260609.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Tuesday, June 9, 2026, Vol. 27, No. 114
Headlines
D E N M A R K
LIQTECH INTERNATIONAL: Bleichroeder Entities Hold 33.7% Stake
LIQTECH INTL: Secures $1.1M Financing via Note Purchase Deal
F R A N C E
CIRCET EUROPE: Moody's Affirms B1 CFR, Rates Amended Term Loan B1
COLISEE GROUP: Moody's Ups CFR to Caa2, Outlook Remains Stable
PARTS HOLDING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
G E R M A N Y
NODE ACQUICO: Fitch Rates New EUR100MM Loan Add-On 'B'
PROCREDIT HOLDING: Fitch Rates EUR150MM Add'l Tier 1 Notes 'B-'
I R E L A N D
ANCHORAGE CAPITAL 12: Fitch Assigns 'B-sf' Rating on Class F Notes
BAIN CAPITAL 2024-2: Fitch Affirms 'B-sf' Rating on Class F-2 Notes
CVC CORDATUS XIX: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
DRYDEN 27 R EURO 2017: Moody's Cuts Rating on F-R Notes to Caa2
DRYDEN 46 EURO 2016: Moody's Affirms B3 Rating on Cl. F-R Notes
HARVEST CLO XL: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
HENLEY CLO X: S&P Assigns B-(sf) Rating on Class F-R Notes
SOUND POINT V: Moody's Affirms B3 Rating on EUR10.75MM Cl. F Notes
ST. PAUL'S IV: Fitch Lowers Rating on Class E-RRR Notes to 'B-sf'
ST. PAUL'S XI: Fitch Affirms 'B-sf' Rating on Class F Notes
I T A L Y
IMA INDUSTRIA: Moody's Affirms B1 CFR & Alters Outlook to Positive
[] Moody's Takes Action on 13 Notes of Nine Italian NPL Deals
L U X E M B O U R G
BERING III: S&P Affirms 'B-' ICR & Alters Outlook to Negative
INCEPTION HOLDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
VITA LUXCO: Fitch Rates EUR1.1 Billion Term Loan 'BB-'
N E T H E R L A N D S
ODIDO GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Positive
P O R T U G A L
CONSUMER TOTTA 3: Fitch Affirms BB+sf Rating on Class F Debt
S P A I N
MONBAKE GRUPO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
SABADELL CONSUMO 4: Fitch Assigns B+sf Final Rating on Cl. E Notes
S W I T Z E R L A N D
DUFRY ONE: Moody's Rates New EUR400MM Senior Unsecured Notes 'Ba2'
SPORTRADAR GROUP: Moody's Ups CFR to Ba2, Alters Outlook to Stable
U N I T E D K I N G D O M
COMPOSITE TECH: FRP Advisory Appointed as Administrators
GH BIO-POWER: S&W Partners Appointed as Administrators
LAKES BATHROOMS: Grant Thornton Appointed as Administrators
NEDBANK PRIVATE: Moody's Affirms 'Ba1' Long Term Deposit Ratings
NOVA PERSONNEL: Leonard Curtis Appointed as Joint Administrators
OBAN CARDS 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. E Notes
SKCG ELECTRICAL: Quantuma Advisory Appointed as Administrators
TONG DINNER: Opus Restructuring Appointed as Administrators
TOTAL CARBIDE: Leonard Curtis Appointed as Joint Administrators
WHEEL BIDCO: Fitch Affirms 'CCC+' LongTerm Issuer Default Rating
ZEUS BIDCO: Moody's Withdraws 'Caa1' Corporate Family Rating
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D E N M A R K
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LIQTECH INTERNATIONAL: Bleichroeder Entities Hold 33.7% Stake
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Bleichroeder LP, Bleichroeder Holdings LLC, and Andrew Gundlach
disclosed in a Schedule 13D (Amendment No. 3) filed with the U.S.
Securities and Exchange Commission that as of May 22, 2026, they
each beneficially own 3,182,239 shares of LiqTech International,
Inc.'s Common Stock, $0.001 par value, each representing 33.7% of
the 9,947,841 shares reported to be outstanding as of May 12, 2026,
by the Company in its Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 13, 2026.
The Reporting Persons also beneficially own warrants representing
the right to acquire up to an aggregate of 6,832,379 Shares,
however, the exercise of such warrants are subject to a beneficial
ownership limitation of 9.99% of the number of Shares outstanding
immediately after giving effect to the issuance of the Shares
issuable upon exercise of such warrants. If there was no 9.99%
limit on the exercise of the warrants, the Reporting Persons would
be deemed to be the beneficial owners of 10,014,618 Shares
(including 6,832,379 Shares that would be issuable upon exercise of
the warrants held by the Reporting Persons), representing 61.5% of
the outstanding Shares.
Bleichroeder LP may be reached through:
Andrew Gundlach, Chairman and CEO
Bleichroeder LP
1345 Avenue of the Americas
47th Floor
New York, NY 10105
Tel: (212) 698-3101
A full-text copy of Bleichroeder LP's SEC report is available at:
https://tinyurl.com/mr3ar2xw
About LiqTech International
Ballerup, Denmark-based LiqTech International, Inc. is a clean
technology company that provides state-of-the-art gas and liquid
purification products by manufacturing ceramic silicon carbide
filters and membranes as well as developing industry-leading and
fully automated filtration solutions and systems.
Sadler, Gibb & Associates, LLC, based in Draper, Utah, and serving
since 2018, included a "going concern" qualification in its report
dated February 27, 2026, attached to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, citing that
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.
As of March 31, 2026, the Company had $24.95 million in total
assets, $17.40 million in total liabilities, and $7.55 million in
total equity.
LIQTECH INTL: Secures $1.1M Financing via Note Purchase Deal
------------------------------------------------------------
LiqTech International, Inc. disclosed in a regulatory filing that
it issued and sold 9.09% original discount promissory notes in an
aggregate principal amount of $1.1 million to affiliates of
Bleichroeder L.P. and Laurence W. Lytton, pursuant to a note
purchase agreement entered into with the Investors.
The Notes were issued for a purchase price of $1,000,000 and
reflect an original issue discount of $100,000. The Note Purchase
Agreement contains customary representations, warranties, and
covenants of the Company and Investors as detailed therein.
The Notes have a term of two months and do not bear interest during
this period. However, if the Notes are not repaid by the maturity
date, the Notes will thereafter bear interest of 10% per annum,
which will increase by 1% each month the Notes remain unpaid, up to
a maximum of 16% per annum, payable monthly. Proceeds from the
Notes shall be used for working capital and general corporate
purposes.
The full text copies of the Note Purchase Agreement and form of
Note are available at https://tinyurl.com/4bvc2mbu and
https://tinyurl.com/yte59abv, respectively.
About LiqTech International
Ballerup, Denmark-based LiqTech International, Inc. is a clean
technology company that provides state-of-the-art gas and liquid
purification products by manufacturing ceramic silicon carbide
filters and membranes as well as developing industry-leading and
fully automated filtration solutions and systems.
Sadler, Gibb & Associates, LLC, based in Draper, Utah, and serving
since 2018, included a "going concern" qualification in its report
dated February 27, 2026, attached to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, citing that
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.
As of March 31, 2026, the Company had $24.95 million in total
assets, $17.40 million in total liabilities, and $7.55 million in
total equity.
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F R A N C E
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CIRCET EUROPE: Moody's Affirms B1 CFR, Rates Amended Term Loan B1
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Moody's Ratings has affirmed Circet Europe SAS' (Circet or the
company) B1 long-term corporate family rating and its B1-PD
probability of default rating. Circet is the largest telecom and
energy network infrastructure services provider operating in Europe
and the US. Concurrently, Moody's have affirmed the B1 rating on
the EUR345 million senior secured revolving credit facility (RCF)
due in 2028 and assigned a B1 rating to the proposed amended and
extended EUR2,000 million senior secured term loan B (TLB) due in
2031, both issued by Circet Europe SAS. Moody's have also affirmed
the B1 rating on the $84 million senior secured TLB due in 2028
issued by Circet USA LLC. The outlook on both entities remains
negative.
Moody's have taken no action on the B1 rating of the existing
EUR2,000 million senior secured term loan B (TLB). The rating will
be withdrawn upon closing of the refinancing.
RATINGS RATIONALE
The proposed transaction is credit positive as it will extend the
maturity of the EUR2,000 million term loan B by three years, while
remaining leverage neutral. Moody's forecasts remain broadly
unchanged compared to December 2025, when Moody's revised the
outlook to negative. Moody's continues to expect leverage to
improve to around 5.3x in 2026 from approximately 5.9x in 2025,
while interest coverage, as measured by EBITDA/interest expense, is
projected to remain within the 3.5x–4.0x range over the same
period. Moody's also expects free cash flow to strengthen,
supported by earnings growth, lower working capital requirements,
and a reduction in non-recurring costs.
In the first quarter of 2026, Circet's revenue and EBITDA excluding
adjustments grew 11% and 31%, respectively, broadly aligned with
budget expectations and primarily driven by the acquisitions in the
US. The company's cash flow generation also improved mainly driven
by EBITDA growth and lower non-recurring charges.
The B1 CFR continues to reflect the company's position as the
leading European network infrastructure services provider for the
telecommunications industry; its enhanced scale and geographical
diversification, accelerated by acquisitions; the increasing share
of recurring revenue related to "life of network" activities; its
favourable growth prospects, thanks to significant spending in
underpenetrated fibre-to-the-home (FTTH) markets and to the
business diversification into high growth energy and transition
activities; its high cash balance and positive free cash flow
generation supported by low capital spending requirements; and
management's equity ownership.
The ratings also reflect the slowdown in organic revenue growth as
fibre build ramps down in its main country of operations, France,
as well as in some other mature markets; some customer
concentration and contract renewal risks; execution risks related
to its expansion into new geographies and new business segments;
and the potential for significant M&A activity.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
LIQUIDITY
Circet's liquidity is good, supported by a cash balance of EUR441
million as of March 2026. The company has access to a EUR345
million senior secured revolving credit facility (RCF), of which
EUR171 million is currently undrawn. The RCF matures in April 2028,
and Moody's expects the company to address its refinancing in a
timely manner.
Moody's also expects Circet to maintain ample capacity under the
springing net leverage covenant of 9.0x included in the RCF and
tested when drawings exceed 40%.
STRUCTURAL CONSIDERATIONS
The senior secured TLBs and the senior secured RCF are rated at the
same level as the CFR reflecting their pari passu ranking and the
absence of any liabilities ranking ahead or behind.
The senior secured TLBs and senior secured RCF benefit from a
security package that includes share pledges, bank accounts and
intragroup receivables of material subsidiaries. Moody's typically
view debt with this type of security package to be akin to
unsecured debt. However, the senior secured term loans and the
revolver benefit from upstream guarantees from operating companies
accounting for at least 80% of consolidated EBITDA. The capital
structure also includes a EUR800 million shareholder loan, with its
maturity extended to 2032 on a pro forma basis for the transaction.
Moody's treats this instrument as equity in accordance with Moody's
Hybrid Equity Credit methodology.
RATING OUTLOOK
The negative outlook reflects the risk that, although Moody's
expects the company's credit metrics to improve over the next two
years to levels consistent with a B1 rating, potential deviations
could result in metrics remaining weak for the rating category for
a prolonged period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if (1) the company continues to
generate organic earnings growth despite the slowdown in fibre
deployment in mature markets; (2) the company's financial policy is
supportive of it maintaining a Moody's-adjusted debt/EBITDA ratio
below 4.0x on a sustained basis; and (3) the company maintains a
solid liquidity profile including a Moody's-adjusted free cash
flow/debt above 10%.
Downward rating pressure could arise if (1) the company experiences
a significant decline in revenue and earnings due to the slowdown
in fibre deployment in mature markets or other operational
challenges; (2) Moody's-adjusted debt/EBITDA remains above 5.0x on
a sustained basis; or (3) free cash flow or liquidity materially
weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Construction
published in November 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Headquartered in France, Circet Europe SAS is the largest telecom
and energy network infrastructure services provider in Europe, with
a significant footprint in the US. In 2025, the company reported
revenue of EUR4.9 billion, and company-adjusted EBITDA of EUR633
million pro forma for acquisitions. Circet is owned by private
equity sponsor ICG (around 50%) and management (around 50%).
COLISEE GROUP: Moody's Ups CFR to Caa2, Outlook Remains Stable
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Moody's Ratings has upgraded the corporate family rating to Caa2
from Ca and the probability of default rating to Caa2-PD from
Ca-PD/LD of Colisee Group (Colisee or the company). Consequently,
Moody's assigned Caa3 instrument ratings to the reinstated EUR749
million backed senior secured notes and the reinstated EUR80
million senior secured revolving credit facility (RCF), both due in
2031. Colisee is the borrower of both facilities. The outlook
remains stable.
At the same time, Moody's withdrew the Ca instrument ratings of the
senior secured bank credit facilities due in 2027, borrowed by the
company, following the closing of the Accelerated Safeguard Plan at
the end of April 2026.
RATINGS RATIONALE
The rating upgrade is mainly driven by the company's exit of its
Accelerated Safeguard Plan which has reduced financial debt and
extended debt maturities, while improving its liquidity position.
Nevertheless, Moody's still believe the company's capital structure
remains unsustainable with very weak credit metrics over the next
12-18 months. Moreover, there are still relevant execution risks to
the company's profitability improvement plan (Switch Plan), in the
context of potentially higher cost inflation given the current
geopolitical environment.
Over the next 12-18 months, Moody's expects the company's
Moody's-adjusted gross leverage to trend to around 8.5x-9.0x, with
weak Moody's-adjusted EBITA to interest expense below 1x. Colisee's
Moody's-adjusted free cash flow (FCF) generation will remain
negative mainly because of non-recurring items, costs related to
the restructuring process and capital investments planned by the
company. Moody's only expects Moody's-adjusted FCF to be breakeven
at the earliest by 2028. Over the next 12-18 months, Moody's
expects Colisee's revenue growth to be in the low-single digits in
percentage terms driven by modest pricing and occupancy rate
improvements, with continued recovery in profitability thanks to
the company's Switch Plan.
The reduction of debt and extension of debt maturities, combined
with senior secured lenders assuming the role of shareholders and
the establishment of a new supervisory board, were key to the
rating action, and correspond to elements of Moody's evaluations of
governance factors in accordance with Moody's ESG framework.
The company's rating also reflects its good market positioning in
the French and Belgian elderly care sectors, with good
diversification in Spain, Portugal and Italy. Demand for dependent
care remains high and continues to grow due to demographic trends
such as an ageing population. Additionally, the sector is
characterised by substantial barriers to entry and regulatory
restrictions on the establishment of new care facilities. However,
the rating also considers Colisee's high operational leverage
because of significant fixed costs, primarily related to staff
expenses and rent. Additionally, increasing care demand is leading
to heightened competition for skilled healthcare workers, which may
push wages up and intensify cost pressures in this already
labour-intensive sector.
OUTLOOK
The stable outlook reflects Moody's expectations that Colisee's
operating performance will continue to gradually improve over the
next 12-18 months, driving further profitability growth and a
decrease in Moody's-adjusted leverage towards 8.5x. The outlook
assumes that the company's available liquidity will be sufficient
to cover basic cash obligations over the same period of time.
LIQUIDITY
Colisee's liquidity is adequate. The company had cash balances of
EUR67 million as of the end of 2025 and access to its reinstated
EUR80 million RCF and its EUR69 million super senior secured RCF,
which are both fully undrawn at the end of its Accelerated
Safeguard Plan. Moody's expects the company's Moody's-adjusted FCF
to remain negative over the next 12-18 months and therefore to use
a portion of its available RCF to keep cash balances stable.
Moody's have assumed working capital requirements of about 2% of
revenue and capital expenses (pre IFRS-16) at about 3.5% of
revenue, over the same period.
All debt facilities are subject to a minimum liquidity covenant
requiring at least EUR75 million in cash, cash equivalents, and
undrawn RCF facilities, to be tested quarterly beginning in
September 2026. The new super senior secured RCF includes a
springing net leverage ratio covenant, which is tested if
utilisation of this facility exceeds 40%. The maximum net leverage
ratio is set at 14.1x as of December 2026, decreasing to 13.7x
during 2027, 13.0x during 2028, 11.9x during 2029, and 10.9x
thereafter. Moody's expects sufficient capacity under these
covenants.
STRUCTURAL CONSIDERATIONS
Colisee's capital structure now comprises a mix of super senior
secured (post-money privilege) debt instruments (EUR215 million
super senior secured notes and EUR69 million super senior secured
RCF) and reinstated debt instruments (EUR749 million backed senior
secured notes and EUR80 million senior secured RCF) that are ranked
behind the super senior debt in the waterfall and are rated Caa3,
one notch below the CFR. All these debt instruments benefit from
upstream guarantees from material subsidiaries of the group. The
Caa2-PD probability of default rating incorporates Moody's
assumptions of a 50% recovery rate, typical for bank debt
structures with a loose set of financial covenants.
Guarantor coverage is at least 80% of EBITDA (determined in
accordance with the agreement) generated within the defined
security jurisdictions (France, Belgium, Spain, Italy). Security is
granted over equity pledges, bank accounts and intercompany
receivables.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of the ratings would be contingent upon the company
demonstrating a visible and sustained recovery path in operating
performance, cash flow generation, and liquidity, leading to a more
sustainable capital structure.
The ratings could be downgraded if the company's operating
performance weakens, if for instance, its profitability does not
improve as expected or if its FCF remains negative sustainably,
driving a deterioration of its liquidity and increasing the risk of
another debt restructuring or distressed exchange.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.
Colisee's Caa2 rating is two notches below the scorecard-indicated
outcome of B3, reflecting the company's still unsustainable capital
structure and execution risks on its operational turnaround plan.
COMPANY PROFILE
Colisee, headquartered in Paris, France, is the fourth-largest
private operator of nursing homes in Europe. The group operated 393
facilities and around 33,400 beds as of year-end 2025. The group is
mainly present in France, Belgium and Spain, but it also has a
smaller presence in Italy. Colisee generated net revenue of
EUR1,694 million and company-adjusted EBITDA (pre-IFRS16) of EUR142
million in 2025. Following its debt restructuring, Colisee is now
owned by a consortium of senior lenders.
PARTS HOLDING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
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Fitch Ratings has assigned Parts Holding Europe S.A.S. (PHE) a
Long-Term Issuer Default Ratings (IDR) of 'BB-' with a Stable
Outlook. Fitch has also assigned PHE's subsidiary, Parts Europe
S.A.S, a senior secured term-loan B a rating of 'BB+' with a
Recovery Rating of 'RR2'.
The IDR is supported by PHE's leading position in the automotive
aftermarket distribution, underpinned by its close proximity to
local customers and longstanding relationships that support
reliable product availability. The rating is also supported by
financial metrics that are aligned with the rating, including
healthy profitability, sustained positive free cash flow (FCF) and
moderate leverage. The rating is constrained by the company's small
scale and moderate end-market diversification.
The Stable Outlook reflects Fitch's expectation that PHE will
maintain credit metrics within rating sensitivities while pursuing
its growth strategy, supported by a conservative financial policy
and the absence of extraordinary shareholder distributions.
Key Rating Drivers
Stable Profitability Trends: Fitch expects PHE to maintain EBITDA
margins averaging about 11% through 2028, supported by strong
revenue growth of about 10%. Growth is underpinned by PHE's
acquisitive strategy, with the latest acquisition targets being a
51% stake in the Polaris and Regueira groups, and by underlying
organic growth averaging 5.8% to 2028. This is in line with PHE's
historical performance, which has outpaced market growth of about
2% annually. Ageing vehicle fleets and Fitch's automotive outlook
of broadly flat global vehicle sales in 2026 should further support
demand for replacement parts.
