovers from the U.S. trade
policy.
"As a result of the current more uncertain macroeconomic
environment, we now assume revenue growth will be weaker compared
with our previous expectations. Our base case now includes a
slowdown in second-half 2025, followed by the strong performance in
first-half 2025, reaching 6% revenue growth in 2025, close to 2.5%
in 2026 and 2027 and flat margins from 2025-2027. This compares
with our previous expectation of revenue growth of 9%, 7%, and 4%
in 2025-2027, and increasing EBITDA margins through the period.
Most of the cargo handled by Euroports is intra-European and the
company has limited direct exposure from/to U.S. trade. In China,
where about 10% of the EBITDA is generated, the terminals mainly
import pulp and paper from South America.
"Our lower EBITDA forecast could be partially mitigated by the
proposed refinancing interest savings, depending on final
conditions. In certain scenarios, EP Bco does not reach the 8% FFO
to debt threshold for the 'BB-' rating over the next years, after
posting results slightly below this threshold in 2023 and
potentially in 2025. However, the company has optimized the tax
structure in 2025 and has accumulated losses from previous years
that could decrease taxes beyond our current assumptions, however
the level of taxes remains uncertain.
"We expect EP Bco will generate limited to negative FOCF after
lease repayments in the coming years, the extent of which remains
uncertain. This will depend on future performance, refinancing
conditions, taxes and lease repayments and additions. Given that
most of the capital expenditure (capex) is for maintenance and that
EP Bco is not expected to pay dividends to its shareholders, the
sustainability of metrics in the coming years will depend on EBITDA
growth, as we do not expect debt to reduce. If the RCF is not
upsized as part of this refinancing, we think there is limited
flexibility in our adequate liquidity assessment.
"The strengths in the business model underpin our affirmation,
which could mitigate the more uncertain macroeconomic environment.
Euroports has long-standing client relationships supported in some
cases by proximity to customers' facilities, and contractual
arrangements with, for example, exclusivity or minimum volume
guaranteed clauses. We view these arrangements and the
diversification through different strategically located ports where
essential commodities are handled as positive. The largely variable
cost base could also help offset a potential slowdown in the
revenues.
"We expect the strategy and supportive policies will be maintained
even if a new shareholder joins the structure given the governance
in place. The current shareholders may be considering selling
jointly a 53.4% ownership of EP Bco. This is because R-Logitech SA
might be considering selling its 24.90% stake, and the two Belgium
regional and sovereign wealth funds might be considering reducing
its stake to 23.3% each, from the current 37.55%, after some
changes in stakes that occurred in June 2024. The company's
strategy to organically grow the terminal segment (which
represented slightly more than 80% of adjusted EBITDA in 2024)
supports our affirmation. Although there is an aspiration of
becoming an even more diversified operator player, there is
currently limited flexibility given the leverage levels. We expect
the two Belgium funds, which now are majority jointly, will remain
supportive of EP Bco.
"The negative outlook reflects our expectation of limited rating
headroom going forward, while EP Bco generates limited S&P Global
Ratings FOCF after lease repayments and while the company operates
under a more uncertain macroeconomic environment. We could lower
the ratings if the proposed refinancing does not materialize, or
its terms are weaker than we analyzed, leading to higher interest
payments or the RCF not been upsized.
"We could also lower the ratings in the next 12-18 months if we
expect the company will generate negative FOCF after lease
repayments, or if FFO to debt falls below 8% or debt to EBITDA
rises above 6.5x over 2026-2027."
S&P could lower the issuer credit rating if the proposed
refinancing does not materialize. S&P could also lower the rating
in the next 12-18 months if one or more of the below conditions
were to take place:
-- If S&P expects EP Bco will generate S&P Global Ratings'
negative FOCF after lease repayments;
-- Metrics deteriorate with FFO to debt below 8% or Debt to EBITDA
increasing above 6.5x. This could occur if volumes handled in the
terminals and logistics, or pricing, are lower than S&P
anticipates, and this is not accommodated by lower costs;
-- Higher-than-expected debt-funded acquisitions and investments
that are not sufficiently compensated by EBITDA growth;
-- Euro Interbank Offered Rate (EURIBOR) increase beyond our
expectation as all the financial debt is floating;
-- There is a change in the shareholder agreement or a detrimental
change to the governance, leading to us reassessing S&P's rating
approach;
-- S&P's view of information transparency at group level weakens,
because of information misstatements or restatements for example;
-- S&P identifies additional financial debt or debtlike
instruments as part of the structure up to Thaumas N.V, other than
the shareholder loan of about EUR17 million that it already
includes in its leverage analysis; or
-- EP Bco's liquidity diminishes, reducing financial flexibility
and the company's ability to maintain an adequate liquidity, with
sources of liquidity over uses of liquidity falling below 1.2x in
the following 12 months.
S&P said, "We could revise the outlook to stable in the coming
12-18 months, if we were to have more certainty the company will
deliver FFO to debt comfortably and sustainably above 8% and debt
to EBITDA below 6.5x, together with less negative S&P Global
Ratings' FOCF after lease repayments. This could occur due to a
combination of a successful refinancing of the capital structure,
more visibility on the taxes that will be paid in the years to
come, and a consolidation of the financial performance above our
expectations, after been slightly below 8% FFO to debt in 2023 and
potentially in 2025."
EP PACO SA: Moody's Affirms 'B1' CFR, Outlook Remains Stable
------------------------------------------------------------
Moody's Ratings has affirmed the B1 Corporate Family Rating and the
B1-PD probability of default rating of EP PaCo S.A. (Euroports),
following the proposed amend and extend (A&E) transaction of its
senior secured term loan. Concurrently, Moody's have assigned a B1
rating to the proposed amended and extended senior secured term
loan due 2032 and affirmed the B1 rating of the existing EUR35
million revolving credit facility (RCF), both issued by Euroports
FinCo 2 NV. The outlooks of EP PaCo S.A. and Euroports FinCo 2 NV
remain stable.
As part of the transaction, Euroports will (i) upsize its current
senior secured term loan from EUR507.5 million to EUR580.5 million
and extend the maturity from June 2029 to June 2032. Proceeds from
the amended and extended loan will be used to fully redeem the
existing EUR73 million senior secured second lien term loan due
2030 and roll-over the existing EUR507.5 million senior secured
first lien term loan, which Moody's have affirmed at B1 in this
action, into a single class senior secured term loan of EUR580.5
million. Additionally, approximately EUR3 million in transaction
fees will be covered from cash on hand. The B3 rating of the EUR73
million senior secured second lien term loan will be withdrawn once
repaid and the B1 rating of EUR507.5 million senior secured first
lien term loan will be withdrawn once rolled over. Upon completion,
the company's debt structure will consist solely of a single class
of senior secured debt.
RATINGS RATIONALE
The B1 senior secured rating of the senior secured term loan and
revolving credit facility align with Euroports' CFR due to the
guarantees provided on a senior secured basis by EP PaCo S.A., EP
BCo S.A., and all material subsidiaries. These subsidiaries
collectively account for 90% of the group's consolidated EBITDA and
consolidated gross assets, which solidifies their substantial claim
on the group's assets. The affirmation of the B1 CFR reflects
Moody's expectation that the operating and financial performance of
the group will continue to improve, such that the funds from
operations (FFO)/debt ratio will remain comfortably positioned
within the ratio guidance for a B1 rating, i.e. an FFO/Debt of at
least 7%.
However, Euroports' B1 rating remains weakly positioned, with
FFO/debt at 5.9% at year-end 2024, below prior expectations due to
higher interest costs and the residual shareholder loan (EUR17
million) that is accruing. However, the repricing and
simplification of the debt structure are expected to reduce
interest expense in such a way that the Moody's-adjusted FFO/debt
will reach and remain around 7–7.5% over the next 12–18 months,
in line with the rating guidance.
In 2024, Euroports' revenues increased by 11%, reaching EUR1,028
million, and OEBITDA as defined and reported by Euroports grew by
5%, driven primarily by the terminal segment's strong performance,
particularly in Belgium, France and Finland. Terminal revenues grew
by 1.7% year-over-year, up to EUR486.1 million, while MPL revenues
grew by 23.1% year-over-year, up to EUR553 million. For 2025,
Moody's estimates OEBITDA to continue to grow as the company is
well diversified in terms of commodities and markets served, with
limited exposure to the US.
Overall, Euroports' B1 CFR continues to reflect (1) the strategic
location of Euroports' key terminals with a long average concession
life; (2) the high degree of geographical and industry
diversification, through strong terminal presence in Europe and in
China; (3) a resilient operating profile, supported by robust
terminal activity; (4) the contractual ability to pass through
inflation on the vast majority of its contracts; and (5) long
standing relationships with a well-diversified group of large
industrial customers with contractual take-or-pay or volume
requirement features, which somewhat offset the volatility of
underlying commodities handled.
The rating also reflects the following challenges (1) Euroports'
exposure to cyclical industries, negative sector trends or adverse
weather conditions, notwithstanding contractual arrangements with
key customers; (2) high financial leverage, with leverage reduction
mainly reliant on EBITDA growth; (3) a share of the logistic
business in total EBITDA, which has lower profitability and a
weaker business profile than the traditional port operating
business; and (4) the absence of interest rate hedging, which
leaves the company exposed to interest rates changes.
