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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
Tuesday, December 2, 2025, Vol. 26, No. 240
Headlines
F R A N C E
CASINO GUICHARD-PERRACHON: Fitch Lowers Long-Term IDR to 'CCC-'
FR BONDCO: Fitch Assigns 'B' Final Long-Term IDR, Outlook Stable
G E R M A N Y
AUTONORIA DE 2025: Fitch Assigns BB+sf Final Rating to Cl. F Notes
I R E L A N D
BRIDGEPOINT VI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
HARVEST CLO XXXVIII: Fitch Assigns B-(EXP)sf Rating to Cl. F Notes
PALMER 2023-2: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
PALMER SQUARE 2023-2: S&P Assigns B- (sf) Rating to Cl. F-R Notes
PROVIDUS CLO X: Fitch Puts 'B-sf' Final Rating to Class F-R Notes
PROVIDUS CLO X: S&P Assigns B- (sf) Rating to Class F-R Notes
TIKEHAU CLO XIV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
I T A L Y
AUTO ABS 2025-2: Fitch Corrects Nov. 27 Ratings Release
K A Z A K H S T A N
CENTRAS INSURANCE: Fitch Affirms 'B+' IFS Rating, Outlook Stable
KAZAKHMYS INS: Fitch Hikes IFS Rating to 'BB+', Outlook Positive
T U R K E Y
TURKIYE EMLAK: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
VAKIF KATILIM: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
U N I T E D K I N G D O M
CHESHIRE 2021-1: Fitch Assigns 'Bsf' Final Rating to Class F Notes
CUSTOM INSULATION: FRP Advisory Appointed as Joint Administrators
EALBROOK 2025-1: Fitch Puts 'BB+(EXP)sf' Rating to 2 Note Classes
EARL TRANSPORT: Opus Restructuring Appointed as Administrators
GASTRO PUBS: Interpath Advisory Appointed as Joint Administrators
HADFIELD SERVICES: FRP Advisory Appointed as Joint Administrators
IHS HOLDING: Fitch Affirms 'B+' LT IDR, Alters Outlook to Pos.
NEW LEAF PLANTS: Butcher Woods Appointed as Administrators
ONCE UPON A TIME: KR8 Advisory Appointed as Administrators
PCC GLOBAL: Fitch Puts 'B+' Final Rating to EUR450MM Sr. Sec Notes
ROTHERMERE CONTINUATION: S&P Places 'BB-' LT ICR on Watch Negative
TALISMANICO: Leonard Curtis Appointed as Joint Administrators
WILLIAM HERMAN: Opus Restructuring Appointed as Administrators
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F R A N C E
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CASINO GUICHARD-PERRACHON: Fitch Lowers Long-Term IDR to 'CCC-'
---------------------------------------------------------------
Fitch Ratings has downgraded Casino, Guichard-Perrachon S.A.'s
Long-Term Issuer Default Rating (IDR) to 'CCC-' from 'CCC+'. Fitch
has downgraded Casino's senior secured ratings to 'C' from 'CCC-'
with a Recovery Rating of 'RR6'. Fitch has downgraded the senior
secured notes issued by Quatrim S.A.S. to 'B-' from 'B+'. The
Recovery Rating is 'RR1'.
Fitch has placed Casino's IDR and Quatrim's senior secured
instrument rating on Rating Watch Negative (RWN).
The rating actions follow the company's initiative, in response to
the upcoming maturity of most of its debt in 2027, to approach
lenders and its main shareholder to modify its capital structure.
It reflects its view of a sharply increased probability of a debt
exchange leading to a material reduction in terms for existing
creditors that could be considered a distressed debt exchange (DDE)
under its Corporate Rating Criteria.
Fitch expects to resolve the RWN when there is more clarity on the
plan to improve Casino's capital structure.
Key Rating Drivers
Heightened Refinancing Risk: With increased leverage and the
prospects of protracted negative free cash flow (FCF) generation,
Fitch believes Casino has limited options to refinance the
reinstated term loan due in March 2027. This could force lenders
into accepting an adverse change in terms to avoid a default by the
company.
Conditional Equity Offer: Fitch views the proposal by the majority
shareholders to provide EUR300 million of equity as potentially not
creditor friendly as it is conditional upon a material senior debt
reduction through its partial conversion into equity. In
association with the lack of other options for lenders to be
repaid, Fitch would consider this means of modifying the capital
structure as a DDE under its criteria.
FCF Under Pressure: Pressure on profitability from investments in
regaining market share, plus high capex aimed at renovating stores
and interest payments associated with currently high leverage, led
to materially negative cash flow generation in 2024. Fitch
forecasts Casino will remain FCF negative over at least 2025-2028,
with a negative FCF margin of 8.6% in 2025. This should gradually
improve towards negative 2% in 2027-2028.
Guidance Aligned with Fitch Case: Casino's 9M25 results and updated
2025 guidance are broadly in line with Fitch's forecast. Fitch
expects flat revenue evolution on a like-for-like basis, and -3%
total change in revenue relative to 2024. The EBITDA margin in 2025
will reach 2% under Fitch's case, which is in line with its
previous expectations of initially low execution risk for the
profitability improvements targeted by the company.
Leverage Affected by RCF Drawdown: Profitability has improved
relative to its previous forecast, but Fitch now expects 2025
EBITDAR leverage at 7x compared with 6x previously, due to the full
drawdown of the EUR711 million revolving credit facility (RCF) in
4Q25. Its revised forecast assumes deleveraging to 5.8x in 2026 and
5.5x in 2027, which would entail larger refinancing risks than its
previous forecast. Fitch's assumptions continue to include
successful implementation of management's turnaround plans, which
are subject to continued availability of material financial
resources.
Attractive Continuing Operations: Casino's new operational
perimeter consists of its strongest operations in France, focused
on the attractive convenience channel, after divestment of the
loss-making hypermarket and supermarket format, which would have
required even larger turnaround investments than currently
envisaged. After the 2024 restructuring the company has smaller
scale, with reduced diversification by format and geography that is
commensurate with the 'B' rating category. Fitch believes Casino's
store portfolio retains an attractive proposition for consumers,
with well-recognised banners. It also has a strong share of the
food retail market in the Paris region.
Intense Business Relaunch Progressing: Fitch views positively the
2025 improvement in profitability but believe that the delivery of
cost savings in line with Casino's initial Renoveau 2028 and
subsequent Renoveau 2030 plan is subject to higher execution risks
amid reduced consumer confidence in France, lower propensity to
spend and continued food inflation. The company is planning to
invest EUR300 million annually until 2030 to refurbish its Monoprix
stores, roll-out new concepts into each of its chains and open new
stores.
Divestitures Reducing Quatrim Debt: Casino further actively
disposed part of its owned real estate in 2025, reducing the
outstanding Quatrim bonds to around EUR200 million by end-September
2025 from around EUR300 million at end-2024. Fitch expects that any
future real estate disposal proceeds will also be primarily used
for Quatrim debt for bond prepayment.
Peer Analysis
Casino is smaller and has more limited geographic diversification
than international food retail chains such as Tesco PLC
(BBB/Stable).
Casino's business risk profile is positioned weakly relative to
food retailers in the 'B' category such as Bellis Finco plc (ASDA,
B/Negative), Market Holdco 3 Limited (Morrisons, B/Positive), WD FF
Limited (Iceland, B/Stable) and FR Bondco SAS (B/Stable), due to
comparable EBITDAR but higher execution risks in its business
turnaround and deleveraging. Casino also has weaker profitability,
FCF margin, financial leverage and coverage metrics. These
differences in business profile and leverage resulted, before the
downgrade to 'CCC-', in a two- to three-notch differential in its
IDR relative to peers.
Fitch’s Key Rating-Case Assumptions
- Flat sales like-for-like evolution in 2025 (-3% change to 2024)
and 2026, followed by about 1% growth in 2027-2028
- Very slow recovery in profitability, with EBITDA margin improving
to 2.0% in 2025 and to 4.2% by 2028
- Non-recurring expenses of EUR335 million in 2025 and EUR150
million in 2026
- Negative working capital cash impact of around EUR20 million in
2025-2026, followed by reversal from 2027
- Average annual capex of EUR300 million
Recovery Analysis
The recovery analysis assumes that Casino would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated in a default. Fitch has assumed a 10%
administrative claim in the recovery analysis.
Fitch has applied a distressed enterprise value/EBITDA of 4.5x, in
line with comparable businesses and reflecting the maturity and
characteristics of Casino's businesses under the restricted group.
In its bespoke GC recovery analysis, Fitch considers an estimated
post-restructuring EBITDA available to creditors of EUR280 million,
which is broadly aligned with its forecast EBITDA for the
continuing business in 2026, once the Renouveau 2028/2030
strategies gain more traction.
Fitch has assumed that Casino's debtholders would get additional
value of about EUR22 million in connection with a minority equity
stake in Companhia Brasileira de Distribuicao S.A.
Its GC assumptions would result in an outstanding recovery rate for
Casino's Quatrim debt leading to a Recovery Rating of 'RR1',
indicating a B-' instrument rating. Following the payment
waterfall, its assumptions result in no recoveries for the
reinstated EUR1.4 billion senior secured term loan issued by
Casino, leading to an 'RR6' and 'C' instrument rating.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Actions that would signal inevitable balance-sheet restructuring,
which Fitch would view as a DDE, or prevent timely debt service
- Liquidity erosion with increasing prospects of a liquidity crisis
in the next 12 months
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Clarity over Casino's capital structure with the removal of the
prospect of debt restructuring, which would constitute a DDE under
Fitch's criteria
- Adequate liquidity with freely available cash and credit lines
comfortably supporting debt service at least over the next 24
months
Liquidity and Debt Structure
With the Monoprix RCF fully drawn in 4Q25, Fitch expects sufficient
liquidity at end-2025 to cover operating requirements in 2026.
However, FCF will be consistently negative in its forecast and will
continue putting pressure on liquidity, exhausting the cash balance
in 2027.
Fitch views the current debt structure as concentrated, with most
maturities falling in 2027 and 2028 even with covenant-driven one
year extension.
Issuer Profile
Casino is a major French food retailer operating in convenience
stores and wholesale e-commerce retail.
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
----------- ------ -------- -----
Quatrim S.A.S.
senior secured LT B- Downgrade RR1 B+
Casino, Guichard-
Perrachon S.A. LT IDR CCC- Downgrade CCC+
senior secured LT C Downgrade RR6 CCC-
FR BONDCO: Fitch Assigns 'B' Final Long-Term IDR, Outlook Stable
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Fitch Ratings has assigned FR Bondco SAS's (Picard) EUR280 million
senior unsecured notes a final rating of 'CCC+', with a Recovery
Rating of 'RR6'. Fitch has also assigned Picard a final Long-Term
Issuer Default Rating (IDR) of 'B' with Stable Outlook, amid
ongoing group reorganisation. Fitch has simultaneously affirmed
Picard Bondco S.A.'s IDR at 'B' with Stable Outlook and withdrawn
the rating.
The ratings are constrained by Picard's aggressive financial
policy. This is balanced by a robust business model and effective
cost management, which support high profitability and sustained
positive free cash flow (FCF) despite a challenging environment.
The Outlook continues to reflect Fitch's expectation of steady
operating performance, high but sustainable leverage, and adequate
coverage.
Fitch has withdrawn Picard Bondco S.A.'s IDR owing to the ongoing
reorganisation, after which there will be a different reporting
entity at the top of the restricted group.
Fitch also expects to withdraw the rating on the not tendered
portion (EUR132 million) of Picard Bondco S.A.'s EUR310 million
senior unsecured notes once Picard repays them, under its announced
plans ahead of their July 2027 maturity.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Picard Bondco S.A.
Key Rating Drivers
High Leverage Constrains Rating: Fitch expects Picard's EBITDAR
leverage to remain high at around 7.0x until FY27 (financial
year-end March), leaving no room for additional debt at the rating.
Fitch reflects Picard's flexible lease terms and IFRS lease
liabilities in its leverage calculations, in line with its new
criteria. This adjustment reduced calculated gross leverage by
0.5x, compared with its earlier method, where Fitch capitalised its
lease proxy using an 8.0x multiple.
Aggressive Financial Policy: The Zouari family increased ownership
of Picard to 50.2% in December 2024 through Invest Group Zouari
(IGZ), and ICG Europe Fund VIII owns 49.7%. The sale marked the
exit of Lion Capital, the company's main shareholder, which had led
frequent dividend recapitalisations. Fitch views the funding of
Lion's buyout by IGZ as aggressive, adding debt at Picard and
introducing shareholder and vendor loans outside the restricted
group.
The new owners are planning a more conservative financial policy
after the acquisition. The use of EUR37 million company cash to
reduce debt in the current refinancing is potentially positive for
the credit profile, but more decisive creditor-friendly actions,
including completion of the refinancing of the vendor loan with
equity instruments will be needed before Fitch incorporates this
into its credit view.
Stalled Vendor Loan Refinancing: Fitch previously expected Picard's
leverage to fall by mid-2025, assuming the EUR120 million vendor
loan would be repaid with cash proceeds from a minority stake sale
at IGZ. The vendor loan matures in 2027, and Fitch treats it as
debt. Replacement of the vendor loan with an equity instrument has
been delayed but may occur in the coming months, aided by ICG's
intention to invest in an equity-like instrument and repay EUR80
million of the vendor loan. A full replacement of the vendor loan
would reduce leverage to 6.7x in FY26 and 6.5x in FY27, providing
adequate leverage headroom under the rating.