PHE's flexible operating model supports profitability, as more than
90% of its costs are parts procurement, personnel and logistics.
Fitch expects pricing to remain broadly stable as PHE maintains its
competitive advantage over original equipment manufacturers (OEMs)
on affordability. Cost efficiency measures and market share gains
should also support profitability over the medium term.
Solid Capital Structure: PHE's capital structure is commensurate
with the rating, supported by solid liquidity and a long-dated debt
maturity profile, despite funding concentration in its senior
secured term loan B (TLB). Fitch expects EBITDA gross leverage of
4.2x at end-2026, reflecting a broadly credit-neutral EUR200
million TLB add-on completed in 2026. Fitch expects leverage to
decline below 3.5x after 2028, supported by EBITDA growth and
capital allocation aligned with PHE's financial policy. Its rating
case assumes a further EUR200 million add-on in 2027 to partly fund
bolt-on acquisitions. Fitch sees manageable execution risks in
small acquisitions.
Strong Liquidity Profile: PHE's healthy liquidity is a credit
strength, which Fitch believes is sustainable over the medium term.
This is supported by solid profitability, which will adequately
absorb high interest costs, working capital outflows and capex
needs. Liquidity is further supported by a fully undrawn EUR285
million revolving credit facility (RCF). Its FCF margin was about
2.2% for 2025 and Fitch expects it to remain positive until 2028
under Fitch's forecast.
Strong Market Position; Defensive Model: PHE's position in its core
markets is supported by a focused expansion strategy aimed at
strengthening its purchasing power in a highly fragmented market
and broadening customer reach through a denser distribution
network. This reinforces its competitive position relative to other
distributors by increasing product availability and supporting
reliable, fast deliveries. Bolt-on acquisitions also support
geographic coverage and scale expansion. PHE's resilient
performance during periods of macroeconomic disruption reflects the
defensive nature of the automotive aftermarket and the operational
flexibility of its asset-light model.
Sole End-Market Exposure: Fitch views PHE's limited scale and
narrow end-market diversification as a key rating constraint. PHE
remains concentrated in the French light-vehicle market, which has
historically generated nearly half of group revenue and exposes it
to market volatility. This is partly mitigated by the
countercyclical nature of the automotive aftermarket, which
accounts for about 80% of revenue, and supports more stable demand
through the cycle. Fitch expects acquisitions to gradually improve
diversification over time.
Peer Analysis
PHE's business profile is comparable to LKQ Corporation
(BBB-/Positive). They both have positions in the resilient
automotive aftermarket, which has shown stable demand and can prove
defensive during periods of macroeconomic pressure. Leadership in
core regional markets and continued market share gains provide
further support for PHE's rating. These strengths are constrained
by PHE's smaller scale and narrower geographic and end-market
diversification than higher-rated peers, including LKQ, AutoZone
Inc. (BBB/Stable), and Genuine Parts Company (BBB-/RWN), which
underline the multi-notch rating difference.
PHE's financial profile is supported by solid financial
flexibility, with robust liquidity and positive FCF margins. These
features broadly align with LKQ's, although PHE has lower
profitability and higher leverage, which are reflected in the
rating gap.
Fitch’s Key Rating-Case Assumptions
- Revenue growth at about 10% until 2029, supported by stable
organic growth at about 6% and more acquisitions
- EBITDA margin on average 11% to 2029, reflecting increased
synergies and economies of scale
- Negative working capital at an average 1.8% until 2029
- Capex at 2.5% of revenue to 2029
- Bolt-on M&A at about EUR93 million annually for 2028-2029
- Dividend distribution from 2027 onwards
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bbb-', Lower), sector characteristics
('bb+', Moderate), market and competitive positioning ('bb-',
Moderate), diversification and asset quality ('bb-', Higher),
company operational characteristics ('bb-', Moderate),
profitability ('b+', Moderate), financial structure ('bb-',
Higher), and financial flexibility ('bb+', Moderate).
The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.
The governance assessment of 'good' has no impact.
The operating environment assessment of 'a' has no impact.
The SCP is 'bb-'.
To derive the Long-Term IDR: Application of Fitch's Parent
Subsidiary Linkage Rating Criteria results in a standalone
approach.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustainably above 4.0x
- FCF margin below 1%
- Evidence of major contract losses or like-for-like sales decline,
with an EBIT margin below 8% on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustainably below 3.0x
- FCF margin sustainably above 2%
- EBIT margin sustainably above 10%
Liquidity and Debt Structure
PHE's liquidity comprised EUR119 million of cash at end-2025, after
Fitch's adjustment for about 2% of total revenue as restricted for
intra-year working-capital swings. Its short-term debt was about
EUR241 million on Fitch's assumption of EUR167 million of factoring
repayment, in line with its Corporates Criteria. PHE's liquidity is
further supported by consistently positive FCF generation and an
RCF of about EUR285 million, which remained fully undrawn as at May
2026.
The 'BB+' senior secured debt rating reflects its notching approach
for issuers with a 'BB-' IDR.
Issuer Profile
PHE is a French-based leading omni-channel, digitally enabled
distributor of light vehicle and truck spare parts in the
independent automotive aftermarket (IAM) in western Europe.
Date of Relevant Committee
26 May 2026
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.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for PHE.
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
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Parts Holding Europe SAS
LT IDR BB- New Rating
Parts Europe S.A.S
senior secured LT BB+ New Rating RR2
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G E R M A N Y
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NODE ACQUICO: Fitch Rates New EUR100MM Loan Add-On 'B'
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Fitch Ratings has assigned Node AcquiCo GmbH's proposed EUR100
million fungible add-on to the senior secured term loan B (TLB) a
'B' rating with a Recovery Rating of 'RR4'. The add on will repay
drawings under the revolving credit facility (RCF) and transaction
expenses. Node Holdco GmbH (IFCO) is also aiming to reprice the
EUR2.4 billion TLB due December 2032. IFCO's Long-Term Issuer
Default Rating (IDR; B/Positive) is unaffected.
The ratings reflect high leverage, volatile FCF, and a narrow
product offering. IFCO's leading position in reusable packaging
container (RPC) pooling solutions, long customer contracts and
stable, non-cyclical end-market demand mitigate these constraints.
The Positive Outlook reflects Fitch's expectation that gross
leverage will fall below the upgrade sensitivity of 6.0x by
end-FY28 (year-end June), supported by rising EBITDA from continued
revenue growth.
Key Rating Drivers
Temporary High Leverage: Fitch expects EBITDA gross leverage to
rise to 6.7x at end-FY26, above the previously forecast 6.3x,
reflecting higher debt from the proposed add-on. Fitch forecasts
leverage will fall below the positive rating sensitivity of 6.0x by
end-FY28, one year later than previously expected, supporting the
Positive Outlook. EBITDA growth from higher revenue and operational
improvements drives deleveraging. Failure to deleverage at the
expected pace could lead to a revision of the Outlook to Stable.
FCF Weaker Than Expected: Fitch expects FY26 FCF to be an outflow
of about EUR110 million, versus previous expectations of around
neutral, with a moderate working capital outflow replacing the
minor inflow anticipated. This was driven by working capital
outflow reported at end 3Q26 due to a range of factors, some which
Fitch expects to reduce by year-end. Fitch expects working capital
to normalise from FY27, supporting FCF turning positive from FY28,
broadly in line with the prior forecast for FY27-FY29.
Sustainably Strong Profitability: Fitch expects IFCO to continue to
generate EBITDA margins of over 20%. RPC reuse, appropriate price
revisions to cover cost inflation and cost indexation clauses in
contracts support healthy profitability. Fitch expects gradual
EBITDA margin improvements towards 22% in FY29, driven by continued
cost savings on washing and transportation facilities from network
optimisation and scale effects, efficiency initiatives and further
automation.
Expansion Drives Capex: IFCO's capex is subject to the volatility
of resin (polypropylene) prices and the volume of RPCs to be
replaced or added to the pool in operation. IFCO has the
flexibility to substitute virgin polypropylene with regrind
material sourced from its own legacy RPC pool, reducing its
exposure to resin price increases. Capex reached about EUR310
million in FY25, due to prior acquisitions, the ramp-up of RPCs and
the conversion of some RPCs to a new model. Ramping up the RPC pool
for new major contracts and acquisitions typically takes three to
four years.
Good Revenue Visibility: IFCO's large network of customers under
long-term contracts, with an average maturity of 7.3 years at
FYE25, provides good revenue visibility and acts as a barrier to
entry. Leading market positions in all regions of operation further
support this. Over the last five years, IFCO has increased the
share of contracts with indexation clauses, supporting the
sustainability of operating margins.
Narrow Service Offering: The group's service offering is limited to
providing RPCs, primarily to fruit and vegetable producers for
further transport to retailer warehouses or shops. This is
mitigated by its strong market position and good, but concentrated,
geographic diversification (Europe at 67% in FY25, the US and
Canada at 24% and the rest of the world at 9%). IFCO's top five
customers (under several separate contracts) represent 53% of trip
volumes, but a lower share of revenue.
Supportive Market: IFCO's robust business profile benefits from
sustainable demand and long-term customer relationships, exposure
to industries with low cyclicality, and a solid market position.
The market is expanding due to population growth, partial
replacement of cardboard packaging and healthier lifestyle choices.
Pooled RPCs account for only 20% of global fresh produce shipping
volumes, leaving significant scope for further growth as most
produce is still shipped in one-way, carton-board containers.
Global Niche Market Leader: IFCO has strong shares in the pooled
RPC markets in Europe and the US. Its strong international coverage
across more than 50 countries offers retailers a stronger network
than its competitors. IFCO's size and coverage offer further scale
benefits and price leadership, and it builds strong relationships
with larger retail chains. Competition comes from single-use
packaging, from which IFCO is taking market share, retailers' own
pools and small regional RPC providers.
Peer Analysis
IFCO does not have a direct peer; Fitch compares it with packaging
manufacturing and business services companies. IFCO is much smaller
than packaging company CANPACK Group, Inc. (BB/Negative), which has
a stronger business profile supported by greater product
diversification.
IFCO compares well with Fitch-rated medium-sized companies in niche
markets including Polygon Group AB (B-/Negative), a property damage
restoration service provider, and Amber HoldCo Limited (Applus;
B+/Stable), a provider of testing, inspection and certification
services. Applus has a stronger business profile through better
geographical diversification and a broader mix of markets.
Polygon's market diversification is also stronger than IFCO's.
Geographical exposure is similarly concentrated in Europe for
both.
IFCO's EBITDA margins are weaker than Albion Holdco Limited's
(BB-/Stable) but stronger than those of Polygon, Applus and
CANPACK. IFCO's FCF margin, like CANPACK and Albion's, is under
pressure from growth capex to ramp up for new accounts, while
Applus has broadly positive FCF margins. IFCO's EBITDA leverage is
comparable with that of Applus.
Fitch’s Key Rating-Case Assumptions
- Revenue to increase by an average of 5.4% in FY26-FY29, supported
by price revisions and the ramp-up of RPCs in operations
- EBITDA margin at about 21% in FY26 and rising towards 22% by FY29
driven by revenue growth and cost optimisation
- Capex net of disposals of RPCs (around EUR35 million annually) to
average around EUR260 million a year in FY26-FY29
- No further acquisitions or disposals in FY26-FY29
- No dividends in FY26-FY29
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
- Business and financial profile factors (assessment, relative
importance) are Management (bb+, Lower), Sector Characteristics
(bbb-, Moderate), Market and Competitive Positioning (bb, Higher),
Diversification and Asset Quality (b+, Moderate), Company
Operational Characteristics (bbb, Moderate), Profitability (bbb,
Lower), Financial Structure (ccc+, Higher), and Financial
Flexibility (b+, Moderate).
- The quantitative financial subfactors are based on custom CRT
financial period parameters: 20% weight for the forecast year 2026,
40% for the forecast year 2027 and 40% for the forecast year 2028.
- 'B+' to 'CC' considerations apply in its analysis and result in
no adjustment.
- The Governance assessment of 'Good' results in no adjustment.
- The Operating Environment assessment of 'aa-' results in no
adjustment.
- The SCP is 'b'.
Recovery Analysis
The recovery analysis assumes that IFCO would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated. This is supported by its leading position in a
niche market, a long-term operating performance record, and
long-term relationships with customers.
- Fitch assumes a 10% administrative claim.
- Fitch uses a GC EBITDA of EUR280 million, which would reflect the
loss of a number of its largest retailers, increased substitution
to one-way cardboard packaging among some clients, and increased
competition. The assumption also reflects corrective measures taken
in reorganisation to offset the adverse conditions that trigger the
assumed default.
- Fitch applies a multiple of 5.0x to GC EBITDA to calculate a
post-reorganisation valuation, in line with multiples applied to
some peers in the packaging industry. The choice of this multiple
considers the concentration on one product/service and IFCO's
market leadership, geographic diversification and a flexible cost
base.
- Fitch estimates the total amount of senior debt for creditor
claims at EUR2.95 billion equivalent which includes the proposed
EUR100 million add-on, which comprises a secured TLB of EUR2.5
billion and a EUR450 million secured RCF.
- Its waterfall analysis generates a ranked recovery for IFCO's TLB
equivalent to a Recovery Rating of 'RR4', leading to a 'B' rating,
in line with the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operating underperformance resulting from a loss of large
customers, big pricing pressure, technology risk or margin-dilutive
debt-funded acquisitions
- EBITDA leverage consistently above 7.0x
- EBITDA interest coverage below 2.0x
- Negative FCF margins on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained below 6.0x
- EBITDA interest coverage above 3.0x
- FCF margins above 1% on a sustained basis
Liquidity and Debt Structure
The group reported cash and cash equivalents of EUR106 million at
end-March 2026. The EUR450 million RCF had EUR135 million drawn at
end-March 2026, reducing to EUR35 million drawn post add-on as
proceeds are expected to repay RCF drawings. The RCF matures in
June 2032. Available liquidity, comprising cash and the undrawn
RCF, covers forecast FCF deficits in FY26 and FY27 before FCF turns
positive in FY28.
The post-transaction debt structure consists primarily of a EUR2.5
billion senior secured TLB maturing in December 2032, with no
material scheduled debt repayments before maturity.
Issuer Profile
IFCO runs a global network of RPC operations, servicing about 550
retailers and more than 18,000 growers worldwide.
Date of Relevant Committee
09 February 2026
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.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk Node Holdco GmbH.
ESG Considerations
Node Holdco GmbH has an ESG Relevance Score of '4[+]' for Waste &
Hazardous Materials Management; Ecological Impacts due to due to
its product design that benefits life cycle management, which has a
positive impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Node AcquiCo GmbH
senior secured LT B New Rating RR4
PROCREDIT HOLDING: Fitch Rates EUR150MM Add'l Tier 1 Notes 'B-'
---------------------------------------------------------------
Fitch Ratings has assigned ProCredit Holding AG's (PCH;
BBB/Stable/bb) EUR150 million additional Tier 1 (AT1) notes (ISIN
XS3396018015) a final 'B-' long-term rating.
The assignment of the final rating follows the completion of the
issue and receipt of documents conforming to the information
previously received. The final rating is in line with the expected
rating assigned on 26 May 2026 (see Fitch Rates ProCredit Holding
AG's Upcoming AT1 Notes 'B-(EXP)').
All other issuer and debt ratings are unaffected.
Key Rating Drivers
PCH's AT1 notes are rated four notches below its 'bb' Viability
Rating (VR), comprising two notches for loss severity, in the
absence of shareholder support, due to deep subordination and two
notches for incremental non-performance risk relative to the anchor
VR, given their fully discretionary, non-cumulative coupons.
The VR is used as the anchor rating for this instrument as it best
indicates the risk of the issuer becoming non-viable and reflects
its view that extraordinary support from PCH's largest
international financial institution (KfW; AAA/Stable) shareholder
is less likely to fully extend to non-senior obligations. The
notching is in line with Fitch's baseline notching for AT1
instruments.
Fitch has not applied additional notching for non-performance risk
as the bank operates with adequate headroom above its mandatory
coupon-omission trigger, which Fitch expects to continue. At
end-2025, the group's common equity Tier 1 (CET1) ratio was 13.1%,
above its regulatory minimum requirement of 10.3%, and the buffer
above the maximum distributable amount restriction point was more
than 100bp.
The AT1 issue is intended to improve the group's buffer above its
minimum total capital ratio requirement and support planned loan
growth. The notes will be subject to partial or full write-down if
the group's consolidated CET1 ratio falls below 5.125%.
For more information about PCH's other ratings see 'Fitch Affirms
ProCredit Holding AG and ProCredit Bank AG at 'BBB'; Outlook
Stable' published on 14 April 2025.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The notes would likely be downgraded if PCH's VR was downgraded.
The ratings of the AT1 notes could also be downgraded if Fitch
perceives a heightened risk that the bank's capital cushion above
the maximum distributable amount trigger point could fall below
100bp.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The notes would likely be upgraded if PCH's VR was upgraded.
Date of Relevant Committee
15 May 2026
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
----------- ------ -----
ProCredit Holding AG
Subordinated LT B- New Rating B-(EXP)
=============
I R E L A N D
=============
ANCHORAGE CAPITAL 12: Fitch Assigns 'B-sf' Rating on Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Anchorage Capital Europe CLO 12 DAC
final ratings.
Entity/Debt Rating
----------- ------
Anchorage Capital
Europe CLO 12 DAC
Class A Loan LT AAAsf New Rating
Class A Notes XS3334209700 LT AAAsf New Rating
Class B Notes XS3334209965 LT AAsf New Rating
Class C Notes XS3334210385 LT Asf New Rating
Class D Notes XS3334210542 LT BBB-sf New Rating
Class E Notes XS3334210898 LT BB-sf New Rating
Class F Notes XS3334211193 LT B-sf New Rating
Subordinated Notes XS3334211359 LT NRsf New Rating
Transaction Summary
Anchorage Capital Europe CLO 12 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
unsecured senior loans, unsecured senior bonds, second lien loans,
mezzanine obligations and high- yield bonds. Net proceeds from the
note's issue were used to fund a portfolio with a target par of
EUR400 million. The portfolio is actively managed by Anchorage CLO
ECM, L.L.C. The collateralised loan obligation (CLO) has a 4.6
reinvestment period and an 8.5 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-calculated weighted average rating factor (WARF) of the
identified portfolio is 22.7.
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-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 60%.
Diversified Asset Portfolio (Positive): The transaction includes
two Fitch test matrices that are effective at closing. These
correspond to a top 10 obligor concentration limit of 20%, two
fixed-rate asset limits at 5% and 12.5% and an 8.5-year WAL. It
also has four forward matrices, corresponding to the same limits
with 7.5 year and seven-year WAL, which can be selected by the
manager 12 months and 18 months after closing, respectively. The
forward matrix sets are subject to the collateral principal amount
(including defaulted obligations at Fitch collateral value) being
at least at the reinvestment target par balance and/or a rating
agency confirmation from Fitch.
The transaction also has various concentration limits of the
portfolio, including a maximum exposure to the three largest
Fitch-defined industries at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.6
reinvestment period, which is governed by reinvestment criteria
that are similar to those of other European transactions. Fitch's
analysis is based on a stressed case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.
Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio analysis and matrices 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 both the
coverage tests and the Fitch 'CCC' maximum limit, as well as a WAL
covenant that progressively steps down over time, both 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
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A to C notes and would
lead to downgrades of one notch each for the class D and E notes,
and 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, D
and E notes each have a rating cushion of two notches, the class C
notes have a cushion of three notches, and the class F notes have a
one-notch buffer, due to the better metrics and shorter life of the
identified portfolio than the Fitch-stressed portfolio. The class A
notes are at the highest achievable rating and therefore have no
rating cushion.