On June 24, 2024, R-LOGITECH, the majority shareholder of Thaumas
N.V. (the holding company of Euroports), holding 53.4% of voting
shares, announced the sale of a portion of its shares in Thaumas
N.V. to Participatiemaatschappij Vlaanderen (PMV) and Société
Fédérale de Participations et d'Investissement (SFPIM)
(co-shareholders that each previously owned 23.3% of the voting
shares). Consequently, PMV and SFPIM became, together and
temporarily, the majority shareholders of Euroports. This
transaction is expected to be the first step towards the sale of
the entire stake held by R-LOGITECH in Thaumas. The ratings
incorporate an element of ongoing support from the Belgian funds,
SFPIM and PMV, which now jointly own 75% of Thaumus N.V., as
suggested by their acquisition of shares from the previous majority
shareholder, R-LOGITECH.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
LIQUIDITY AND DEBT COVENANTS
Euroports' liquidity position is good, underpinned by EUR84 million
of cash on balance sheet, as of June 30th 2025. The company has a
committed facility of EUR35 million, currently fully drawn, with a
final maturity in June 2028. Following the transaction, the company
will not face any significant debt maturity before 2032 when the
new senior secured term loan becomes due. Moody's do not expect the
company to distribute dividends over the next 12-18 months.
Overall, given Euroports' relatively low capital spending
requirements, Moody's expects that Euroports' liquidity position
and cash flow generation will be sufficient to cover its capital
expenditures and debt service obligations in the following 12-18
months.
Euroports' RCF contains a springing leverage-based financial
covenant (net senior secured leverage ratio below 7.0x), which
becomes applicable once drawing under the RCF reaches 40%, and is
tested quarterly. As of June 30th 2025, the total net leverage
ratio was reported at 5.40x.
RATIONALE FOR OUTLOOK
The stable outlook reflects Moody's expectations that Euroports'
operating performance will continue to improve and financial
metrics will remain in line with the ratio guidance for the B1
rating level, particularly that its FFO/debt ratio will reach and
remain above 7%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could develop if Euroports demonstrates a
consistent growth in EBITDA or a reduction in debt levels, such
that its FFO/debt is positioned above 10% on a sustained basis; and
it maintains good liquidity.
Downward rating pressure could develop as a result of a weakening
in the group's financial profile, such that its FFO/debt falls
below 7%; a substantial deterioration in the group's liquidity or
decline in cash balances below historical levels; or a significant
change in the business mix of the group, resulting in a heightened
risk profile.
The principal methodology used in these ratings was Privately
Managed Ports published in April 2023.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
EP PaCo S.A. (Euroports) is the direct shareholder of EP BCo SA,
which in turn owns Euroports Holdings S.à.r.l, an international
port operator whose operations consist of large-scale ports
situated in 15 terminal areas in Europe and in China. The company
handles, stores and transports primarily bulk and breakbulk
essential commodities, serving a diverse customer base across
different end markets. Euroports also operates a freight forwarding
and transport business which accounted for around 54% and 23% of
its revenue and reported operating OEBITDA, respectively, in 2024.
In 2024, Euroports reported EUR1,028 million in revenue and EUR108
million in OEBITDA (pre-IFRS-16).
THREELANDS ENERGY: Fitch Assigns BB LongTerm IDRs, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has assigned Threelands Energy, Ltd. Sàrl
(Threelands) first-time Long-Term Foreign and Local Currency Issuer
Default Ratings (IDRs) of 'BB'. The Rating Outlook is Positive.
Fitch has also assigned a 'BB-' rating to Threelands' proposed
senior unsecured notes of up to USD330 million. Proceeds will be
used to refinance pari passu legacy loans assumed when the company
acquired Guatemala's primary rural distribution companies
Distribuidora de Electricidad del Oriente S.A. (DEORSA) and
Distribuidora de Electricidad del Occidente S.A. (DEOCSA), known
commercially as Energuate.
Threelands' ratings and Outlook primarily reflect the consolidated
credit profile of Energuate, which contributes 98% of consolidated
EBITDA and holds 70% of group debt. Energuate's stable cash flows
yield gross leverage (total debt/EBITDA) ranging 4-4.5x, a strong
business position and adequate liquidity. Energuate Trust 2.0
(Energuate 2.0, BB/Positive) issues debt for Energuate. Threelands'
debt is supported by subsidiary dividends and subordinated to
subsidiary debt.
Key Rating Drivers
Stronger Subsidiary Drives Consolidated Profile: Threelands'
ratings are derived under Fitch's "Parent and Subsidiary Linkage
Criteria," evaluated on a consolidated basis with its primary and
stronger subsidiary Energuate with an open relationship. Energuate
contributes to nearly 98% of consolidated EBITDA and represents 70%
of total debt. After the refinancing, Fitch expects consolidated
gross leverage of 4x-4.5x, and EBITDA/interest coverage over 3x,
driven by Energuate's stable, regulated cash flows. Negative shifts
to Threelands' capital structure that impact Energuate would be
rating negative, and material deterioration at Energuate could
pressure Threelands' ratings.
Energuate 2.0 issues debt for Energuate and serves as the proxy
rating reference for Energuate, making Energuate 2.0 the subsidiary
reference for comparison with Threelands' rating. Threelands was
created specifically to acquire over 90% of Energuate and thus
exerts open access and control over all major transactions. This
includes a centralized funding and cash management protocol, which
allows Energuate's cash to be pooled and directed upstream to its
parent, after satisfying dividend and other certain payment
restrictions.
Structural Subordination of Threelands' Notes: Fitch rates the
proposed Threelands senior unsecured notes at 'BB-', one notch
below the 'BB' IDR, reflecting structural subordination of
Threelands' debt relative to indebtedness at the operating
subsidiary. In Fitch's view, upstream dividend capacity may be
curtailed in downside scenarios by covenants under Energuate's IFC
loan agreement which requires compliance with financial covenants,
including restrictions on certain payments, i.e., dividends, to
Threelands that could impair financial coverage of interest and
debt service payments.
Sovereign Exposure Drives Positive Outlook: Threelands' ratings are
indirectly linked to Guatemala's sovereign rating (BB/Positive) due
to its primary subsidiary Energuate's structural receipt of
government subsidies, which account for 14% of its average revenue,
as well as exposure to government counterparty risk based on its
extensive service area covering nearly three quarters of the
population. Subsidies help ensure electricity availability to
low-usage and low-income customers, promoting economic development
and advancement among rural communities.
VAD Drives Stability: Threelands' credit profile is primarily
driven by Energuate's regulated value-added distribution (VAD)
tariff, which covers 99% of customers. The independent regulator,
Comision Nacional de Energia Electrica, sets the VAD every five
years to recover operating expenses, capex and a 7% regulatory
weighted average cost of capital. The VAD reset in November 2024
produced a slight incremental increase in recognized revenue. The
framework also provides semiannual inflationary and foreign
exchange adjustments, and quarterly variable electricity generation
costs updates. Generation costs are fully passed along to
customers.
Strong Market Position: Energuate faces major financial and
operational challenges like energy theft, violent crime, and the
presence of informal economic activity across 21 of Guatemala's 22
departments, leading to 19.6% average energy losses. Low population
density and high investment needs deter competitors, balancing
risks from the concession's non-exclusivity, expiring in 2048. Loss
reduction accounts for 28% of annual capex (approximately USD75
million), with 26% for new connections and 23% for technical
quality. Total capex, including two smaller subsidiaries, averages
USD90 million per year. Fitch projects 4% average demand and
customer growth through 2028.
Peer Analysis
Threelands' peers reflect its 90% ownership of Energuate, its
primary subsidiary and proxy for operations and credit risk.
Energuate's profitability compares favorably with that of Elektra
Noreste S.A. (ENSA; BB+/Stable), a minority state-owned Panamanian
distributor linked to the sovereign (BB+/Stable). Like Energuate,
ENSA is a regulated utility with domestic cash flows and structural
subsidies (about 5% of revenue for ENSA compared to 12% on average
for Energuate).
Energuate is also comparable to AES España B.V. (BB-/Positive) in
the Dominican Republic (BB-/Positive), which receives material
government support for its operations.
As a holding company, Threelands compares well to Niagara Energy
S.A.C. (Niagara, BBB-/Stable), whose ratings are underpinned by the
solid business position of its subsidiary Orygen, owner of the
second-largest energy generation portfolio in Peru. Niagara owns
92.35% of Orygen, which is its only source of dividends to service
debt.
Key Assumptions
- Threelands' average annual EBITDA of USD329 million through 2028,
supported primarily (98%) by regulated cash flows from combined
operations of distribution companies DECOSA and DEORSA, as well as
Recsa and Guatemel (2% combined);
- Refinancing of USD330 million in outstanding Threelands loans
during calendar year 2025;
- Average annual combined capex of around USD105 million through
2028, driven primarily by Energuate's maintenance, expansion and
loss reduction plan, as well as by expansion spending at Recsa and
Guatemel;
- Average combined annual cash distributions of around USD200
million in 2025 and 2026, declining to below USD100 million
thereafter, contingent on meeting respective operating company debt
service, YE cash balance and covenant requirements;
- Year-end Threelands cash balance of between USD5 million and
USD20 million;
- Year-end Energuate cash balance of USD100 million in 2025 then
thereafter at the USD8 million minimum policy level.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade or Outlook change of Energuate 2.0's ratings;
- Threelands leverage debt/cash distribution sustained above 4.0x
over the rating horizon while consolidated leverage measured as
total debt/EBITDA is above 5.5x on a sustained basis;
- An adverse deconsolidation of Threelands to primary subsidiary
Energuate.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Under the current structure, an upgrade of Threelands is unlikely
without an upgrade of the primary consolidated entity proxy rating,
Energuate 2.0.
Liquidity and Debt Structure
Threelands' liquidity is adequate and supported by the consistent
cash distributions from its operating subsidiaries, primarily
Energuate. Threelands' debt service includes manageable amortizing
debt, and post-refinancing will be limited to interest payments
through 10 years, with the notes likely to mature in 2035. The
company will maintain a minimum consolidated cash balance of around
USD30 million.
Energuate's liquidity is supported by a committed credit line of
USD25 million and uncommitted revolving credit lines of USD130
million.