Strong Profitability: The Fitch-adjusted EBITDA margin recovered in
FY25 to 12.8% as energy cost eased, after bottoming out in FY24 at
12%. Gross margin remained healthy at 44.5% in 1QFY26, and Picard
has expanded its market share by adapting its offering and making
selective price cuts, boosting volumes (up 1.2%) and partly
offsetting a smaller average basket size (down 2%) mainly due to
calendar effects. Fitch expects Picard to maintain high margins and
protect its market share, while adapting to consumer trends. Its
profit margins are high for the sector, supported by its focus on
own-brand products, premium offerings and structurally profitable
asset-light expansion.
Steady Sales Growth: Picard's sales grew only 1.2% in FY25, below
Fitch's assumed 3%. However, Fitch still expects revenue to
increase by an average of 3%-4% in FY26-FY29, due to modest
like-for-like growth and store additions. Picard has a strong
record of steady sales growth in France, driven by its diversified
and frequently renewed frozen food range, which meets various
consumer needs while retaining repeat customers. Like-for-like
sales grew an average of 1.6% annually during FY17-FY25; Fitch
expects a slightly lower rate of 1% to FY29. Picard is well
positioned to keep opening new stores - both operated and
franchised - to expand its physical presence.
FCF Supports Cash Accumulation: Fitch expects Picard to generate
positive average FCF of around EUR50 million a year in FY26-FY29
(around 2.3% of sales), supported by limited working-capital swings
and capex needs. Strong cash flow generation differentiates Picard
from many peers in food retail, offsetting its high debt.
Robust Business Model: Picard's leadership in a niche market and
highly profitable own brand continue to underpin its business
model. The group was resilient during the pandemic and in the
recent inflationary environment, after its price increases were
only partly offset by a decrease in volumes. It has recently
increased its volumes, offsetting a decline in average prices.
Group Structure Simplified: Picard is simplifying its group
structure by merging some intermediary entities. Picard will be
merged into its parent Lion/Polaris Lux Holdco S.a.r.l., and into
FR Bondco SAS within 12 months, after the full repayment of its
EUR310 million notes. Consolidated accounts reporting will now be
at FR Bondco SAS following the new EUR280 million note issuance. In
addition, the EUR775 million senior secured floating rate notes -
rated 'B+'/'RR3' - have been transferred to Lion/Polaris Lux Midco
S.a.r.l following its recent merger with Lion/Polaris Lux 4 S.A.
Peer Analysis
Picard has smaller scale and weaker diversification in non-food
products and services than larger food retail peers, such as Bellis
Finco plc (ASDA; B/Negative) and Market Holdco 3 Limited
(Morrisons; B/Positive). Picard is also smaller in sales than UK
frozen food specialist WD FF Limited (Iceland; B/Stable), but its
materially stronger profitability leads to an equivalent level of
EBITDAR.
Picard's gross leverage at 7.4x at FY25 remained higher than most
of its peers'. Iceland's EBITDAR gross leverage fell to about 5x in
FY25 (year-end March 2025) while Fitch expects Morrisons to
deleverage to near 6.0x (year-end October 2025). However, this is
comparable to its forecast of 6.9x leverage for ASDA for 2025
following its pricing and availability investment strategy. Picard
also remains comparable in fixed charge coverage of around 1.8x.
Picard has strong brand awareness and customer loyalty, which is
key for its positioning as a market leader in the French frozen
food retail sector. It also has high profitability (EBITDAR margin
of around 17% versus Iceland's 7%), due to its unique business
model focused on own-brand products and premium positioning. This
makes it more comparable with branded food manufacturers than its
immediate food retailing peers. This differentiating factor results
in superior cash flow generation, supporting Picard's financial
flexibility and satisfactory liquidity.
Recovery Analysis
Fitch assumes Picard would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than liquidated.
Fitch has assumed a 10% administrative claim in the recovery
analysis.
Its bespoke GC recovery analysis estimates EBITDA after
restructuring available to creditors of about EUR190 million,
increased by EUR10 million from its previous analysis due to an
expanded store network in the past three years, leading to a
marginally increased residual EBITDA value at distress.
Fitch also assumes a fully drawn EUR75 million revolving credit
facility (RCF) before distress.
Fitch has maintained a distressed enterprise value/EBITDA multiple
at 6.0x, which reflects Picard's structurally cash-generative
business operations, despite its small scale.
Its waterfall analysis generates a ranked recovery for Picard's
existing EUR1.4 billion senior secured notes in the 'RR3' category,
resulting in a 'B+' rating, one notch above the IDR. The Recovery
Rating of the new EUR280 million senior unsecured notes and
outstanding portion of the not tendered EUR310 million senior
unsecured notes (about EUR132 million), is 'RR6', with a rating of
'CCC+', two notches below the IDR.
Fitch expects recoveries for the senior secured notes to remain
unchanged in the 'RR3' category once Picard's planned RCF increase
to EUR100 million from EUR75 million is finalised.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deteriorating competitive position or sustained erosion in
like-for-like sales growth, EBITDA and FCF margin, leading to the
inability to deleverage
- Subdued operating performance or evidence of a more aggressive
financial policy, including material dividend distributions leading
to EBITDAR leverage remaining above 7.0x on a sustained basis
- Diminished financial flexibility, due to a loss of financial
discipline, reduced liquidity headroom or operating EBITDAR
fixed-charge coverage permanently below 1.5x
- Cash flow from operations less capex/debt remaining below 2.5% on
a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Continuation of solid operating performance, for example
reflected in like-for-like revenue increases and rising EBITDA with
strong FCF margins in the mid-single digits
- EBITDAR leverage below 5.5x on a sustained basis, driven mostly
by debt prepayments, reflecting a commitment to more conservative
capital allocation
- Operating EBITDAR fixed-charge coverage above 2x on a sustained
basis
Liquidity and Debt Structure
Picard's liquidity is comfortable, with EUR152 million of
Fitch-adjusted unrestricted cash as of March 2025. The planned
revolving credit facility increase will further improve the
liquidity profile. Low capex intensity and manageable
working-capital outflows provide for healthy positive FCF
generation, further boosting liquidity.
Issuer Profile
Picard is a French food retailer with a leading market share of 20%
in the highly specialised and niche frozen-food market.
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
----------- ------ -------- -----
Picard Groupe SAS
senior secured LT B+ Affirmed RR3 B+
FR Bondco SAS LT IDR B New Rating B(EXP)
senior unsecured LT CCC+ New Rating RR6 CCC+(EXP)
Picard Bondco S.A. LT IDR B Affirmed B
LT IDR WD Withdrawn
senior unsecured LT CCC+ Affirmed RR6 CCC+
Lion/Polaris
Lux Midco S.a r.l.
senior secured LT B+ Affirmed RR3 B+
=============
G E R M A N Y
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AUTONORIA DE 2025: Fitch Assigns BB+sf Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Autonoria DE 2025 final ratings.
The final ratings assigned to the class D to F notes are one notch
above the expected ratings due to the lower-than-anticipated
overall funding costs of the transaction.
Entity/Debt Rating Prior
----------- ------ -----
Autonoria DE 2025
A FR0014013Z63 LT AAAsf New Rating AAA(EXP)sf
B FR0014013Z48 LT AA-sf New Rating AA-(EXP)sf
C FR0014013ZA4 LT Asf New Rating A(EXP)sf
D FR0014013Z71 LT BBB+sf New Rating BBB(EXP)sf
E FR0014013ZE6 LT BBBsf New Rating BBB-(EXP)sf
F FR0014013Z89 LT BB+sf New Rating BB(EXP)sf
G FR0014013Z97 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Autonoria DE 2025 is a securitisation of auto loans, with balloon
or fully amortising, originated by BNP Paribas SA (A+/Stable/F1),
German Branch (trading name: Consors Finanz). Borrowers are mostly
employed, but there are some self-employed and retired obligors in
the pool. About half of the portfolio balance consists of loans to
finance leisure and recreational vehicles.
The transaction has a 13-month revolving period. The class A to G
notes will then pay down according to a target
over-collateralisation (OC) mechanism until a performance or
another trigger is breached.
KEY RATING DRIVERS
Diverging Sub-Pool Defaults: Fitch applies different default base
cases for passenger car and leisure vehicle loans, at 2.25% and 1%,
respectively, because of diverging historical asset performance.
The multiples at 'AAA' are 5.5x and 6.5x, while the recovery base
case at 50% and 'AAA' haircut at 45% are the same for both pools.
These assumptions reflect its expectation of moderate growth
recovery and a still robust, although cooling, labour market. Fitch
has not assumed a significant change in pool composition during the
revolving period.
Target OC Allocations: The class A to G notes will amortise
according to target OC (TOC) percentages, equal to the OC at
closing. The allocation dynamics are a driving factor of its cash
flow analysis as in the main rating scenarios the TOC will apply
for 14 months (AAA) up to 36 months (BB+). As a result of the TOC
allocations, in its 'AAA' scenario, payments to the class B to G
notes will be around 4% of the initial asset balance, resulting in
limited accumulation of credit enhancement for the class A notes.
Excess Spread Adds Protection: The weighted average interest rate
of the closing pool is around 5%, outweighing the issuer's costs.
This creates excess spread, which can compensate for defaults
through principal deficiency ledgers. A replenishment limit on the
minimum average interest rate of the additional purchased
receivables ensures that the excess spread will not significantly
change during the revolving period.
Counterparty Risks Addressed: The transaction has a fully funded
liquidity reserve for payment interruption scenarios. There are
also reserves for commingling and set-off risk, which will be
funded if the seller is downgraded below 'BBB' and 'F2'. All these
reserves are adequate to cover the relevant exposures, in its view.
Rating triggers and remedial actions for the account bank and swap
counterparty are adequately defined and in line with its criteria.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F)
Increase default rates by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB+sf'
Increase default rates by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBB-sf'/'BB+sf'
Increase default rates by 50%:
'AA-sf'/'A-sf'/'BBBsf'/'BB+sf'/'BB+sf'/'BBsf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F)
Reduce recovery rates by 10%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB+sf'
Reduce recovery rates by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'BBsf'
Reduce recovery rates by 50%:
'AAsf'/'Asf'/'BBBsf'/'BB+sf'/'BBsf'/'BB-sf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F)
Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB+sf'
Increase default rates by 25% and reduce recovery rates by 25%:
'AAsf'/'A-sf'/'BBBsf'/'BB+sf'/'BBsf'/'BB-sf'
Increase default rates by 50% and reduce recovery rates by 50%:
'Asf'/'BBBsf'/'BB+sf'/'BB-sf'/'B+sf'/'Bsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Unanticipated decreases in the frequency of defaults or increases
in recovery rates could produce smaller losses than the base case
and result in positive rating action on the notes.
Expected impact on the notes' ratings of decreased default rates
and increased recoveries (class A/B/C/D/E/F)
Decrease default rates by 10% and increase recovery rates by 10%:
'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BBB+sf'/'BBB-sf'.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
=============
I R E L A N D
=============
BRIDGEPOINT VI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Bridgepoint CLO VI DAC reset notes final
ratings, as detailed below.
Entity/Debt Rating
----------- ------
Bridgepoint CLO VI DAC
A-R XS3224634561 LT AAAsf New Rating
B-R XS3224634728 LT AAsf New Rating
C-R XS3224635295 LT Asf New Rating
D-R XS3224635451 LT BBB-sf New Rating
E-R XS3224635618 LT BB-sf New Rating
F-R XS3224635964 LT B-sf New Rating
Bridgepoint CLO VI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to refinance the existing notes, except the subordinated
notes. The portfolio has a target par of EUR400 million and is
actively managed by Bridgepoint Credit Management Limited. The
collateralised loan obligation has a 4.6-year reinvestment period
and an 8.6-year weighted average life (WAL) test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 25.
Strong Recovery Expectation (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
61.4%.
Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors at 20%. The
transaction also includes various other concentration limits,
including a maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction includes three
matrices sets corresponding to an 8.5-year WAL that are effective
at closing, and four forward matrices corresponding to 7.5-year and
seven-year WALs that can be selected by the manager 12 and 18
months after closing, respectively, subject to the aggregate
collateral balance (defaults at Fitch collateral value) being at
least at the reinvestment target par amount. Each matrix set
corresponds to two different fixed-rate asset limits at 5% and
10%.
The transaction has a 4.6-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Its analysis is based on a stressed portfolio with
the aim of testing the robustness of the transaction structure
against its covenants and portfolio guidelines.
Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the issue date. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, together with a WAL
covenant that progressively steps down over time. Fitch believes
these conditions would reduce the effective risk horizon of the
portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would lead to downgrades of one notch each for the class A-R, D-R
and E-R notes, two notches each for the class B-R and C-R notes,
and to below 'B-sf' for the class F-R notes.
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. The class B-R
and C-R notes each have a rating cushion of one notch and the class
D-R to F-R notes have a cushion of two notches, due to the better
metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio. The class A-R notes do not have any
rating cushion as they are already at the highest achievable
rating.
Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of four notches
each for the class B-R and C-R notes, three notches each for the
class A-R and D-R notes and to below 'B-sf' for the class E-R and
F-R notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the RDR and a 25% increase in the RRR across all
ratings of the Fitch-stressed portfolio would lead to upgrades of
up to three notches each for the rated notes, except for the
'AAAsf' rated notes, which are at the highest level on Fitch's
rating scale and cannot be upgraded.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction.
Upgrades after the end of the reinvestment period, except for the
'AAAsf' notes, may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Bridgepoint CLO VI
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
HARVEST CLO XXXVIII: Fitch Assigns B-(EXP)sf Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XXXVIII DAC's notes expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.