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 two
notches each for the class A and B notes, three notches each for
the class C and D 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 would lead to
upgrades of up to two notches each for the rated 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 a
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 rating
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 Anchorage Capital
Europe CLO 12 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.
BAIN CAPITAL 2024-2: Fitch Affirms 'B-sf' Rating on Class F-2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2024-2 DAC's
refinancing notes final ratings and affirmed its existing class X,
F-1 and F-2 notes, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Bain Capital Euro
CLO 2024-2 DAC
Class A XS2845716062 LT PIFsf Paid In Full AAAsf
Class A-R XS3375290031 LT AAAsf New Rating
Class B-1 XS2845716492 LT PIFsf Paid In Full AAsf
Class B-2 XS2845716658 LT PIFsf Paid In Full AAsf
Class B-R XS3375290114 LT AAsf New Rating
Class C XS2845716815 LT PIFsf Paid In Full Asf
Class C-R XS3375290387 LT Asf New Rating
Class D XS2845717037 LT PIFsf Paid In Full BBB-sf
Class D-R XS3375282954 LT BBB-sf New Rating
Class E XS2845717110 LT PIFsf Paid In Full BB-sf
Class E-R XS3375283093 LT BB-sf New Rating
Class F-1 XS2845717466 LT B+sf Affirmed B+sf
Class F-2 XS2845717623 LT B-sf Affirmed B-sf
Class X XS2845715924 LT AAAsf Affirmed AAAsf
Transaction Summary
Bain Capital Euro CLO 2024-2 DAC is a securitisation of mainly
senior secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine, and second-lien loans.
Net proceeds from the refinancing notes have been used to redeem
the existing notes except the class X, F-1, F-2 and the
subordinated notes. The collateralised loan obligation (CLO) has an
approximately 2.7-year reinvestment period and a seven-year
weighted average life (WAL) at closing of the refinancing. The
transaction has updated Fitch test matrices in conjunction with the
refinancing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-calculated
weighted average rating factor (WARF) of the current portfolio is
24.5.
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-calculated
weighted average recovery rate (WARR) of the current portfolio is
61.1%.
Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a fixed-rate
obligation limit at 12.5%, 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 has an updated
matrix set after the refinancing. The matrix set contains two
matrices based on maximum fixed-rate asset limits of 7.5% and
12.5%, with each corresponding to a WAL covenant of seven years and
a top 10 obligors limit at 20%. The transaction has a 2.7-year
reinvestment period remaining and includes reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months shorter
than the WAL covenant to account for strict reinvestment criteria
after the end of the reinvestment period. This includes passing the
coverage tests, and the Fitch 'CCC' bucket limitation test as well
as a WAL covenant that progressively steps down. Fitch believes
these conditions would reduce the effective risk horizon of the
portfolio during stress periods. In addition, its analysis has
considered that the transaction is about 0.5% below the target par
of EUR400 million.
Affirmation of Existing Notes (Neutral): The deal is slightly below
par with two reported defaults, but the loss is smaller than its
rating case assumption and the affirmed notes continue to have
comfortable default rate cushions at their ratings.
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 have no impact on the class X and A-R notes, and would lead
to downgrades of one notch each for the class B-R to E-R notes, two
notches for the class F-1 notes, and below 'B-sf' for the class F-2
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 default and portfolio deterioration. The class F-1
notes have a cushion of three notches, and the class B-R to F-2
notes each have a cushion of two notches, due to the better metrics
and shorter life of the current portfolio than the Fitch-stressed
portfolio. There is no cushion on the class X and A-R notes, as
they are at the highest achievable rating.
Should the cushion between the current 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 three
notches each for the class A-R to D-R notes, below 'B-sf' for the
class E-R, F-1 and F-2 notes, and would have no impact on the class
X 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 for the rated 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
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 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 rating
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 Bain Capital Euro
CLO 2024-2 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.
CVC CORDATUS XIX: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XIX DAC reset
notes final ratings.
Entity/Debt Rating
----------- ------
CVC Cordatus Loan
Fund XIX DAC
A-R XS3342080440 LT AAAsf New Rating
B-R XS3342080796 LT AAsf New Rating
C-R XS3342081174 LT Asf New Rating
D-R XS3342081331 LT BBB-sf New Rating
E-R XS3342081505 LT BB-sf New Rating
F-R XS3342081760 LT B-sf New Rating
M-1 XS2264707949 LT NRsf New Rating
M-2 XS2264708160 LT NRsf New Rating
Transaction Summary
CVC Cordatus Loan Fund XIX DAC is a securitisation of mainly (at
least 90%) senior secured obligations with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds have been used to redeem the existing notes (except the
subordinated notes) and to fund the existing portfolio with a
target par of EUR400 million.
The portfolio is actively managed by CVC Credit Partners Investment
Management Limited. The CLO has a 4.5-year reinvestment period and
a seven-year weighted average life (WAL) test covenant at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-weighted
average rating factor of the identified portfolio is 24.5.
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 56.9%.
Diversified Portfolio (Positive): The reset transaction includes
one matrix set at closing. The matrix set comprises two matrices
with fixed-rate asset limits of 5% and 11%. The transaction
includes various portfolio concentration limits, including a top 10
obligor concentration limit of 18.5% and a maximum exposure to the
three largest Fitch-defined industries of 35.5%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.
WAL Step-Up (Neutral): The transaction can extend its WAL by 12
months on or after the step-up date, which is 12 months after
closing. The WAL extension is subject to conditions including the
satisfaction of the collateral quality tests, portfolio profile
tests, coverage tests and the aggregate collateral balance being at
least equal to the reinvestment target par amount.
Portfolio Management (Neutral): The transaction has a reinvestment
period of 4.5 years and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months shorter than the WAL
covenant. 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 after reinvestment as well as a WAL 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 default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A notes
and would lead to downgrades of two notches for the class B-R and
C-R notes, one notch for the class D-notes, three notches for the
class E-R notes and to below 'B-sf' for the class F-R notes.
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than assumed, due to unexpectedly high levels
of defaults and portfolio deterioration. The class B-R notes have a
rating cushion of three notches and the class C-R notes of one
notch. The class D-R and E-R notes have cushions 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 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 of the Fitch-stressed portfolio
across all ratings would lead to downgrades of up to three notches
for the class A-R, B-R notes, C-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 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 two notches for the
notes, except the class A-R 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, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
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 CVC Cordatus Loan
Fund XIX 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.
DRYDEN 27 R EURO 2017: Moody's Cuts Rating on F-R Notes to Caa2
---------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Dryden 27 R Euro CLO 2017 Designated
Activity Company:
EUR30,250,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Upgraded to Aa1 (sf); previously on Oct 9, 2025
Upgraded to Aa3 (sf)
EUR13,000,000 Class F-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Downgraded to Caa2 (sf); previously on Oct 9, 2025
Affirmed Caa1 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR278,500,000 (Current outstanding amount EUR85,971,365) Class
A-R Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf);
previously on Oct 9, 2025 Affirmed Aaa (sf)
EUR33,250,000 Class B-1-R Senior Secured Floating Rate Notes due
2033, Affirmed Aaa (sf); previously on Oct 9, 2025 Upgraded to Aaa
(sf)
EUR21,500,000 Class B-2-R Senior Secured Fixed Rate Notes due
2033, Affirmed Aaa (sf); previously on Oct 9, 2025 Upgraded to Aaa
(sf)
EUR32,500,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed Baa2 (sf); previously on Oct 9, 2025
Upgraded to Baa2 (sf)
EUR24,000,000 Class E-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Affirmed Ba3 (sf); previously on Oct 9, 2025
Affirmed Ba3 (sf)
Dryden 27 R Euro CLO 2017 Designated Activity Company, issued in
May 2017 and later reset in March 2021, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by PGIM Loan
Originator Manager Limited ("PGIM"). The transaction's reinvestment
period ended in April 2023.
RATINGS RATIONALE
The upgrade on the ratings on the Class C-R notes is primarily a
result of the deleveraging of the Class A-R notes following
amortisation of the underlying portfolio since the last rating
action in October 2025.
The Class A-R notes have paid down by approximately EUR113.5
million (40.8%) since the last rating action in October 2025 and
EUR192.5 million (69.1%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased. According
to the trustee report dated April 2026[1] the Class A/B, Class C,
Class D and Class E OC ratios are reported at 177.67%, 146.24%,
122.88% and 109.91% compared to August 2025[2] levels of 147.14%,
131.50%, 118.01% and 109.71%, respectively.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The downgrade to the ratings on the Class F-R notes is due to the
deterioration in over-collateralisation ratios since the last
rating action in October 2025.
The over-collateralisation ratios of the rated notes have
deteriorated since the rating action in October 2025. According to
the trustee report dated April 2026[1] the Class F OC ratios are
reported at 103.97% compared to August 2025[2] levels of 105.68%.
The affirmations on the ratings on the Class A-R, B-1-R, B-2-R, D-R
and E-R notes are primarily a result of the expected losses on the
notes remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR249.8m
Defaulted Securities: EUR3.6m
Diversity Score: 37
Weighted Average Rating Factor (WARF): 3239
Weighted Average Life (WAL): 2.98 years
Weighted Average Spread (WAS): 3.70%
Weighted Average Coupon (WAC): 3.79%
Weighted Average Recovery Rate (WARR): 41.55%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in April 2026.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
DRYDEN 46 EURO 2016: Moody's Affirms B3 Rating on Cl. F-R Notes
---------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Dryden 46 Euro CLO 2016 Designated
Activity Company:
EUR22,250,000 Class B-1-R-R Senior Secured Floating Rate Notes due
2034, Upgraded to Aaa (sf); previously on Sep 11, 2025 Upgraded to
Aa1 (sf)
EUR25,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2034, Upgraded to Aaa (sf); previously on Sep 11, 2025 Upgraded to
Aa1 (sf)
EUR27,670,000 Class C-R-R Mezzanine Secured Deferrable Floating
Rate Notes due 2034, Upgraded to Aa3 (sf); previously on Sep 11,
2025 Upgraded to A1 (sf)
Moody's have also affirmed the ratings on the following debt:
EUR100,000,000 (Current outstanding amount EUR85,587,349) Class A
Senior Secured Floating Rate Loan due 2034 Notes, Affirmed Aaa
(sf); previously on Sep 11, 2025 Affirmed Aaa (sf)
EUR170,000,000 (Current outstanding amount EUR145,498,493) Class
A-R-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa
(sf); previously on Sep 11, 2025 Affirmed Aaa (sf)
EUR31,950,000 Class D-R-R Mezzanine Secured Deferrable Floating
Rate Notes due 2034, Affirmed Baa3 (sf); previously on Sep 11, 2025
Affirmed Baa3 (sf)
EUR24,500,000 Class E-R Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Sep 11, 2025
Affirmed Ba3 (sf)
EUR16,000,000 Class F-R Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Sep 11, 2025
Affirmed B3 (sf)
Dryden 46 Euro CLO 2016 Designated Activity Company, originally
issued in October 2016 and most recently reset in April 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by PGIM Loan Originator Manager Limited. The transaction's
reinvestment period ended in July 2025.
RATINGS RATIONALE
The rating upgrades on the Class B-1-R-R, B-2-R and C-R-R notes are
primarily a result of the deleveraging of the Class A debt
following amortisation of the underlying portfolio since the last
rating action in September 2025.
The Class A debt has paid down by approximately EUR38.9 million
(14.4%) since closing. As a result of the deleveraging, the Class
A/B and Class C over-collateralisation (OC) ratios have improved
since the last rating action. According to the trustee report dated
April 2026[1] the Class A/B and Class C ratios are reported at
143.09% and 130.15% compared to August 2025[2] levels of 140.52%
and 129.25% respectively.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The affirmations on the ratings on the Class A Loan and the Class
A-R-R, D-R-R, E-R and F-R notes are primarily a result of the
expected losses remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR397.6m
Defaulted Securities: EUR4.0m
Diversity Score: 50
Weighted Average Rating Factor (WARF): 3024
Weighted Average Life (WAL): 3.86 years
Weighted Average Spread (WAS): 3.74%
Weighted Average Coupon (WAC): 3.42%
Weighted Average Recovery Rate (WARR): 42.17%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in April 2026.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated debt's performance is subject to uncertainty. The debt's
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the debt's
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
HARVEST CLO XL: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XL DAC notes expected
ratings. The assignment of final ratings is contingent on the
receipt of final documentation conforming to information already
reviewed.
Entity/Debt Rating
----------- ------
Harvest CLO XL DAC
A XS3353902888 LT AAA(EXP)sf Expected Rating
B XS3353903423 LT AA(EXP)sf Expected Rating
C XS3353902961 LT A(EXP)sf Expected Rating
D XS3353902615 LT BBB-(EXP)sf Expected Rating
E XS3353903779 LT BB-(EXP)sf Expected Rating
F XS3353903852 LT B-(EXP)sf Expected Rating
Subordinated Notes
XS3353903266 LT NR(EXP)sf Expected Rating
Transaction Summary
Harvest CLO XL 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 collateralised loan obligation (CLO) will have a
4.75-year reinvestment period, and a 7.75-year weighted average
life (WAL) test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the identified portfolio to
be in the 'B' category. The Fitch-calculated weighted average
rating factor (WARF) of the identified portfolio is 23.3.
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-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 59.9%.
Diversified Portfolio (Positive): The transaction will have a
concentration limit for the 10 largest obligors of 20% and a
maximum exposure to the three largest Fitch-defined industries in
the portfolio of 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction will have a
reinvestment period of about 4.75 years and include reinvestment
criteria similar to those of other European deals. Its 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 can extend the WAL
test by one year on or after the WAL test step-up determination
date, which will be one year after closing, if the adjusted
collateral principal amount (with defaulted obligations carried at
their Fitch collateral value) is at least equal to the reinvestment
target par amount and if the transaction passes all its portfolio
profile, collateral quality and coverage tests.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
test covenant at the issue date. This is to account for strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, and a WAL test covenant
that gradually steps down over time, both 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 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 notes and would lead
to downgrades of one notch each for the class B to E notes and to
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 defaults and portfolio deterioration. The class B,
D, E and F notes each have a rating cushion of two notches and the
class C notes have a cushion of one notch, due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio. The class A notes do not have any rating
cushion as they are already at the highest achievable rating.
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 three notches
each for the class A, C and D notes, four notches for the class B
notes and 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 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 rated 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
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 rating
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 XL 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.
HENLEY CLO X: S&P Assigns B-(sf) Rating on Class F-R Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Henley CLO X
DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the
issuer has unrated subordinated notes outstanding from the existing
transaction.
This transaction is a reset of the already existing transaction
that S&P rates. The existing classes of notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date. The ratings on the original notes have been withdrawn.
The reinvestment period will be approximately 5.0 years, while the
noncall period will be 1.8 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the notes reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,860.09
Default rate dispersion 355.14
Weighted-average life (years) 4.84
Obligor diversity measure 173.58
Industry diversity measure 20.69
Regional diversity measure 1.27
Weighted-average life (years) extended
to cover the length of the reinvestment period 5.00
Transaction key metrics
Total par amount (mil. EUR) 450
Defaulted assets (mil. EUR) 0
Number of performing obligors 203
Portfolio weighted-average rating derived
from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.44
Target 'AAA' weighted-average recovery (%) 35.84
Actual weighted-average spread net of floors (%) 3.70
Actual weighted-average coupon (%) 6.17
Rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and 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 EUR450.00 million target
par amount, the actual weighted-average spread of 3.70%, the actual
weighted-average coupon of 6.17%, and the actual weighted-average
recovery rate. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.
"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 sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes."
The class A-R notes can withstand stresses commensurate with the
assigned ratings.
The class F-R notes' current break-even default rate cushion is
negative at the assigned rating. Nevertheless, based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, S&P believes this class is able to sustain a
steady-state scenario, in accordance with its criteria. S&P's
analysis further reflects several factors, including:
-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.
-- Our model-generated portfolio default risk, which is at the
'B-' rating level at 27.36% (for a portfolio with a
weighted-average life of 5.0 years) versus 16.00% if we were to
consider a long-term sustainable default rate of 3.2% for 5.0
years.
-- Whether the tranche is vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance for this note to default.
-- If we envision this tranche to default 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 our ratings are
commensurate with the available credit enhancement for all rated
classes of notes.
"In addition to our standard analysis, 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 regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its 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. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in its rating
analysis to account for any ESG-related risks or opportunities.
Henley CLO X DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Napier Park
Global Capital Ltd. manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate
A-R AAA (sf) 279.000 38.00 Three/six-month EURIBOR
plus 1.27%
B-R AA (sf) 49.500 27.00 Three/six-month EURIBOR
plus 1.75%
C-R A (sf) 27.000 21.00 Three/six-month EURIBOR
plus 1.95%
D-R BBB- (sf) 32.625 13.75 Three/six-month EURIBOR
plus 3.00%
E-R BB- (sf) 19.125 9.50 Three/six-month EURIBOR
plus 5.00%
F-R B- (sf) 14.625 6.25 Three/six-month EURIBOR
plus 8.30%
Sub notes NR 36.200 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. S&P's ratings address
ultimate interest and principal payments on the other rated notes.
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.
SOUND POINT V: Moody's Affirms B3 Rating on EUR10.75MM Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Sound Point Euro CLO V Funding Designated Activity
Company:
EUR17,300,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Upgraded to Aa1 (sf); previously on May 5, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR21,500,000 Class B-2 Senior Secured Fixed/Floating Rate Notes
due 2035, Upgraded to Aa1 (sf); previously on May 5, 2021
Definitive Rating Assigned Aa2 (sf)
EUR10,600,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2035, Upgraded to A1 (sf); previously on May 5, 2021
Definitive Rating Assigned A2 (sf)
EUR15,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2035, Upgraded to A1 (sf); previously on May 5, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following debt:
EUR198,000,000 Class A Senior Secured Floating Rate Notes due
2035, Affirmed Aaa (sf); previously on May 5, 2021 Definitive
Rating Assigned Aaa (sf)
EUR50,000,000 Class A Senior Secured Floating Rate Loan due 2035,
Affirmed Aaa (sf); previously on May 5, 2021 Definitive Rating
Assigned Aaa (sf)
EUR28,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Baa3 (sf); previously on May 5, 2021
Definitive Rating Assigned Baa3 (sf)
EUR20,250,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Ba3 (sf); previously on May 5, 2021
Definitive Rating Assigned Ba3 (sf)
EUR10,750,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed B3 (sf); previously on May 5, 2021
Definitive Rating Assigned B3 (sf)
Sound Point Euro CLO V Funding Designated Activity Company, issued
in May 2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European and US
loans. The portfolio is managed by Sound Point CLO C-MOA, LLC. The
transaction's reinvestment period will end in July 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1, B-2, C-1 and C-2 notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in July 2026.
The affirmations of the ratings on the Class A notes, A loan, D, E
and F notes are primarily a result of the expected losses on the
debt remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR395.4m
Defaulted Securities: EUR6.5m
Diversity Score: 57
Weighted Average Rating Factor (WARF): 2976
Weighted Average Life (WAL): 4.29 years
Weighted Average Spread (WAS): 3.51%
Weighted Average Coupon (WAC): 3.57%
Weighted Average Recovery Rate (WARR): 44.41%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Moody's notes that the May 2026 trustee report was published at the
time Moody's were completing Moody's analysis of the April 2026
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in April 2026.
Counterparty Exposure:
The rating action took into consideration the debt exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the debt are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated debt's performance is subject to uncertainty. The debt's
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the debt's
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: Once reaching the end of the
reinvestment period in July 2026, the main source of uncertainty in
this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the debt's ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the debt
beginning with the debt having the highest prepayment priority.