Issuer Profile
Threelands Energy, Ltd. Sàrl is the majority owner of Energuate,
the commercial name for Guatemala's two primary rural distribution
companies, DEORSA and DEOCSA. Threelands also owns Guatemala-based
Redes Electricas de Centroamerica, S.A., and Comercializadora
Guatemalteca Mayorista de Electricidad, S.A.
Date of Relevant Committee
03-Oct-2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
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
----------- ------
Threelands Energy
Ltd s.a.r.l. LT IDR BB New Rating
LC LT IDR BB New Rating
senior unsecured LT BB- New Rating
THREELANDS ENERGY: Moody's Rates New $330MM Unsec. Notes 'Ba3'
--------------------------------------------------------------
Moody's Ratings the assigned a first-time Ba3 rating to Threelands
Energy Ltd S.à r.l. (Threelands) proposed senior unsecured notes
issuance of $330 million due in 2035. At the same time, Moody's
withdrew the Ba2 Corporate Family Rating for Energuate Trust 2.0
(Energuate) and assigned a Ba2 CFR to Threelands, as the parent
holding company. The rating outlook is stable.
Moody's have decided to withdraw the rating(s) for Moody's own
business reasons.
The assigned ratings are based on preliminary documentation.
Moody's do not anticipate changes in the main conditions that the
notes will carry. Should issuance conditions and/or final
documentation deviate from the original ones submitted and reviewed
by the rating agency, Moody's will assess the impact that these
differences may have on the rating and act accordingly.
RATINGS RATIONALE
Threelands intends to use the net proceeds to repay approximately
US$142.3 million aggregate principal amount outstanding under the
Syndicated Credit Agreement, and approximately US$186.9 million
aggregate principal amount outstanding under the Local Banco
Industrial Credit Agreement; and for general corporate purposes.
The Ba3 rating reflects the structurally subordinated position of
Threelands' notes issuance vis-à-vis the senior unsecured debt
outstanding at the regulated utilities operating company Energuate.
On a pro-forma basis for the transaction, the debt outstanding at
Threelands will represent about 25% of the total consolidated debt
of the group. Since Threelands is a pure holding company, it
depends mostly on Energuate's cash distributions to service the
holding companies' debt. Energuate's debt is subject to compliance
of certain financial covenants that could impose restrictions to
its dividend distribution under stressed scenarios.
The Ba2 Corporate Family Rating reflects Energuate's company's
dominant market position in Guatemala (Ba1 stable) and Central
America, coupled with Threelands adequate consolidated credit
metrics and liquidity. Energuate has experienced a consistent rise
in demand and has demonstrated a satisfactory operational and
financial performance. The tariff setting process in Guatemala is
subject to adjustments to reflect quetzal/USD exchange rate,
inflation indexation and US IPP, power procurement costs and
investments, ensuring predictable cash flows. The rating recognizes
the positive outcome of the 2024 tariff review process that
increases the value added distribution, and recognizing losses to
14.9% (from 13.5%) through 2029. Assuming this, Threelands is
expected to maintain a consolidated CFO pre-WC/debt ratio above 10%
over the next three years.
Constraining the ratings are the small utility size, its high
energy losses due to the extension of the geography where Energuate
operates, some of which are areas of elevated social risks, and the
relatively limited track record of regulatory proceedings in
Guatemala.
RATING OUTLOOK
The stable outlook for Threelands is aligned with the stable
outlook on the debt of its subsidiary, Energuate. The stable rating
outlook reflects Moody's assumptions that Threelands' consolidated
CFO pre-WC/debt will exceed 10%, on a sustained basis. The stable
outlook also factors Moody's expectations that leverage at the
level of Energuate will remain within the debt incurrence test
embedded in its financing documents, namely Energuate's net
debt/EBITDA of below 4.0x and an interest coverage ratio of 2.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
Upward pressure on Threelands' rating is likely following an
upgrade of Energuate Trust 2.0's senior unsecured rating if, for
example, the company makes progress in reducing energy losses
toward its target of below 18%. Quantitatively, a rating upgrade
would require Threelands' consolidated CFO pre-WC/debt and retained
cash flow (RCF)/debt ratios exceeding 22% and 10%, respectively,
along with an improvement in the company's combined consolidated
leverage as measured by a debt to capitalization ratio below 75%,
all on a sustained basis.
FACTORS THAT COULD LEAD TO A DOWNGRADE
Downward pressure on Threelands' rating is likely following a
downgrade of Energuate Trust 2.0's senior unsecured rating. A
downgrade would be considered upon signs of lower financial
flexibility of Energuate Trust 2.0, impairing its ability to
upstream dividends to Threelands, or if consolidated credit metrics
become weaker than Moody's current expectations. Specifically, if
Threelands consolidated leverage increases beyond 4 times (net debt
to EBITDA) or if its consolidated CFO pre-WC/debt or the interest
coverage ratio (CFO pre-WC + interest/Interest) remain below 10%
and 2.5x, respectively, on a sustained basis. The incurrence of
additional debt at the holding company level that accounts to a
higher proportion of total consolidated debt, would also increase
downgrade pressure on Threelands senior unsecured rating.
PROFILE
Threelands Energy Ltd. S.a r.l., based in Luxembourg, focuses on
the energy sector in Central America, mainly Guatemala. Backed by
Grupo Romero, BCC Private Equity, and Céntrica Capital, the
company acquired a controlling stake in Energuate Trust 2.0
(Energuate, Ba2) in September 2023. Energuate, comprising DEOCSA
and DEORSA, is Guatemala's largest electricity distributor, serving
2.5 million customers across 94% of the country. It contributes
nearly 90% of Threelands' assets and over 98% of its revenue and
EBITDA. Threelands Energy also holds a 99.99% stake in Recsa, and a
99.96% stake in Guatemel.
LIST OF AFFECTED RATINGS
Issuer: Threelands Energy Ltd. S.a r.l.
Assignments:
LT Corporate Family Rating, Assigned Ba2
Senior Unsecured, Assigned Ba3
Outlook:
Outlook, Assigned Stable
Issuer: Energuate Trust 2.0
Withdrawals:
LT Corporate Family Rating, Withdrawn, previously rated Ba2
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2024.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
=====================
N E T H E R L A N D S
=====================
JUBILEE PLACE 8: DBRS Finalizes 'B' Rating on Class F Notes
-----------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
residential mortgage-backed notes (together, the Notes) issued by
Jubilee Place 8 B.V. (the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (sf)
-- Class X1 Notes at A (low) (sf)
-- Class X2 Notes at BBB (sf)
The effect of the overall lower margins of the Notes improved the
cash flow analysis and thus the finalized credit ratings on the
Class B Notes are one notch higher than the provisional credit
ratings Morningstar DBRS initially assigned. The finalized credit
ratings on the Class X1 and Class X2 Notes are two notches higher
than the provisional credit ratings Morningstar DBRS initially
assigned. Class F Notes that were previously not rated, now achieve
a credit rating of B (sf).
The finalized credit rating on the Class A Notes addresses the
timely payment of interest and the ultimate repayment of principal
by the legal final maturity date in March 2062. The finalized
credit rating on the Class B Notes addresses the timely payment of
interest when most senior and the ultimate payment of principal by
the legal final maturity date. The finalized credit ratings on the
Class C, Class D, Class E, Class F, Class X1, and Class X2 Notes
address the ultimate payment of interest and principal by the legal
final maturity date.
Morningstar DBRS does not rate the Class S1, Class S2, or Class R
Notes also issued in this transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the Netherlands. The Issuer used the proceeds from
the notes to fund the purchase of Dutch mortgage receivables
originated by Dutch Mortgage Services B.V., DNL 1 B.V., and
Community Hypotheken B.V. (collectively, the Originators) from
Citibank, N.A., London Branch (Citibank).
The Originators are specialized residential buy-to-let real estate
lenders operating in the Netherlands and started their lending
businesses in 2019. They operate under the mandate of Citibank,
which defines most of the underwriting criteria and policies.
As of August 31, 2025, the portfolio consisted of 562 loans with a
total portfolio balance of approximately EUR 282.3 million. The
weighted-average (WA) seasoning of the portfolio is 0.7 years with
a WA remaining term of 25.6 years. As per Morningstar DBRS
calculation, the WA indexed current loan-to-value ratio of 74.3% is
in line with that of previous Jubilee Place transactions. The loan
parts in the portfolio are either interest-only loans (96.9%) or
annuity mortgage loans (3.1%). Most of the loans (71.7%) were
granted for the purpose of remortgaging. Almost all of the loans
(99.8%) in the portfolio are fixed with a compulsory future switch
to floating rate while the notes pay a floating rate. To address
this interest rate mismatch, the transaction is structured with a
fixed-to-floating interest rate swap where the Issuer pays a fixed
rate and receives three-month Euribor over a notional, which is a
defined amortization schedule. There is a small portion of loans
(1.0%) in early arrears in the portfolio.
Morningstar DBRS calculated the credit enhancement for the Class A
Notes at 10.24%, provided by the subordination of the Class B to
Class F Notes and the liquidity reserve fund (LRF). Credit
enhancement for the Class B Notes is 4.99%, provided by the
subordination of the Class C to Class F Notes and the LRF. Credit
enhancement for the Class C Notes is 2.24%, provided by the
subordination of the Class D to Class F Notes and the LRF. Credit
enhancement for the Class D Notes is 0.84%, provided by the
subordination of the Class E and Class F Notes and the LRF. Credit
enhancement for the Class E Notes is 0.54%, provided by the
subordination of the Class F Notes and the LRF.