Entity/Debt Rating
----------- ------
Harvest CLO
XXXVIII DAC
Class A-1 LT AAA(EXP)sf Expected Rating
Class A-2 LT AAA(EXP)sf Expected Rating
Class B LT AA(EXP)sf Expected Rating
Class C LT A(EXP)sf Expected Rating
Class D LT BBB-(EXP)sf Expected Rating
Class E LT BB-(EXP)sf Expected Rating
Class F LT B-(EXP)sf Expected Rating
Subordinated Notes LT NR(EXP)sf Expected Rating
Transaction Summary
Harvest CLO XXXVIII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million. The portfolio is actively managed by Investcorp
Credit Management EU Limited. The CLO will have a 4.5-year
reinvestment period and a 7.5-year weighted average life (WAL) test
at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors of the identified portfolio at
'B+'/'B'. The Fitch-weighted average rating factor is 22.9.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 61.1%.
Diversified Portfolio (Positive): The transaction will include
concentration limits, including a top 10 obligor concentration
limit of 20% and a maximum exposure to the three-largest
Fitch-defined industries of 40%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction will have a
4.5-year reinvestment period and include reinvestment criteria
similar to those of other European CLO transactions. Fitch's
analysis is based on a stressed case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
WAL Step-Up Feature (Neutral): The transaction could extend the WAL
test by one year from one year after closing if the aggregate
collateral balance (with defaulted obligations carried at the lower
of Fitch and another rating agency's collateral value) is at least
at the reinvestment target par amount and all the tests are
passing.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis and matrices analysis is 12
months less than the WAL covenant. This is to account for strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' bucket limitation test after reinvestment, and a
WAL test covenant that gradually steps down before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean rating default rate (RDR) and a 25%
decrease of the rating recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A1/A2
notes and could lead to a one-notch downgrade of the class B to E
notes, and to a rating below 'B-sf' for the class F notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B to
F notes each have a two-notch rating cushion due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading activity
or negative portfolio credit migration, a 25% increase of the mean
RDR and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio could lead to downgrades of up to three
notches for the class A2, B, C and D notes, two notches for class
A1 notes and to below 'B-sf' for the class E and F notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio could lead to
upgrades of up to two notches each for the class B, C, D and F
notes and three notches for the class E notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test covenant,
allowing the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Harvest CLO XXXVIII
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PALMER 2023-2: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European CLO 2023-2 DAC
reset notes final ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Palmer Square European
CLO 2023-2 DAC
A-R XS3227296426 LT AAAsf New Rating
B-R XS3227296939 LT AAsf New Rating
C-R XS3227297317 LT Asf New Rating
Class A XS2697590979 LT PIFsf Paid In Full AAAsf
Class B-1 XS2697591274 LT PIFsf Paid In Full AAsf
Class B-2 XS2697591431 LT PIFsf Paid In Full AAsf
Class C XS2697591605 LT PIFsf Paid In Full Asf
Class D XS2697591860 LT PIFsf Paid In Full BBB-sf
Class E XS2697592082 LT PIFsf Paid In Full BB-sf
Class F XS2697592249 LT PIFsf Paid In Full B-sf
D-R XS3227297747 LT BBB-sf New Rating
E-R XS3227298042 LT BB-sf New Rating
F-R XS3227298471 LT B-sf New Rating
Transaction Summary
Palmer Square European CLO 2023-2 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to redeem all but the
subordinated notes and to fund the portfolio with a target par of
EUR500 million. The portfolio is actively managed by Palmer Square
Europe Capital Management LLC. The collateralised loan obligation
(CLO) has a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL) test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B+'/'B'. The Fitch weighted
average rating factor of the identified portfolio is 23.1.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.8%.
Diversified Asset Portfolio (Positive): The transaction includes
various other concentration limits, including a maximum exposure to
the three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The deal includes four matrices
corresponding to fixed-rate limits of 7.5% and 12.5%. Two matrices
are effective at closing, corresponding to a WAL covenant of 8.5
years and two matrices are effective 12 months after closing,
corresponding to WAL covenant of 7.5 years. The forward matrices
can be elected by the manager if the collateral principal amount
(with defaults carried at Fitch collateral value) is at least equal
to reinvestment target par balance.
The transaction includes reinvestment criteria similar to those of
other European deals. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis is 12 months less than the WAL covenant at the
issue date. This is to account for the strict reinvestment
conditions envisaged after the reinvestment period. These include
passing the coverage tests and the Fitch 'CCC' maximum limit and a
WAL covenant that progressively steps down over time. These
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-R to D-R notes,
result in a downgrade of one notch to the class E-R notes, and to
below 'B-sf' for the class F-R notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-R,
D-R, E-R and F-R notes each have a two-notch rating cushion and the
class C-R notes have a three-notch cushion, due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches each for the notes, except for the
'AAAsf' rated notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than- expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and other Nationally
Recognised Statistical Rating Organisations and European Securities
and Markets Authority-registered rating agencies. Fitch has relied
on the practices of the relevant groups within Fitch and other
rating agencies to assess the asset portfolio information or
information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for its analysis
according to its applicable rating methodologies indicates that it
is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Palmer Square
European CLO 2023-2 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PALMER SQUARE 2023-2: S&P Assigns B- (sf) Rating to Cl. F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2023-2 DAC's class A-R, B-R, C-R, D-R, E-R, and F-R
notes. The issuer also has unrated subordinated notes outstanding
from the original transaction.
This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes were withdrawn.
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 transaction has a two-year noncall period and the portfolio's
reinvestment period will end approximately five years after
closing.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,535.35
Default rate dispersion 657.48
Weighted-average life (years) 4.69
Obligor diversity measure 189.40
Industry diversity measure 23.70
Regional diversity measure 1.46
Transaction key metrics
Total par amount (mil. EUR) 500.00
Number of performing obligors 211
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.93
'AAA' weighted-average recovery (%) 36.11
Actual weighted-average spread (%) 3.50
Actual weighted-average coupon (%) 2.73
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. 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 EUR500 million par amount,
the covenanted weighted-average spread of 3.30%, the covenanted
weighted-average coupon of 3.00%, identified weighted-average
recovery rates at 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.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is limited at the assigned
ratings, as the exposure to individual sovereigns does not exceed
the diversification thresholds outlined in our criteria.
"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.
"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher rating levels 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 ratings.
"The class A-R notes can withstand stresses commensurate with the
assigned ratings. For the class F-R notes, our credit and cash flow
analysis indicate that the available credit enhancement could
withstand stresses commensurate with a lower rating.
"However, we have applied our 'CCC' rating criteria, resulting in a
'B- (sf)' rating on this class of notes.
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P said, "Our model generated break-even default rate at the
'B-' rating level of 21.86% (for a portfolio with a
weighted-average life of 4.69 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.69 years, which
would result in a target default rate of 15.01%."
-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that the ratings assigned
are commensurate with the available credit enhancement for all
classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount
Class Rating* (mil. EUR) Sub (%) Interest rate§
A-R AAA (sf) 310.00 38.00 3-month EURIBOR plus 1.31%
B-R AA (sf) 52.50 27.50 3-month EURIBOR plus 1.95%
C-R A (sf) 30.00 21.50 3-month EURIBOR plus 2.20%
D-R BBB- (sf) 35.00 14.50 3-month EURIBOR plus 3.10%
E-R BB- (sf) 22.50 10.00 3-month EURIBOR plus 5.40%
F-R B- (sf) 17.50 6.50 3-month EURIBOR plus 8.40%
Sub notes NR 55.50 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C-R, D-R, E-R, and F-R notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
PROVIDUS CLO X: Fitch Puts 'B-sf' Final Rating to Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Providus CLO X DAC's reset notes final
ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Providus CLO X DAC
Class A-1 XS2788394273 LT PIFsf Paid In Full AAAsf
Class A-1-R XS3227324574 LT AAAsf New Rating
Class A-2 XS2788394430 LT PIFsf Paid In Full AAAsf
Class A-2-R XS3227324731 LT AAAsf New Rating
Class B XS2788394604 LT PIFsf Paid In Full AAsf
Class B-R XS3227324905 LT AAsf New Rating
Class C XS2788395080 LT PIFsf Paid In Full Asf
Class C-R XS3227325118 LT Asf New Rating
Class D XS2788395247 LT PIFsf Paid In Full BBB-sf
Class D-R XS3227325381 LT BBB-sf New Rating
Class E XS2788395593 LT PIFsf Paid In Full BB-sf
Class E-R XS3227325548 LT BB-sf New Rating
Class F XS2788395759 LT PIFsf Paid In Full B-sf
Class F-R XS3227325894 LT B-sf New Rating
Transaction Summary
Providus CLO X DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the outstanding notes, except the
subordinated notes, and fund a portfolio up to a target par of
EUR425 million. The portfolio is actively managed by Permira
European CLO Manager LLP. The collateralised loan obligation (CLO)
has a 4.4-year reinvestment period and an 8.4-year weighted average
life test (WAL) at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch considers the
average credit quality of obligors to be 'B'/'B-'. The Fitch
weighted average rating factor of the identified portfolio is
24.7.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.3%.
Diversified Asset Portfolio (Positive): The transaction has two
matrices effective at closing, corresponding to two fixed-rate
asset limits at 5% and 10%, and a 10 largest obligors covenant at
20%. It has also two forward matrices corresponding to the same top
10 obligors and fixed-rate asset limits, which will be effective
one year after closing, provided the collateral principal amount
(defaults at Fitch-calculated collateral value) will be at least
the reinvestment target par balance.
The transaction also includes various other concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.4-year
reinvestment period, which is governed by reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the issue date, to account for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period. These include passing the coverage tests, the Fitch WARF
and 'CCC' bucket limitation test, and a WAL covenant that
progressively steps down over time. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of one notch each for the class
B-R to E-R notes and to below 'B-sf' for the class F-R notes. There
is no rating impact for the class A-1-R or A-2-R notes.
Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-R
to F-R notes each have a two-notch rating cushion due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio. The class A-1-R and A-2-R notes have no
rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches each, except for the 'AAAsf'
notes.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Providus CLO X
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
PROVIDUS CLO X: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Providus CLO X
DAC's class A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R notes. The
issuer had EUR28.90 million subordinated notes outstanding from the
previous transaction and issued an additional EUR6.90 million
unrated subordinated notes.
This transaction is a reset of the already existing transaction
that closed in May 2024. The existing notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date and the ratings on the original notes have been
withdrawn.
The transaction has a 1.5 year noncall period and the portfolio's
reinvestment period ends 4.4 years after closing.
Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,835.35
Default rate dispersion 501.50
Weighted-average life (years) 4.53
Obligor diversity measure 165.01
Industry diversity measure 17.47
Regional diversity measure 1.37
Transaction key metrics
Total par amount (mil. EUR) 425
CCC rated assets ('CCC+', 'CCC', and 'CCC-') (%) 1.33
Number of performing obligors 196
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
Actual 'AAA' weighted-average recovery (%) 36.01
Actual weighted-average coupon (%) 3.66
Actual weighted-average spread (no credit to floors) (%) 3.85
S&P said, "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
collateralized debt obligations.
"In our cash flow analysis, we modelled the EUR425 million target
par amount, the covenanted weighted-average spread of 3.60%, the
covenanted-average coupon of 4.00%, the actual weighted-average
recovery rate with a 1% cushion at the 'AAA' rating level, and the
actual weighted-average recovery rates for 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.
"Until the end of the reinvestment period on April 13, 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 it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure is 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.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-1-R to F-R notes. Our credit and cash flow analysis indicates
that the class B-R to D-R notes could withstand stresses
commensurate with higher ratings than those assigned. However, as
the CLO will have a reinvestment period, during which the
transaction's credit risk profile could deteriorate, we have capped
our assigned ratings on these notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class F-R notes could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria and assigned a 'B- (sf)' rating to this class
of notes."
The ratings uplift for the class F-R notes reflects several key
factors, including:
-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.16% (for a portfolio with a weighted-average
life of 4.53 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.53 years, which would result
in a target default rate of 14.50%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-1-R to E-R notes in four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to weapons or
firearms, illegal drugs or narcotics etc. Accordingly, 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."
Providus CLO X DAC is a European cash flow CLO securitization of a
revolving pool, comprising primarily euro-denominated senior
secured loans and bonds. Permira European CLO Manager LLP manages
the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) Interest rate§ enhancement (%)
A-1-R AAA (sf) 255.00 3mE +1.32% 40.00
A-2-R AAA (sf) 14.00 3mE +1.75% 36.71
B-R AA (sf) 41.30 3mE +1.95% 26.99
C-R A (sf) 25.50 3mE +2.20% 20.99
D-R BBB- (sf) 29.70 3mE +3.05% 14.00
E-R BB- (sf) 19.10 3mE +5.50% 9.51
F-R B- (sf) 12.80 3mE +8.33% 6.49
Sub NR 35.80 N/A N/A
*The ratings assigned to the class A-1-R, A-2-R, and B-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
3mE--Three-month EURIBOR.
NR--Not rated.
N/A--Not applicable.
TIKEHAU CLO XIV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Tikehau CLO XIV DAC final ratings, as
detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Tikehau CLO XIV DAC
A XS3208899958 LT AAAsf New Rating AAA(EXP)sf
B XS3208900129 LT AAsf New Rating AA(EXP)sf
C XS3208900475 LT Asf New Rating A(EXP)sf
D XS3208900632 LT BBB-sf New Rating BBB-(EXP)sf
E XS3208900806 LT BB-sf New Rating BB-(EXP)sf
F XS3208901366 LT B-sf New Rating B-(EXP)sf
Sub Notes XS3208901796 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Tikehau CLO XIV DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the original rated notes and fund a
portfolio with a target par of EUR600 million. The portfolio is
actively managed by Tikehau Capital Europe Limited. The
collateralised loan obligation (CLO) has a 4.5-year reinvestment
period and an 8.5-year weighted average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 23.8
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.0%.
Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction includes two
matrices available at closing, with a WAL of 8.5 years and
fixed-rate assets limit of 10% and 5%, and two additional matrices
available one year later provided that the collateral principal
amount (including defaulted obligations at Fitch collateral value)
is at least at the reinvestment target par balance, with a WAL of
7.5 years and same fixed-rate assets limit.
The transaction will have reinvestment criteria governing the
reinvestment similar to those of other European transactions.
Fitch's analysis is based on a stressed-case portfolio with the aim
of testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the deal's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the issue date, to account for the strict conditions
envisaged by the transaction after its reinvestment period. These
include passing the coverage tests and the Fitch 'CCC' bucket
limitation test after reinvestment, and a WAL covenant that steps
down over time, before and after the end of the reinvestment. These
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A, B and E notes and
lead to downgrades of one notch for the class C and D notes, and to
below 'B-sf' for the class F notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to E notes display rating
cushions of two notches and the class F notes of three notches.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the notes, and to below 'B-sf' for the class E and F
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches for the
rated notes, except for the 'AAAsf' rated notes, which are at the
highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger-than-expected losses for
the remaining life. After the end of the reinvestment, upgrades may
occur on stable portfolio credit quality and deleveraging, leading
to higher credit.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Tikehau CLO XIV DAC
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Tikehau CLO XIV
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
=========
I T A L Y
=========
AUTO ABS 2025-2: Fitch Corrects Nov. 27 Ratings Release
-------------------------------------------------------
This is a correction of a release published 27 November 2025. It
corrects the rating sensitivities for the class A and B notes.
Fitch Ratings has assigned Auto ABS Italian Stella Loans S.r.l.
(Series 2025-2)'s notes final ratings, as detailed below.
Entity/Debt Rating
----------- ------
Auto ABS Italian
Stella Loans S.r.l.
(Series 2025-2)
A1 IT0005675787 LT AA+sf New Rating
A2 IT0005675795 LT AA+sf New Rating
B IT0005675803 LT AAsf New Rating
C IT0005675811 LT Asf New Rating
D IT0005675837 LT BBB+sf New Rating
E IT0005675845 LT BB+sf New Rating
Transaction Summary
Auto ABS Italian Stella Loans S.r.l. (Series 2025-2) is a
seven-month revolving period securitisation of Italian balloon or
amortising auto loans originated by Stellantis Financial Services
Italia (SFS), a captive lender resulting from a joint venture
between Stellantis N.V. (not rated) and Santander Consumer Bank
S.p.A. (not rated).
KEY RATING DRIVERS
Low Expected Defaults: Historical default rates for SFS are lower
than for other captive auto loan lenders operating in Italy. The
final portfolio comprises loans advanced to private borrowers (92%)
and commercial borrowers (8%). Fitch derived asset assumptions for
different products separately, reflecting varying performance
expectations and products. Fitch has assumed a weighted average
(WA) base-case lifetime default and recovery rate of 2.1% and
39.0%, respectively, for the final portfolio.
Balloon Loans Risk Addressed: The portfolio consists of balloon
loans (44.3% of the pool balance), with the remainder comprising
amortising auto loans. Balloon loan borrowers may face a payment
shock at maturity if they cannot refinance the balloon amount or
return or sell their car. Fitch has considered this additional
default risk by applying a higher default multiple. The WA default
multiple of the portfolio is 5.1x at 'AA+sf'.
Limited Data for Multi-Step Loans: The portfolio includes
approximately 10.9% multi-step loans, with no restrictions during
the revolving period. Multi-step loans feature two repayment
phases, whereby the instalment of the first phase is lower than
that of the second phase. SFS began originating these loans in
2021, and the data history is currently shorter than for other
products it offers. Fitch has factored this into the default
multiples for sub-pools with a significant proportion of multi-step
loans, such as private used and private new standard loans.
No Servicing Fees Modelled: The deal envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. The reserve is adequate to cover its
stressed servicer fees at the notes' maximum achievable ratings
throughout the transaction's life. Consequently, Fitch has not
modelled any servicing fees in its cash flow analysis, resulting in
the availability of higher excess spread.
Excess Spread Notes Rating Cap: The class E - excess spread notes -
are not collateralised and their interest and principal will be
paid from the available excess spread. They will amortise from the
issue date and in the seven-month revolving period. Fitch caps
their rating at 'BB+sf', in line with the Global Structured Finance
Rating Criteria.
'AA+sf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above Italy's Issuer Default Rating (IDR,
BBB+/Stable/F1), which is the case for the class A1 and A2 notes.
The Stable Outlook on these notes reflects that on the sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The ratings of the class A notes, at the applicable rating cap, are
sensitive to changes to Italy's Long-Term IDR. A downgrade of
Italy's IDR and the related rating cap for Italian structured
finance transactions, currently 'AA+sf', could trigger a downgrade
of the class A notes' ratings.
Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce loss levels larger than the base
case could result in negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and decrease in the recovery base case by 25% would lead to up to
two-notch downgrades of the class B to D notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's IDR and revision of the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A notes.
An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to four notches for the class B to D notes,
provided there were no qualitative arising elements that could
limit the ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Auto ABS Italian Stella Loans S.r.l. (Series 2025-2)
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
===================
K A Z A K H S T A N
===================
CENTRAS INSURANCE: Fitch Affirms 'B+' IFS Rating, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Insurance Company Centras Insurance
JSC's International Insurer Financial Strength (IFS) Rating at 'B+'
and National IFS Rating at 'BBB-(kaz)'. The Outlooks are Stable.
The ratings reflect Kazakhstan-based Centras's position as a
medium-sized non-life insurer in the local market and its adequate
capitalisation, offset by deteriorating and volatile financial
performance and heightened investment risk compared with peers.
Key Rating Drivers
Medium-Sized Non-Life Insurer: Centras is modest by size in the
Kazakh insurance market as the nineth-largest insurer with gross
written premiums of KZT24 billion in 2024. Its market share by
gross written premiums has been fairly stable and was 3.4% in 2024
(2023: 3.9%). Unlike other Fitch-rated Kazakh insurers, Centras
does not belong to any banking or corporate group, making the
acquisition of new business more challenging.
Deteriorating, Volatile Financial Performance: Centras's financial
performance has been volatile under IFRS17. In 2024, the company
reported a net loss of KZT0.4 billion (2023: net profit of KZT2.8
billion), equivalent to a net income return on equity of -4% (2023:
37%). The loss was due to weaker underwriting performance,
especially in the motor third-party liability (MTPL) line, where
the company has no ability to set its own tariffs, while investment
income remained stable. Fitch expects MTPL to continue eroding
underwriting profitability in 2025 and 2026, even though the
company has slightly reduced its exposure to MTPL.
Adequate Capital Position: Fitch scored Centras's capital position
'Very Strong' under its Prism Global model at end-2024, with asset
risk and exposure to the motor business being the drivers of
capital requirement. The Prism score, however, does not include
exposure to catastrophe risk, which could be a significant risk to
capital adequacy.
Centras remained compliant with the minimum regulatory capital
requirements in 2024 and 9M25; however, its regulatory solvency
ratio fell to 156% at end-9M25 from 277% at end-2024, as the
company invested a substantial amount to shares of Centras
Securities, a related-party company, whose assets do not count
towards available funds to cover capital requirements. The
regulatory solvency ratio is not risk-based and can be volatile.
Heightened Investment Risk: Centras's investment risk is high
compared with peers' due to the company's heightened exposure to
equities, which accounted for 20% of the investment portfolio in
2024 and 49% of capital, down from 66%, as shareholders' funds have
slightly increased over the year. The quality of its equity
holdings improved in 2023-2024 towards stronger local banks and
state-owned industrial companies.
Fixed-income instruments accounted for 76% of invested assets at
end-2024. The credit quality of the fixed-income portfolio was
dominated by 'BBB' rated bonds, including government bonds and
bonds of state-related companies. However, the proportion of 'BB'
and 'B' rated bonds remained substantial at 18% and 13%,
respectively.
Extensive Use of Reinsurance: Centras makes extensive use of
reinsurance, with a reinsurance utilisation ratio of 67% in 2024.
The company's reinsurance programme mainly consists of single large
facultative placements, with up to 99% of commercial property,
casualty and marine, aviation and transport risks ceded to
reinsurers. Most of the placements (2024: 92% of ceded liabilities)
are with foreign reinsurers rated 'A-' and above.
Change in Regulatory Classification: Fitch has revised regulatory
environment classification of Kazakhstan to 'ringfencing' from
'other' due to a substantially strengthened insurance regulatory
regime. This underline 'good' recovery prospects for the IFS
Rating, based on its assumptions that regulators will intervene
early to preserve the asset value during financial distress.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Weakening of business profile, as reflected in a sustained
reduction of market share or increase in business risk
- Further big deterioration in earnings
- Deterioration of capitalisation, as measured by a Prism score
falling below 'Somewhat Weak' for a sustained period or a breach of
prudential capital metrics, without recovery within a reasonable
timeframe
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Strengthening of business profile, while maintaining a stable
capital position and profitable, less volatile financial
performance
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 Prior
----------- ------ -----
Insurance Company
Centras Insurance JSC LT IFS B+ Affirmed B+
Natl LT IFS BBB-(kaz)Affirmed BBB-(kaz)
KAZAKHMYS INS: Fitch Hikes IFS Rating to 'BB+', Outlook Positive
----------------------------------------------------------------
Fitch Ratings has upgraded Kazakhstan-based Joint Stock Company
Kazakhmys Insurance Company's (Kazakhmys Ins) International Insurer
Financial Strength (IFS) Rating to 'BB+', from 'BB', and its
National IFS Rating to 'A+(kaz)', from 'A(kaz)'. The Outlooks are
Positive.
The upgrades reflect a reduced reliance on reinsurance and
investment risk. The Positive Outlook reflects its improved
assessment of the company's capital strength, following the receipt
of new available catastrophe risk data and improvements in the
insurer's risk management practices.
The ratings continue to reflect Kazakhmys Ins' established position
in the Kazakh commercial lines insurance market and its good
financial performance.
Key Rating Drivers
Improved Assessment of Capital Strength: Fitch's view of the
insurer's risk-adjusted capital position has improved following the
receipt of its catastrophe risk data for the first time. Kazakhmys
Ins scored at 'Adequate' under Fitch's Prism Global model,
calculated based on IFRS17 data, at end-2024, including the new
data. Kazakhmys Ins' comfortable solvency margin (end-1H25: 258%;
end-2024: 326%) had a large buffer above the regulatory minimum of
100%.
Reduced Reliance on Reinsurance: Kazakhmys Ins makes significant
use of reinsurance, resulting in profitable business being passed
to reinsurers, while being exposed to counterparty credit risk.
However, Kazakhmys Ins' own retention has increased over the last
five years, reflecting improved risk management practices. In 2024
Kazakhmys retained around 40% of premiums, compared with 10% in
2019. The average credit quality of Kazakhmys Ins' reinsurance
panel is strong, with most rated at 'A-' or above.
Established Commercial Insurer: Kazakhmys Ins is a commercial-lines
focused insurer with significant dependence on Kazakhmys
Corporation LLC, a local mining corporation and a minority
shareholder, which accounted for 56% of insurance premiums in 2024
(2023: 57%). The size of the related-party business has been
gradually reducing as the insurer developed its portfolio but will
remain substantial. It allows the company to be one of the largest
local commercial underwriters.
Kazakhmys Ins is one of the leading non-life insurers in the local
market and ranked fourth, with a market share of 7% by gross
premiums in 2024. Its insurance portfolio is well-diversified,
although its structure differs on a gross and net basis, mainly as
the company cedes large commercial property and liability risks to
reinsurers.
Adequate Investment Risk: Kazakhmys Ins' asset allocation is
conservative. The insurer predominantly invests in fixed-income
instruments in the form of government and government-related bonds,
with the rest invested in cash and bank deposits. Fitch assesses
the credit quality of the invested assets as sound. Kazakhmys Ins'
investment portfolio is well-diversified by issuer and its
liquidity is strong.
Good Financial Performance: Kazakhmys Ins reported KZT7.2 billion
of net income under IFRS 17 in 2024 (2023: KZT5.7 billion), with
underwriting and investment income contributing positively. The
company's Fitch-calculated combined ratio was strong, at 94% (2023:
89%). It benefits from the high profitability of Kazakhmys
Corporation LLC's business.
Regulatory Classification Change: Fitch has revised the regulatory
environment classification of Kazakhstan to 'ringfencing', from
'other', under its Insurance Rating Criteria, due to a
substantially strengthened insurance regulatory regime. This
underlines 'good' recovery prospects for the IFS Rating, based on
its view that regulators will intervene early to preserve
enterprise value during financial distress.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- The Outlook may be revised to Stable, if the Prism score falls
below 'Adequate'
- Sustained weakening of capital position, as reflected by a Prism
score falling below 'Somewhat Weak', for example, as a result of a
substantial underwriting or investment loss
- Substantial weakening of the business profile as reflected in a
permanent, severe loss of market share.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Maintenance of capitalisation strength as measured by a Prism
score consistently and comfortably in the 'Adequate' range
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 Prior
----------- ------ -----
JSC Kazakhmys
Insurance Company LT IFS BB+ Upgrade BB
Natl LT IFS A+(kaz) Upgrade A(kaz)
===========
T U R K E Y
===========
TURKIYE EMLAK: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Emlak Katilim Bankasi A.S.'s
Long-Term Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer
Default Ratings (IDRs) at 'BB-'. The Outlooks are Stable. Fitch has
also upgraded the bank's Viability Rating (VR) to 'b', from 'b-'.