-- Weighted average life: The debt's ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the debt's seniority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the debt's ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
ST. PAUL'S IV: Fitch Lowers Rating on Class E-RRR Notes to 'B-sf'
-----------------------------------------------------------------
Fitch Ratings has downgraded St. Paul's CLO IV DAC's class D-RRR
and E-RRR notes to 'BB-sf' and 'B-sf', from 'BB+sf' and 'B+sf',
respectively, and affirmed the rest. The Outlook on the class E-RRR
notes is Negative, while the rest are on Stable Outlook.
Entity/Debt Rating Prior
----------- ------ -----
St. Paul's CLO IV DAC
A-1-RRRR XS2400756362 LT AAAsf Affirmed AAAsf
A-2A-RRR XS1852564217 LT AA+sf Affirmed AA+sf
A2-B-RRRR XS2400757253 LT AA+sf Affirmed AA+sf
B-RRR XS1852565537 LT A+sf Affirmed A+sf
C-RRR XS1852566188 LT BBB+sf Affirmed BBB+sf
D-RRR XS1852567079 LT BB-sf Downgrade BB+sf
E-RRR XS1852566857 LT B-sf Downgrade B+sf
Transaction Summary
St. Paul's CLO IV DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is managed by ICG Manager
Limited and exited its reinvestment period in October 2021.
KEY RATING DRIVERS
Performance Deterioration Affects Junior Notes: The transaction has
recorded further performance deterioration with net negative rating
migration since the last review in January 2026. The transaction is
currently 1.5% below par (calculated as the current par difference
below the original target par). Exposure to assets with a
Fitch-derived rating of 'CCC+' or lower remains high at 12%,
according to the latest trustee report dated 15 April 2026.
Exposure to obligors with a Negative Outlook on their driving
ratings is 22.8%, as calculated by Fitch. The portfolio has about
EUR11.4 million defaulted assets with low recovery prospects.
The deterioration, together with expectations of further par-losses
taking into account the weak portfolio quality, has led to the
downgrades of the class D-RRR and E-RRR notes. The Negative Outlook
on the class E-RRR notes further reflects negative credit
enhancement due to the market-value losses of underlying assets.
Fitch acknowledges that market values may be volatile, but the
notes still have a limited margin of safety.
Long-Dated Assets: Exposure to long-dated assets at 10.3% presents
tail risk. The current average market value of those assets, which
Fitch assumes will have to be sold at the estimated recovery value
by the notes' final legal maturity, is currently about 90%.
However, unlike in many other CLOs, non-defaulted long-dated assets
(excluding those that constitute 'CCC' assets in excess of the 7.5%
limit are counted at par in the transaction's
over-collateralisation (OC) tests, rather than being subject to a
haircut, which would make the OC tests less likely to be breached.
Sufficient Cushion for Senior Notes: The senior notes have retained
sufficient buffer to support their current ratings and should be
capable of absorbing further defaults and par erosion in the
portfolio. This is reflected in the Stable Outlooks on the class
A-1-R to class D notes.
Portfolio Management: The transaction exited its reinvestment
period in October 2021. However, the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit-risk
obligations and credit-improved obligations, subject to compliance
with the reinvestment criteria. A failure of the Fitch 'CCC' limits
or of any collateral quality test does not prevent the collateral
manager from reinvesting, provided the limits and tests are
maintained or improved after reinvestment. However, the recent
failure of the class E par value test restricts the ability to
reinvest until cured, as any par value test must be satisfied
before and after reinvestment.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. Fitch calculated the weighted
average rating factor at 30.5 for the current portfolio under its
latest criteria.
High Recovery Expectations: Senior secured obligations comprise
97.5% of the portfolio. 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 current portfolio is 59.7% under its current criteria.
Diversified Portfolio: The portfolio is diversified across
obligors, countries and industries, although the top 10 obligors
and the largest obligor concentrations are 22.1% and 2.6%,
respectively. Exposure to the three largest Fitch-defined
industries is 35% as calculated by Fitch. Fixed-rate assets as
reported by the trustee are 8.9%, currently complying with the
limit of 10%.
Deviation from MIRs: The class D-RRR and E-RRR notes are rated two
notches and one notch below their model-implied ratings (MIR),
respectively, reflecting limited break-even default-rate cushion at
their MIRs, which can be quickly eroded. This is due to the weak
portfolio credit quality with a large Fitch 'CCC'-rated bucket and
high volatility in the market value of those low-rated assets. The
MIRs of the current portfolio have considered the amortisation
impact and cash in the principal account.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades may occur if the loss expectation is larger than
assumed, due to unexpectedly high levels of default and portfolio
deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
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 rating
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 St. Paul's CLO IV
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.
ST. PAUL'S XI: Fitch Affirms 'B-sf' Rating on Class F Notes
-----------------------------------------------------------
Fitch Ratings has upgraded St. Paul's CLO XI DAC's class B-1-R and
B-2-R notes and affirmed the remaining classes.
Entity/Debt Rating Prior
----------- ------ -----
St. Paul's CLO XI DAC
A-R XS2388195120 LT AAAsf Affirmed AAAsf
B-1-R XS2388195633 LT AAAsf Upgrade AA+sf
B-2-R XS2388195807 LT AAAsf Upgrade AA+sf
C-1-R XS2388196102 LT A+sf Affirmed A+sf
C-2-R XS2388196441 LT A+sf Affirmed A+sf
D-R XS2388196870 LT BBBsf Affirmed BBBsf
E XS2007341576 LT BBsf Affirmed BBsf
F XS2007341816 LT B-sf Affirmed B-sf
Transaction Summary
St. Paul's CLO XI is a cash flow CLO comprising mostly senior
secured obligations. The transaction is out of the reinvestment
period, which ended in January 2024 and actively managed by ICG
Manager Limited.
KEY RATING DRIVERS
Amortisation Benefits Senior Notes: The transaction has amortised
by about EUR50.1 million since its last review in December 2025,
according to the trustee report dated 7 May 2026. The deleveraging
has resulted in an increase in credit enhancement (CE) for the
class A-R through E notes, driving the upgrades of the class B-1-R
and B-2-R notes and the affirmation of all other classes. CE for
the class F notes has remained broadly stable since the last
review, due to an increase in par losses.
Sufficient Cushions Support Stable Outlooks: All notes have
sufficient default-rate cushions to support their current ratings
and withstand potential deterioration in the credit quality of the
portfolio at their ratings.
Performance Within Rating Case: The transaction is currently 2.1%
below par (calculated as the current par difference below the
original target par). This compares with 1% below par at the last
review. Defaulted assets have increased to EUR10.3 million from
EUR9.1 million at the last review. This has contributed to further
par erosion since the last review.
The transaction continues to fail its Fitch 'CCC' test. Prepayments
and sales have resulted in a higher share of assets rated 'CCC+'
and below, which now account for 12.8% of the portfolio against a
limit of 7.5%, up from 9.9% at the last review. Assets on Negative
Outlook account for 23.3% of the current portfolio, broadly in line
with the previous review.
Short Tail Period: The portfolio comprises 11.7% of non-defaulted
assets maturing within one year of the notes' maturity date, and
16.7% maturing within 18 months. These assets could become long
dated if amended and extended. They could also have an insufficient
work-out period if they default at maturity. Unlike more recent CLO
transactions, no haircut is applied to long-dated assets under the
deal documentation to calculate the par value tests. This would
mainly affect the more junior classes.
Mildly Diversified Portfolio: As the transaction is amortising,
concentration is increasing, with the top 10 obligors at 21.3%. The
largest obligor represents 2.8% of the portfolio and exposure to
the three largest Fitch-defined industries is 31.7%, by Fitch's
calculations.
B'/'B-' Portfolio: Fitch assesses the average credit quality of the
underlying obligors at 'B'/'B-'. The weighted average rating factor
of the current portfolio is 28.8 as calculated by Fitch under its
latest criteria.
High Recovery Expectations: Senior secured obligations comprise
97.6% of the portfolio. 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 current portfolio is 61.0%.
Transaction Out of Reinvestment Period: The manager is still
allowed to reinvest unscheduled principal proceeds and sale
proceeds from credit risk obligations after the end of the
reinvestment period, subject to compliance with certain
reinvestment criteria. The manager stopped reinvesting in November
2025, due to a breach of some tests that must be satisfied after
each reinvestment, including the Fitch 'CCC' test, which are
unlikely to be cured. Accordingly, Fitch's downgrade analysis is
based on the current portfolio, while the upgrade analysis is based
on a stressed portfolio in which Fitch has notched down assets on
Negative Outlook by one notch and floored the weighted average life
at four years.
Deviations from MIRs: The class D-R and the class E notes are one
notch below their model-implied ratings (MIR), while the class C-R
and the class F notes are two notches below their MIR. The
deviations reflect risk from increasing top obligor concentration,
high exposure to assets rated 'CCC' or below, a short tail period,
and the possibility that the manager may resume reinvestment after
curing the failing tests.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher CE 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
St. Paul's CLO XI DAC
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for St. Paul's CLO XI
DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
=========
I T A L Y
=========
IMA INDUSTRIA: Moody's Affirms B1 CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings affirmed the B1 long-term Corporate Family Rating
and the B1-PD Probability of Default Rating of Italian automatic
production and packaging machinery manufacturer IMA INDUSTRIA
MACCHINE AUTOMATICHE S.P.A. (IMA or the group). Concurrently,
Moody's have affirmed the B1 ratings of IMA's EUR900 million senior
secured floating rate notes (FRNs) due 2029 and EUR830 million
senior secured fixed rate notes due 2028. The outlook changed to
positive from stable.
The rating action reflects:
-- The order intake in the last twelve months ending March 2026
grew by 3.2%, giving good forward visibility
-- IMA continues to exceed Moody's expectations. Moody's-adjusted
debt/EBITDA reached 4.3x at year-end 2025, better than Moody's
expectations for the B1 rating
-- Exposure to defensive end markets pharma and food coupled with
a high share of recurring service revenues
RATINGS RATIONALE
IMA has consistently exceeded Moody's expectations with regards to
deleveraging since assigning the rating. In 2024, IMA increased
debt to repay its PIK notes with proceeds from senior secured notes
without jeopardizing its financial strength. This reduced
complexity of the capital structure and the related potential for
an increase in leverage within the restricted group to refinance
this debt. This has been supported by consistent and increasing
EBITDA generation despite adverse market effects such as inflation,
supply chain issues or tariffs. Moody's attribute the strong
profitability to IMA's exposure to defensive end markets, the high
share (around 35% of revenues) of recurring and high-margin
after-market service revenues and economies of scale effects from
the integration of acquisitions.
IMA's B1 ratings reflect its strong position in the global
automatic equipment sector, particularly for the processing and
packaging of pharmaceuticals, cosmetics, food, tea and coffee, with
steady demand, as well as substantial and consistent high-margin
after-sales services, which lends further stability. IMA's balanced
global presence, and industry-leading profitability, with a
Moody's-adjusted EBITA margin of around 17% as of March 31, 2026;
long-standing customer relationships; and history of generating
free cash flow, aided by moderate capital expenditure requirements,
further support credit quality.
However, IMA's leveraged capital structure, with a Moody's-adjusted
gross debt/EBITDA ratio of 4.3x as of the end of March 2026, and
fluctuating working capital needs that can at times constrain free
cash flow generation, weigh on credit quality. Furthermore,
potential for debt-financed acquisitions and the absence of a
public commitment to maintaining or improving the capital structure
somewhat constrains the rating.
OUTLOOK
The outlook is positive. The positive outlook reflects Moody's
expectations of continued strong operating and financial
performance.
LIQUIDITY
IMA's liquidity is very good. As of March 31, 2026 the company had
around EUR211 million of cash and cash equivalents, in addition to
around EUR580 million of unutilized borrowing facilities, including
a EUR220 million revolving credit facility and a EUR250 million
guarantee facility. Moody's expects free cash flow generation in
2026 to be tempered by a potential built-up in working capital due
to input cost inflation. Historically, IMA passed on higher costs
to its customers. In the absence of acquisitions, Moody's expects
the company to use excess cash to further reduce leverage and
potentially pay out dividends.
On its most recent investor call in May 2026, management mentioned
its intention to address the refinancing of its revolving credit
facility due May 2027 and its senior secured notes due January 2028
at the same time during the first months of 2027.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade ratings if IMA maintains its track record of
conservative financial policies and strong operational performance,
while maintaining debt to EBITDA below 4.5x and with expectations
for FCF to debt sustained in the high single digits as a percentage
of debt.
Conversely, Moody's could downgrade ratings if (i) EBITA margins
falls to below 14%; (ii) debt/EBITDA moves to above 5.5x; (iii)
evidence of more aggressive financial policy; or (iv) deteriorating
liquidity.
All metric reference is on a Moody's-adjusted basis.
The principal methodology used in these ratings was Manufacturing
published in September 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
IMA INDUSTRIA MACCHINE AUTOMATICHE S.P.A. (IMA), headquartered in
Bologna, Italy, is a world leader in the design and assembly of
automated machines for the processing and packaging of
pharmaceuticals, cosmetics, food, tea and coffee. In 2025 IMA
generated revenue of around EUR2.5 billion and reported EBITDA of
around EUR508 million. Members of the Vacchi family own
approximately 51.0% of IMA's shares, with the remainder held by
funds of private equity firms BDT & MSD Partners.
[] Moody's Takes Action on 13 Notes of Nine Italian NPL Deals
-------------------------------------------------------------
Moody's Ratings has downgraded the ratings of 12 notes and affirmed
1 note in nine Italian NPL transactions.
Issuer: BCC NPLs 2019 S.r.l.
EUR355M Class A Notes, Downgraded to Caa1 (sf); previously on Feb
26, 2025 Downgraded to B1 (sf)
EUR53M Class B Notes, Affirmed Ca (sf); previously on Feb 26, 2025
Downgraded to Ca (sf)
Issuer: Prisma SPV S.r.l.
EUR1210M Class A Notes, Downgraded to Caa1 (sf); previously on Feb
20, 2026 Downgraded to B2 (sf)
EUR80M Class B Notes, Downgraded to Ca (sf); previously on Feb 20,
2026 Downgraded to Caa3 (sf)
Issuer: RED SEA SPV S.R.L.
EUR1656.5M Class A Notes, Downgraded to Caa1 (sf); previously on
Apr 1, 2025 Downgraded to B2 (sf)
Issuer: Aqui SPV S.r.l
EUR544.7M Class A Notes, Downgraded to Caa2 (sf); previously on
Aug 4, 2025 Downgraded to Caa1 (sf)
Issuer: BCC NPLs 2018 S.r.l.
EUR282M Class A Notes, Downgraded to Caa3 (sf); previously on Jul
8, 2024 Downgraded to Caa1 (sf)
EUR31.4M Class B Notes, Downgraded to C (sf); previously on Jul 8,
2024 Affirmed Ca (sf)
Issuer: Maggese S.r.l.
EUR170.8M Class A Notes, Downgraded to Caa3 (sf); previously on
Feb 5, 2024 Downgraded to Caa1 (sf)
Issuer: BCC NPLS 2020 S.R.L.
EUR520M Class A Notes, Downgraded to Baa3 (sf); previously on Nov
30, 2020 Assigned Baa2 (sf)
EUR41M Class B Notes, Downgraded to Caa3 (sf); previously on Nov
30, 2020 Assigned Caa2 (sf)
Issuer: BUONCONSIGLIO 3 S.R.L.
EUR154M Class A Notes, Downgraded to Baa3 (sf); previously on Dec
14, 2020 Assigned Baa2 (sf)
Issuer: PALATINO SPV S.R.L.
EUR135M Class A Notes, Downgraded to Baa3 (sf); previously on Jun
25, 2021 Assigned Baa2 (sf)
Maximum achievable rating is Aa2 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.
The actions stem from the publication of "Nonperforming and
Reperforming Loan Securitizations", the credit rating methodology
used in rating these securities, and also incorporate performance
considerations.
Although the updated methodology results in a change in Moody's
cash flow modelling and a reassessment of some assumptions, only
some Notes Moody's rates are impacted. Structural elements of the
transactions, deleveraging, as well as collateral performance, may
limit or mitigate the potential rating pressure resulting from the
methodology change.
The rating actions also incorporate performance considerations,
which may result in more significant rating actions than those
stemming purely from the methodology change for some of the rated
Notes.
RATINGS RATIONALE
The rating actions are prompted by the update to methodology for
rating Italian NPL transactions, the associated update to the
assumptions for these transactions, and changes in cash flow
modelling.
As part of methodology update, Moody's introduced a Portfolio
Quality Adjustment ("PQA"), which adjusts the expected loan
recoveries on defaulted loans to reflect certain qualitative
portfolio-level characteristics that may not be fully captured in
loan portfolio data and may influence the portfolio performance.
For most of the impacted deals, the PQA assumption has translated
into a negative adjustment.
Moody's also applied a stochastic haircut to property values for
nonperforming loans backed by properties which are sold in auctions
by the courts.
For transactions backed by a mix of secured and unsecured loans,
Moody's now apply, for unsecured sub-portfolios, a CoV typically
ranging from 15% to 25% around the mean recovery value. For secured
assets Moody's now assume more than two auctions, with the total
number of auctions depending on the property type.
The combined impact of these changes resulted in decreased
recoveries expectations for the affected notes.
As part of the rating action, Moody's completed a full analysis
considering the collateral portfolio, performance, as well as the
full set of structural features of each transaction. For
BUONCONSIGLIO 3 S.R.L., BCC NPLS 2020 S.R.L. and PALATINO SPV
S.R.L. action is primarily driven by the methodology update.
While for Aqui SPV S.r.l, BCC NPLs 2019 S.r.l., BCC NPLs 2018
S.r.l., Prisma SPV S.r.l., RED SEA SPV S.R.L. and Maggese S.r.l.
lower-than-anticipated cash flows generated from the recovery
process on the non-performing loans are also a relevant driver.
NPL transactions' cash flows depend on the timing and amount of
collections. As a result, Moody's expectations of cash flows from
the remaining portfolio, considering portfolio characteristics and
observed timings, coupled with the outstanding balance of Class A
and B notes, was no longer consistent with the ratings prior to the
downgrade.
For the six deals mentioned above for which the lengthier
recoveries process is also a driver of the action, as of the latest
Collection Period, the Cumulative Collection Ratio ranges from 51%
to 77%, based on collections net of legal and procedural costs,
meaning that collections are coming slower than anticipated in the
original Business Plan projections.
According to the latest business plans received, the total amount
of future collections net of costs and fees are lower than the
outstanding amount of the rated notes.
The six transactions are hedged against fluctuations of the
six-month EURIBOR rate, to which the notes are indexed, through an
interest rate cap. The notional of the interest rate cap was
pre-defined at closing based on expected repayment of the notes.
Repayment of the rated notes has been slower than anticipated given
the weak performance of the transaction and therefore the notes are
underhedged, which means that additional cash flows are needed to
make interest payment on the notes further delaying the repayment
of their principal. With the exception of Prisma SPV S.r.l., a
portion of class A for the above-mentioned deals is underhedged.
The portion of class A that is underhedged ranges from 25% to 70%.
The affirmation of rating for BCC NPLs 2019 S.r.l. Class B Notes
reflects that the expected loss for the affected notes remains
commensurate with their current rating.
The rating actions also took into consideration the Notes' exposure
to relevant counterparties, such as servicer, liquidity provider,
account bank and swap counterparty.
For the tranches supported by the GACS guarantees, Moody's have
taken into account its potential cost within the cash flow
modelling, while any potential benefit from the guarantee for the
senior Noteholders has not been considered in Moody's analysis.
The principal methodology used in these ratings was "Nonperforming
and Reperforming Loan Securitizations" published in May 2026.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include: (i) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (ii) improvements in the credit quality of the
transaction counterparties; and (iii) a decrease in sovereign
risk.