The transaction benefits from an amortizing LRF that the Issuer can
use to cover shortfalls on senior expenses and interest payments on
the Class A and Class B Notes once most senior. The LRF was
partially funded at closing at 0.25% of (100/95) of the initial
balance of the Class A and Class B Notes and will build up until it
reaches its target of 1.25% of (100/95) of the outstanding balance
of the Class A and Class B Notes. The LRF is floored at 0.25% of
(100/95) of the initial balance of the Class A and Class B Notes
until the first optional redemption date. The LRF indirectly
provides credit enhancement for all classes of Notes as released
amounts will be part of the principal available funds.
Additionally, the Notes have liquidity support from principal
receipts, which can be used to cover senior expenses and interest
shortfalls on the Class A Notes or the most senior class of Notes
outstanding once the Class A Notes have fully amortized.
The Issuer entered into a fixed-to-floating swap with Citibank
Europe plc (rated AA (low) with a Stable trend by Morningstar DBRS)
to mitigate the fixed interest rate risk from the mortgage loans
and the three-month Euribor payable on the loan and the Notes. The
notional of the swap is a predefined amortization schedule of the
assets. The Issuer pays a fixed swap rate and receives three-month
Euribor in return. The swap documents are in line with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.
The Issuer account bank is Citibank Europe plc, Netherlands Branch.
Based on Morningstar DBRS' private credit rating on the account
bank, the downgrade provisions outlined in the transaction
documents, and structural mitigants inherent in the transaction
structure, Morningstar DBRS considers the risk arising from the
exposure to the account bank to be consistent with the credit
ratings assigned to the Notes, as described in Morningstar DBRS'
"Legal and Derivative Criteria for European Structured Finance
Transactions" methodology.
Morningstar DBRS based its credit ratings primarily on the
following considerations:
-- The transaction capital structure, including the form and
sufficiency of available credit enhancement and liquidity
provisions.
-- The credit quality of the mortgage portfolio and the servicer's
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine and analyzed the mortgage
portfolio in accordance with its "European RMBS Insight
Methodology";
-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the notes according to the terms of the
transaction documents. Morningstar DBRS analyzed the transaction
cash flows using the PD and LGD outputs provided by its European
RMBS Insight Model. Morningstar DBRS analyzed transaction cash
flows using Intex DealMaker.
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk and the replacement language
in the transaction documents;
-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology and the presence of
legal opinions that are expected to address the assignment of the
assets to the Issuer.
Morningstar DBRS' credit ratings on the Class A to Class X2 Notes
address the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
The associated financial obligations are the related interest
payment amounts and the related class balances.
Notes: All figures are in euros unless otherwise noted.
===========
P O L A N D
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SYNTHOS SPOLKA: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed Synthos Spolka Akcyjna's 'BB' Long-Term
Issuer Default Rating (IDR) with a Negative Outlook. Fitch has also
affirmed the senior secured rating at 'BB+' with a Recovery Rating
of 'RR2'.
The Negative Outlook reflects uncertainties about the recovery in
Synthos's insulation materials segment, which remains subdued due
to weakness in the European construction market. Margins and
operating rates are under pressure from competitively priced
imports, especially from China and Iran. The Outlook also considers
high leverage, as Fitch expects EBITDA net leverage of 4.4x in 2025
and forecast that it will not decrease below its 2.5x negative
sensitivity until 2027.
The rating is constrained by modest scale, exposure to the
automotive and construction sectors, price volatility of butadiene
and styrene derivatives, and susceptibility to volatile energy
costs. Rating strengths include Synthos's strong position in
European market niches, particularly the production of synthetic
rubber and insulation materials.
Key Rating Drivers
EBITDA Recovery Further Delayed: Fitch has further delayed the
planned recovery in cash flows, reflecting continued weakness in
the insulation materials business. Fitch now expects EBITDA of
about PLN0.7 billion in 2025, in line with Synthos's guidance,
compared with PLN 1.1 billion in its previous forecast. This
primarily stems from persistent margin pressure and subdued demand
in insulation, which Fitch expects to recover more slowly than
previously anticipated.
FCF Underpins Deleveraging Capacity: Fitch forecasts that Synthos
will deliver positive free cash flow (FCF) through the cycle as
capex reduces to below PLN300 million from 2026, supporting net
deleveraging. This reflects Synthos's competitive cost base. Fitch
believes that the company would continue to generate positive FCF
even if EBITDA failed to materially recover, assuming no dividend
is paid.
Intense Competition Drives Insulation Weakness: Synthos now expects
negative EBITDA in its insulation materials business in 2025,
driven by significant competition in the European market. The
anticipated construction rebound has been further delayed, while
cheap alternatives continue to dictate pricing, despite imports
accounting for around 12% of demand. These dynamics are compressing
margins and prolonging the recovery timeline for the segment, as
local producers face sustained price pressure and weak end-market
demand. Fitch expects profitability to remain constrained in 2025
and Fitch also excepts a slow recovery absent regulatory measures
or capacity rationalisation.
Operational Issues Add Pressure: Unipetrol's cracker in the Czech
Republic faced technical issues and outages in 2025, including low
operating rates that started at the beginning of the year,
prolonged planned maintenance in 2Q and unplanned shut-downs in
July and August, only resuming stable operations in early
September. This reduced Synthos's availability of own styrene and
butadiene, limiting expanded polystyrene (EPS) production volumes
in 2025 and adding to cash flow pressure for the insulation
materials business. Fitch does not expect further operational
problems, but see potential additional operational issues as a risk
factor.
New Plock Plant Idled: Synthos's new butadiene plant in Plock is
nearing completion, with total capex expected at about PLN700
million. The unit was planned to receive feedstock from ORLEN
S.A.'s (BBB+/Stable) new olefins project, but that project is
delayed, leaving the plant without feedstock until 2029. Management
has indicated it is considering remediation options, but no
detailed solution has been announced.
Rubber Segment Supportive: Synthos's rubbers segment has continued
to recover in 2025, despite an eight-week solution styrene
butadiene rubber (SSBR) turnaround and a temporary drop in Asian
butadiene prices in 2Q. Growth is supported by polybutadiene rubber
and new functionalised solution styrene-butadiene rubber grades,
lower electricity costs, and the ongoing Russian rubber ban. Tyre
demand was solid in 1Q25 (+4%) but weakened in Europe in 2Q2 while
Asia remained stronger. Export opportunities to Asia persist,
although commodity grades faced hurdles amid tariff tensions. Fitch
expects normalisation from August and continued improvement from
2026.
Capex Moderating: Synthos's gross capex is high in 2025 due to the
SSBR turnaround in Schkopau and the new butadiene unit in Płock
(strategic capex is dominated by this project, totaling about
PLN700 million by end-2025). Forecast capex declines from PLN542
million in 2025 to PLN293 million in 2026 and PLN244 million in
2027 as major projects finalise, with maintenance capex steady at
about PLN120 million-PLN140 million annually.
Niche Leader, Small Scale: Synthos has a strong position in niche
markets, leveraging the proximity of its manufacturing facilities
to an established, diversified customer base. However, its rating
is constrained by exposure to cyclical construction and tyre
end-markets and its relatively small operations compared with 'BB'
category chemical peers. Approximately 75% of its sales are derived
from Europe, where Synthos leads in the production of synthetic
rubber and EPS.
Notching for Notes: Fitch rates the senior secured notes using a
generic approach for 'BB' category issuers, which reflects the
relative instrument ranking in the capital structure, in accordance
with its Corporates Recovery Ratings and Instrument Ratings
Criteria. The notes are secured by a share pledge of guarantors,
comprising 81% of group adjusted EBITDA in 1H25 and a mortgage over
real estate in Poland. This results in the senior secured rating
being notched up once from the IDR and a Recovery Rating of 'RR2'.
Peer Analysis
Synthos's closest peers are INEOS Quattro Holdings Limited
(B+/Stable) and INEOS Group Holdings S.A. (BB-/Negative).
INEOS Quattro is a diversified producer of chemical commodities and
intermediates, primarily manufacturing styrenics, vinyls,
aromatics, and acetyls. Compared with Synthos, INEOS Quattro is
larger and more globally diversified, while Synthos has a
relatively concentrated revenue stream in Europe. However, INEOS
Quattro's advantages are counterbalanced by its weaker EBITDA
margins, which are in the high-single digits, and its higher net
leverage across the cycle than Synthos.
INEOS Group Holdings is an intermediate holding company within
INEOS Limited, one of the largest chemical companies in the world,
operating in the commoditised petrochemical segments of olefins and
polymers. INEOS Group Holdings is significantly larger than
Synthos. The company operates multiple manufacturing facilities in
North America, Europe, and Asia. Despite its greater size and
diversified product portfolio, these advantages are offset by its
higher EBITDA net leverage, which Fitch expects to remain around
8.0x in 2025-2026.
Key Assumptions
- Continued lagged recovery of the construction sector into 2027
- Muted growth in the automotive sector
- Capex schedule as per management's guidance, including a wind
down of the growth phase post-2025
- Assumed rollover of the company's EUR500 million revolving credit
facility (RCF), which matures in June 2027
- Resumption of dividend payments at 50% of net income for any year
where net leverage reaches 2.5x or below
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA net leverage above 2.5x on a sustained basis due to, among
other things, weaker than expected market performance, high gas and
energy prices, excessive dividend payments, significant growth
capex during times of weak earnings or sizeable debt funded
acquisitions
- Decline in the EBITDA margin to below 10% for a sustained period
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The Negative Outlook means positive rating action is unlikely.
However, outperformance with a quicker return of EBITDA net
leverage to below 2.5x could lead to a revision of the Outlook to
Stable.
- EBITDA net leverage below 1.5x on a sustained basis, and a record
of adherence to a more conservative financial policy, including a
clearly defined dividend distribution framework would be positive
for the rating.