The VR upgrade reflects the bank's improving franchise, above
sector average profitability and reasonable foreign currency
liquidity.
Key Rating Drivers
Government Support Drives IDRs: Emlak Katilim's IDRs are driven by
its 'bb-' Government Support Rating (GSR), which is in line with
Turkiye's sovereign rating. The GSR considers Emlak Katilim's state
ownership and the strategic importance of participation banking to
the authorities. The bank's VR reflects its small franchise, high
risk appetite, adequate asset quality, strong but volatile earnings
and only adequate capitalisation.
Improved but Challenging Operating Environment: Fitch considers the
Turkish operating environment to have improved, reflecting the
normalisation and a stronger record of the country's monetary
policy. This has reduced refinancing risks, and improved external
market access, policy credibility and consistency, and
exchange-rate stability, despite financial market volatility.
However, banks are exposed to still high - but declining -
inflation, slowing economic growth, domestic political volatility
and macroprudential regulations, despite simplification efforts.
Small, Expanding Franchise: Emlak Katilim is a growing state-owned
participation bank and has expanded rapidly from a small base since
its establishment. However, its small franchise - with a market
share below 1% of banking sector assets - results in few
competitive advantages. The bank has also set up a savings finance
subsidiary, which Fitch expects to expand over the next few years.
Rapid Growth, Business Concentrations: Emlak Katilim's financing
growth continued to outperform the sector in 1H25 (36%,
FX-adjusted; sector: 15%), creating seasoning risks. Its small size
results in high concentration. The bank's role in facilitating
trade between Turkiye and Russia results in additional revenue
concentration and may create further risks, although the bank has
implemented adequate controls to mitigate such risks.
Asset-Quality Risks: Financing growth has supported Emlak Katilim's
low impaired (end-2Q25: 1%) and Stage 2 (2.3%) financing ratios.
Asset-quality risks remain high, due to concentrations and
seasoning risks amid higher Turkish lira rates and expected slower
GDP growth. In addition, foreign currency financing (end-2Q25:
43%), which is above the sector average (38%), remains a risk as
not all borrowers are hedged against lira depreciation. Fitch
expects the impaired financing/gross financing ratio to increase to
about 2% at end-2025 and to 3% at end-2026, which should be
manageable, considering the bank's reserves coverage and
profitability.
Boosted Profitability: The bank's operating profit/average assets
increased to 8.3% in 1H25 (2024: 6.2%), supported by
customer-driven, higher net trading income and net fees and
commissions, with net profit share income remaining strong. Net
income/average total equity remained very strong at 69% (2024: 60%)
in 1H25. Fitch expects operating profit/average assets ratio to
normalise to about 4% at end-2026 due to increased impairment
charges.
Only Adequate Capitalisation: The stable common equity Tier 1
(CET1) ratio (end-2Q25: 15.1%; 11.5%, excluding forbearance;
end-2024: 15.1%), despite growth and tightened forbearance was
driven by strong profits. The bank has a 50% risk-weighting on
exposures from participation pools (end-2Q25: a 392bp uplift to the
CET1 ratio). Free provisions provide an additional buffer (7% of
risk-weighted assets). The bank's equity/assets ratio was 8.7%,
slightly above peers' and in line with the sector average. Fitch
expects the CET1 ratio to remain stable at end-2025, before
worsening slightly by end-2026 due to growth and increased
impairment charges.
High Non-Resident Deposits: Emlak Katilim is mainly funded by
customer deposits (end-2Q25: 89% of non-equity funding). Wholesale
foreign currency funding is limited (7%), mostly additional Tier 1
funding provided by the government, which limits refinancing risk.
However, 66% of deposits were in foreign currencies, which is above
the sector average, and 14% of these were non-resident deposits,
which heightens risks for foreign currency liquidity should there
be deposit instability. Fitch expects gross financings/customer
deposits ratio to rise to about 80% at end-2025 and 85% at end-2026
as financing expansion outpaces deposit growth.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Emlak Katilim's Long-Term IDRs would be downgraded if its GSR were
downgraded. This would result either from a weaker ability of the
government to provide support, reflected in a sovereign downgrade,
or a lower propensity to support.
The VR could be downgraded on an erosion of the bank's capital
buffers, resulting in capital ratios close to their regulatory
minimums or on a worsening of its foreign currency liquidity,
potentially due to volatility of non-resident deposits, if not
offset by timely government support. The VR is also sensitive to
government influence over the bank's management of the balance
sheet, particularly if this leads to increased pressure on the risk
profile.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Emlak Katilim's Long-Term IDRs would be upgraded following an
upgrade of its GSR, which would likely come from an upgrade of the
sovereign's Long-Term IDRs.
Emlak Katilim's VR could be upgraded if its business profile and
franchise improved further, potentially due to a more stable
business model, alongside an improved risk profile, while
maintaining its adequate financial profile and reasonable foreign
currency liquidity.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Emlak Katilim's National Long-Term Rating of 'AA(tur)' considers
potential government support in the local currency, and is in line
with other state-owned banks'.
The Short-Term IDRs of 'B' are the only possible option mapping to
Long-Term IDRs in the 'B' and 'BB' category.
Emlak Katilim's Long-Term IDRs (xgs) of 'B(xgs)' are in line with
its VR. Its 'B(xgs)' Short-Term IDRs (xgs) map to its Long-Term
IDRs (xgs).
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The National Rating is sensitive to changes in Emlak Katilim's LTLC
IDR and its creditworthiness relative to other Turkish issuers'.
Emlak Katilim's Short-Term IDRs are sensitive to changes in its
Long-Term IDRs.
Emlak Katilim's ex-government support ratings are sensitive to
changes in its VR.
VR ADJUSTMENTS
The operating environment score of 'bb-' for Turkish banks is lower
than the category implied score of 'bbb', due to the following
adjustment reason: sovereign rating (negative).
The business profile score of 'b' is below the category implied
score of 'bb' due to the following adjustment reason: market
position (negative).
The asset quality score of 'b' is below the category implied score
of 'bbb' due to the following adjustment reason: underwriting
standards and growth (negative).
The earnings and profitability score of 'b+' is below the category
implied score of 'bbb' due to the following adjustment reason:
earnings stability (negative).
The capitalisation and leverage score of 'b' is below the category
implied score of 'bb' due to the following adjustment reason:
leverage and risk-weight calculation (negative).
The funding and liquidity score of 'b' is below the category
implied score of 'bb' due to the following adjustment reason:
deposit structure (negative).
Public Ratings with Credit Linkage to other ratings
Emlak Katilim's ratings are driven by support from the Turkish
authorities.
ESG Considerations
Emlak Katilim has ESG Relevance Scores of '4' for Governance
Structure due to potential government influence over its board's
effectiveness and management strategy in the challenging Turkish
operating environment, which has a moderately negative impact on
the bank's credit profile and is relevant to the ratings in
conjunction with other factors.
Emlak Katilim's ESG Relevance Governance Structure Score of '4'
also takes into account its status as an Islamic bank. Its
operations and activities need to comply with sharia principles and
rules, which entail additional costs, processes, disclosures,
regulations, reporting and sharia audit. This results in a negative
impact on the bank's credit profile and is relevant to the rating
in combination with other factors.
The ESG Relevance Management Strategy score of '4' also reflects
burden on all Turkish banks. Management ability across the sector
to determine their own strategy and price risk is constrained by
regulatory burden and also by the operational challenges of
implementing regulations at the bank level. This has a moderately
negative impact on the banks' credit profiles and is relevant to
the banks' ratings in combination with other factors.
Islamic banks have an ESG Relevance Score of '3' for Exposure to
Social Impacts, above sector guidance for an ESG Relevance Score of
'2' for comparable conventional banks, which reflects that Islamic
banks have certain sharia limitations embedded in their operations
and obligations, although this only has a minimal credit impact on
Islamic banks.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Turkiye Emlak
Katilim Bankasi A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA(tur) Affirmed AA(tur)
Viability b Upgrade b-
Government Support bb- Affirmed bb-
LT IDR (xgs) B(xgs) Upgrade B-(xgs)
ST IDR (xgs) B(xgs) Affirmed B(xgs)
LC LT IDR (xgs) B(xgs) Upgrade B-(xgs)
LC ST IDR (xgs) B(xgs) Affirmed B(xgs)
VAKIF KATILIM: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Vakif Katilim Bankasi A.S.'s Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDR) at 'BB-'. The Outlooks are Stable. The bank's
Viability Rating (VR) has also been affirmed at 'b'.
Key Rating Drivers
Government Support Drives IDRs: Vakif Katilim's IDRs are driven by
its 'bb-' Government Support Rating (GSR), which is in line with
Turkiye's sovereign rating. The GSR considers Vakif Katilim's full
state ownership and the strategic importance of participation
banking to the state. The bank's VR reflects the bank's expanding
participation franchise, high risk appetite, pressured asset
quality, only adequate capitalisation and stable but concentrated
funding.
Improved but Challenging Operating Environment: Fitch considers the
Turkish operating environment to have improved, reflecting the
normalisation and a stronger record of the country's monetary
policy. This has reduced refinancing risks, improved external
market access, policy credibility and consistency, and
exchange-rate stability, despite financial market volatility.
However, banks remain exposed to still high - but declining -
inflation, slowing economic growth, domestic political volatility
and multiple macroprudential regulations, despite simplification
efforts.
Growing Participation Franchise: Vakif Katilim is a growing
state-owned participation bank. At end-3Q25, it made up 17% of
participation banking sector assets, a niche subsector with
reasonable growth prospects. Nevertheless, it has a small market
share among Turkish banks (end-3Q25: 1.5% of banking sector
assets), resulting in limited pricing power.
High Risk Appetite: The bank has historically grown above the
sector average in the volatile Turkish market (9M25: 44%; sector
average: 32%), which, in addition to foreign-currency financing
(end-3Q25: 47%; sector: 38%), heightens credit risk. In addition,
Vakif Katilim has a large exposure to the more vulnerable SMEs
sector (about 30% of gross financing).
Asset-Quality Risks: The bank's non-performing financing ratio
increased to 3.6% in 3Q25 (2024: 1.8%), reflecting impaired
financing generation mainly from the SMEs subsector. Asset-quality
risks remain, given single-name concentration and foreign-currency
financings, as not all borrowers are hedged against lira
depreciation, and slower economic growth. Fitch expects asset
quality to further deteriorate in 2025-2026, and the non-performing
financing ratio to be about 4.5% at end-2026.
Profitability Pressures: The bank's operating profit/average total
assets ratio fell to 1.5% in 3Q25 (2024: 2.8%), due to a decline in
net financing margins to 3.8% at end-3Q25 (end-2024: 5.7%), an
increase in operating costs and higher impairment charges including
free provisions. The bank's cost/income ratio increased to 52% at
end-3Q25 from 43% at end-2024 as costs increased, driven by
inflation and slower operating income growth. Fitch expects
operating profits/average assets to recover gradually to close to
2% in 2026, with improving net financing margins as monetary policy
eases.
Only Adequate Capitalisation: The common equity Tier 1 (CET1) ratio
(end-3Q25: 16%; net of forbearance: 14.3%) is only adequate for its
risk profile and growth appetite. The bank's leverage also is below
sector average (equity/assets: 6.5%; sector: 8.2%) as unlike
capital ratios, it does not benefit from a favourable
risk-weighting on assets financed by profit share accounts (uplift
of 400bp-450bp to its CET1 ratio). Fitch expects the CET1 ratio to
be about 14% at end 2026. Vakif Katilim issued USD500 million
additional Tier 1 (AT1) notes in October, which would add about
800bp to the total capital adequacy ratio, Fitch estimates.
Mainly Deposit-Funded: Customer deposits made up 80% of funding at
end-3Q25, of which about half were in foreign currencies.
Foreign-currency wholesale funding is fairly limited (9% of
funding) and mainly comprises funds borrowed from banks. Its
liquidity coverage (foreign currency: 157% and total: 146%) and net
stable funding ratio (126%) are consistently above their regulatory
minimum requirements of 100%.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Vakif Katilim's Long-Term IDRs would be downgraded if its GSR were
downgraded. This would result either from a weaker ability of the
government to provide support, reflected in a sovereign downgrade,
or a lower propensity to support.
An erosion in the bank's capitalisation buffers, with an
equity/assets ratio consistently below 5%, likely driven by
worse-than-expected asset quality deterioration, a sharp increase
in risk appetite, or pressure on profitability and foreign-currency
liquidity, could lead to a downgrade of the VR, if not offset by
government support on a timely basis. The VR is also sensitive to
government influence over the bank's management of its balance
sheet, particularly if this leads to increased pressure on the risk
profile.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Vakif Katilim's Long-Term IDRs would be upgraded following an
upgrade of its GSR, which would likely come from an upgrade of the
sovereign's Long-Term IDRs.
A VR upgrade would require material strengthening in the bank's
risk profile, alongside an improvement in the bank's capital
ratios, including an equity/assets ratio of consistently above 8%,
while maintaining adequate financial metrics.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Vakif Katilim's National Long-Term Rating of 'AA(tur)' considers
potential government support in local currency, and is in line with
other state-owned banks.
The Short-Term IDRs of 'B' are the only possible option mapping to
Long-Term IDRs in the 'B' category.
Vakif Katilim's ex-government support ratings (xgs) are driven by
its VR and its 'B' Long-Term IDRs (xgs) are at the level of its VR.
Its 'B' Short-Term IDRs (xgs) map to its Long-Term IDRs (xgs).
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The National Rating is sensitive to changes in the bank's LTLC IDR
and its creditworthiness relative to that of other Turkish
issuers.
Vakif Katilim's Short-Term IDRs are sensitive to changes in its
Long-Term IDRs.
Vakif Katilim's ex-government support ratings are sensitive to
changes in its VR.