Factors or circumstances that could lead to a downgrade of the
ratings include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the ratings; (ii) deterioration in
the credit quality of the transaction counterparties; and (iii)
increase in sovereign risk.
===================
L U X E M B O U R G
===================
BERING III: S&P Affirms 'B-' ICR & Alters Outlook to Negative
-------------------------------------------------------------
S&P Global Ratings revised its outlook on frozen fish producer
Bering III S.a.r.l. (Iberconsa) to negative from stable. At the
same time, S&P affirmed its 'B-' long-term issuer credit rating and
its 'B-' issue rating on the company's outstanding term loan B
(TLB).
The negative outlook reflects that S&P could lower its ratings on
Iberconsa if it fails to refinance its upcoming maturities before
October 2026, or refinances on terms where investors would receive
less than initially agreed in the original debt documentation.
The negative outlook reflects elevated refinancing risks ahead of
Iberconsa's upcoming 2027 maturities. The group's EUR50.6 million
RCF expires on May 28, 2027, when about EUR46.6 million (as of
end-March 2026) drawings are due, and the company's EUR270 million
TLB is due in November 2027. S&P said, "With unrestricted cash on
hand of about EUR30.2 million as of end-March 2026, our projection
of positive but limited free cash flow generation for 2026, and the
drawn RCF balance becoming current, we think Iberconsa's liquidity
cushion is eroding. Consequently, we revised downward our
assessment of the company's liquidity to less than adequate from
adequate. Failure to secure an extension or refinancing of its
capital structure before the TLB becomes current in November 2026
would materially increase the likelihood of a liquidity shortfall
or of a distressed debt exchange, potentially leading us to
downgrade the company by multiple notches."
S&P said, "We expect credit metrics to improve in fiscal 2026 due
to top-line recovery and efficiency gains. We expect S&P Global
Ratings-adjusted debt to EBITDA to continue to improve in 2026
toward 6.5x from about 7.1x in 2025 on solid revenue growth. For
fiscal 2026, we expect rapid recovery in topline of about 15%-17%
(after a reduction of 5.6% in 2025). This is thanks to a
normalization in the shrimp fishing season, which was shorter than
usual in 2025 as operations were stopped until August amid salary
renegotiations in Argentina, contracting shrimp sales by about 25%.
Moreover, we project ongoing robust sales of squid and hake sales,
which continue to benefit from high global demand and past
investments in fleet and processing capabilities. We expect
Iberconsa's EBITDA to continue benefiting from the progressive
alignment of Argentina's official exchange rate with the currency's
market value and management's ongoing operational efficiency plan,
focused on increasing productivity of its processing facilities,
streamlining procurement and trade routes, and optimizing overhead
costs. All this should support modest S&P Global Ratings-adjusted
EBITDA growth in 2026 to about EUR80 million-85 million, from EUR75
million in 2025. However, profitability remains exposed to the
volatile Argentinian peso, which represents about 20% of
Iberconsa's total cost base."
Iberconsa should remain self-funding over 2026. Higher adjusted
EBITDA in 2026 suggests that FOCF generation should be slightly
positive; it was negative by EUR22 million in 2025 (including
EUR11.8 million additional drawings under the factoring line),
mostly due to working capital outflows. FOCF generation is also
likely to benefit from working capital stabilization after
increased volatility due to the shorter shrimp-fishing season in
Argentina in 2025. In addition, capital expenditure (capex) should
remain contained at about EUR20 million-EUR30 million as the main
factory and fleet upgrades have already been completed. That said,
the company's ability to generate positive FOCF in 2026-2028 will
continue to depend on the terms and conditions of the refinanced
capital structure, as higher cash interest could absorb its thin
cash-flow generation.
Performance for 2025 was broadly aligned with our base case, with
improved EBITDA and leverage, driven by the gradual liberalization
of Argentina's foreign exchange market and other profitability
improvements. In 2025, the company's reported revenue declined by
5.6% due to the shorter sea-frozen shrimp campaign, partly
compensated by a strong squid season and a continuous hake
repricing and mix improvement. However, S&P Global Ratings-adjusted
EBITDA increased to about EUR75.4 million (from EUR69 million in
2024), in line with our forecast for the year. Iberconsa's
profitability benefited from the devaluation of the Argentinian
currency, which helped reduce the overrepresentation of
peso-denominated costs (which represents about 20% of the total
cost base), improving product mix, and streamlined operations
following management's ongoing efficiency program, supporting
further EBITDA margin expansion. This improvement helped shrink S&P
Global Ratings-adjusted debt to EBITDA toward 7.1x, from 7.4x in
2024.
S&P said, "The negative outlook reflects our view that Iberconsa
faces rising refinancing risk related to its capital structure
coming due in 2027. Failure to complete the refinancing by October
2026, or renegotiated terms whereby investors would receive less
than initially agreed in the original debt documentation, would
lead us to downgrade Iberconsa to the 'CCC' category.
"We could lower our ratings on Iberconsa, potentially by multiple
notches, if the company fails to make material progress in
addressing its upcoming maturities by October 2026, increasing the
likelihood of a liquidity shortfall or a distressed debt exchange.
"We could also downgrade Iberconsa if it refinances its debt at a
cash interest rate that would make its FOCF structurally negative,
making its new capital structure unsustainable in the long term.
"We could revise the outlook to stable if Iberconsa successfully
refinances its capital structure in a manner that we do not view as
distressed, while protecting its ability to generate positive
FOCF."
INCEPTION HOLDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Inception Holdco S.a.r.l.'s (trading as
IVIRMA) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable
Outlook. Fitch has also affirmed its term loan B (TLB) - issued by
Inception Finco S.à.r.l and IVI America, LLC - at senior secured
'B+' with a Recovery Rating of 'RR3'.
Inception's IDR continues to be constrained by high EBITDAR
leverage, which Fitch estimates at 6.8x in 2025 or about 6.4x pro
forma for its ART Fertility acquisition, versus 6.3x in 2024. It
also faces moderate execution risk in consolidating all its
acquired businesses.
Inception's global leadership in the assisted reproduction
techniques (ART) market is one of its key rating strengths. The
Stable Outlook reflects its view that Inception will continue its
stable operating performance with a slight margin expansion and
increasingly positive free cash flow (FCF) generation until 2029.
Key Rating Drivers
Geographic Diversification Adds Resilience: The company's global
diversification, with over 40% of revenue from the US market, adds
to overall resilience and limits exposure to macroeconomic cycles.
The recent acquisition in the Middle East (ART Fertility) has added
exposure to a currently small, but fast-growing market. Fitch
expects growing contributions from the recently acquired business,
driven largely by volume expansion and a supportive, but still
developing, regulatory environment.
Financial Policy Drives Ratings: Inception's partially debt-funded
acquisitions in 2025 raised reported leverage to 6.8x in 2025 (or
6.4x pro forma of the ART Fertility acquisition) from 6.3x in 2024.
Fitch anticipates the metric to reduce to 6.3x by end-2026, driven
by the full-year contributions of recent acquisitions and at least
stable performance of the existing business. Fitch expects the
company to follow a prudent M&A funding policy and, potentially,
receive shareholder support for larger acquisitions for its
'buy-and-build' strategy.
Execution Risk to Reduce: Fitch views Inception's execution risk as
moderate, given the absence of further large acquisitions,
following the integration of GeneraLife and the consolidation of
Eugin US. The integration of ART Fertility should be manageable,
due to its smaller size. Synergies in integrated supplies,
procurement, centralised marketing and other functions from these
acquisitions mitigate inflationary pressure on the combined global
business. Some integration costs remain, but Fitch regards the
process as more manageable through to 2029.
Healthy Profitability: Inception's high vertical integration across
its value chain provides a competitive advantage over peers that
rely more on outsourcing, resulting in stronger gross and EBITDA
margins. Fitch expects profitability to slightly increase towards
23% by 2029, driven by the improved operating leverage of the
combined business, but is partly balanced by new acquisitions and
ongoing integration costs.
Strong Underlying FCF: Inception has strong cash flow generation
that benefits from its healthy EBITDA margin, the sector's inherent
negative working-capital pattern and manageable capex requirements.
Fitch expects its FCF margin to strengthen towards the
low-to-mid-single digits by 2029, from around neutral in 2025 and
2026, following lower non-recurring outflows related to its
transformative acquisitions. However, part of its FCF is likely to
be reinvested in greenfield projects or bolt-on M&A. Continuously
weak or negative FCF would pressure the rating.
Global ART Market Leader: Inception is the world's largest
fertility platform, following its combination of IVIRMA, GeneraLife
and the Eugin US, with an increased presence in the US. The US is
now the single most important market for the company, representing
about 40% of 2025 pro forma revenue. It benefits from a vast and
established clinical network with high entry barriers. Its
comprehensive fertility treatment services, which are provided in
uniformly equipped clinics, its targeted high-end market and
above-peer average success rates.
Resilient Business Model: Inception has shown resilient performance
during recessions, with temporary volatility during periods of
travel disruption affecting international patients. Its vertically
integrated business helps to secure diverse supply from its gamete
bank, which is one of the world's largest. Above-industry average
success rates are supported by Inception's in-house genetic-testing
capabilities, driven by robust R&D expertise, which further
strengthens its resilient business model.
Favourable Industry Trends; Supportive Regulation: Fitch believes
Inception can expand organically in line with or faster than the
market. This is supported by rising ART demand, driven by
socio-demographic and medical factors that increasingly reduce the
incentive for natural conception. However, Fitch believes that
demand growth varies by geography and its underlying regulatory
framework. Fitch views the regulatory environment as supportive in
most of Inception's operating markets, but Fitch continues to treat
potentially more restrictive regulation in any of those markets as
an event risk.
Peer Analysis
Fitch rates Inception at the same level as the European clinic
operators Colosseum Dental Finance BV (B/Stable) and Romansur
Investments SL (B/Stable), the French hospital operator, Almaviva
Developpement (B/Stable) and Finnish social care and private
healthcare provider, Mehilainen Yhtyma Oy (B/Stable), and one notch
higher than Median B.V. (B-/Positive), a pan-European healthcare
operator focused on rehabilitation and mental health. All peers
benefit from stable patient demand and some ability to raise
prices, subject to regulations. The companies aim for operating
efficiencies, while investing in their clinic networks to remain
competitive.
The ratings of EMEA-based peers that are within the 'B' range tend
to be constrained by weak credit metrics due to highly leveraged
balance sheets that stem from persistent national and cross-border
market consolidation. The peers' EBITDAR leverage averages
6.0x-7.0x and EBITDAR fixed-charge cover metrics are tight at
1.5x-2.0x. Inception's coverage metrics are slightly above 2.0x and
stronger than other 'B' healthcare providers, supported by
repricing in 2025, but partly balanced by higher debt due to
ongoing acquisitions.
Fitch also compares Inception with lab-testing companies in light
of its genetic-testing capabilities. These companies include Ephios
Subco 3 S.a.r.l. (B/Stable), Inovie Group (B/Negative) and
Laboratoire Eimer Selas (B/Stable). Lab-testing companies tolerate
higher leverage relative to their ratings, due to strong operating
and cash flow margins, alongside non-cyclical revenue patterns,
high revenue visibility due to sector regulation, large business
scale and a wide geographic footprint.
Fitch’s Key Rating-Case Assumptions
- Revenue growth of 12.1% in 2026, driven by the integration of ART
operations and high single-digit organic growth, from around 8% in
2025. Combined revenue growth to remain in the high single digits
through 2029
- EBITDA margin at 22%-23% until 2029, on realised cost
efficiencies, pricing initiatives, and the integration of
margin-accretive ART operations, versus an estimated 22.4% in 2025.
Lease expenses to grow in line with revenue
- Slightly negative working-capital changes as a percentage of
sales
- Capex at increasing towards 5% of sales in 2026, due to higher
expansion capex driven by Global Transformation and IT projects,
from 4% in 2025. This is followed by 4.5% until 2029
- Cash outflow from non-operating activities mainly comprising
one-off costs related to integration of EUR45 million in 2025 and
of about EUR35 million in 2026, before slightly declining close to
EUR10 million annually during 2027-2029
- Revolving credit facility (RCF) slightly drawn over the medium
term to support working-capital requirements and M&A
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('b+', Moderate), sector characteristics
('bb', Higher), market and competitive positioning ('bb+', Higher),
diversification and asset quality ('bb-', Moderate), company
operational characteristics ('bbb', Lower), profitability ('bbb',
Moderate), financial structure ('b-', Higher), and financial
flexibility ('bb-', Moderate).
The quantitative financial subfactors are based on custom CRT
financial period parameters: 30% weight for the forecast year 2025,
30% for the forecast year 2026, 30% for the forecast year 2027 and
10% for the forecast year 2028.
B+ to CC considerations apply in its analysis and result in an
adjustment of -1 notch(es).
The governance assessment of 'some deficiencies' has no impact.
The operating environment assessment of 'a+' has no impact.
The SCP is 'b'.
To derive the Long-Term IDR:
Fitch made no adjustments to the SCP, resulting in an IDR of 'B'.
Recovery Analysis
- The recovery analysis assumed Inception would remain a going
concern (GC) in a restructuring and would be reorganised rather
than liquidated.
- Fitch assumed a 10% administrative claim.
- Fitch assumed a GC EBITDA of EUR180 million from which Fitch
calculates the distressed enterprise value. Fitch has increased the
GC EBITDA from EUR175 million in its previous review due to the
acquisitions completed at end-2025 and expected associated
synergies.
- Fitch assumed a distressed multiple of 6.0x, reflecting
Inception's leadership in a niche market with attractive growth and
demand fundamentals, geographic diversification, and the benefits
of a vertically integrated business model.
- Fitch assumed the EUR259 million RCF would be fully drawn before
default, ranking equally with its EUR1.3 billion-equivalent TLB.
Fitch also includes in the recovery analysis local facilities
issued by certain operating companies, which Fitch views as
structurally senior to Inception's secured senior debt.
- Its waterfall analysis generated a ranked recovery for senior
creditors in the 'RR3' band, indicating a 'B+' rating for the
senior secured facilities, one notch up from the IDR. There is no
headroom on any further increase of priority-ranking local
facilities debt, unless it is sufficiently offset by accompanying
business growth. A further increase in prior-ranking debt or
revaluation of debt from adverse currency movements will result in
a downgrade of the instrument rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Weakening credit profile due to reputational damage, adverse
changes or the prospect of such changes to the regulatory
framework, or higher execution risk from business integration or
strategy implementation
- EBITDAR leverage remaining above 7.0x due to weaker trading or
aggressively debt-funded opportunistic M&As
- Inability to improve FCF margin to the low single digits due to
weaker operating performance or an aggressive capex policy on
greenfield expansion
- EBITDAR fixed-charge coverage below 2.0x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Robust execution of the medium-term strategy, with acquisitions
leading to an increased scale without EBITDA margin dilution
- A continuing favourable regulatory environment and positive
market demographics supporting the company's business model and
competitive advantage
- EBITDAR leverage below 5.5x on a sustained basis
- FCF margin in the mid-to-high single digits on a sustained basis
- EBITDAR fixed-charge coverage sustained above 3.0x
Liquidity and Debt Structure
Fitch estimates that Inception had cash on balance sheet at EUR134
million (of which Fitch restricts EUR10 million as not available
for debt repayment) as of end-1Q26, and a fully undrawn, recently
upsized RCF of EUR259 million. Fitch expects FCF margins to remain
around break-even in 2026 due to one-off expenses and sizeable
capex, before turning increasingly positive towards the mid-single
digits through to 2029. Its forecast assumes an aggregate of
aroundEUR300 million in acquisitions and earnout payments in
2027-2029, alongside the dividends to the clinics platform that
have increased following the ART Fertility acquisition.
Inception's main debt maturities are only in October 2030 for the
RCF and in April 2031 for the TLB, resulting in moderate
refinancing risks.
Issuer Profile
Spanish-based Inception is the world´s largest fertility platform,
with more than 190 clinics across 15 countries in Europa and the
Americas, and a recent entry into the Middle East following the ART
Fertility acquisition.
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.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for Inception.
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
----------- ------ -------- -----
Inception Holdco S.a.r.l.
LT IDR B Affirmed B
IVI America, LLC
senior secured LT B+ Affirmed RR3 B+
Inception Finco
S.a.r.l.
senior secured LT B+ Affirmed RR3 B+
VITA LUXCO: Fitch Rates EUR1.1 Billion Term Loan 'BB-'
------------------------------------------------------
Fitch Ratings has assigned Vita LuxCo SARL's (Hanab) EUR1.125
billion term loan B (TLB), issued by its subsidiary Hanab Holding
BV, a final rating of 'BB-' with a Recovery Rating of 'RR3'. The
final rating is the same as the expected '(BB-(EXP)' rating, as the
terms are largely aligned with Fitch's expectations. Fitch also
affirmed Hanab's Long-Term Issuer Default Rating (IDR) at 'B+' with
Stable Outlook.
Hanab's IDR is constrained by high leverage and its limited scale
and diversification, which is balanced by its strong position as a
technical service provider in the Netherlands. Its business profile
is solid, reflecting its strong brand and reputation and multi-year
framework agreements. Good contract management supports
profitability, driving its strong organic deleveraging capacity.
The Stable Outlook reflects its expectation that Hanab 's revenue
and profitability will continue to grow, supported by favourable
energy and utility sector trends in the Netherlands. The final
instrument rating follows the completion of the refinancing
transaction.
Key Rating Drivers
Deleveraging Capacity: Fitch expects Fitch-defined EBITDA gross
leverage to decline below 5.0x by 2027 and below 4.0x by 2030, from
a high 5.7x after Hanab's dividend recapitalisation. This
expectation is based on a drawn overall EUR1.125 billion TLB. Fitch
sees potentially faster deleveraging from cash-funded,
EBITDA-accretive bolt-on acquisitions over the forecast period.
Strong Market Position: Hanab is the number one multi-utility
service provider in the Netherlands, following its carve-out from
VolkerWessels. It offers end-to-end integrated solutions to the
energy and utility infrastructure and connectivity markets. Its
critical and entrenched service offerings to its largely blue-chip
customer base and best-in-class technical capabilities provide a
strong competitive advantage with high barriers to entry.
Attractive Underlying Market: Fitch believes the energy market in
the Netherlands has attractive long-term structural drivers,
supported by current grid congestion issues and increased demand
for grid capacity. Additional grid capacity remains critical to
supporting the energy transition and protect the competitiveness of
the Dutch economy.
Hanab is well-positioned to capture a significant market share,
benefiting from its long-term partnerships with TenneT Netherlands,
distribution system operators (Liander, Stedin, and Enexis) and
GasUnie. These partnerships will more than offset an expected
decline in telco infrastructure projects from the advanced rollout
of national fibre networks. The decline is mitigated by future
growth from moving into maintenance framework agreements with its
main customer, Royal KPN N.V. (BBB/Stable), and further fibre
rollouts contracted in Germany. The contracts are likely to boost
growth in the telco and connectivity segment over the next four
years.
Recurring Revenue: Long-term, multi-year framework agreements with
longstanding partners, combined with low renewal risk and high
retention rates, have historically secured revenue from projects,
which account for two-thirds of group revenue. Fitch expects Hanab
to convert current energy and utility network expansion projects
into multi-year maintenance contracts. Recurring project activity
should accelerate, based on the strong visibility from Hanab's
committed order book.
Strong Profitability: Fitch expects Fitch-defined EBITDA margins to
improve to 12.5% by 2028 from 10.8% in 2025, benefiting from
revenue growth and a favourable product mix, with stronger growth
expected in the higher-margin energy and utility segment. This is
underpinned by strong inflation protection through pass-through
provisions embedded in contracts, a flexible cost structure, and
fair share of sub-contracted cost that provides some cushion
through the cycle.
