Fitch Ratings has affirmed Kazakhstan-based utility Limited Liability Partnership Kazakhstan Utility Systems' (KUS) Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'B+'.

The Outlook is Stable. A full list of rating actions is provided below.

The affirmation and Stable Outlook reflect Fitch's expectations that funds from operations (FFO) interest cover will remain within Fitch's rating sensitivities in 2022-2025, reflecting the unfavourable interest rate environment, despite low leverage for the rating. The affirmation also considers material FX risk and limited liquidity position. The rating continues to be constrained by weak corporate governance and evolving regulatory framework.

Key Rating Drivers

Low Leverage: Fitch projects FFO leverage to average 2.2x in 2022-2025, which is low for the rating. We also expect healthy FFO, averaging KZT36.6 billion over the same period. We continue to treat financial interest-free aid received from affiliated companies (about KZT6 billion) as debt. We now exclude YDD Corporation's debt of KZT24.1 billion from KUS's off-balance-sheet debt for the forecast period, following the release of its asset pledge against YDD's debt in 2022.

Low leverage is mitigated by our expectations that the FFO interest cover will deteriorate towards the negative sensitivity of 3.5x by 2025, reflecting the higher interest-rate environment.

Material FX Risk: KUS is exposed to significant FX risk as revenue is generated in Kazakhstani tenge (KZT), while a large share of its debt is in Russian roubles (78% of total debt at end-June 2022). The tenge depreciation against the rouble (48% in 1H22) inflated KUS's rouble-denominated debt by around KZT31 billion in 1H22. Substituting FX debt with local-currency debt will improve the company's financial flexibility, but may worsen coverage metrics, due to higher interest rates.

Long-Term Generation Tariffs: Electricity generation tariffs are approved until end-2025, which adds visibility to the company's cash flows. From July 2022, electricity generation tariffs have been further revised upwards for KUS's generation companies, Karaganda Energotsentr (12%) and Ust-Kamenogorskaya TPP (11%). Fitch expects tariffs to grow at below inflation thereafter on the back of rising fuel costs.

Long-Term Distribution Tariffs: Electricity distribution tariffs for Mangistau Regional Electricity Network Company (MRENC; B+/Stable) and Karaganda Zharyk (KZh) are approved until 2025. MRENC's distribution tariffs were revised upwards by about 7% for legal entities in 2022, following a 25% increase in 2021. Legal entities account for about 90% of total distributed electricity volumes. For the remaining customers, including households and utilities companies, tariff increases were approved at 2%-5% annually over 2022-2025.

Vertical Integration; Small Scale: KUS's business profile benefits from vertical integration and its strong position in electricity generation, distribution and supply in the highly populated central Kazakhstan (Karaganda region), the south and eastern regions, and from a near-monopoly position in electricity transmission and distribution in the region of Mangistau, one of Kazakhstan's strategic oil- and gas-producing regions, which in total account for 35% of the country's population.

The business profile is constrained by KUS's small scale of operations relative to Kazakh peers such as JSC Samruk-Energy (BB/Positive) and Kazakhstan Electricity Grid Operating Company (KEGOC; BBB-/Stable).

Weak Corporate Governance: Fitch continues to view KUS's corporate governance as weak, reflecting a non-transparent ownership structure, and sizeable related-party and third-party transactions with limited disclosure and uncertain economic benefit to KUS. As a result, KUS has an ESG Relevance Score of '4' for Governance Structure and '4' for Group Structure.

Derivation Summary

KUS's closest peers are Kazakhstan-based utility holding JSC Samruk-Energy and transmission operator KEGOC. These peers have larger operations and wider geographical presences within Kazakhstan. KUS has a weaker corporate governance that Samruk-Energy and KEGOC due to credit-negative related-party transactions. KUS's financial profile is similar to that of Samruk-Energy, but weaker than that of KEGOC.

KUS is rated on a standalone basis. Samruk-Energy is rated three notches below the sovereign under our Government-Related Entities (GRE) Criteria. KEGOC is rated one notch below the sovereign under the GRE Criteria.

Key Assumptions

Fitch's Key Assumptions Within Our Rating Case for the Issuer:

Average GDP growth of 3.6% and CPI of 8.6% annually in 2022-2025

Electricity generation and distribution volumes to grow at low single-digit percentages in 2022-2025; flat heat generation volumes over the same period

Electricity generation tariffs to increase below inflation rates in 2023-2025; capacity tariffs to increase to KZT885k/MW in 2023 from KZT590k/MW

Electricity distribution tariff growth below inflation rates, as approved by the regulator until 2025

Cost inflation slightly below expected CPI

Capex averaging KZT32 billion per year over 2022-2025, in line with KUS's management guidance

Dividend payments of around KZT1 billion per year from 2023

No repayment of loans by third parties is assumed over 2022-2025

Cost of new debt at 15%

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Increased transparency of the ownership structure and generally stronger corporate governance, with significantly reduced related-party transactions

Improved credit metrics, with FFO gross leverage persistently below 3x and FFO interest coverage above 4.5x

Long-term predictability of the regulatory framework, with less political interference and a stronger operating environment

Improved overall liquidity position with better spread of debt maturities

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Deterioration of corporate governance (e.g. a significant increase in loans and guarantees to companies outside the company) leading to weaker-than-expected financial performance or aggressive M&A, resulting in FFO gross leverage persistently higher than 4x and FFO interest coverage below 3.5x

Worsening overall liquidity position

Best/Worst Case Rating Scenario

International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

Liquidity and Debt Structure

Weak Liquidity: At end-June 2022 KUS had about KZT5.9 billion of cash and cash equivalents and available uncommitted credit lines of around KZT5 billions with an availability period over one year. This, combined with expected positive FCF of around KZT6.8 billion over the next 12 months, is insufficient to fully cover scheduled short-term debt maturities of around KZT22.6 billion.