VR ADJUSTMENTS
The operating environment score of 'bb-' for Turkish banks is below
the 'bbb' category implied score due to the following adjustment
reason: sovereign rating (negative).
The business profile score of 'b+' for Vakif Katilim is below the
'bb' category implied score due to the following adjustment reason:
market position (negative).
The asset quality score of 'b' for Vakif Katilim is below the 'bb'
category implied score due to the following adjustment reason:
underwriting standards and growth (negative).
The earnings and profitability score of 'b' for Vakif Katilim is
below the 'bbb' category implied score due to the following
adjustment reason: earning stability (negative).
The capitalisation and leverage scores of 'b' for Vakif Katilim is
below the 'bb' category implied score due to the following
adjustment reason: risk profile and business model (negative).
The funding and liquidity score of 'b+' for Vakif Katilim is below
the 'bb' category implied score due to the following adjustment
reason: deposit structure (negative).
Public Ratings with Credit Linkage to other ratings
Vakif Katilim's ratings are driven by support from the Turkish
authorities.
ESG Considerations
The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. Management
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on the banks' credit
profiles and is relevant to the banks' ratings in combination with
other factors.
Vakif Katilim also has ESG Relevance Scores of '4' for Governance
Structure due to potential government influence over its boards'
effectiveness and management strategy in the challenging Turkish
operating environment, which has a negative impact on the bank's
credit profile and is relevant to the ratings in conjunction with
other factors.
ESG Relevance Score of '4' for Governance Structure also reflects
Vakif Katilim's Islamic banking nature where the bank's operations
and activities need to comply with sharia principles and rules,
which entails additional costs, processes, disclosures,
regulations, reporting and sharia audit. This has a negative impact
on the credit profile and is relevant to the ratings in conjunction
with other factors.
Islamic banks also have an ESG Relevance Score of '3' for Exposure
to Social Impacts, above sector guidance for an ESG Relevance Score
of '2' for comparable conventional banks, which reflects that
Islamic banks have certain sharia limitations embedded in their
operations and obligations, although this only has a minimal credit
impact on Islamic banks.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Vakif Katilim
Bankasi A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA(tur) Affirmed AA(tur)
Viability b Affirmed b
Government Support bb- Affirmed bb-
LT IDR (xgs) B(xgs) Affirmed B(xgs)
ST IDR (xgs) B(xgs) Affirmed B(xgs)
LC LT IDR (xgs) B(xgs) Affirmed B(xgs)
LC ST IDR (xgs) B(xgs) Affirmed B(xgs)
===========================
U N I T E D K I N G D O M
===========================
CHESHIRE 2021-1: Fitch Assigns 'Bsf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Cheshire 2021-1 plc (2025 Refi) final
ratings, as listed below.
Entity/Debt Rating Prior
----------- ------ -----
Cheshire 2021-1 plc
(2025 Refi)
Class A XS2887885700 LT AAAsf New Rating AAA(EXP)sf
Class B XS2887885882 LT AA+sf New Rating AA+(EXP)sf
Class C XS2887886005 LT Asf New Rating A(EXP)sf
Class D XS2887886187 LT BBBsf New Rating BBB(EXP)sf
Class E XS2887886344 LT BBsf New Rating BB(EXP)sf
Class F XS2887886427 LT Bsf New Rating B(EXP)sf
Class Z XS2887886690 LT NRsf New Rating NR(EXP)sf
Transaction Summary
The transaction is a securitisation of UK non-conforming (UKN)
owner-occupied (OO; 86.3%) and buy-to-let (BTL; 13.7%) mortgages
originated in the UK by various legacy UKN lenders. The assets were
previously securitised in the Warwick Finance Residential Mortgages
Number Four Plc (Warwick 4, 49.3%) and (original) Cheshire 2021-1
PLC (50.7%) transactions. The latter was rated by Fitch. The assets
from the Cheshire 2021-1 plc transaction were already owned by the
issuer and the assets from Warwick 4 have been sold as part of this
transaction.
KEY RATING DRIVERS
Seasoned Non-Conforming Loans: The portfolio is highly seasoned
(231 months). The pool has a high weighted average (WA) original
loan-to-value (LTV) of 87.4%, but has benefited from some borrower
deleveraging, with a WA current LTV of 82.7%, and a significant
amount of indexation, leading to a WA indexed current LTV of 48.2%.
This leads to an overall WA sustainable LTV of 54.4%.
The pool is typical for pre-global financial crisis UKN
transactions, with pre-2014 OO origination and high proportions of
self-certified and interest-only loans, as well as a significant
proportion of the pool in arrears for longer than one month
(30.8%). Fitch therefore applied the UKN and BTL assumptions set
out in its UK RMBS Rating Criteria.
Late-Stage Arrears Adjustment: Fitch typically redefines loans in
arrears greater than 12 months as defaulted from day one under its
UK RMBS Rating Criteria. However, for this transaction, given the
high volume of late-stage arrears and potential for further
migration to late-stage arrears, loans in arrears by more than nine
months are treated as defaulted from day one. This adjustment is
intended to capture underperformance and so Fitch has applied a
transaction adjustment of 1.0x to the UKN sub-pool. The pool has
underperformed its BTL Index since July 2020. This led Fitch to
apply a transaction adjustment of 2.0x to the BTL sub-pool.
Missing Data Adjustments: There are several fields with incomplete
or missing data in the pool tape, particularly for adverse credit
in the Cheshire 2021-1 PLC sub-pool. Loan-by-loan datapoints for
legacy origination are less determinative of future performance
than recent and historical performance, but it is nonetheless data
typically provided for UKN pools Fitch rates. Consequently, Fitch
applied a further 1.1x foreclosure frequency (FF) adjustment to the
entire pool.
Warranty Reserve Fund: The transaction features a warranty reserve
fund sized at GBP200,000 (multiplied by 100/95) that is available
to compensate the issuer for breaches to the loan representations
and warranties. This reserve replaces the obligation of the seller
to repurchase loans in breach, which is typical of a UK RMBS
transaction. Warranties for the Cheshire 2021-1 sub-pool are as
given at closing of the previous deal and remain able to be covered
by this reserve. Loans from the Warwick 4 sub-pool have been given
new warranties for this transaction. The warranty reserve fund can
be replenished at a junior waterfall position.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce the credit enhancement available to the
notes. Fitch conducts sensitivity analyses by stressing both the
transaction's FF and recovery rate (RR) assumptions and examining
the rating implications on all classes of issued notes. A 15%
increase in the WAFF and a 15% decrease in the WARR indicate
model-implied downgrades of up to two notches for the class A
notes, four notches for the class B notes, three notches for class
C notes, three notches for the class D notes and four notches for
the class E notes. The class F notes would be implied a distressed
rating.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
consideration of potential upgrades. Fitch tested an additional
rating sensitivity scenario by applying a decrease in the FF of 15%
and an increase in the RR of 15%. The impact on the notes is
model-implied upgrades of up to one notch for the class B notes,
three notches for the class C notes, three notches for the class D
notes, four notches for the class E notes and four notches for the
class F notes. The class C notes and below would be capped at
'A+sf' due to the lack of dedicated liquidity. The class A notes
are already rated 'AAAsf' and cannot be upgraded.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The pool tape contained incomplete or missing data for a number of
fields: employment type, income verification, adverse credit (as
stated in the Asset Analysis section). Fitch applied an FF
adjustment of 1.1x to the pool. Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Overall, and together with the assumptions referred to above,
Fitch's assessment of the asset pool information relied upon for
Fitch's rating analysis according to its applicable rating
methodologies indicates that it is reliable.
Date of Relevant Committee
19 November 2025
ESG Considerations
Cheshire 2025-1 PLC has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the high
proportion of interest-only loans in legacy OO mortgages, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
Cheshire 2025-1 PLC has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a large
proportion of the pool containing OO loans advanced with limited
affordability checks, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CUSTOM INSULATION: FRP Advisory Appointed as Joint Administrators
-----------------------------------------------------------------
Custom Insulation Ltd was placed into administration proceedings in
the High Court of Justice, Business and Property Courts of England
and Wales, Court Number: CR-2025-007608, and Alastair Rex Massey
and Anthony John Wright of FRP Advisory Trading Limited were
appointed as administrators on Nov. 12, 2025.
Custom Insulation specialized in the manufacturing of other plastic
products.
Its registered office is at Unit F, Anglesey Road, Burton-On-Trent,
DE14 3PA and it is in the process of being changed to C/O FRP
Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London,
EC4N 6EU.
Its principal trading address is at Unit F, Anglesey Road,
Burton-On-Trent, DE14 3PA.
The joint administrators can be reached at:
Alastair Rex Massey
Anthony John Wright
FRP Advisory Trading Limited
110 Cannon Street
London, EC4N 6EU
Further details contact:
The Joint Administrators
Tel No: 020 3005 4000
Alternative contact:
Chloe Groves
Email: cp.london@frpadvisory.com
EALBROOK 2025-1: Fitch Puts 'BB+(EXP)sf' Rating to 2 Note Classes
-----------------------------------------------------------------
Fitch Ratings has assigned Ealbrook Mortgage Funding 2025-1 plc's
notes expected ratings.
The assignment of final ratings is contingent on the receipt of
final documents conforming to the information already reviewed.
Entity/Debt Rating
----------- ------
Ealbrook Mortgage
Funding 2025-1 PLC
A LT AAA(EXP)sf Expected Rating
B LT AA-(EXP)sf Expected Rating
C LT A(EXP)sf Expected Rating
D LT BBB+(EXP)sf Expected Rating
E LT BB+(EXP)sf Expected Rating
X LT BB+(EXP)sf Expected Rating
Transaction Summary
Ealbrook Mortgage Funding 2025-1 plc is a static securitisation of
owner-occupied (OO; 99.4%) and a negligible portion of buy-to-let
(BTL) loans (0.6%) originated by Bluestone Mortgages Limited.
Bluestone remains the legal title holder and the servicer of the
assets. The seller will be Shawbrook Bank plc, the ultimate parent
of Bluestone.
KEY RATING DRIVERS
Specialist Assets: The mortgage pool comprises almost exclusively
recent OO and a negligible portion of BTL loans, predominantly
originated in or after 2022, with a weighted average (WA) seasoning
of 20 months. Bluestone focuses on borrowers that do not qualify
for high street lenders' automated scorecard criteria. This can
include borrowers with adverse credit and complex incomes. Fitch
applied a transaction adjustment of 1.1x for the pool.
Fixed Loans Reverting to Floating: The pool comprises fixed loans
that will revert to Bluestone's standard variable rate (SVR) plus a
contractual margin, which will be2.9% at closing on a WA basis.
Fitch has modelled the contractual margin and analysed the
historical evolution of Bluestone's SVR margin over SONIA to derive
its assumptions across stable, decreasing and rising interest rate
scenarios after the expiry of fixed-rate periods.
Over-Reliance on Excess Spread: The class E notes do not benefit
from credit enhancement and are expected to be repaid from revenue
available funds through the turbo amortisation mechanism, leading
to significant structural reliance on excess spread. Its cash flow
analysis indicates that in the absence of excess spread, the notes
may be unable to meet their payment obligations, which constrains
the achievable rating.
Fixed Interest Rate Swap Schedule: The transaction features a
fixed-to-floating interest rate swap to hedge the interest rate
risk between the fixed-rate mortgage assets and the SONIA-linked
notes. The swap has a defined notional schedule, calculated using a
0% constant prepayment rate and assuming no defaults. In Fitch's
cash flow modelling, the combination of high prepayments and
decreasing interest rates leads to the transaction being over
hedged with swap payments senior to note interest.
No Product Switches Permitted: No product switches can be retained
in the pool and any future product switches of loans in the pool
will be repurchased by the seller. This mitigates the potential for
pool migration towards lower-yielding assets and the need for
additional hedging.
Fixed Loans Reversions Affect Prepayments: Most fixed-rate loans
have a tenor of two or five years, and the reversion dates are
concentrated in 2027, 2029 and 2030. The point at which these loans
are scheduled to revert from a fixed rate to the relevant follow-on
rate will likely determine when prepayments will occur. Fitch has
therefore applied an alternative high prepayment stress that tracks
the fixed rate reversion profile (inclusive of retained product
switches) of the pool. The prepayment rate applied is floored at
the high prepayment rate assumptions produced by Fitch's analytical
model ResiGlobal (UK) and capped at a maximum rate of 40% a year.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes.
In addition, unexpected declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries.
Fitch found that a 15% increase in the WA foreclosure frequency
(FF) and 15% decrease of the WA recovery rate (RR) would imply the
following:
Class A: 'A+(EXP)sf'
Class B: 'BBB+(EXP)sf'
Class C: 'BBB(EXP)sf'
Class D: 'BB+(EXP)sf'
Class E: 'B+(EXP)sf'
Class X: 'B+(EXP)sf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades.
Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:
Class A: 'AAA(EXP)sf'
Class B: 'AA+(EXP)sf'
Class C: 'A+(EXP)sf'
Class D: 'A+(EXP)sf'
Class E: 'BB+(EXP)sf'
Class X: 'BB+(EXP)sf'
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
EARL TRANSPORT: Opus Restructuring Appointed as Administrators
--------------------------------------------------------------
Earl Transport Limited was placed into administration proceedings
in the High Court of Justice, Business and Property Courts in
Manchester, Insolvency & Companies List (ChD), Court Number:
CR-2025-001521, and Ian McCulloch and Trevor John Binyon of Opus
Restructuring LLP were appointed as administrators on Nov. 14,
2025.
Earl Transport specialized in haulage.
Its registered office is at Junction 7 Business Park, Blackburn
Road, Clayton Le Moors, Accrington, BB5 5JW.
