S&P Global Ratings affirmed Vista Global Holding at B+ this week while keeping the outlook negative. But let’s not mistake a held rating for a clean bill of health.
The agency’s own FFO-to-debt threshold, the metric it uses to anchor a B+ rating, is still being missed. S&P now conditions the B+ on Vista achieving a weighted-average FFO-to-debt ratio above 10% in 2026 and 2027, successfully refinancing its $500 million senior unsecured notes maturing in May 2027, and avoiding further deterioration in free operating cash flow or liquidity.
Miss any one of those and the rating drops.
That May 2027 maturity is not really a new variable. It is the same maturity I reported on earlier this month. On an April 7 investor call, CFO Charlotte Colhoun told investors the company could not get favorable refinancing terms in the current market, while simultaneously confirming that Vista was in discussions with bankers about a potential public listing. S&P’s action now puts that same maturity at the center of the rating’s survival.
S&P also noted that Vista’s convertible preferred equity, the $600 million raised from RRJ Capital in early 2025 and presented by management as a balance sheet fix, is classified as debt under the agency’s criteria; meaning credit ratios came in weaker than previously expected despite the deleveraging narrative. S&P was direct in its assessment: operating performance met prior expectations in fiscal 2025, but credit ratios were weaker than anticipated because debt levels were higher.
That is precisely the tension I identified in Vista’s 2025 audited financials. The going concern note in the annual report, signed off by PwC in Dubai, disclosed that refinancing risk on the 2027 maturity had been “mitigated” by an underwriting commitment from an unnamed shareholder. That language that stops short of describing fully committed, identified support. Vista has not named that shareholder in its filings and did not respond to anyalst and investors asking them to do so.
The S&P report also brings into sharper focus what the capital structure actually looks like in a downside scenario. The agency’s recovery analysis models an orderly unwinding around 2030 under a U.S. restructuring framework and shows creditor recovery below par, with losses embedded. Different instruments are treated differently: the BB- rating on Vista’s term loan reflects the security package supporting it, while the senior unsecured notes sit at a single-B rating with negligible recovery expectations under S&P’s framework. The unsecured noteholders, in a stress scenario, get back very little.
Also worth noting: Fitch and Kroll have both stopped covering Vista’s bonds. That withdrawal of independent rating coverage from a capital structure actively dependent on 2027 refinancing is not routine. It narrows outside scrutiny at exactly the moment when more scrutiny is warranted.
S&P has not downgraded Vista, the B+ issuer rating actually held. But it has now formally mapped the downside in enough detail that the structure of the problem is clear: elevated leverage, a 2027 maturity without a confirmed refinancing path, a preferred equity instrument that the market’s most prominent rating agency counts as debt, and an IPO being pursued while the balance sheet still needs fixing rather than after it has been fixed.
The bond market was already saying this. The going concern note was already saying this. Now S&P is saying it too–on the record.
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