Liquidity and Debt Structure
Synthos has adequate liquidity and well-spread debt maturities. At
end-June 2025, it had a cash balance of PLN80 million and about
PLN1.1 billion available under a EUR500 million (PLN2.1 billion)
RCF maturing in 2027.
The company does not have other short-term debt apart from the RCF
drawings, and its EUR600 million bond matures in 2028. Fitch
expects cash flow and the available RCF will be sufficient to
maintain adequate liquidity. Medium-term cash flow will begin to
benefit from the end of Synthos' recent growth capex programme,
with spending reducing from PLN542 million in 2025 to PLN293
million in 2026 and PLN244 million in 2027. This planned capex also
has some downward flexibility, with annual maintenance capex of
around PLN125 million over the same period.
Issuer Profile
Synthos is a vertically integrated chemical group, mainly focused
on the manufacture of synthetic rubber and insulation material. It
operates six production sites in Poland (two), Czech Republic,
Germany, Netherlands and Northern France.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
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
----------- ------ -------- -----
Synthos Spolka Akcyjna LT IDR BB Affirmed BB
senior secured LT BB+ Affirmed RR2 BB+
=========
S P A I N
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SANTANDER CONSUMER 2023-1: DBRS Confirms BB Rating on Class E Notes
-------------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the notes issued
by Santander Consumer Spain Auto 2023-1 FT (SCSA 2023) and
Santander Consumer Spain Auto 2024-1 FT (SCSA 2024) as follows:
SCSA 2023:
-- Class A Notes at AA (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (sf)
Additionally, Morningstar DBRS removed the Under Review with
Developing Implications (UR-Dev.) status on the notes. These credit
ratings were placed UR-Dev. following the release of an updated
Interest Rate and Currency Stresses for Global Structured Finance
Transactions methodology. With respect to European interest rate
stresses, the methodology updated the initial increase or decrease
period to a length of four years from five years, happening in two
consecutive linear steps of one and three years each, instead of a
single linear step of five years.
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal by the legal
final maturity date in September 2039. The credit ratings on the
Class B, Class C, Class D, and Class E Notes address the ultimate
payment of interest and the ultimate repayment of principal by the
legal final maturity date.
SCSA 2024:
-- Class A Notes at AA (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at BBB (high) (sf)
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal by the legal
final maturity date in September 2038. The credit ratings on the
Class B and Class C Notes address the ultimate payment of interest
(timely when they are the most senior class of notes outstanding)
and the ultimate repayment of principal by the legal final maturity
date.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transactions and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2025 payment dates;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.
The transactions are securitizations of Spanish auto loan
receivables originated and serviced by Santander Consumer Finance,
S.A. (SCF), granted to both individual and commercial borrowers
residing in Spain for the purchase of new and used vehicles. SCSA
2023 closed in October 2023 with an initial portfolio balance equal
to EUR 600.0 million, and included a 14-month revolving period,
which ended in December 2024. SCSA 2024 closed in October 2024 with
an initial pool balance of EUR 750.0 million and included a 3-month
revolving period which ended also in December 2024.
PORTFOLIO PERFORMANCE
SCSA 2023:
As of the September 2025 payment date, loans that were 0 to 30
days, 30 to 60 days, and 60 to 90 days delinquent represented 2.1%,
0.7%, and 0.3% of the outstanding performing portfolio balance,
respectively. Loans more than 90 days delinquent were 1.7%. Gross
cumulative defaults amounted to 2.5% of the aggregate initial and
subsequent portfolio additions, 13.2% of which has been recovered
to date.
SCSA 2024:
As of the September 2025 payment date, loans that were 0 to 30
days, 30 to 60 days, and 60 to 90 days delinquent represented 3.5%,
1.0%, and 0.4% of the outstanding performing portfolio balance,
respectively. Loans more than 90 days delinquent were 1.1%. Gross
cumulative defaults amounted to 2.2% of the aggregate initial and
subsequent portfolio additions, 7.1% of which has been recovered to
date.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions as follows:
-- SCSA 2023: 8.7% and 35.9%, respectively
-- SCSA 2024: 8.2% and 35.1%, respectively
CREDIT ENHANCEMENT
The subordination of the respective junior obligations provides
credit enhancement to the notes.
SCSA 2023:
As of the September 2025 payment date, credit enhancement to the
Class A, Class B, Class C, Class D and Class E Notes remained at
16.7%, 9.3%. 5.9%, 3.3% and 0.0% respectively, since closing given
the pro rata amortization of the notes.
SCSA 2024:
As of the September 2025 payment date, credit enhancement to the
Class A and Class B Notes increased to 15.3% and 5.2% from 12.5%
and 4.3% respectively, since closing, given that the notes started
to amortize on a sequential basis in March 2025 when the cumulative
net loss ratio performance trigger was breached. Credit enhancement
to the Class C Notes remained at 0.0%.
The transactions benefit from liquidity support provided by
amortizing cash reserves, available to cover senior expenses and
interest payments on the rated notes. In SCSA 2023 the reserve has
a target balance equal to 1.75% of the outstanding balance of the
Class A to Class E Notes, subject to a floor of EUR 8.1 million and
as of the September 2025 payment date, the reserve was at its
target balance of EUR 9.0 million. In SCSA 2024 the reserve has a
target balance equal to 1.0% of the outstanding balance of the
Class A to Class C Notes, subject to a floor of EUR 3.8 million. As
of the September 2025 payment date, the reserve was funded to EUR
7.5 million given the occurrence of the subordination event on the
March 2025 payment date.
Société Générale S.A., Sucursal en España (SG) acts as the
account bank for the transactions. Based on Morningstar DBRS'
private credit rating on SG, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the notes, as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.
Banco Santander SA (Santander) acts as the hedging counterparty in
the transactions. Morningstar DBRS' public Long Term Critical
Obligations Rating of AA on Santander is consistent with the first
rating threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in euros unless otherwise noted.
VIA CELERE: Fitch Rates EUR320MM 4.8% Secured Notes 'BB-'
---------------------------------------------------------
Fitch Ratings has assigned a final rating of 'BB-' with a Recovery
Rating of 'RR3' to Via Celere Desarrollos Inmobiliarios, S.A.U.'s
(Long-Term Issuer Default Rating: B+/Stable) EUR320 million, 4.875%
senior secured notes maturing April 2031.
The note proceeds will be used to fund Via Celere's EUR135 million
dividend recap and repayment of EUR167 million bank debt, leading
to an increase in net debt. The extraordinary dividend will bring
total shareholder distributions in 2025 to EUR235 million.
Operating performance remained solid in 8M25, with build-to-sell
(BTS) activity supported by buoyant market demand.
Key Rating Drivers
Net Debt/EBITDA Increase: The distribution of an extraordinary
dividend (EUR135 million) will increase net debt/EBITDA to around
3.5x (1H25: 1.9x), pro forma for the newly issued senior secured
notes. Fitch expects the company to operate at about that leverage
over the next three years, due to lower output volumes partially
offset by increased land sales. Fitch expects the EBITDA margin to
rise to about 30% in 2026-2028 (2024: 19%), supported by the
monetisation of low-cost legacy land put into production. EBITDA
net interest coverage should remain ample at above 4x over the next
three years.
Business Profile Remains Robust: Via Celere focuses on BTS projects
in the mid-market residential segment in Spain's largest cities.
Its vertically integrated model enables the company to oversee the
full development cycle, from land acquisition to urban planning and
project and construction management. At end-1H25 the owned land
bank — excluding the build-to-rent (BTR) units already delivered
to the JV — totalled the equivalent of 10,635 units, providing
around seven years of production based on an annual capacity of
1,500 units.
Fitch expects the land bank to reduce to between 8,000 and 10,000
units over the next 24 months, with lower BTS annual deliveries of
about 1,000 units.
BTR Portfolio Handed Over: In March 2023, Via Celere and Greystar
Real Estate Partners formed a 45/55 joint venture to forward
purchase a BTR portfolio comprising 1,910 units from Via Celere.
During 2023, 1,030 units were delivered; a further 736 units were
added in 2024; and the remaining 144 units were handed over in
1H25. The portfolio - which comprises assets located in high-demand
areas in Spain - has been progressively let (80% leased to date),
unlocking its reversionary potential. Fitch expects Via Celere to
refrain from launching additional BTR projects until it completes
the sale of its stake in the JV.
Good Sales Visibility: The core BTS order book at end-1H25 was
strong, comprising about 2,000 units. This provides clear
visibility on planned deliveries to end-2027. These BTS pre-sale
contracts totalled EUR551 million and according to management
projections they should cover about 95% of expected 2025 BTS
deliveries, 79% of 2026 and 32% of 2027. Via Celere has already
procured 87% of developers' loans to support its construction plans
for 2025, 2026 and for most of 2027. Contract cancellations by
prospective homebuyers remain very limited.
Pre-Sales Reduce Risks: Via Celere typically begins developments
once project funding is procured, as financial institutions
generally require 30%-50% pre-sales before providing tailored
financing for each project (development loans). This requirement
further incentivises Via Celere to pre-sell a portion of its new
BTS developments. The non-refundable initial payment of 10%-15% of
the unit price required at contract signing, alongside subsequent
monthly instalments totalling a further 10%-15% until delivery,
serves as a moderate deterrent to cancellation.
Buoyant Housing Demand: Housing demand in Spain gained momentum in
2H24 to 1H25, driven by declining interest rates and mortgage
affordability, after a 10.2% volume decline in 2023. Transaction
values have increased at about 7% year on year, supported by a
moderate price appreciation reflecting a tight near-term supply.
Fitch expects housing demand to remain high in 2025.