Its principal trading address is at Unit 1, Blackburn Road, West
End, Oswaldtwistle, BB5 4LL.
The administrators can be reached at:
Ian McCulloch
Trevor John Binyon
Opus Restructuring LLP
Mount Suite, Rational House
32 Winckley Square
Preston, PR1 3JJ
Further information contact:
Maria Price
Tel No: 01772 669 862
Email: maria.price@opusllp.com
GASTRO PUBS: Interpath Advisory Appointed as Joint Administrators
-----------------------------------------------------------------
Gastro Pubs Limited, trading as Middletons Steakhouse & Grill, was
placed into administration proceedings in the High Court of
Justice, Business and Property Courts of England and Wales,
Insolvency and Companies List (ChD), No CR-2025-008065, and Timothy
Bateson and James Richard Clark of Interpath Advisory were
appointed as administrators on Nov. 14, 2025.
Gastro Pubs Limited operated licensed restaurants.
Its registered office is at Interpath Ltd, Cumberland House, 35
Park Row, Nottingham, NG1 6EE.
Its principal trading address is at The Crown Inn, Lynn Road,
Middleton, King’s Lynn, Norfolk, PE32 1RH.
The joint administrators can be reached at:
Timothy Bateson
Interpath Advisory, Interpath Ltd
Suites 203 + 207, Cumberland House
35 Park Row, Nottingham
NG1 6EE
James Richard Clark
Interpath Advisory, Interpath Ltd
Tailor's Corner, 4th Floor, Thirsk Row
Leeds, LS1 4DP
Further details contact:
Keiva McKeigue
Email: Keiva.mckeigue@interpath.com
HADFIELD SERVICES: FRP Advisory Appointed as Joint Administrators
-----------------------------------------------------------------
Hadfield Services Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2025-MAN-7741, and Tom Bowes and Colin Wilson of FRP
Advisory Trading Limited were appointed as administrators on Nov.
14, 2025.
Hadfield Services specialized in engineering activities.
Its registered office is at Unit 20, Northside Business Park,
Hawkins Lane, Burton-On-Trent, DE14 1DB and it is in the process of
being changed to c/o FRP Advisory Trading Limited, 4th Floor, Abbey
House, 32 Booth Street, Manchester, M2 4AB.
Its Principal trading address is at Unit 20, Northside Business
Park, Hawkins Lane, Burton-On-Trent, DE14 1DB.
The joint administrators can be reached at:
Tom Bowes
Colin Wilson
FRP Advisory Trading Limited
4th Floor, Abbey House
32 Booth Street
Manchester, M2 4AB
Further details contact:
The Joint Administrators
Tel No: 0161 833 3344
Alternative contact:
Jessica Jones
Email: cp.manchester@frpadvisory.com
IHS HOLDING: Fitch Affirms 'B+' LT IDR, Alters Outlook to Pos.
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on IHS Holding Limited's
(IHS) Long-Term Issuer Default Rating (IDR) to Positive from Stable
and affirmed the IDR at 'B+'.
The Positive Outlook reflects its expectation that cash flow from
operations-capex/debt (excluding pre-contracted capex) could
sufficiently improve over the next two to three years to above the
5% threshold for the rating. The improvement is likely to be driven
by organic EBITDA growth and lower interest and capex costs.
Ongoing improvements in financial flexibility and discretionary
capacity, alongside maintained adequate headroom within the rating
parameters to absorb any potential FX pressure on leverage or
renewal risk, will be key for a potential upgrade.
IHS's rating is supported by its leading market positions, a high
proportion of long-term contractual revenues, and moderate
leverage, which together provide stability and resilience. The IDR
remains constrained by the significant EBITDA contribution from its
Nigerian operations, which alongside other emerging markets
exposure, increases cash flow and leverage risks.
Key Rating Drivers
EBITDA Net Leverage Headroom: Fitch expects Fitch-defined net
leverage to decline to 3.0x by end-2025 from 3.6x at end-2024, well
below its upgrade threshold of 4.5x. This will be driven by EBITDA
growth in Nigeria, proceeds from the sale of operations in Kuwait
and Rwanda and lower capex. IHS targets 3.0x-4.0x leverage, but
Fitch expects it to manage this towards the lower end, maintaining
sufficient headroom to absorb FX fluctuation risks not mitigated by
contractual escalators. Leverage reduction remains a strategic
priority for IHS, supported by organic cash generation, disciplined
capex management, and proceeds from strategic disposals.
Strategic Review, Improved FCF: IHS started a strategic review in
March 2024 to explore options for shareholder value creation, with
the plan focussed on improving free cash flow (FCF) and involving
the disposal of non-core assets to raise between USD500 million and
USD1 billion. The company divested its assets in Kuwait in December
2024 and completed the disposal of its Rwanda operations in October
2025.
IHS has indicated that excess proceeds from the strategic
initiatives would be used to prioritise debt reduction, which Fitch
considers credit positive. The company could return cash to
shareholders, but Fitch assumes it would follow a disciplined
approach to capital allocation and maintain sufficient headroom
under the rating. The portfolio has reduced geographical
diversification following these strategic disposals.
Financial Flexibility: IHS has robust financial flexibility to
scale back discretionary investment or pursue asset sales. It
maintains significant cash balances and undrawn committed credit
facilities, providing ample headroom to meet debt maturities and
support capex. This is supported by access to capital markets,
diversified funding sources, and prudent liquidity management. IHS
has a staggered debt maturity profile, reducing refinancing risk,
and a proactive approach to liability management.
Contract Renewals: IHS's total contracted revenue, adjusted for all
tower master lease agreements with MTN Nigeria, was renewed and
extended in 2024 until 2032. The contracts with MTN Nigeria include
rebased financial terms, and a Nigerian naira component, US dollar
component and a new component linked to the cost of diesel power.
The company also introduced power pass through in the contracts
with MTN in South Africa. The company has renewed contracts with
Airtel in Nigeria until 2031 and Zambia until 2035. These renewals
account for about 72% of the company's contracts at end-2024.
Operating Environment Affects Rating: About 60% of 9M25 revenue was
generated in Nigeria, which Fitch assesses as having high operating
environment risk, as reflected in its 'B' sovereign rating. Fitch
considers the ratings of corporates operating in these markets as
constrained by the sovereign rating even in the absence of transfer
and convertibility risks. Fitch believes fragile economic
structures and uncertain regulation may negatively affect IHS's
business profile. Its rating thresholds for IHS are therefore
tighter than for peers operating in developed markets.
Nigeria Country Ceiling: Fitch uses its Corporate Rating Criteria
and its guidance on exceeding the Country Ceiling to assess the
risk from the currency mismatch between cash flow and debt as well
as transfer and convertibility risks. About 85% of the company's
debt is US dollar denominated, while only about 60% EBITDA is
covered. Fitch determines IHS's effective Country Ceiling at 'B'.
Fitch estimates that new cash flow (EBITDA used as proxy) generated
by IHS in countries with a higher Country Ceiling than that of
Nigeria (B) is insufficient to cover gross interest expenses in
hard currency. A positive change in this country mix could lead
Fitch to apply a higher applicable Country Ceiling.
Rating Above Country Ceiling: IHS's Long-Term Foreign-Currency IDR
is one notch higher than the Country Ceiling of 'B', reflecting
structural enhancements. This is based on its expectation that any
balance-of-payments crisis would be fairly short, and hard
currency-denominated debt could be serviced with offshore liquidity
resources. Fitch expects cash flow generation and offshore readily
available cash and committed credit facilities to cover at least 24
months of hard-currency debt servicing by over 1.5x.
Organic Growth Drivers: IHS operates across emerging markets that
have sparser network footprints than in Europe and are typically
under-penetrated in both mobile users and high-speed technologies
such as 4G and 5G. At end-2024, 4G availability across IHS's
markets was about half of that in Europe, while 5G penetration was
just 3%. These rates will continue to move towards European levels,
which together with continued population growth will drive
operators to invest in network capacity and spur expansion for IHS.
However, higher-speed technologies will require network
densification to be effective.
Supportive Industry Dynamics: IHS benefits from favourable industry
dynamics, high barriers to entry, and long-term contracts with
periodic escalators, supporting revenue stability and visibility.
Ongoing 4G/5G rollouts and rising mobile data demand underpin
medium-term growth prospects across the company's footprint. IHS
expects Nigeria and Brazil to be drivers of further growth. It has
a new build-to-suit agreement with TIM S.A. to build up to 3,000
sites, with an initial deployment of 500 sites.
Peer Analysis
IHS's ratings are constrained by the operating environment. Without
these considerations, IHS's business and financial characteristics
would be consistent with a higher rating. Fitch benchmarks its
ratings against a wide group of peers including emerging-market
telecoms infrastructure and integrated operators.
IHS's closest peer is Helios Towers Plc (HT; BB-/Stable), a tower
company focused on emerging markets with a significant African
presence and high exposure to the Democratic Republic of Congo,
which also has a weak operating environment. IHS is larger, but
more than half of Helios's revenues are from dollarised countries,
reducing exposure to FX issues, whereas 59% of IHS's revenues are
from Nigeria.
Axian Telecom Holding and Management Plc (B+/Stable), an integrated
Africa-focused telecom operator, is present in countries with
similarly weak operating environments. IHS has higher debt capacity
at the 'B+' rating than Axian due to a stronger operating profile
resulting from the infrastructure nature of its business and less
intense market competition.
IHS shares some operating and financial characteristics with
investment-grade international peers such as American Tower
Corporation (BBB+/Stable), Cellnex Telecom S.A. (BBB-/Stable) and
PT Profesional Telekomunikasi Indonesia (BBB/Stable). These include
revenue visibility and stability from long-term contracts with
periodic escalators, favourable industry dynamics, high barriers to
entry, high EBITDA margins, low maintenance capex, high cash flow
generation potential and moderate leverage.
Key Assumptions
Fitch's Key Assumptions within the Rating Case for the Issuer
- Annual revenue growth of low to mid-single digits for 2025-2028
- Fitch-defined EBITDA margin at 47%-48% over the next four years
- Annual capex at about USD270 million in 2025 increasing to about
18% of revenues from 2026-2028
- No acquisitions for the next four years
- Excess cash flows returned to shareholders in 2026 and 2027.
Recovery Analysis
Fitch's recovery analysis assumes IHS would remain a going concern
(GC) in bankruptcy and undergo reorganisation rather than
liquidation. The analysis incorporates a 10% administrative claim,
consistent with Fitch's standard approach.
Fitch estimates GC EBITDA at USD630 million, reflecting its
assessment of a sustainable, post-reorganisation EBITDA. This
figure forms the basis for deriving enterprise value, which Fitch
calculated using a 5.5x multiple.
The unsecured debt considered for claims includes USD2.2 billion in
senior unsecured notes, a USD640 million dual-tranche term loan,
and a USD300 million revolving credit facility (RCF), assumed to be
fully drawn in a distress scenario. All instruments are pari passu.
Its estimates also include the equivalent of USD472 million of
prior-ranking local facility debt.
Under these assumptions, Fitch's waterfall generated recovery
computation indicates recoveries for the senior unsecured notes are
within the 'RR3' band. However, in accordance with Fitch's
Country-Specific Treatment of Recovery Ratings Criteria, Recovery
Ratings for corporate issuers domiciled in IHS's countries of
operations (Nigeria, South Africa and Brazil) are capped at 'RR4'.
As a result, the Recovery Rating for the senior unsecured notes is
'RR4'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Downward revisions of the sovereign Country Ceilings of the
countries IHS operates in, which could lead us to revise its
applicable Country Ceiling
- Fitch-defined EBITDA net leverage above 5.5x on a sustained basis
or EBITDA interest coverage below 2.5x
- Weak FCF due to limited EBITDA growth, higher capex and
shareholder distributions, or adverse changes to the group's
regulatory or competitive environment
- Further material devaluation of the naira or erosion of EBITDA
generated in Nigeria due to the weak operating environment
- Liquidity risks including challenges in moving cash out of
operating companies to IHS to service offshore debt
- Cash flow from operations less capex/debt below 3.3% on a
sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in the operating environment of the countries in
which IHS operates or a positive change in the geographical mix of
cash flows
- Fitch-defined EBITDA net leverage below 4.5x on a sustained
basis, together with EBITDA interest coverage greater than 3.0x
- Cash flow from operations (CFO) less capex/debt above 5.0% on a
sustained basis
Liquidity and Debt Structure
At end-3Q25, IHS held cash and cash equivalents of USD651 million,
excluding USD175 million in proceeds from the Rwanda disposal,
which were received after the quarter-end. The company has a robust
liquidity position, supported by cash balances, an undrawn USD300
million RCF at the holding company maturing in 2028 and
working-capital facilities at the operating companies.
In addition, the Nigerian subsidiary has access to a NGN55 billion
(about USD33.5 million) RCF maturing in 2026, undrawn at end-3Q25.
IHS's debt maturity profile is well distributed, with the next
significant maturities USD200 million due in 2026 and USD486
million in 2027, which Fitch believes has low refinancing risk.
Fitch expects IHS's capital structure to continue evolving in line
with management's strategy to align debt with cash flows, and lower
exposure to US dollar-denominated debt.
Issuer Profile
IHS is one of the leading tower companies, operating over 37,000
towers in seven emerging markets across Africa, and South America.
Most of the company's revenues are generated in Nigeria, South
Africa and Brazil.