Healthy Cash Flow Generation: Fitch expects free cash flow (FCF)
margins to be in the high single digits from 2027, due to
profitability improvement and lower-than-expected cash interest
payments. Hanab benefits from an asset-light model with limited
capex and working capital needs. Fitch expects future capital
allocation to be limited, but excess cash flow could be deployed
for acquisitive expansion or further shareholder distributions.
Scale, Diversification Constraints: Hanab's limited global reach,
with operations mostly focused in the Netherlands, and material
customer concentration constrain the rating at 'B+'. However,
customer concentration is mitigated by blue-chip client
relationships that span several years.
Future Capital Allocation: The proposed shareholder distribution
suggests a more aggressive financial policy relative to the company
sponsor's (Triton) conservative approach to leverage at the
original carve-out. The documentation allows for customary baskets
of permitted debt, permitted investments and shareholder
distributions. However, capital allocation priorities remain
unchanged in investing for organic growth and selective bolt-on
M&A, followed by dividends only if there are no alternative uses of
excess cash. Debt capacity remains high, considering its solid FCF
profile, but any further opportunistic re-leveraging could be
detrimental to the rating.
Peer Analysis
Hanab's business profile is supported by its strong market position
and competitive advantage in the energy and utility, and telco and
connectivity sectors in the Netherlands. This reflects the strong
positive secular trends from the expansion of power grids and
energy transition programmes.
Hanab is smaller in size and diversification, has lower recurring
revenue from long-term service agreements and higher leverage than
pan-European specialised energy-related services provider SPIE SA
(BBB-/Stable) and Albion HoldCoLimited (BB-/Stable). This is
underlined in Hanab's 'B+' rating, despite its higher FCF margins,
which Fitch expects to be consistently above 7% from 2027 due to
its asset-light business model.
Other Fitch-rated peers in the installation services sector such as
Assemblin Caverion Group AB (B+/Positive), the leading building
installation services provider in the Nordics, and Polygon Group AB
(B-/Negative), focused on water and fire damage restoration mostly
related to insurance claims, have larger scale than Hanab. However,
their main exposure to installation services results in lower
profitability and FCF margins.
Fitch expects Hanab's leverage profile to decline below 5x by 2027
compared with more than 8x for Polygon, which justifies the
multi-notch rating difference. Fitch expects Assemblin's leverage
to trend below 4x by end-2027.
Fitch’s Key Rating-Case Assumptions
- Revenue CAGR in 2026-2030 at 6.3%, mainly supported by energy
transition-related projects
- EBITDA margin trending towards 13%, aided by margin-accretive
projects and operating leverage
- Net working capital outflows of 0.3% (average annual) for
2026-2030
- Capex of 0.4% of sales (average annual) for 2026-2030
- Average FCF margin slightly below 6% over 2026-2030, supported by
improvement in profitability and limited net working capital
changes and capex
- No additional distributions or dividends after 2026
Corporate Rating Tool Inputs and Scores
- Fitch scored the issuer as follows, using its Corporate Rating
Tool (CRT) to produce the Standalone Credit Profile (SCP):
- Business and financial profile factors (assessment, relative
importance): management ('bb-', Lower), sector characteristics
('bb+', Moderate), market and competitive positioning ('b+',
Moderate), diversification and asset quality ('b+', Higher),
company operational characteristics ('bb+', Moderate),
profitability ('bbb', Lower), financial structure ('b+', Higher),
and financial flexibility ('b+', Moderate).
- The quantitative financial subfactors are based on custom CRT
financial period parameters: 40% weight for the forecast year 2026,
40% for the forecast year 2027 and 20% for the forecast year 2028.
- B+ to CC considerations apply in its analysis and have no
impact.
- The Governance assessment of 'Some Deficiencies' has no impact.
- The Operating Environment assessment of 'aa-' has no impact.
- The SCP is 'b+'.
- To derive the Long-Term IDR: Fitch made no adjustments to the
SCP, resulting in an IDR of 'B+'.
Recovery Analysis
The recovery analysis assumes that Hanab would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated.
The GC EBITDA estimate of EUR140 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which it bases the
enterprise value. Stress on EBITDA would most likely result from
operational underperformance, reputational damages with contract
losses or major M&A integration issues having a negative effect on
profitability.
Fitch applies a multiple of 5.5x EBITDA to the GC EBITDA to
calculate a post-reorganisation enterprise value. The multiple
reflects low customer churn, increasing demand for Hanab's services
and highly recurring revenue.
Its recovery calculations include Hanab's TLB of EUR1.125 billion.
The capital structure also includes a committed EUR200 million
revolving credit facility, which Fitch assumes would be fully drawn
in a default. Its debt waterfall analysis, after deducting 10% for
administrative claims, generates a ranked recovery in the 'RR3'
band for the senior secured creditors, resulting in a 'BB-' rating
for the first-lien secured debt.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 5.0x on a sustained basis
- EBITDA margin decreasing below 10% due to lower productivity,
margin-dilutive debt-funded acquisitions, loss of large customers
or significant pricing pressure
- EBITDA interest coverage below 3.0x on a sustained basis
- FCF margin below the mid-single digits on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Greater scale and diversification without dilution to EBITDA
margins
- EBITDA leverage below 4.0x on a sustained basis, aligned with a
financial policy consistent with a 'BB' category rating
- FCF margin rising towards the high single digits on a sustained
basis
Liquidity and Debt Structure
Hanab's sound liquidity profile is based on EUR50 million cash on
balance sheet pro forma for the dividend recapitalisation, and an
undrawn revolving credit facility of EUR200 million. Fitch expects
strong FCF generation to increase cash on balance sheet by an
average of about EUR 130 million a year. Fitch expects excess cash
flow to be invested in bolt-on M&A to support business growth or
future shareholder distributions.
The company has no substantial short-term debt maturities and its
new EUR1.125 billion TLB is due in 2033.
Issuer Profile
Hanab is the leading installation and technical services provider
in energy and utility, and telecom and connectivity sectors in the
Netherlands.
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.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for Hanab.
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
----------- ------ -------- -----
Vita LuxCo SARL
LT IDR B+ Affirmed B+
Hanab Holding BV
senior secured LT BB- New Rating RR3 BB-(EXP)
=====================
N E T H E R L A N D S
=====================
ODIDO GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings has changed to positive from stable the outlook of
Odido Group Holding B.V.s (Odido or the company) and Odido Holding
B.V. Concurrently, Moody's have affirmed Odido's B2 long-term
Corporate Family Rating and its B2-PD Probability of Default
Rating. Moody's have also affirmed the B1 ratings on the EUR2.4
billion backed senior secured term loan B due 2029 and the EUR560
million backed senior secured revolving credit facility due 2028,
borrowed by Odido Holding B.V., and on the EUR800 million backed
senior secured notes due 2029 issued by Odido Holding B.V. Finally,
Moody's have affirmed the Caa1 rating on the EUR550 million backed
senior unsecured notes due 2030 issued by Odido Group Holding B.V.
"The change in outlook to positive reflects Odido's strong earnings
growth and Moody's expectations that Moody's-adjusted leverage will
trend below 5x through 2027 on the back of continued solid
operating performance. says Pilar Anduiza, a Moody's Ratings
Assistant Vice President-Analyst and lead analyst for Odido.
"Moody's also forecasts Odido will continue to generate positive
free cash flow over the next two years " adds Ms Anduiza
RATINGS RATIONALE
In 2025, Odido achieved a significant improvement in profitability
with Moody's adjusted EBITDA up 6.5%, driven by revenue growth and
cost efficiencies. For the same reasons, over 2026-27, Moody's
expects Odido will continue to deliver solid operating performance,
with revenue growth in the low- to mid-single digits and
Moody's-adjusted EBITDA margins of around 40%, alongside continued
modest deleveraging. Moody's expects free cash flow to remain
positive, with FCF/debt improving towards the mid-single digits. As
a result, Moody's estimates its Moody's-adjusted leverage will
decline below 5.0x, a level commensurate with a B1 rating category.
However, Moody's forecasts do not incorporate material shareholder
distributions, although the company has a track record of periodic
returns to shareholders.
The company experienced a cyber attack in February 2026, which
Moody's expects will have a modest negative impact on revenue due
to a temporary increase in customer churn driven by reputational
effects. The impact on EBITDA is expected to be somewhat more
pronounced, reflecting incremental costs incurred to manage and
remediate the incident. However, Moody's anticipates these effects
to be temporary and do not expect a material impact on the
company's business plan over the medium term.
The B2 CFR of Odido is supported by its leading position in the
Dutch business-to-consumer (B2C) mobile telecommunications market;
high network quality and stronger-than-peer spectrum portfolio;
track record of growth in both the mobile and fixed-line segments;
and its good liquidity.
The rating also factors in the company's single-country presence
and position as the third largest telecom operator in the
Netherlands (Aaa stable), after Koninklijke KPN N.V. and
VodafoneZiggo Group B.V. (VodafoneZiggo, B1 negative); the
competitive nature of the Dutch market and its reliance on
third-party networks for the provision of fixed-line services.
LIQUIDITY
Odido's liquidity is good. This is supported by available
unrestricted cash of EUR180 million as of December 2025; the
company's access to a EUR560 million revolving credit facility due
in 2028, with a springing leverage covenant set at 8.5x tested when
more than 40% is drawn; and Moody's expectations of positive free
cash flow generation. Liquidity also reflects Odido's long-term
debt maturity profile, with all debts maturing 2028 and beyond.
STRUCTURAL CONSIDERATIONS
Odido's PDR of B2-PD is at the same level as the CFR, reflecting
the use of the standard 50% family recovery rate as is customary
for capital structures that include both term loans and bonds.
The senior secured notes and the senior secured term loan B and RCF
are rated B1, one notch above the CFR. This reflects the structural
and contractual seniority of this class of debt. The senior secured
debt benefits from guarantees from operating companies as well as a
security on shares, intercompany receivables, and material bank
accounts.
The Caa1 rating on the senior unsecured notes reflects its
contractual subordination to the senior lender liabilities,
including the EUR2.4 billion senior secured term loan B, the EUR560
million senior secured RCF, and the EUR800 million senior secured
notes.
RATIONALE FOR POSITIVE OUTLOOK
The positive outlook reflects Moody's expectations that Odido will
continue to grow its revenue and improve its profitability leading
to a leverage trending below 5.0x in 2027.
The outlook also incorporates the expectation that the company will
maintain a prudent financial policy and a good liquidity profile
and its free cash flow will remain positive and grow over the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating pressure could develop overtime if the company's
operating performance remains strong allowing the company (1) to
reduce its Moody's adjusted gross debt-to-EBITDA ratio below 5.25x,
(2) improve its RCF/ debt ratio above 15%, and (3) it maintains
positive and growing free cash flow generation.
Conversely, downward pressure on the rating could materialise if
the company fails to deliver on its business plan so that its
leverage measured by Moody's adjusted gross debt/EBITDA increases
above 6x, RCF/ debt falls below 10% or its free cash flow
generation turns negative on a sustained basis. A weakening in the
company's market positioning and liquidity profile could also have
a negative effect on the ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was
Telecommunications Service Providers published in December 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Odido Group Holding B.V. (Odido), headquartered in The Hague, the
Netherlands, is the country's third-largest telecommunications
company providing mobile, fixed-line and broadband services to
residential and business customers. Odido is owned by funds advised
by Warburg Pincus and funds advised by Apax Partners via a joint
venture. As of December 2025, the company reported EUR2.4 billion
in revenue and EUR949 million in Moody's-adjusted EBITDA.
===============
P O R T U G A L
===============
CONSUMER TOTTA 3: Fitch Affirms BB+sf Rating on Class F Debt
------------------------------------------------------------
Fitch Ratings has revised Gamma, STC S.A./Consumer Totta 3 series
Outlook to Negative from Stable for two tranches. All ratings have
been affirmed as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Gamma, STC S.A. /
Consumer Totta 2
A PTGAMMOM0028 LT AA-sf Affirmed AA-sf
B PTGAMNOM0027 LT Asf Affirmed Asf
C PTGAMOOM0026 LT BBBsf Affirmed BBBsf
D PTGAMPOM0017 LT BBsf Affirmed BBsf
Gamma, STC S.A. /
Consumer Totta 3
A PTGAMUOM0028 LT AA+sf Affirmed AA+sf
B PTGAMVOM0019 LT Asf Affirmed Asf
C PTGAMWOM0018 LT BBBsf Affirmed BBBsf
D PTGAMXOM0017 LT BBB-sf Affirmed BBB-sf
E PTGAMYOM0024 LT BBsf Affirmed BBsf
F PTGAMZOM0023 LT BB+sf Affirmed BB+sf
Gamma, STC S.A. /
Consumer Totta 1
A PTGAMFOM0019 LT AA+sf Affirmed AA+sf
B PTGAMGOM0018 LT AA+sf Affirmed AA+sf
C PTGAMHOM0025 LT A+sf Affirmed A+sf
D PTGAMIOM0024 LT BBBsf Affirmed BBBsf
Transaction Summary
The transactions are securitisations of unsecured consumer loans
originated in Portugal by Banco Santander Totta S.A.
(A+/Stable/F1), ultimately owned by Banco Santander, S.A.
(A+/Stable/F1). Obligors are private individuals. The revolving
periods ended in December 2023 for Totta 1 and February 2025 for
Totta 2, while Totta 3 is a static transaction. All transactions
amortise pro-rata with performance-based switch-to-sequential
triggers.
KEY RATING DRIVERS
Broadly Stable Performance: All three Totta transactions have
recorded broadly stable credit performance. This is despite Fitch
changing its asset performance outlook for the European ABS sector
to deteriorating from neutral, reflecting its expectation that the
weakening in recent quarters will persist to end-2026 (see "Fitch
Ratings Changes Asset Performance Outlook for EMEA Consumer ABS
to Deteriorating" dated 20 April 2026).
Gross cumulative defaults in relation to the initial pool balances
plus revolving period purchases were 4.3%, 2.2% and 0.3%, for Totta
1 to Totta 3respectively, as of the latest reporting dates.
Defaults are defined as loans more than 90 days in arrears or
subjectively classified by the lender as such. Further, early-stage
arrears are contained at below 1% of the current portfolio balances
for all three deals. Nevertheless, Fitch has changed the base case
recovery to 25%, from 30% for Totta 1 and 35% for Totta 2 and 3,
and the base case annual prepayment rate to 10% for Totta 2 from
15% to reflect the transactions' performance to date and its
expectations. All other assumptions remain unchanged.
Adequate Credit Enhancement: The affirmations reflect Fitch's view
that credit enhancement (CE) is able to absorb the credit and cash
flow stresses commensurate with the current ratings. Fitch expects
CE ratios to remain broadly stable in the short term, considering
the ongoing pro-rata amortisation of the notes. However, Fitch
expects Totta 1 CE ratios to increase faster once the portfolio
reaches 10% (currently at 29%) of the initial balance, which would
trigger a switch to sequential paydown.
Restructured Loans Extended Maturity: The revision of the Outlooks
on Totta 3's class D and E notes reflect the increased probability
of downgrade in the medium term following maturity extensions
beyond the transaction's legal maturity to loans linked to
borrowers in distress. Those loans have not always been classified
as default by the lender and are therefore not provisioned for with
excess spread. Accumulation of further extensions at the pace seen
in Totta 1 and Totta 2 would be detrimental for Totta 3 class D and
E notes.
As of the latest reporting date, the cash flows projected to fall
outside of the securitisation legal horizon represent just 5bp
relative to the current portfolio balance in Totta 3, equivalent to
17% of the reserve fund absolute floor amount that is the only
source of credit protection for the class E notes at the tail of
the transaction, while the class D notes are also protected by
over-collateralisation. This risk is not affecting the Outlooks or
the ratings of Totta 1 and Totta 2 class D tranches because of the
ample CE protection available, which was 9% and 7.3% respectively,
as of the latest reporting dates.
Counterparty Arrangements Cap Ratings: The maximum achievable
rating for all three transactions is 'AA+sf', in accordance with
Fitch's criteria. This is due to the transaction account bank (TAB)
and hedge provider's minimum ratings of 'A-' or 'F1', which are
insufficient to support 'AAAsf' ratings.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
For Totta 3 class D and E notes, additional loan restructurings not
classified by lender as default and with a new maturity beyond the
transaction legal maturity date consistent with the pace and volume
observed to date across all three deals, could lead to downgrades.
Long-term asset performance deterioration, such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape. Fitch found that a
10% increase in defaults and a 10% decrease in recoveries may lead
to downgrades of up to four notches for Totta 2 notes, three
notches for Totta 3 notes and one notch for Totta 1 notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Increasing CE ratios, as the transaction deleverages to fully
compensate for the credit losses and cash flow stresses
commensurate with higher ratings, may lead to upgrades. Fitch found
that a 10% decrease in defaults and 10% increase in recoveries may
lead to upgrades of no more than one notch for Totta 1 notes.
- Totta 1 class A and B notes, and Totta 3 class A notes are at
their maximum achievable rating of 'AA+sf', due to minimum
eligibility ratings envisaged by the transaction documents for the
transaction account bank and swap provider.
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
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Prior to the transactions' closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.
Prior to the transactions' closing, Fitch conducted a review of a
small, targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the rating agency about the
asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
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.
=========
S P A I N
=========
MONBAKE GRUPO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Monbake Grupo Empresarial S.A.U. (Monbake) and withdrew its 'B'
rating on Spain-based frozen bread and bakery manufacturer Peralta
Inversiones Globales S.L. (Peralta). S&P continues to rate at 'B'
the EUR550 million term loan B (TLB) due 2031 million, which has
been transferred to Monbake from Peralta.
The ratings on Monbake are in line with its previous credit
assessments on Peralta Inversiones Globales, as S&P views the two
companies' credit quality as identical.
The stable outlook reflects S&P's view that Monbake will, over the
next 12 months, maintain a stable operating performance with S&P
Global Ratings-adjusted EBITDA in excess of EUR100 million,
adjusted leverage of 5.5x-6.0x, and free operating cash flow (FOCF)
becoming sustainably positive from 2027, after exceptional capital
expenditure (capex) in 2026.
Peralta and two other subsidiaries merged into Monbake Grupo
Empresarial S.A.U. (Monbake).
Following the merger of Peralta Inversiones Globales (Peralta) into
Monbake Grupo Empresarial S.A.U. (Monbake), Monbake will be the
ultimate parent of the rated group. Monbake is now the issuer of
the EUR550 million TLB and will produce the group's consolidated
accounts starting from this year. The transaction was part of a
structural reorganization during the first half of 2026, resulting
in the cessation of Peralta, the acquisition vehicle used by CVC to
acquire the majority of the group in 2024. The reorganization of
the corporate structure has no effect on our view of the group's
credit quality.
S&P said, "We forecast S&P Global Ratings-adjusted EBITDA will
increase modestly to EUR100 million-EUR105 million in 2026 on the
back of revenue expansion and improved operational efficiency. In
2026, we expect 3%-5% organic revenue growth, supported by
additional repricing, better product mix, and volume expansion from
increased production capacity, especially in pastry and bread.
Moreover, we expect additional profitability gains from planned
investments and efficiency measures aimed at improving the
integration of the recently acquired companies, La Niña del Sur
and IPASA. We expect adjusted EBITDA to modestly increase to EUR100
million-EUR105 million, translating into an S&P Global
Ratings-adjusted ratio of debt to EBITDA of about 5.5x-6.0x in
2026, from about 6.1x in 2025."