Peer Analysis
Via Celere offers modern apartments, which in 2024 had an average
selling price (ASP) of EUR312,000, reflecting their prime locations
in Madrid, Barcelona and Málaga. This ASP is lower than that of
AEDAS Homes, S.A. (BB-/Rating Watch Negative) at EUR358,000 and
similar to that of Neinor Homes, S.A. (B+/Rating Watch Negative).
These Spanish homebuilders and The Berkeley Group Holdings plc
(BBB-/Stable) typically offer city apartments. Berkeley maintains a
higher ASP of GBP644,000, reflecting its focus on London-centric
developments. UK-based peers Miller Homes Group (Finco) PLC
(B+/Stable) and Maison Bidco Limited (trading as Keepmoat;
BB-/Stable) primarily target affordable single-family homes in
selected UK regions outside London.
Spanish homebuilders' funding profiles share similarities to the UK
homebuilders. UK and Spanish homebuilders have to fund land
acquisition before marketing and development costs up until
completion. Customer deposits are small (5% to 10% in the UK and up
to 20% in Spain). UK homebuilders can reduce the upfront cost of
land acquisition by using option rights.
In Spain, land vendors may offer deferred payment terms, reducing
the initial cash outflow for homebuilders. Spanish homebuilders
usually start new developments once the project's funding is
procured, with financial institutions usually requiring 30%-50%
pre-sales before granting developers bespoke financing for each new
development.
Kaufman & Broad S.A. (BBB-/Stable) is one of France's largest
homebuilders and has the best funding profile among its European
rated peers. Its customers pay in staged instalments through the
construction phase. The French homebuilder can acquire land after
marketing and use option land, further benefiting its working
capital.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Total land bank to decrease to 8,000-10,000 units equivalent over
the next 24 months
- About 1,000 units to be delivered annually during 2026-2027
- No new BTR portfolios over the next three years
- Total cumulative dividends paid at EUR235 million in 2025 and 50%
of total net income to 2028
Recovery Analysis
Fitch uses a liquidation approach for homebuilders as potential
buyers' primary focus would be valuable assets such as land and
ongoing developments rather than keep the business as a going
concern.
Fitch's recovery analysis has assumed a fully drawn EUR60 million
super-senior revolving credit facility (RCF) as first-lien secured
debt and development and asset-level financing debt of EUR129
million (as at September 2025). These are typically secured against
developments and land, and rank above the new senior secured
notes.
The EUR320 million senior secured notes have share pledges over two
operating entities (Vía Célere Desarrollos Inmobiliarios, S.A.U.
and Maywood Invest, S.L.U.) and intercompany receivables owed to
the issuer and guarantors. About EUR167 million of the proceeds
will be used to repay an existing bank loan, and the rest to fund
the EUR135 million extraordinary dividend.
Via Celere's key assets are its inventories (end-1H25: EUR715
million), which include its sites and land, construction work in
progress and completed buildings. Its property assets were valued
by Savills. Equity-accounted investees (45% JV in the BTR
portfolio) were valued at EUR70.3 million at end-1H25. Fitch used
an 80% advance rate for 1H25 accounts receivable, which were
minimal, and a 50% advance rate for inventory.
This results in 'RR3' for the second-lien senior secured bond.
Under Fitch's Recovery Ratings Criteria, this leads to a one-notch
uplift above the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Net debt/EBITDA above 4.0x
- Negative free cash flow (FCF) over a sustained period
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Net debt/EBITDA below 3.0x
- Reduced FCF volatility
Liquidity and Debt Structure
Via Celere's liquidity, following the EUR320 million secured notes
issue, is ample. It comprises a new EUR60 million super-senior RCF
maturing in September 2030 and around EUR88 million of surplus cash
after the repayment of the existing bank debt (EUR167 million) and
the distribution of a EUR135 million special dividend. This will
leave the company with no corporate debt maturities until 2031,
when the notes become due. At end-1H25 Via Celere had around EUR130
million of developer loans, typically used to fund new projects and
repaid on their completion and sale.
The new EUR320 million secured notes have debt incurrence
covenants, including a minimum fixed charge cover at 2.0x for all
debt. The additional test for incurring new secured debt is net
secured debt/EBITDA below 2.0x.
Date of Relevant Committee
19-Sep-2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
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
----------- ------ -------- -----
Via Celere Desarrollos
Inmobiliarios, S.A.U.
senior secured LT BB- New Rating RR3 BB-(EXP)
=====================
S W I T Z E R L A N D
=====================
GARRETT MOTION: S&P Upgrades ICR to 'BB', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Garrett
Motion Inc. (GMI) to 'BB' from 'BB-'. At the same time, S&P raised
its issue ratings on its secured term loan and revolving credit
facility (RCF) to 'BBB-' from 'BB+', and on its unsecured notes to
'B+' from 'B'.
The stable outlook reflects our expectation that GMI's financial
policy and strong profitability will support moderate leverage,
with its S&P Global Ratings-adjusted FFO to debt remaining slightly
above 30% in 2025 and 2026.
GMI's deleveraging stems from its robust profitability and FOCF.
S&P said, "We expect the group will continue to generate strong S&P
Global Ratings-adjusted EBITDA margin of about 17.5% in 2025 and
about 17% in 2026, despite sluggish auto production volumes thanks
to operating productivity gains, resilient pricing, and research
and development (R&D) savings. We assume modest revenue growth of
about 2% in 2025 mainly from favorable foreign exchange movements,
which should translate in some earnings growth. Overall, we think
GMI's leading market position in turbochargers and the limited R&D
expenses associated with this mature technology support the group's
higher profitability than the average of auto suppliers. The group
also has relatively low capital expenditure (capex) requirements,
at around 2%-3% of sales historically. We anticipate this will
continue to support FOCF of at least $300 million per year and
translate into a strong FOCF-to-debt ratio of about 25% in
2025-2026."
The gradual exit of GMI's private-equity shareholders further
supports its S&P Global Ratings-adjusted leverage. S&P said, "We
project the group's FFO to debt will improve to about 32% in 2025
and 34% in 2026 from 28.2% in 2024, thanks to higher earnings and a
gradual decline in its net debt position. Our adjusted debt
calculation for 2025-2026 is net of a sizable portion of GMI's cash
balance that we deem as immediately available for debt repayment,
given that its previously core financial sponsors Oaktree Capital
Management L.P, Centerbridge Partners L.P., Cyrus Capital Partners
L.P., and Sessa Capital IM L.P. now have less than 40% of economic
and voting rights in the company. We expect GMI's S&P Global
Ratings-adjusted debt will decline to about $1.4 billion at
year-end 2025 and $1.2 billion at year-end 2026, from $1.5 billion
in 2024 (which did not include any cash netting). Our other
adjustments to debt include reported lease liabilities of $53
million and trade receivables sold of $6 million at year-end 2024,
which we assume will be flat in our forecast."
S&P said, "We expect GMI's financial policy framework will
translate into prudent leverage management. The company is
committed to maintaining a net debt to EBITDA of about 2x under its
own reported definition, in line with the level reached on June 30,
2025. We estimate this translated into S&P Global Ratings-adjusted
FFO-to-debt and debt-to-EBITDA ratios of about 31% and 2.3x over
the same period, assuming some cash-netting and lease liabilities
of $53 million. We view this leverage level as commensurate with a
'BB' rating. GMI's financial objectives also include returning at
least 75% of its free cash flow to shareholders over time, but we
expect it will adjust distributions to ensure it continues to
comply with its leverage target. Our base case for 2025 assumes
dividend payment of $50 million and the completion of GMI's $250
million share repurchase by the year-end. We have not assumed
additional share buybacks in our 2026 base case, but estimate that
the group could maintain FFO to debt of about 30% while
distributing about $200 million to its shareholders and spending
$50 million toward tuck-in acquisitions under our current EBITDA
and FOCF forecast."
The auto industry's increasing adoption of battery electric
vehicles (BEVs) remains a key risk for GMI's business model in the
medium term. The group has one of the highest exposures to the
powertrain transition among rated auto supplier peers, with about
67% of its sales derived from new passenger cars with internal
combustion engines in 2024. S&P said, "Despite a slower BEV
adoption than previously anticipated, we continue to expect the
number of produced vehicles with turbochargers will decline in
GMI's main European and Asia markets (78% of total sales in 2024)
through 2026 and thereafter. We also think it will take time for
GMI's zero-emission-related products to contribute to revenue in a
meaningful proportion from the about 2% in 2024 (including
industrial applications). Its major e-mobility products are still
in the pre-development phase, and we think further business wins
will be required for GMI to reach its target of $1 billion sales
from zero-emission products by 2030. Although the group's high
exposure to internal combustion engines is partly offset by sales
toward commercial vehicles (18%) and the aftermarket (13%), for
which the powertrain transition will be much more gradual, we think
that setbacks in replacing declining internal combustion engine
sales with new products could create rating pressure."
S&P said, "The stable outlook reflects our expectation that GMI's
strong profitability and financial policy will support moderate
leverage, with its S&P Global Ratings' FFO to debt remaining
slightly above 30% in 2025 and 2026. We also anticipate GMI will
maintain its leading market position, allowing the company to post
an EBITDA margin above 15% and generate annual FOCF of at least
$300 million per year.
"We could lower our rating if management deviates from its 2x
reported net leverage target through higher-than-expected dividend
payments or share repurchases, such that its adjusted FFO to debt
declines well below 30% with limited recovery prospects. We could
also lower the rating if the company's FOCF declines due to
unexpected weakness in operating performance, with FOCF to debt
reducing toward 15%.
"We could raise our rating on GMI if the company commits to further
deleverage from its current targeted level while it maintains
stable top line and makes strong progress toward its ambition to
reach zero-emission product sales of $1 billion by 2030. We would
consider an upgrade if the company sustains S&P Global
Ratings-adjusted FFO to debt close to 45% and FOCF to debt ratios
above 25%."