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
----------- ------ -------- -----
IHS Mauritius NG
Holdco Limited
senior unsecured LT B+ Affirmed RR4 B+
IHS Holding Limited LT IDR B+ Affirmed B+
senior unsecured LT B+ Affirmed RR4 B+
NEW LEAF PLANTS: Butcher Woods Appointed as Administrators
----------------------------------------------------------
New Leaf Plants Ltd was placed into administration proceedings in
the High Court of Justice, Business & Property Courts in
Birmingham, Insolvency and Companies List (ChD), Court Number:
CR-2025-BHM000615, and Roderick Graham Butcher and Richard Paul
James Goodwin of Butcher Woods were appointed as administrators on
Nov. 14, 2025.
New Leaf Plants specialized in plant nursery operations.
Its registered office is at Ross House, The Square, Stow On The
Wold, GL54 1AF.
Its principal trading address is at Sandfield Lane, Evesham, WR11
7QS.
The administrators can be reached at:
Roderick Graham Butcher
Richard Paul James Goodwin
Butcher Woods
79 Caroline Street
Birmingham, B3 1UP
For further details, contact:
James Stallard
Tel No: 0121 236 6001
Email: james.stallard@butcher-woods.co.uk
ONCE UPON A TIME: KR8 Advisory Appointed as Administrators
----------------------------------------------------------
Once Upon a Time London Ltd was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds, Insolvency & Companies List (ChD), Court Number:
CR-2025-001114, and Mark Blackman and Michael Lennon of KR8
Advisory Limited were appointed as administrators on Nov. 17,
2025.
Once Upon a Time London operated advertising agencies.
Its registered office is at C/O KR8 Advisory Limited, The Lexicon,
10–12 Mount Street, Manchester, M2 5NT.
Its principal trading address is at 17 Bowling Green Lane,
Clerkenwell, London, EC1R 0QH.
The administrators can be reached at:
Mark Blackman
Michael Lennon
KR8 Advisory Limited
The Lexicon, 10–12 Mount Street
Manchester, M2 5NT
Email: caseenquiries@kr8.co.uk
PCC GLOBAL: Fitch Puts 'B+' Final Rating to EUR450MM Sr. Sec Notes
------------------------------------------------------------------
Fitch Ratings has assigned PCC Global Plc's (Paragon; B/Stable)
EUR450 million senior secured notes due 2030 a final 'B+' rating
with a Recovery Rating of 'RR3'.
The final 'B+' instrument rating is in line with the expected
'B+(EXP)' assigned at the launch of the senior secured notes as the
notes' terms are largely aligned with Fitch's expectations. The
proceeds have been used to refinance existing debt and pay related
fees and expenses.
Paragon's 'B' Issuer Default Rating (IDR) is constrained by high
Fitch-defined leverage, balanced by expected positive free cash
flow (FCF). The rating also reflects Paragon's established position
with revenue visibility in printed confidential customer
communication as it diversifies into higher-growth, but fragmented
and competitive, brand services.
The Stable Outlook reflects Paragon's strengthening financial
profile from financial year-end June 2026, supported by
deleveraging towards 5.7x in FY27, in line with a 'B' rating,
balancing organic deleveraging and financial discipline in future
M&A.
Key Rating Drivers
High Leverage, Improving FCF: Fitch expects revenue to rise about
17% in FY26, including recent M&A, with Fitch-adjusted EBITDA
margin at about 7%, diluted by increasing sales in brand services.
This, combined with reducing restructuring costs, should lead to
Fitch-defined EBITDA leverage of 6.1x in FY26, down from about 6.8x
pro forma for M&A in FY25 (about 1x lower in EBITDA net leverage
terms, owing to fairly large cash balances) and structurally
positive FCF margins in the low single digits.
Fitch expects EBITDA interest coverage to remain 2.3x-2.5x in
FY26-FY28, slightly below its original rating case of about 2.7x on
higher interest cost assumptions.
For more information on Paragon's Key Rating Drivers see "Fitch
Rates Paragon at 'B'; Outlook Stable; Debut Senior Secured Notes
'B+(EXP)'", published 31 October 2025.
Peer Analysis
Fitch compares Paragon's ratings with various print, marketing and
services peers, such as R.R. Donnelley & Sons Company (B/Stable),
Deluxe Corporation (B/Positive) and Quad/Graphics, Inc., all US
based, large-scale commercial print companies. Most of these
companies' revenues are still related to legacy print, despite
diversification into payment technology and marketing services.
Paragon is smaller than these three peers, but it has a presence in
a stronger niche within outbound customer communication for
regulated businesses. It also has stronger growth prospects from
its diversification into brand services, representing about 45% of
its net revenue in FY25.
Fitch also compares Paragon with Advania (Ainavda Parentco AB;
B/Stable), an IT services provider with similar regional scale,
EBITDA leverage and FCF margins. Fitch also compares Paragon with
larger fund administration services provider Apex Structured
Intermediate Holdings Limited (B/Positive), which has higher
revenue visibility, switching costs and revenue stickiness and
therefore a higher debt capacity for the same rating.
Key Assumptions
Fitch's Key Rating-Case Assumptions
- Revenue rise of 17% in FY26 (including recent M&A), followed by
low single-digit organic expansion in FY27-FY30
- Fitch-defined EBITDA margin at 7%-8% in FY26-FY30
- Capex at about EUR25 million in FY26, rising towards EUR30
million a year or about 2% of sales
- Working-capital outflows of about 0.5% of revenue a year
- Bolt-on acquisitions of EUR30 million a year in FY27-FY30, at an
enterprise value/EBITDA multiple of about 5x and with 7%
underlying-company defined EBITDA margin
- No dividends or other shareholder payments during FY26-FY30
- Neutral net impact on cash flow from the disposal of the legacy
print business
Recovery Analysis
Fitch estimates a post-restructuring going-concern EBITDA at EUR85
million, which may result from operational underperformance, with
structurally weaker volumes in print not compensated by revised
pricing models, or intensified competition and contract losses in
brand services, which could be driven by reputational damages, a
weak economic or highly competitive environment. This includes an
uplift derived from its assumptions on bolt-on M&A.
Fitch applied a multiple of 5x to the going-concern EBITDA to
calculate a post-reorganisation enterprise value. The multiple is
in line with that of sector peers.
Fitch deducted administrative claims of 10% from the enterprise
value to account for bankruptcy and associated costs.
Senior secured debt for claims includes a EUR135 million
super-senior revolving credit facility, which Fitch assumes to be
fully drawn in distress - either due to M&A or for liquidity
purposes, ranking ahead of its EUR450 million senior secured notes.
Fitch expects its EUR225 million factoring facility (about EUR100
million used) to be available in a restructuring, given the credit
profile of receivables (mainly used in customer communication) and
their priority in the payment waterfall.
Its analysis, based on current metrics and assumptions, results in
the Recovery Rating of 'RR3' and 'B+' instrument rating for the
EUR450 million senior secured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operational underperformance with structurally weaker volumes in
customer communication not compensated by revised pricing
strategies and intensified competition and weaker-than-expected
contract wins in brand services, or debt-funded acquisitions
preventing deleveraging, resulting in:
- EBITDA leverage structurally above 6.5x
- FCF margin structurally neutral to volatile
- EBITDA interest coverage consistently below 2.0x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Shift towards digital customer communication and expansion in
brand services, as underlined by contract wins and enhanced
regional scale and diversification alongside:
- Fitch-defined EBITDA leverage sustainably below 5.0x, with a
communicated intention to keep leverage under this level
- FCF margins trending towards 3%
- EBITDA interest coverage sustained above 3.0x
Liquidity and Debt Structure
Paragon had Fitch-defined unrestricted cash of EUR75 million at
FYE25. Its liquidity profile is supported by a multi-currency,
EUR135 million, super senior revolving credit facility and positive
FCF generation from FY26. Refinancing risk is manageable with no
debt maturities before 2030.
Fitch restricts about EUR57 million of cash for seasonal working
capital swings and its factoring arrangements, which Fitch views as
not readily available for debt service.
Issuer Profile
Paragon manages physical and digital customer communication for
banks, utilities and other regulated entities predominantly in UK,
but also in France, Germany and the Netherlands. It has an
expanding presence in brand services for global FMCG and retail
clients.
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
----------- ------ -------- -----
PCC Global Plc
senior secured LT B+ New Rating RR3 B+(EXP)
ROTHERMERE CONTINUATION: S&P Places 'BB-' LT ICR on Watch Negative
------------------------------------------------------------------
S&P Global Ratings placed our 'BB-' long-term issuer credit ratings
on Rothermere Continuation Holdings Ltd. (RCHL), its 'BB-'
long-term issuer credit ratings on its subsidiary Daily Mail and
General Trust PLC (DMGT), and its 'BB-' issue credit rating on
DMGT's senior unsecured bonds, on CreditWatch with negative
implications.
S&P said, "The CreditWatch placement reflects our view that RCHL's
acquisition of TMG could weaken our view of the group's credit
quality, particularly due to the uncertainty surrounding its final
group perimeter, capital structure, leverage, and financial policy
after the transaction. Consequently, we may lower our ratings,
depending on our view of its capital structure and financial
profile at the transaction's close."
On Nov. 22, 2025, Rothermere Continuation Holdings Ltd. (RCHL), the
parent of Daily Mail and General Trust PLC (DMGT), announced that
it signed an exclusive nonbinding agreement with RedBird IMI to
acquire the Telegraph Media Group (TMG) valuing it at £500
million.
S&P said, "The detail and funding of the transaction remain unclear
but, in our view, RCHL has limited headroom under our 'BB-'
long-term issuer credit rating to accommodate any additional
financial debt, considering its limited size and the fact that TMG
operates in structurally challenged newsprint and advertising
markets.
"The CreditWatch placement reflects that we could lower our rating
on RCHL if its proposed acquisition of TMG materially increases its
adjusted leverage. On Nov. 22, 2025, RCHL announced that it signed
a nonbinding agreement to acquire TMG, one of the top 10 news
brands in the U.K., from RedBird IMI, which had previously
announced it will no longer pursue taking ownership of TMG after a
lengthy and complex auction process. We understand RCHL has entered
a period of exclusivity and plans to finalize the terms of the
transaction in the coming weeks, and we think that a regulatory
review of the transaction could take several months. Considering
the significant valuation of TMG at £500 million compared with
RCHL's modest size and scale we think the transaction might
materially increase its adjusted leverage beyond our threshold of
3.5x adjusted debt to EBITDA for the current 'BB-' rating. The
funding of the acquisition and RCHL's pro forma capital structure
remain unclear, and we expect to reassess the group's financial
policy and financial profile as the information becomes
available."
The combined group would remain exposed to the declining newsprint
and volatile advertising market. TMG owns some of the leading
national newspaper titles in the U.K. such as the Daily Telegraph
and the Sunday Telegraph, although it accounts for a much smaller
audience and share of the newsprint and advertising market compared
with DMGT. S&P said, "Overall, we think that TMG's business is
broadly similar to DMGT's consumer media division and has a
relatively low profitability. Hence if the transaction completes
successfully, it should increase RCHL's exposure to the print
business, which faces substantial secular pressures and declining
readership, as well as to the volatile advertising market. In our
view, the somewhat enhanced scale and size of operations, higher
share of subscription revenues, and opportunity to reduce operating
costs and achieve synergies would not offset these risks and our
view of the combined group's business would likely remain
unchanged. We also expect that there will be execution risks during
the integration period and exceptional and restructuring costs will
likely depress S&P Global Ratings-adjusted EBITDA in the short
term. We also understand the group perimeter could change beyond
the addition of TMG if RCHL decides to sell some of its titles such
as Metro and i to comply with regulatory demands."
S&P said, "We plan to resolve the CreditWatch over the coming
months after we analyze the detail of the transaction and reassess
our view on the group perimeter, capital structure, leverage, and
financial policy. Consequently, we may lower our ratings if we
expect the group's S&P Global Ratings-adjusted debt to EBITDA to
exceed 3.5x."
TALISMANICO: Leonard Curtis Appointed as Joint Administrators
-------------------------------------------------------------
Talismanico Limited was placed into administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester – Company & Insolvency List (ChD), Court Number:
CR-2025-MAN-00156, and Conrad Beighton and Liz Welch of Leonard
Curtis were appointed as administrators on Nov. 11, 2025.
Talismanico Limited specialized in real estate agencies and the
leasing of intellectual property and similar products, except
copyright works.
Its registered office and principal trading address is at 118 High
Street, Erdington, Birmingham, West Midlands, B23 6BG.
The joint administrators can be reached at:
Conrad Beighton
Liz Welch
Leonard Curtis
Cavendish House,
39–41 Waterloo Street
Birmingham, B2 5PP
Further details contact:
The Joint Administrators
Tel No: 0121 200 2111
Email: recovery@leonardcurtis.co.uk
Alternative contact:
Ryan McGuinness
WILLIAM HERMAN: Opus Restructuring Appointed as Administrators
--------------------------------------------------------------
William Herman Limited, trading as Sunrise Bakery, was placed into
administration proceedings in the High Court of Justice, Business
and Property Courts in Birmingham, Insolvency and Companies List
(ChD), Court Number: CR-2025-000622, and Mark Siddall and Gareth
David Wilcox of Opus Restructuring LLP were appointed as
administrators on Nov. 13, 2025.
William Herman Limited specialized in the manufacture of bread,
fresh pastry goods, and cakes.
Its registered office is at 88–89 High Street, Wordsley,
Stourbridge, West Midlands, DY8 5SB.
Its principal trading address is at Sunrise Bakery, Woodlands
Street, Smethwick, West Midlands, B66 3TF.
The joint administrators can be reached at:
Mark Siddall
Gareth David Wilcox
Opus Restructuring LLP
1 Radian Court, Knowlhill
Milton Keynes, MK5 8PJ
Tel No: 01908 087220
Alternative contact: Theo Skipper
*********
S U B S C R I P T I O N I N F O R M A T I O N
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.
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