Monbake's operating performance should continue to benefit from
tailwinds in the resilient frozen bread and bakery industry. S&P
views Spain's bread and bakery industry as stable and resilient
during economic downturns. This is thanks to the nondiscretionary
nature of the products, stemming from a lack of substitutes and
relatively low unit prices. The frozen baked goods segment could
continue to grow at the expense of fresh bread and bakery products.
Drivers will be an ongoing shift from artisanal bakery to
industrial and frozen products, capitalizing on the advantages of
frozen baked goods. The frozen bread and bakery industry also has
limited free capacity. This will support selling prices and benefit
players like Monbake, which has sufficient resources to meet
growing market demand.
S&P said, "Monbake's 2025 credit metrics were broadly in line with
our base case, despite a slight underperformance of EBITDA driven
by recent acquisitions. S&P Global Ratings-adjusted EBITDA landed
at about EUR99 million (we forecast EUR100 million-EUR110 million)
up from about EUR95 million in 2024, supported by solid performance
in its traditional channel and in most of its product categories,
especially pastries, offsetting the poor performance of recently
integrated acquisitions. The slight underperformance compared with
our previous base-case was mostly linked to the integration of La
Niña del Sur, whose profitability was weaker than expected in the
first year of integration. FOCF was negative EUR12 million (we
expected negative EUR5 million to negative EUR15 million),
including the one-off payment of EUR21 million of interest accrued
in 2024 but paid out in January 2025 to accommodate the timing of
the transaction. Monbake's S&P Global Ratings-adjusted debt
leverage was 5.8x in 2025, slightly better than the 6.0x projected,
due to lower earn-outs paid on recent acquisitions.
"We expect Monbake to maintain a comfortable liquidity position
over the next 12 months, despite additional capex that will keep
FOCF negative in 2026.In 2026, we expect additional capex of about
EUR65 million-EUR75 million to fund several projects, including new
bread lines and investments aimed at optimizing and expanding the
production capabilities of La Niña del Sur and IPASA. At the same
time, interest expenses, including on leases, will remain at about
EUR30 million-EUR35 million. This exceptional capex will result in
FOCF staying negative, at EUR20 million-EUR25 million, before
turning positive from 2027. Monbake benefits from a comfortable
liquidity buffer to cover these negative cash flows, including an
EUR84 million cash position and a EUR100 million fully undrawn
revolving credit facility (RCF) as of end-2025. Also, the company
does not face any major debt maturities until 2031, when the
outstanding EUR550 million TLB is due.
"The stable outlook reflects our view that Monbake will, over the
next 12 months, maintain a stable operating performance,
successfully integrating recent acquisitions and benefiting from
its solid position in the profitable Spanish frozen bakery and
pastry industry. This will translate into S&P Global
Ratings-adjusted EBITDA in excess of EUR100 million, adjusted
leverage of 5.5x-6.0x, and FOCF becoming sustainably positive from
2027, after the exceptional capex of 2026."
S&P could lower the rating in the next 12 months if, because of
operating underperformance or more aggressive financial policy than
expected:
-- Adjusted leverage rises close to 7x; or
-- FOCF does not turn positive from 2027.
S&P could raise the rating if the company's revenue, EBITDA, and
FOCF expand significantly beyond our base case, such that:
-- Adjusted debt to EBITDA decreases sustainably to 5x, supported
by a more conservative financial policy from the sponsor; and
-- FOCF structurally increases above EUR50 million per year.
SABADELL CONSUMO 4: Fitch Assigns B+sf Final Rating on Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Sabadell Consumo 4, FT final ratings.
The final ratings on the class B, D and E notes are one notch
higher than their expected ratings, due mainly to higher excess
spread available than initially considered in the analysis.
Entity/Debt Rating Prior
----------- ------ -----
Sabadell Consumo 4, FT
Class A ES0306040009 LT AAsf New Rating AA(EXP)sf
Class B ES0306040017 LT A+sf New Rating A(EXP)sf
Class C ES0306040025 LT BBB+sf New Rating BBB+(EXP)sf
Class D ES0306040033 LT BB+sf New Rating BB(EXP)sf
Class E ES0306040041 LT B+sf New Rating B(EXP)sf
Class F ES0306040058 LT NRsf New Rating NR(EXP)sf
Class G ES0306040066 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Sabadell Consumo, 4 FT is a revolving securitisation of a portfolio
of fully amortising general purpose consumer loans originated by
Banco de Sabadell, S.A. (Sabadell; A-/Stable/F2) for individuals
residing in Spain. The portfolio includes pre-approved and
on-demand loans, the former being underwritten for existing
Sabadell customers based on the borrowers' credit profile and
record with the lender.
KEY RATING DRIVERS
Asset Assumptions Reflect Pool Profile: Fitch set base-case
lifetime default and recovery rates at 5.25% and 25%, respectively,
for the portfolio, reflecting historical data provided by Sabadell,
Spain's economic outlook, pool features, and the originator's
underwriting and servicing strategies. The estimated lifetime loss
rate is 15.2% for the 'AAsf' rating case.
Short Revolving Period: The transaction has a seven-month revolving
period during which new receivables can be purchased by the special
purpose vechicle. Fitch considers any credit risk stemming from the
revolving period to be captured by the default multiples. Fitch
expects 12.5% of the pool balance to be replenished during the
revolving period, assuming an annualised prepayment rate of 10%.
Performance Triggers Mitigate Pro Rata: The class A to F notes is
repaid pro rata, after the end of the revolving period, unless a
sequential amortisation event occurs, primarily cumulative defaults
exceeding certain thresholds or an uncleared principal deficiency
ledger above 0.1% of the initial portfolio balance.
Fitch views these triggers as robust enough to prevent the pro rata
mechanism from continuing on early signs of a deterioration in
performance. Fitch believes the tail risk posed by the pro rata
paydown is mitigated by the mandatory switch to sequential
amortisation when the outstanding collateral balance falls below
10% of the initial balance.
Counterparty Arrangements Cap Ratings: The maximum achievable
rating for the notes is 'AA+sf' under Fitch's counterparty
criteria. The minimum eligibility rating thresholds defined for the
transaction account bank (TAB) of 'A-' and swap counterparty of
'A-' or 'F1' are insufficient to support 'AAAsf' ratings.
Immaterial Payment Interruption Risk: Payment interruption risk in
the event of a servicer disruption is immaterial up to 'AA+sf', in
line with Fitch's criteria as interest deferability is permitted
under the transaction documentation for all the rated notes and
does not constitute an event of default.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape.
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E)
Increase default rates by 10%: 'AA-sf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'
Increase default rates by 25%:
'Asf'/'A-sf'/'BBB-sf'/'BBsf'/'CCCsf'
Increase default rates by 50%: 'A-sf'/'BBBsf'/'BB+sf'/'Bsf'/'NRsf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E)
Reduce recovery rates by 10%: 'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'B+sf'
Reduce recovery rates by 25%: 'AA-sf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'
Reduce recovery rates by 50%: 'AA-sf'/'Asf'/'BBB-sf'/'BBsf'/'B-sf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E)
Increase default rates by 10% and reduce recovery rates by 10%:
'A+sf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'
Increase default rates by 25% and reduce recovery rates by 25%:
'Asf'/'BBB+sf'/'BB+sf'/'B+sf'/'NRsf'
Increase default rates by 50% and reduce recovery rates by 50%:
'BBB+sf'/'BBB-sf'/'BBsf'/'NRsf'/'NRsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The rating on the senior notes is capped at 'AA+sf' by the
documented counterparty replacement provisions under Fitch's
Structured Finance and Covered Bonds Counterparty Rating Criteria.
For the remaining class notes, increasing credit enhancement ratios
as the transaction deleverages to fully compensate for the credit
losses and cash flow stresses commensurate with higher ratings
could lead to upgrades.
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.
Fitch conducted a review of a small, targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the rating agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's 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.
=====================
S W I T Z E R L A N D
=====================
DUFRY ONE: Moody's Rates New EUR400MM Senior Unsecured Notes 'Ba2'
------------------------------------------------------------------
Moody's Ratings has assigned a Ba2 rating to Dufry One B.V.'s
(Dufry) proposed seven-year EUR400 million backed senior unsecured
notes.
The Ba2 ratings on Dufry's existing backed senior unsecured
obligations are unaffected and so are the Ba2 corporate family
rating and Ba2-PD probability of default rating (PDR) of ultimate
parent, global travel retail leader Avolta AG. The outlook on both
entities is also unaffected at stable.
The rating action reflects Dufry's planned issuance of senior
unsecured debt, the proceeds of which will be used to tender up to
EUR400 million of its EUR750 million backed senior unsecured notes
maturing in February 2027.
RATINGS RATIONALE
The proposed notes are senior unsecured obligations of the issuer,
are guaranteed by parent companies including ultimate parent Avolta
AG (Avolta, Ba2 stable) and rank pari passu with the issuer's and
the broader group's other debt obligations. As a result, the
proposed notes' Ba2 rating is in line with Avolta's CFR and Dufry's
existing Ba2 backed senior unsecured ratings.
Avolta's Ba2 corporate family rating (CFR) reflects its global
leadership in travel retail and food and beverage, with broad
geographic and product diversification. Large exposure to less
discretionary travel food and beverage offers a degree of revenue
stability while long-term growth in air passenger traffic supports
demand. Avolta has a solid track record of organic growth and
profitability, including when performance in North America softened
in 2025, underscoring the benefits of the group's business
diversity.
The company depends on air passenger traffic and is therefore
exposed to factors that can reduce air travel such as macroeconomic
downturns, geopolitical events and health concerns. Avolta's
revenue from the Middle East represents a low single digit
percentage of the total. However, wider macroeconomic ramifications
of the current conflict in the Middle East could disrupt global air
traffic and reduce the company's sales. The business model also
entails structurally high lease liabilities, which represent the
cost of accessing captive airport demand and materially influence
credit metrics. Avolta also has exposure to the risk of nonrenewal
on its concession contracts and to currency fluctuations.
Moody's expects the company will continue to reduce
Moody's-adjusted gross debt/EBITDA towards 3.5x in the next 12
months, through EBITDA expansion. This would result in the company
moving more comfortably into its net leverage target of 1.5x-2.0x
(1.9x in 2025). Moody's also expects that Avolta will continue to
generate solidly positive Moody's-adjusted free cash flow (after
dividend payments) above CHF300 million per annum and use most of
its excess cash for share buybacks.
OUTLOOK
The stable outlook reflects Moody's expectations of ongoing organic
revenue and EBITDA growth, underpinned by steadily increasing air
passenger traffic globally. Further, the stable outlook assumes
materially positive FCF generation (after lease repayments and all
dividend distributions) and a balanced financial policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade Avolta AG's ratings if:
-- Successful renewal of concession contracts on an ongoing basis,
organic revenue growth and at least stable Moody's-adjusted EBITDA
margin, and
-- Moody's-adjusted Debt/EBITDA declines comfortably and
sustainably below 3.5x, and
-- Positive free cash flow (FCF, after interest and dividends) and
retained cash flow/net debt sustainably above 20%, and
-- Good liquidity and debt maturities addressed in a timely
manner.
Conversely, downward pressure on Avolta AG's ratings could
materialise if:
-- Revenue and EBITDA reduce on an organic basis, or
-- Moody's-adjusted leverage remains above 4x on a sustainable
basis, or
-- FCF becomes negative and retained cash flow/net debt reduces
sustainably below 15%, liquidity weakens or refinancing risk
increases, or
-- More aggressive financial policy, including debt-funded
acquisitions or higher shareholder distributions jeopardising
positive cash generation.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Retail and
Apparel published in September 2025.
Headquartered in Basel, Switzerland, Avolta is the leading global
travel retailer. The company is present in 70 countries and
operates over 5,100 outlets, mostly in airports (350 locations,
around 80% of sales). Avolta had revenue of CHF14 billion in the 12
months to March 31, 2026 and is listed on the Swiss Stock Exchange.
SPORTRADAR GROUP: Moody's Ups CFR to Ba2, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has upgraded to Ba2 from Ba3 the Corporate Family
Rating of Sportradar Group AG (Sportradar). Concurrently, Moody's
have also upgraded to Ba2-PD from Ba3-PD the company's Probability
of Default Rating. Finally, Moody's have withdrawn the Ba3 senior
secured bank credit facility rating of the company's wholly-owned
subsidiary Sportradar Capital S.a r.l and concurrently assigned a
Ba2 rating to the new senior secured revolving credit facility due
2031 borrowed by the same entity.
The outlook for both entities has changed to stable from positive.
RATINGS RATIONALE
The rating upgrade reflects the expected progressive strengthening
of Sportradar's scale, profitability and Moody's-adjusted free cash
flow (FCF) over the next 12-24 months, as the company capitalises
on supportive sports data market fundamentals and the integration
of IMG Arena. Governance considerations around Sportradar's
expected continued retention of a strong balance sheet, in the
absence of recourse to external financial debt, also drove the
rating action.
The rating action nevertheless excludes potential adverse
consequences from alleged ties to illegal and unlicensed gambling
operators, assertions the company has unequivocally challenged.
Moreover, the absence of funded debt on Sportradar's balance sheet
and strong liquidity provide significant headroom for the company
to manage unexpected events.
The Ba2 CFR also reflects Sportradar's strong market position and
wide geographic reach; well-invested proprietary technologies and
product suite that support competitiveness; established long-term
customer relationships; and a strong net cash position.
Concurrently, it factors in the company's high fixed costs, which
are typical of the business model; intense competition during
sports rights bidding processes; and governance risks stemming from
a relatively concentrated ownership structure.
ESG CONSIDERATIONS
Sportradar's CIS-3 indicates that ESG considerations currently have
a limited impact on the rating, but could become more relevant over
time. This assessment is driven primarily by the company's exposure
to social risks associated with the betting and gaming sector, as
well as moderate customer relations risks, notably cybersecurity
and data integrity. While Sportradar is partially insulated from
direct regulatory pressures, it remains indirectly exposed through
its customer base and, in certain jurisdictions such as the US,
subject to direct licensing and regulatory oversight that could
expand over time. Governance risks related to the concentration of
voting control with the founder and CEO and associated key man risk
temper the issuer's ESG profile, although these are partly
mitigated by its public listing and a board structure with a
majority of independent directors.
LIQUIDITY
Sportradar's liquidity is strong. The company held EUR322 million
of cash on its balance sheet as at March 31, 2026 and maintains
access to a EUR250 million revolving credit facility that is
undrawn and committed until 2031. The facility has a springing
senior secured net leverage covenant set at 6.5x and tested if or
when drawings exceed 40%. If tested, Moody's expects the covenant
to have a large buffer.
Sportradar has no long-term financial debt maturities and is
expected to continue generating positive Moody's-adjusted FCF in
2026-27.
OUTLOOK
The stable outlook reflects Moody's expectations that Sportradar
will continue to capitalise on supportive sports data market
fundamentals, supporting further scale expansion and improved
profitability. The stable outlook also assumes no material adverse
events leading to a material deterioration in either gross leverage
or FCF generation (both Moody's-adjusted).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure could result from meaningful revenue and
EBITDA growth, for example through greater product diversification
and cross-sales. While preserving intact its conservative traits,
greater articulation and track record of financial policies over
the longer term could support a higher rating.
Negative rating pressure would arise from major license, customer
or contract losses, compromising scale or business profile;
Moody's-adjusted EBITDA margin structurally below 10%;
Moody's-adjusted gross leverage approaches 2.0x, or more aggressive
than expected stance on capital allocation.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.
Sportradar's Ba2 CFR is 4 notches below the historic
scorecard-indicated outcome of Baa1 reflecting the company's modest
scale; high risk profile of a rapidly expanding business in new
geographies and new products; a high fixed cost base, and exposure
to disintermediation and governance risks.
COMPANY PROFILE
Swiss-based Sportradar provides end-to-end sports data analytics
solutions to both the betting and media industries, and to sports
federations and authorities. The company collects, processes,
markets and monitors sports-related live data, and provides
sports-related services, including a proprietary fraud detection
system.
In the 12 months ended March 31, 2026, Sportradar generated revenue
of EUR1,325 million and Moody's-adjusted EBITDA of EUR157 million
(after amortisation of capitalised sport rights licenses). It is
listed on the Nasdaq with a market capitalisation of $4.3 billion
as at the date of this publication.
===========================
U N I T E D K I N G D O M
===========================
COMPOSITE TECH: FRP Advisory Appointed as Administrators
--------------------------------------------------------
Composite Tech Holdings Limited was placed into administration in
the High Court of Justice, Court Number CR-2026-003780. Nedim
Ailyan and Glyn Mummery, both of FRP Advisory Trading Limited, were
appointed as Joint Administrators on May 15, 2026.
The company specialized in manufacturing. Its principal trading
address is 3 Bunhill Row, London, EC1Y 8YZ. Its registered office
is 3 Bunhill Row, London, EC1Y 8YZ (to be changed to Centre Block,
4th Floor, Central Court, Knoll Rise, Orpington, Kent, BR6 0JA).
The Joint Administrators can be contacted at:
Nedim Ailyan
Glyn Mummery
FRP Advisory Trading Limited
Centre Block, 4th Floor
Central Court
Knoll Rise
Orpington
Kent BR6 0JA
Further information:
Alternative Contact: Luke Francis
Tel: 020 8302 4344
Email: cp.orpington@frpadvisory.com
GH BIO-POWER: S&W Partners Appointed as Administrators
------------------------------------------------------
GH Bio-Power Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Birmingham,
Insolvency and Companies List (ChD), Court Number
CR-2026-BHM-000239. Simon Jagger and Mark Supperstone, both of S&W
Partners LLP, were appointed as Joint Administrators on May 15,
2026.
The company is a holding company. Its registered office and
principal trading address is Townend House, Park Street, Walsall,
WS1 1NS.
The Joint Administrators can be contacted at:
Simon Jagger
Mark Supperstone
S&W Partners LLP
45 Gresham Street
London EC2V 7BG
For further information:
Alternative contact: Emily Kerin
Tel: 020 4617 5500
LAKES BATHROOMS: Grant Thornton Appointed as Administrators
-----------------------------------------------------------
Lakes Bathrooms Limited was placed into administration in the High
Court of Justice, Business & Property Courts in Birmingham,
Insolvency & Companies List (ChD), No. 000227 of 2026. Jon L
Roden, Rob A Parker, and Daniel M Timms, all of Grant Thornton UK
Advisory & Tax LLP, were appointed as Joint Administrators on May
18, 2026.
The company engaged in the wholesale of household goods.
Its registered office is c/o Grant Thornton UK Advisory & Tax LLP,
11th Floor, Landmark St Peter's Square, 1 Oxford Street,
Manchester, M1 4PB.
Its principal trading address is Alexandra Way, Ashchurch,
Tewkesbury, Gloucestershire, GL20 8NB.
The Joint Administrators can be contacted at:
Jon L Roden
Rob A Parke
Daniel M Timms
Grant Thornton UK Advisory & Tax LLP
17th Floor, 103 Colmore Row
Birmingham B3 3AG
For further information:
Tel: 0161 953 6906
Contact: CMU Support
Grant Thornton UK Advisory & Tax LLP
NEDBANK PRIVATE: Moody's Affirms 'Ba1' Long Term Deposit Ratings
----------------------------------------------------------------
Moody's Ratings has affirmed all the ratings and assessments of
Nedbank Private Wealth Limited (Nedbank Private Wealth): the Ba1/NP
deposit ratings, the baa3 Baseline Credit Assessment (BCA) and
Adjusted BCA, the Ba1/NP Counterparty Risk Ratings, and the
Baa3(cr)/P-3(cr) Counterparty Risk Assessment. Moody's also changed
the outlook on the long-term deposit ratings to positive from
stable.