===========================
U N I T E D K I N G D O M
===========================
ATLANTICA SUSTAINABLE: Fitch Alters Outlook on BB- IDR to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Long-Term Issuer Default
Ratings (IDRs) of Atlantica Sustainable Infrastructure Group Plc
(ASIG) and Atlantica Sustainable Infrastructure Ltd. (Atlantica).
Fitch has also affirmed the senior unsecured ratings at 'BB-' with
a Recovery Rating of 'RR4' and the senior secured ratings at
'BB+'/'RR2'.
Fitch has revised the Rating Outlooks to Negative from Stable,
reflecting weaker-than-anticipated credit metrics following last
year's take-private, driven by 2025 debt-funded investments and
acquisitions assuming the acquisition of the Canadian portfolio
closes, Spanish regulatory lag, and low cash flow visibility from
Mexico. Fitch now expects holdco FFO leverage to exceed the 6.0x
downgrade threshold through 2028. Absent improved portfolio
distributions and/or sponsor equity support, a downgrade may be
warranted.
Key Rating Drivers
Higher-than-Anticipated Leverage: Fitch projects Atlantica's gross
holdco FFO leverage exceeds 8.0x in 2025 and remains above 6.0x
through 2028. Fitch previously expected Atlantica's
post-transaction gross holdco FFO leverage to improve to mid-5.0x
by 2026. Fitch calculates Atlantica's credit metrics on a
deconsolidated basis as its operating assets are largely financed
with nonrecourse project debt held at the ring-fenced project
subsidiaries. Elevated near-term leverage reflects holdco debt used
to acquire a Canadian development portfolio, assuming the
acquisition closes, and a Uruguayan transmission line, lower
distributions from Spain, and weaker distributions from Mexico.
Energy Capital Partners (ECP) and a group of co-investors acquired
Atlantica in December 2024. Under private ownership, Fitch expected
ECP would fund growth conservatively. However, holdco debt-financed
M&A without sponsor equity support is a more aggressive direction
than previously anticipated. Fitch expects that without an
improvement in project cash distributions or sponsor equity
support, leverage is expected to remain above Atlantica's downgrade
holdco FFO leverage threshold of 6.0x. ECP indicates that it does
not plan to take dividends from Atlantica in the medium term while
leverage remains above 5.5x.
Weakness in Spanish Distributions: Distributions from Atlantica's
Spanish assets were lower than expected in 2024 and 2025 due to
curtailments and negative prices driven by increased photovoltaic
installed capacity. As a result, some of Atlantica's Spanish assets
did not meet the minimum production threshold in 2024, causing
clawbacks and lower cash flow from those assets. The government has
taken legislative action to resolve this issue and proposed a
modification of Royal Decree 413 to include curtailments and
negative prices in the minimum production calculation from 2024,
which will allow Atlantica to recover lost cash flow from those
assets following its approval.
In addition, Spain's regulatory framework provides a multiyear
guaranteed internal rate of return of 7.4% and allows Atlantica to
true-up under earnings from the current three-year period
(2023-2025) to be recovered in 2026 when rates are reset. Atlantica
will need to rebuild its project cash reserves in Spain following
the underperformance in 2024 and 2025. As a result, Fitch expects
lower distributions from Atlantica's Spanish assets in the near
term until 2027.
Limited Mexico Cash Flow Visibility: Fitch sees limited cash flow
visibility from Petroleos Mexicanos (PEMEX; BB+/Stable) beyond 2025
and expects lower distributions over the forecast period. Atlantica
operates a 300MW gas-fired cogeneration facility (ACT) with PEMEX
as an off-taker. Fitch estimates that ACT represents 12%-15% of
total EBITDA over Fitch's forecast period. Payment delays and
increases in past due amounts to suppliers reflects PEMEX's
persistently weak financial profile, with a significant amount of
supplier debt. A MX250 billion fund backed by Mexico's government
has been earmarked to address 2025 invoices, but payments after
2025 remain uncertain.
High-Quality Portfolio: Atlantica's diversified, high-quality
portfolio generates stable cash flows from long-term contracts
(average 12 years) with investment-grade counterparties.
Fixed-price contracts with annual escalators limit commodity and
resource risks; no single project exceeds 15% of distributions. The
portfolio is 73% renewables (61% solar) with natural gas,
transmission, and water assets across North America (40%), Europe
(35%), South America (16%), and other (9%). Nearly 60% of
distributions come from solar, with strong resource predictability.
Over 50% of the portfolio receives fixed availability-based
payments not tied to underlying natural resources.
Development Pipeline Growth Strategy: Atlantica remains focused on
its development pipeline, targeting 2.8 GW of renewable assets and
6.0 GWh of storage, mainly concentrated in North American solar and
battery projects. Projects are strategically located adjacent to
existing assets on company-owned land, mitigating permitting and
interconnection risks while maintaining manageable project sizes.
Furthermore, Atlantica has safe harbored over 3.2GW of their U.S.
development pipeline and are analyzing options to safe harbor
additional projects with commercial operation dates beyond 2029.
Parent-Subsidiary Linkage: Fitch rates Atlantica on a standalone
basis. Consistent with Fitch's approach to ECP affiliates, Fitch
views ECP as a financial investor and does not apply
parent-subsidiary linkage criteria. There is parent-subsidiary
linkage between ASIG and Atlantica following the close of the
transaction. Fitch equalizes the IDRs of ASIG and Atlantica as they
have become co-issuers of the new debt. Legal ring-fencing and
access and control are all open.
Peer Analysis
Fitch views Atlantica's portfolio of assets as favorably positioned
due to asset type compared with those of Pattern Energy Operations,
LP (PEO; BB-/Stable) and TerraForm Power Operating, LLC (TERPO;
BB-/Stable), owing to Atlantica's large concentration of solar
generation assets which have less resource variability. PEO's
portfolio consists of wind projects, and TERPO's portfolio consists
of 49% solar and 51% wind projects.
Fitch views PEO's geographic exposure in the U.S. and Canada
favorably. Atlantica and TERPO are exposed to the Spanish
regulatory framework for renewable assets, but the current
construct provides clarity of return. About one-third of
Atlantica's power generation portfolio by total MW is in Spain,
compared with approximately one-quarter for TERPO. Atlantica's
long-term contracted fleet has a remaining contracted life of 12
years, higher than PEO's approximately 11 years and TERPO's 10
years. Nearly 100% of Atlantica's output is contracted or
regulated, compared with PEO's 89% and TERPO's 97%.
Atlantica's credit metrics are expected to be weaker compared to
those of TERPO and PEO. Fitch forecasts Atlantica's leverage
(holdco-only debt/cash available for distribution) to return to
6.0x by 2027, compared to mid-5.0x for TERPO and low 4.0x for PEO.
Atlantica, TERPO and PEO have strong parental support and benefit
from private ownership with Energy Capital Partners, Brookfield
Asset Management, and Canada Pension Plan Investment Board (CPPIB)
serving as their respective sole owners.
Fitch rates Atlantica, NEP and TERPO with a deconsolidated approach
as their portfolios comprise assets financed using nonrecourse
project debt or with tax equity.
Key Assumptions
- Material working capital drag from payment delays impacting
distributions from ACT in 2026 onward;
- Approval of modification to Spain's Royal Decree 413 in October
2025;
- Spanish regulatory reset in parameters in 2026;
- Successful closing of the acquisition of a Canadian development
portfolio;
- Issuance of corporate debt in 2025 to finance acquisitions of a
Canadian development portfolio and Uruguay transmission line;
- Annual growth equity investment averaging approximately $200
million per year from 2026 onward financed using a combination of
internally generated cash flow and project debt;
- No dividends paid over the forecast period;
- No voluntary debt prepayment.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Holdco FFO leverage ratio exceeding 6.0x on a sustained basis;
- Lower-than-expected performance at its largest assets and absence
of mitigating measures to replace lost cash available for
distribution;
- Growth strategy underpinned by aggressive acquisitions or
construction of assets that bear material volumetric, commodity,
counterparty or interest rate risks.
Factors that Could, Individually or Collectively, Lead to an
Outlook Revision to Stable
- Atlantica and ECP actions to support and preserve credit quality
of Atlantica and achieve holdco FFO leverage below 6.0x on a
sustained basis;
- Improved cash flow visibility from Pemex;
- Stabilization of Spanish distributions.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Holdco FFO leverage below 5.0x on a sustained basis coupled with
company-stated financial policy to maintain leverage at those
levels;
- Moderate growth strategy supportive of stable and predictable
cash flows;
- A record of a conservative and consistent approach in executing
the business plan in line with the currently articulated management
strategy.
Liquidity and Debt Structure
As of June 30, 2025, corporate cash on hand was $51.6 million, with
$393.1 million available under its RCF, for total corporate
liquidity of $444.7 million. The net corporate debt/cash available
for distributions before corporate debt service ratio was 7.3x.
Issuer Profile
Atlantica operates a diversified portfolio of contracted assets in
the power and environmental sectors predominately located in Spain
and North and South America. ASIG is the parent entity that
co-issued the debt used to finance ECP's acquisition of Atlantica.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
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
----------- ------ -------- -----
Atlantica Sustainable
Infrastructure Group plc LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
senior secured LT BB+ Affirmed RR2 BB+
Atlantica Sustainable
Infrastructure Ltd LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR2 BB+
senior unsecured LT BB- Affirmed RR4 BB-
COEXISTENCE LIMITED: FRP Advisory Named as Administrators
---------------------------------------------------------
Coexistence Limited was placed into administration proceedings in
the High Court of Justice Court Number: CR-2025-BHM-000533, and
John Anthony Lowe and Nathan Jones of FRP Advisory Trading Limited
were appointed as administrators on Sept. 30, 2025.