Debt mostly comprised secured loans from local banks, which are raised at both holdco and opco level and bonds at MRENC level. The largest creditors are Sberbank (KZT98.4 billion) and EBRD (KZT13.3 billion). Around 78% of debt is in Russian roubles, with the remainder raised in tenge and US dollars.

Issuer Profile

KUS is an integrated utility, with operations in electricity generation, distribution, and supply, across four regions in Kazakhstan, which in total account for 35% of the country's population.

Summary of Financial Adjustments

YDD Corporation loan included in off-balance-sheet debt at end-2021 as KUS's assets were pledged against this loan.

Interest-free short-term loan from related parties for working-capital needs reclassified to debt from other accounts payable.

Cash with restricted use reclassified to restricted cash from other current assets.

Sources of Information

The principal sources of information used in the analysis are described in the Applicable Criteria.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Limited Liability Partnership Kazakhstan Utility Systems has an ESG Relevance Score of '4' for Governance Structure and '4' for Group Structure due to non-transparent ownership structure and sizeable related party and third-party transactions. These factors have a negative impact on the credit profile and are relevant to the rating, in conjunction with other rating factors.

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

11

Fitch Assigns Palmer Square European Loan Funding 2022-3 DAC Final Ratings

Wed 26 Oct, 2022 - 10:54 am ET

Fitch Ratings - London - 26 Oct 2022: Fitch Ratings has assigned Palmer Square European Loan Funding 2022-3 DAC's notes final ratings, as listed below.

RATING ACTIONS

Entity / Debt

Rating

Palmer Square European Loan Funding 2022-3 DAC

A XS2531943087

LT

AAAsf

New Rating

B XS2531943244

LT

AAsf

New Rating

C XS2531943590

LT

Asf

New Rating

D XS2531943756

LT

BBB+sf

New Rating

E XS2531943913

LT

BBsf

New Rating

Subordinated XS2531944309

LT

NRsf

New Rating

Page

of 1

VIEW ADDITIONAL RATING DETAILS

Transaction Summary

Palmer Square European Loan Funding 2022-3 DAC is an arbitrage cash flow collateralised loan obligation (CLO) that is being serviced by Palmer Square Europe Capital Management LLC. Net proceeds from the issuance of the notes have been used to purchase a static pool of primarily secured senior loans and bonds, with a target par of EUR400 million.

KEY RATING DRIVERS

'B+/B' Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors in the 'B+'/'B' category. The Fitch weighted average rating factor (WARF) of the current portfolio is 22.88.

High Recovery Expectations (Positive): Senior secured obligations make up close to 100% of the portfolio. 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 current portfolio is 65.18%.

Diversified Portfolio Composition (Positive): The largest three industries comprise 36.03% of the portfolio balance, the top 10 obligors represent 10.41% of the portfolio balance and the largest obligor represents 1.25% of the portfolio.

Static Portfolio (Positive): The transaction does not have a reinvestment period and discretionary sales are not permitted. Fitch's analysis is based on the current portfolio and stressed by applying a one-notch reduction to all obligors with a Negative Outlook (floored at 'CCC'), which is 10.64% of the indicative portfolio. After the Negative Outlook adjustment, the WARF of the portfolio would be 23.60.

Deviation from MIR: The class B, D and E notes are rated one notch below their model. The one-notch deviation reflects the limited cushion on the Negative Outlook portfolio at the MIR and uncertain macro-economic conditions that increase end risk.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative rating action/downgrade:

A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to a downgrade of up to three notches for the rated notes.

Based on the actual portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better WARF of the identified portfolio compared with the Negative Outlook portfolio, the class B, C and E notes display a rating cushion of one notch.

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's portfolio based on Negative Outlook stress would lead to upgrades of up to four notches for the rated notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded.

Upgrades may occur in case of a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on the remaining portfolio.

Best/Worst Case Rating Scenario

International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

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

Palmer Square European Loan Funding 2022-3 DAC

The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities.

Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action

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.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and enforcement mechanisms (RW&Es) that are disclosed in the offering document and which relate to the underlying asset pool was not prepared for this transaction. Offering Documents for this market sector typically do not include RW&Es that are available to investors and that relate to the asset pool underlying the trust. Therefore, Fitch credit reports for this market sector will not typically include descriptions of RW&Es. For further information, please see Fitch's Special Report titled 'Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions'.

Additional information is available on www.fitchratings.com

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