RATINGS RATIONALE
The affirmation of Nedbank Private Wealth's Ba1 long-term deposit
ratings reflects the affirmation of the bank's baa3 BCA and Moody's
unchanged assumption of very high loss given failure, which
continues to result in the long-term deposit ratings being one
notch below Nedbank Private Wealth's BCA.
The affirmation of the BCA reflects Nedbank Private Wealth's high
levels of capitalisation, elevated levels of liquidity and low
asset risk despite single name concentration, and limited business
diversification. The baa3 BCA is constrained at two notches above
the BCA of its sister company Nedbank Limited (Baa3
positive/(P)Ba1, ba2).
OUTLOOK
The outlook on Nedbank Private Wealth's long-term deposit ratings
is positive. The outlook follows the positive outlook on Nedbank
Limited's long-term deposit ratings, which itself reflects the
positive outlook of the Government of South Africa.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Nedbank Private Wealth's Ba1 long-term deposit ratings could be
upgraded following an upgrade of the bank's baa3 standalone BCA, or
the issuance of bail-in-able debt. The BCA could be upgraded
following an upgrade of Nedbank Limited's ba2 BCA or a reduction in
the interconnection between Nedbank Private Wealth and Nedbank
Limited (in particular common customers).
Nedbank Private Wealth's Ba1 long-term deposit ratings could be
downgraded following a downgrade of the bank's baa3 standalone BCA.
The BCA could also be downgraded in wake of a material integration
with the group, or a significant deterioration in Nedbank Private
Wealth's solvency or liquidity profile. The BCA could also be
downgraded if Nedbank Limited's ba2 BCA is downgraded.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2025.
Nedbank Private Wealth Limited "Assigned BCA" score of baa3 is set
five notches below the "Financial Profile" initial score of a1 to
reflect single name concentration, confidence-sensitive nature of
deposit base, and interconnection with lower rated Nedbank
Limited.
NOVA PERSONNEL: Leonard Curtis Appointed as Joint Administrators
----------------------------------------------------------------
Nova Personnel Ltd was placed into administration in the High Court
of Justice, Business and Property Courts in Manchester, Insolvency
& Companies List (ChD), Court Number CR-2026-MAN-000800. Mike
Dillon and Andrew Knowles, both of Leonard Curtis, were appointed
as Joint Administrators on May 21, 2026.
Nova Personnel is a recruitment specialist. Its registered office
is 1 Pavilion Square, Cricketers Way, Westhoughton, Bolton, BL5
3AJ. Its principal trading address is Two Four Nine North,
Lynnfield House, Church Street, Altrincham, WA14 4DZ.
The Joint Administrators can be contacted at:
Mike Dillon
Andrew Knowles
Leonard Curtis
Riverside House
Irwell Street
Manchester M3 5EN
Further information:
Tel: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
Alternative Contact: Amelia Heeds
OBAN CARDS 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Oban Cards 2026-1 plc expected ratings.
The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.
Fitch expects to review Oban's existing series when it assigns
series 2026-1 its final ratings.
Entity/Debt Rating
----------- ------
Oban Cards 2026-1 plc
2026-1 Class A LT AAA(EXP)sf Expected Rating
2026-1 Class B LT AA+(EXP)sf Expected Rating
2026-1 Class C LT A+(EXP)sf Expected Rating
2026-1 Class D LT BBB(EXP)sf Expected Rating
2026-1 Class E LT BB+(EXP)sf Expected Rating
2026-1 Class Z LT NR(EXP)sf Expected Rating
Transaction Summary
The transaction is a securitisation of a revolving portfolio of
non-prime UK credit card receivables originated by Vanquis Bank
Limited (BB-/Positive), wholly owned by Vanquis Banking Group plc
(BB-/Positive). Vanquis is one of the leading non-prime card
lenders in the UK and is rated independently of its parent.
KEY RATING DRIVERS
Asset Assumptions Reflect Stable Data: Fitch determined asset
assumptions using historical data over more than a decade. As is
typical in the non-prime credit card sector, the portfolio has
historically shown low payment rates and high yield. Fitch applied
a steady-state monthly payment rate of 12% with a 45% stress at
'AAAsf', and a steady-state yield of 30% with a 40% stress at
'AAAsf'. The charge-off assumption of 18%, reflecting fairly stable
historical charge offs, while the stressed charge-off multiple of
3.5x considers the fairly high absolute level of the steady-state
and the limited volatility in the historical data.
Fitch assumed a steady-state purchase rate of 100%, which is
stressed by 90% at 'AAAsf' and cascades down to 40% at 'Bsf'.
Vanquis is a rated bank and its stress assumptions reflect its
confidence in their non-prime portfolio.
Rated Originator and Servicer: Fitch assesses Vanquis's credit
profile to be in line with Vanquis Banking Group's, based on its
role as the group's main operating subsidiary. Vanquis acts in
several capacities to this trust, most prominently as originator,
servicer and cash manager to the securitisation. The reliance on
Vanquis is mitigated by the transferability of operations and an
amortising liquidity reserve. Fitch also considers that Vanquis,
being a regulated bank, is subject to regulation that will provide
for an orderly wind-down rather than a sudden disruption in
operations upon insolvency.
Originator and Servicer Linkage: As in all credit card
transactions, the trust performance is closely linked to the
originator and servicer due to the revolving nature of the
underlying assets and will be influenced by its monitoring and
risk-management procedures. Fitch considers Vanquis's policies and
procedures to be in line with industry standards and adequate to
support the transaction's performance.
Unhedged Structure: The credit cards carry a fixed monthly interest
rate whereas the notes pay SONIA plus a spread. This mismatch is
not hedged but the risk is mitigated by the ability of Vanquis to
revise the interest rates. The credit card portfolio was
successfully repriced when European rates rose in 2022. The
remaining risk is reflected in its pricing spread assumption.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Rating sensitivity to increased charge-off rate:
Increase steady state by 25%/50%/75%:
Class A Notes: 'AA+sf'/'AAsf'/'AA-sf'
Class B Notes: 'AA-sf'/'A+sf'/'Asf'
Class C Notes: 'Asf'/'BBB+sf'/'BBBsf'
Class D Notes: 'BBB-sf'/'BBsf'/'BB-sf'
Class E Notes: 'BB-sf'/'Bsf'/'
Rating sensitivity to reduced MPR:
Reduce steady state by 15% /25%/35%:
Class A Notes: 'AA+sf'/'AAsf'/'AA-sf'
Class B Notes: 'AA-sf'/'A+sf'/'Asf'
Class C Notes: 'Asf'/'A-sf'/'BBB+sf'
Class D Notes: 'BBBsf'/'BBB-sf'/'BB+sf'
Class E Notes: 'BBsf'/'BB-sf'/'BB-sf'
Rating sensitivity to reduced purchase rate:
Reduce steady state by 50%/75%/100%:
Class A Notes: 'AAAsf'/'AAAsf'/'AAAsf'
Class B Notes: 'AAsf'/'AAsf'/'AAsf'
Class C Notes: 'A+sf'/'Asf'/'Asf'
Class D Notes: 'BBBsf'/'BBBsf'/'BBB-sf'
Class E Notes: 'BBsf'/'BBsf'/'BB-sf'
Rating sensitivity to reduced yield:
Reduce steady state by 15%/25%/35% (with unchanged pricing spread
assumptions):
Class A Notes: 'AAAsf'/'AAAsf'/'AAAsf'
Class B Notes: 'AAsf'/'AAsf'/'AAsf'
Class C Notes: 'A+sf'/'A+sf'/'Asf'
Class D Notes: 'BBBsf'/'BBB-sf'/'BB+sf'
Class E Notes: 'BB-sf'/'B+sf'/'Bsf'
Rating sensitivity to increased charge-off rate and reduced MPR:
Increase steady-state charge-offs by 25% / 50% / 75% and reduce
steady-state MPR by 15% / 25% / 35%:
Class A Notes: 'AAsf'/'Asf'/'BBB+sf'
Class B Notes: 'A+sf'/'BBB+sf'/'BBB-sf'
Class C Notes: 'A-sf'/'BBB-sf'/'BBsf'
Class D Notes: 'BB+sf'/'B+sf'/'Bsf'
Class E Notes: 'B+sf'/'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Rating sensitivity to decreased charge-off rate:
Decrease steady state by 25%:
Class A Notes: 'AAAsf'
Class B Notes: 'AAAsf'
Class C Notes: 'AAsf'
Class D Notes: 'Asf'
Class E Notes: 'BBBsf'
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 sought to receive a third-party assessment conducted on the
asset portfolio information, but none was available for this
transaction.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
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.
SKCG ELECTRICAL: Quantuma Advisory Appointed as Administrators
--------------------------------------------------------------
SKCG Electrical Ltd was placed into administration in the High
Court of Justice, Insolvency and Companies List, Court Number
CR-2026-003672. Gary Thompson and David Meany, both of Quantuma
Advisory Limited, were appointed as Joint Administrators on May 20,
2026.
The company specialized in electrical installation. Its registered
office is Spectrum House, 2b Suttons Lane, Hornchurch, RM12 6RJ
(currently in the process of being changed to 18a Capricorn Centre,
Cranes Farm Road, Basildon, Essex, SS14 3JJ). Its principal
trading address is Unit 23, Dunsteads Farm, Trueloves Lane,
Ingatestone, CM4 0NJ.
The Joint Administrators can be contacted at:
Gary Thompson
David Meany
Quantuma Advisory Limited
18a Capricorn Centre
Cranes Farm Road
Basildon
Essex SS14 3JJ
Further information:
Contact: Ellie Foley
Tel: 01708 300170
Email: ellie.foley@quantuma.com
TONG DINNER: Opus Restructuring Appointed as Administrators
-----------------------------------------------------------
Tong Dinner Ltd, trading as Gouqi, was placed into administration
in the High Court of Justice, Court Number CR-2026-0003799. Ben
Stanyon and Anthony Peter Davidson, both of Opus Restructuring LLP,
were appointed as Joint Administrators on May 15, 2026.
The company is a licensed restaurant. Its registered office is
Kings House, 1A Kings Road, London, SW19 8PL. Its principal
trading address is 25-34 Cockspur Street, London, SW1Y 5BN.
The Joint Administrators can be contacted at:
Ben Stanyon
Opus Restructuring LLP
First Floor, Milwood House
36B Albion Place
Maidstone
Kent ME14 5DZ
-- and --
Anthony Peter Davidson
Opus Restructuring LLP
322 High Holborn
London WC1V 7PB
Further information:
Tel: 01622 427 433
Alternative Contact: Bethany Tuffs
Opus Restructuring LLP
TOTAL CARBIDE: Leonard Curtis Appointed as Joint Administrators
---------------------------------------------------------------
Total Carbide Ltd was placed into administration in the High Court
of Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-003705.
Andrew Knowles and Andrew Poxon, both of Leonard Curtis, were
appointed as Joint Administrators on May 13, 2026.
The company specialized in the manufacture of sintered tungsten
carbide wear parts. Its registered office and principal trading
address is Hangar 3, Westcott Venture Park, Westcott, Aylesbury,
HP18 0XB.
The Joint Administrators can be contacted at:
Andrew Knowles
Andrew Poxon
Leonard Curtis
Riverside House
Irwell Street
Manchester M3 5EN
Further information:
Tel: 0161 831 9999
Email: recovery@leonardcurtis.co.uk
Alternative Contact: Helen Hales
WHEEL BIDCO: Fitch Affirms 'CCC+' LongTerm Issuer Default Rating
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Fitch Ratings has affirmed Wheel Bidco Limited's (PizzaExpress)
Long-Term Issuer Default Rating (IDR) at 'CCC+', its super senior
debt rating at 'B+' with a Recovery Rating of 'RR1', and its senior
secured debt rating at 'B-' with a Recovery Rating of 'RR3'.
The 'CCC+' rating reflects high credit risks due to tight liquidity
headroom and weak Free Cash Flows (FCF) amid continuing uncertainty
around its EBITDA recovery and challenging conditions in the UK
casual dining market, weak consumer sentiment and high labour cost
inflation.
Fitch expects the company to rely on the drawdown of its revolving
credit facility (RCF) for interest payment in 2026.
Slower-than-expected EBITDA recovery or worse-than-expected working
capital management could further reduce liquidity and lead to
negative rating action.
Key Rating Drivers
Tight Liquidity: Fitch expects PizzaExpress's liquidity to remain
thin, as it faces working capital demands and higher cost of debt
after its debt restructuring in 2025. This is despite the company
having raised its RCF commitment back to GBP30 million in April
2026 to support liquidity. Fitch also estimates a continuing
reliance on the RCF, including for debt service, underpinning the
issuer's limited liquidity headroom. Any shortfall in operational
turnaround and failure to sustainably reverse working capital could
pressure liquidity, and would put the ratings under pressure.
Fragile FCF: Fitch estimates FCF to stay broadly neutral over the
projected period until 2029, in the absence of more operational
headwinds or additional liquidity needs, therefore the projected
neutral FCF remain at risk. In 2026, Fitch anticipates PizzaExpress
will generate slightly negative FCF due to continued working
capital outflow, while the extent of EBITDA recovery remains
uncertain. Fitch assumes annual capex will be about GBP19 million,
as the company finalises most of its refurbishment programme and
maintains modest new restaurant expansion.
EBITDA to Recover: The company reported a 4.2% year-on-year sales
growth in 1Q26, due primarily to a rise in like-for-like sales for
both dine-in and dine-out business. Its rating case assumes an
increase in EBITDA for 2026, driven by growing dine-out business,
higher average spending per head (ASPH) and sustained cost control,
which benefits from its cost-optimisation projects and better terms
with suppliers.
Adequately Managed Costs: PizzaExpress has demonstrated adequate
cost management, despite higher promotions since last year. Fitch
sees limited risks from the geopolitical tension in Middle East as
of now, as the company has limited exposure in the area while it
has 100% hedging position for energy prices until September 2026
and 67% hedging until March 2027. The company has also made
tangible progress in managing its staff costs. Food costs have
remained fairly stable so far, additionally supported by locked
supplier agreements on selected cost items, although the risk of a
higher food inflation if shipping costs for suppliers rise for a
longer period, remains.
Weak Credit Metrics: The company's 'CCC+' credit profile is also
heavily influenced by its weak coverage and leverage metrics. Fitch
forecasts that its EBITDAR fixed-charge coverage ratio will remain
at 1.3x-1.4x for 2026-2029 (2025: 1.3x), particularly following
increased debt service cost on its extended senior secured notes,
despite their reduced face value. Its expectations of only mild
EBITDA expansion mean that EBITDAR leverage will remain above 5.0x,
in line with a low 'B' rating category for the sector.
Small Scale; Limited Diversification: PizzaExpress's business
profile is aligned with a low 'B' category, due to its small scale
in a fragmented UK restaurant sector, in which it holds an 8%
share. The market provides limited long-term expansion
opportunities, due to consumer caution, the cost-of-living crisis
and intense competition. Fitch does not expect PizzaExpress to
substantially expand its network or raise its EBITDAR over the
medium term, from GBP88 million in 2025. It has recently expanded
into a quick-service restaurant format with a broader menu
offering, which could provide some growth impetus, although Fitch
expects its contribution to remain limited in the medium term.
Peer Analysis
PizzaExpress's close peers include UK pub companies Stonegate Pub
Company Limited (CCC+) and Punch Pubs Group Limited (B-/Positive).
Pub groups generally have higher debt capacity than Pizza Express
due to their larger size and better financial and operational
flexibility, given their freehold property, more limited exposure
to labour costs and greater resilience to operating conditions.
PizzaExpress is rated at the same level as Stonegate, both of which
are affected by reduced customer volumes and significant cost
inflation, driving uncertainty over the pace of EBITDA recovery.
Fitch expects Stonegate to maintain much higher leverage to 2029
while PizzaExpress's thin liquidity constrains the rating.
Punch Pubs is rated one notch above PizzaExpress as it has a better
business profile and greater financial flexibility. The rating is
mainly constrained by high leverage.
Fitch’s Key Rating-Case Assumptions
- Low-single-digit revenue increase from 2026 onwards
- EBITDA to increase mildly above GBP50 million over 2026-2029
(2025: GBP48 million)
- Slight reversal of working capital outflow in 2026, neutral
thereafter
- Capex at about GBP19 million a year to 2029
- No dividends or M&A to 2029
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('b+', Moderate), sector characteristics
('bb-', Moderate), market and competitive positioning ('b',
Moderate), diversification and asset quality ('b+', Moderate),
company operational characteristics ('bb-', Lower), profitability
('b', Moderate), financial structure ('ccc+', Higher), and
financial flexibility ('ccc+', Higher).
The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.
B+ to CC considerations apply in its analysis and have no impact.
The governance assessment of 'good' has no impact.
The operating environment assessment of 'aa-' has no impact.
The SCP is 'ccc+'.
To derive the Long-Term IDR:
Fitch made no adjustments to the SCP, resulting in an IDR of
'CCC+'.
Recovery Analysis
The recovery analysis assumes that PizzaExpress would be
reorganised as a going concern (GC) in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim.
Fitch has maintained its estimate of GC EBITDA after reorganisation
at GBP40 million, on which Fitch bases the enterprise value (EV).
It is similar to Fitch-adjusted EBITDA of EUR41 million in 2023,
which came under pressure from high cost inflation and a
challenging market environment.
Fitch has applied a 5.0x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganisation EV. This is within the 4.0x-6.0x
range Fitch has used across publicly and privately rated peers. It
takes into consideration the scale, limited international
diversification and single core brand of PizzaExpress.
The company's senior secured notes rank behind its GBP30 million
super senior RCF, which Fitch assumed to be fully drawn on
default.
Its waterfall analysis generates a ranked recovery for the GBP280
million senior secured notes in the 'RR3' band, indicating a 'B-'
instrument rating. The ranked recovery for the GBP30 million super
senior RCF is in the 'RR1' band, indicating a 'B+' instrument
rating, three notches above the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Further tightening in liquidity headroom, leading to heightened
refinancing risks
- Weaker-than-expected operating performance, due to a difficult
macro-economic environment, competitive pressures or working
capital outflows, leading to a lack of EBITDA recovery or
consistently negative FCF
- EBITDAR leverage above 6.0x on a sustained basis
- EBITDAR fixed-charge coverage ratio below 1.3x on a sustained
basis
- Cash flow from operations less capex/debt below 0%
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Greater-than-expected EBITDA recovery, leading to
neutral-to-positive FCF and sufficient liquidity headroom
- EBITDAR fixed-charge coverage improving towards 1.5x
- EBITDAR leverage improving towards 5.0x on a sustained basis
- Cash flow from operations less capex/debt strengthening above 2%
Liquidity and Debt Structure
PizzaExpress's liquidity was tight for the rating at end-1Q26, with
cash and cash equivalents of GBP13.5 million and GBP22.5 million
available under its GBP30 million RCF. The RCF will be available
until its maturity in March 2029. Additional flexibility comes from
PizzaExpress's option to curtail capex to preserve liquidity.
Issuer Profile
PizzaExpress is a casual dining operator with more than 450
restaurants, of which over 360 units are in the UK and Ireland.
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.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for PizzaExpress.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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Wheel Bidco Limited
LT IDR CCC+ Affirmed CCC+
super senior LT B+ Affirmed RR1 B+
senior secured LT B- Affirmed RR3 B-
ZEUS BIDCO: Moody's Withdraws 'Caa1' Corporate Family Rating
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Moody's Ratings has withdrawn Zeus Bidco Limited's Caa1 Corporate
Family Rating and Zenith Finco Plc's Caa2 senior secured rating.
At the time of withdrawal, the outlooks on Zeus Bidco Limited and
Zenith Finco Plc were stable.
RATINGS RATIONALE
Moody's have decided to withdraw the rating(s) following a review
of the issuer's request to withdraw its rating(s).
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