Coexistence Limited engaged in the retail of furniture, lighting,
and similar (not musical instruments or scores) in specialised
stores.
Its registered office is at 288 Upper Street, London, N1 2TZ in the
process of being changed to C/O FRP Advisory Trading Limited,
Ashcroft House, Ervington Court, Meridian Business Park, Leicester,
LE19 1WL
Its principal trading address is at 288 Upper Street, London, N1
2TZ
The joint administrators can be reached at:
John Anthony Lowe
Nathan Jones
FRP Advisory Trading Limited
Ashcroft House, Ervington Court
Meridian Business Park
Leicester LE19 1WL
For further details, contact:
The Joint Administrators
Tel No: 0116 303 3333
Alternative contact: Saiyed Kadri
Email: cp.leicester@frpadvisory.com
DATATECNICS CORP: Menzies LLP Named as Administrators
-----------------------------------------------------
Datatecnics Corporation Ltd was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2025-MAN-001296, and Jonathan David Bass and Giuseppe Parla of
Menzies LLP were appointed as administrators on Sept. 24, 2025.
Datatecnics Corporation, trading as Datatecnics, engaged in
research and experimental development on natural sciences and
engineering.
Is registered office is at 4th Floor, 95 Gresham Street, London,
EC2V 7AB
Its principal trading address is at Third Floor, Anchorage One,
Anchorage Quay, Media City, Salford, M50 3YL
The administrators can be reached at:
Jonathan David Bass
Giuseppe Parla
Menzies LLP
4th Floor, 95 Gresham Street
London, EC2V 7AB
For further information, contact:
The Joint Administrators
Email: ljones@menzies.co.uk
Tel No: 03309 129186
Alternative contact: Liam Jones
FLYDE FUNDING 2024-1: DBRS Confirms BB(low) Rating on F Notes
-------------------------------------------------------------
DBRS Ratings Limited confirmed its credit ratings on the notes
issued by Fylde Funding 2024-1 PLC (the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (high) (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at BB (low) (sf)
-- Class X Notes at BB (high) (sf)
The credit rating on the Class A Notes addresses timely payment of
interest and ultimate repayment of principal by the legal maturity
date in July 2052. The credit ratings on the Class B, Class C,
Class D, Class E, and Class F Notes address the ultimate payment of
interest and principal, and timely payment of interest whilst the
senior-most class outstanding. The credit rating on the Class X
Notes addresses ultimate payment of interest and principal.
CREDIT RATING RATIONALE
The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:
-- Portfolio performance, in terms of delinquencies, defaults and
losses as of 30 June 2025 (corresponding to the July 2025 payment
date).
-- Portfolio default rate (PD), loss given default (LGD) and
expected loss assumptions on the remaining receivables.
-- Current available credit enhancement (CE) to the notes to cover
the expected losses at their respective credit rating levels at the
July 2025 payment date.
Fylde Funding 2024-1 PLC is a securitization of second-lien
mortgage loans backed by owner-occupied and buy-to-let properties
in the United Kingdom (UK) and originated and serviced by Tandem
Home Loans Limited (Tandem). Tandem is a provider of second-charge
mortgages, home improvement loans, and motor finance in the UK.
The transaction includes a first optional redemption date at the
payment date of 25 October 2028 coinciding with a step-up of the
margins on the Class A to Class F Notes. The legal final maturity
date is at the payment date of 25 July 2052.
PORTFOLIO PERFORMANCE
As of 30 June 2025, loans two to three months in arrears
represented 0.6% of the outstanding portfolio balance and loans
more than three months in arrears represented 1.2%. As of 30 June
2025, there were no cumulative losses.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 5.0% and 31.9%
respectively, compared to 4.4% and 36.9%, respectively at closing.
The increase in the PD reflects the increase in arrears since
closing whilst the reduction in the LGD results from the treatment
of automated valuations which has been aligned with Fylde Funding
2025-1 plc.
CREDIT ENHANCEMENT
CE to the rated notes consists of the subordination of junior
classes (except the Class X Notes). As of the May 2025 payment
date, CE to the rated notes increased as follows compared to the
last annual review:
-- CE to the Class A Notes to 32.0% from 25.0%;
-- CE to the Class B Notes to 21.7% from 17.0%;
-- CE to the Class C Notes to 15.3% from 12.0%;
-- CE to the Class D Notes to 9.6% from 7.5%;
-- CE to the Class E Notes to 5.1% from 4.0%; and
-- CE to the Class F Notes to 1.9% from 1.5%.
As of the July 2025 payment date, the liquidity reserve fund was at
its target level of approximately EUR 1.9 million, equal to 1.0% of
both the Class A and Class B Notes' outstanding balance (and the
corresponding principal amount of the VRR Loan Note). The liquidity
reserve fund is available to cover senior fees, interest on the
Class A Notes, principal via the Class A Notes principal deficiency
ledger (PDL) and interest on the Class B Notes. As of the July 2025
payment date, PDLs related to the rated notes and the Class Z Notes
were clear.
Citibank, N.A., London Branch (Citibank London) acts as the account
bank for the transaction. Based on the Morningstar DBRS private
credit rating of Citibank London, the downgrade provisions outlined
in the transaction documents, and other mitigating factors inherent
in the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit rating assigned to the Class A Notes, as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.
Citibank Europe plc, UK Branch (Citibank Europe, UK) acts as the
swap counterparty for the transaction. Morningstar DBRS' private
credit rating on Citibank Europe, UK is consistent with the First
Rating Threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.
Notes: All figures are in British pound sterling unless otherwise
noted.
PFF PACKAGING (NORTH EAST): Interpath Ltd Named as Administrators
-----------------------------------------------------------------
PFF Packaging (North East) Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Court in Leeds, Insolvency and Companies List (ChD), Court Number:
CR-2025-LDS-001001, and Richard John Harrison and Howard Smith
Clark of Interpath Ltd were appointed as administrators on Oct. 1,
2025.
PFF Packaging (North East), fka Intelligent Packaging Solutions
Limited, Intelpack Limited, JMWCO 88 Limited, was engaged in
manufacturing.
Its registered office is at Interpath Advisory, 4th Floor, Tailors
Corner, Thirsk Row, Leeds, LS1 4DP
Its principal trading address is at Salters Lane, Sedgefield,
Stockton-on-Tees, TS21 3EE
The joint administrators can be reached at:
Howard Smith
Interpath Advisory
Interpath Ltd, 4th Floor
Tailors Corner, Thirsk Row
Leeds, LS1 4DP
-- and --
Richard John Harrison
Interpath Advisory
10th Floor, One Marsden Street
Manchester, M2 1HW
For further details, contact:
Karen Croston on 0161 509 8604
PFF PACKAGING: Interpath Ltd Named as Administrators
----------------------------------------------------
PFF Packaging Group Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Court in Leeds, Insolvency and Companies List (ChD), Court Number:
CR-2025-LDS-001000, and Richard John Harrison and Howard Smith
Clark of Interpath Ltd were appointed as administrators on Oct. 1,
2025.
PFF Packaging Group, fka PFF Packaging Limited/PFF Holdings
Limited, engaged in activities of head offices.
Its registered office is c/o Interpath Advisory, 4th Floor, Tailors
Corner, Thirsk Row, Leeds, LS1 4DP
Its principal trading address is at Unit 3 Airedale Park, Royd Ings
Avenue, Keighley, West Yorkshire, BD21 4BZ
The joint administrators can be reached at:
Howard Smith
Richard John Harrison
Interpath Advisory
Interpath Ltd, 4th Floor
Tailors Corner, Thirsk Row
Leeds, LS1 4DP
For further details, contact:
Keiva McKeigue on 0118 214 5938
PRAX EXPLORATION: Teneo Financial Named as Administrators
---------------------------------------------------------
Prax Exploration & Production PLC was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England & Wales, Court Number: CR-2025-006735, and Daniel
James Mark Smith and Matthew Mawhinney of Teneo Financial Advisory
Limited, were appointed as administrators on Sept. 29, 2025.
Prax Exploration & Production engaged in support activities for
petroleum and natural gas extraction.
Its registered office is c/o Teneo Financial Advisory Limited, The
Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT
Its principal trading address is at Harvest House, Horizon Business
Village, 1 Brooklands Road, Weybridge, KT13 0TJ
The administrators can be reached at:
Daniel James Mark Smith
Matthew Mawhinney
Teneo Financial Advisory Limited
The Colmore Building
20 Colmore Circus Queensway
Birmingham, B4 6AT
For further details, contact:
The Joint Administrators
Email: praxexploration@teneo.com
Tel No: 0113 396 0166
UNIVERSAL ARCHES: FRP Advisory Named as Administrators
------------------------------------------------------
Universal Arches Limited was placed into administration proceedings
in Business and Property Courts in the High Court of Justice
Business and Property Courts in Leeds, Insolvency & Companies List
(ChD), Court Number: CR-2025-LDS-000975, and Simon Farr and Tom
Bowes of FRP Advisory Trading Limited, were appointed as
administrators on Sept. 26, 2025.
Universal Arches is a manufacturer of builders ware of plastic.
Its registered office is at 103 Peasley Cross Lane, St. Helens,
Merseyside, WA9 3AL to be changed to c/o FRP Advisory Trading
Limited, 4th Floor, Abbey House, 32 Booth Street, Manchester, M2
4AB
Its principal trading address is at 103 Peasley Cross Lane, St.
Helens, Merseyside, WA9 3AL
The joint administrators can be reached at:
Simon Farr
Tom Bowes
FRP Advisory Trading Limited
4th Floor, Abbey House, Booth Street
Manchester, M2 4AB
For further details, contact:
The Joint Administrators
Tel: 0161 841 0416
Alternative contact:
Jessica Jones
Email: Jessica.Jones@frpadvisory.com
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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