S&P Global Ratings assigned a BB- rating to Golden Goose SpA’s proposed €880 million senior secured notes offering that will support its acquisition by China-based private equity firm HSG.
In December 2025, HSG signed a definitive agreement to acquire a majority stake in Italy-based global luxury goods company Golden Goose. The acquisition is due to close in the second quarter of 2026.
As part of the transaction, Golden Goose plans to issue new €880 million senior secured floating- and fixed-rate notes maturing in 2033. The issuer of the proposed notes will be GG12 SpA, the new ultimate parent of the new restricted group. The cash proceeds will fully repay the existing senior secured €480 million notes due 2031 and €35 million drawn under the existing revolving credit facility (RCF).
S&P said Golden Goose has a track record of strong operating performance, with revenues growing by a compound annual rate of above 20 percent over 2020-2025, and an S&P Global Ratings-adjusted EBITDA margin of close to 32 percent at year-end 2025. Accounting for the proposed acquisition, S&P said it estimated a material increase in adjusted debt to EBITDA to 4.4x at year-end 2026, up from about 3.1x in 2025, although it anticipates steady deleveraging thanks to growing EBITDA and the shareholders’ commitment to ongoing deleveraging.
S&P assigned a ‘BB-‘ long-term issuer credit rating to GG12 SpA, the new parent of restricted group and the issuer of the proposed notes. S&P also assigned its ‘BB-‘ issue rating and ‘3’ recovery rating to the proposed €880 million senior secured notes. At the same time, S&P affirmed the ‘BB-‘ issuer credit rating on Golden Goose SpA, the issuer of the existing notes.
The stable outlook reflects S&P’s expectation that the group will continue to outperform its addressable market, generating good revenue growth while maintaining adjusted EBITDA margins of 32 percent-33 percent over next two years.
S&P said in its analysis, “Golden Goose has a track record of strong operating performance. The company increased its net revenue by a compound annual rate of about 23 percent over 2017-2025, materially outperforming its addressable market. Over the past five years, revenues have risen to €734 million at year-end 2025 from €266 million in 2020. Revenue growth reflects store openings (232 stores as of year-end 2025, up from 123 in 2020), with an average of 20-22 new stores opening each year over the past five years. Positively, we note that higher sales volumes drove the majority of the revenue growth, while the contribution from annual price increases was limited to 2 percent-4 percent on average.
“At the same time, Golden Goose has above-average profitability, with the adjusted EBITDA margin close to 32 percent-33 percent. Profitability is mainly supported by the company’s direct-to-consumer (DTC) strategy and good operational efficiencies. Finally, the company has a good degree of vertical integration, as about 55 percent of its production is in-house, and this gives it control over product quality, traceability, and research and development. In 2023-2024, the company acquired Italian Fashion Team S.r.l. and Calzaturificio Sirio S.r.l. In our view, the proximity of the production operations reduces the complexity of the supply chain and allows the company to benefit from customer recognition of its products’ made-in-Italy status.
“Following the transaction, we anticipate that Golden Goose’s adjusted debt to EBITDA will increase materially within the 4.0x-4.4x range over 2026-2027, but remain sustainably below 4.0x thereafter. As part of the acquisition, we expect the company to issue €880 million in new senior secured notes and to repay its €480 million notes and the €35 million that it has drawn from the existing RCF. We expect adjusted debt to rise from €740 million in 2025 to about €1.2 billion at the end of 2026. S&P Global Ratings-adjusted debt for 2026 includes the €880 million proposed senior secured notes, about €15 million of factoring and supply chain financing, about €5 million relating to pensions and other liabilities, and about €270 million for lease liabilities. As per our methodology, we do not net cash available on the balance sheet (€94 million in 2025) considering the company’s financial sponsor ownership.
“Due to the material increase in the quantum of financial debt, we expect adjusted debt to EBITDA to rise from 3.1x in 2025 to about 4.4x in 2026 and approach 4.0x in 2027, with further deleveraging thereafter. The deleveraging trend mainly reflects an increase in EBITDA, with the adjusted EBITDA margin remaining broadly stable at 32 percent-33 percent over 2026-2027. At the same time, we expect a sequential increase in lease liabilities of about €30 million-€40 million per year to account for new store openings. Positively, we understand that HSG, the new controlling shareholder, is committed to steady deleveraging, and we do not assume any shareholder remuneration during our two-year forecast period.
“Golden Goose’s strategic priorities include further penetration of the DTC channel, with higher penetration within Asia-Pacific. As of today, Asia-Pacific accounts for about 12 percent of the total business. The company plans to increase its penetration in Asia-Pacific, with a focus on Mainland China, and leverage the local expertise of the new Asian owners. At the same time, we expect that the contribution from the wholesale channel will gradually reduce over time. It dropped from 53 percent of sales in 2020 to about 17 percent in 2025, and the company expects it to fall to about 11 percent by 2030.
“Golden Goose plans to increase its store footprint and e-commerce penetration. In 2025, the company opened 17 new stores, and as of year-end 2025, has 232 directly operated stores. It plans to open about 20 new stores per year over 2026–2030. Moreover, Golden Goose will also focus on store productivity, footprint optimization, and store renovation. Store productivity in Asia-Pacific is below average for both the overall group and its global peers.
“We expect Golden Goose to generate positive recurring FOCF, although its absolute value is limited and constrained by high capital expenditure (capex) and lease payments. Under our base-case scenario, we expect annual reported FOCF (before principal lease payments) of €70 million-€80 million, up from €50 million-€55 million in 2025. We then expect FOCF to gradually increase and approach €100 million at year-end 2028. We project that the company will generate FOCF after leases of €30 million-€50 million over the same period. We assume that lease payments will increase in tandem with the planned expansion in the number of stores. For the same reason, we expect higher capex over next two-to-three years, normalizing at around 7 percent of annual sales at the end of the business plan period in 2030.
“Golden Goose’s size and limited product and geographical diversification are the primary constraints on the business risk profile, in our view. The company has a limited size, with adjusted EBITDA approaching €250 million in 2025. Moreover, it has a single brand (Golden Goose) in one niche category (luxury sneakers). The company is increasing its exposure to ready-to-wear apparel, services, and accessories, although these categories are still quite limited in terms of their overall contribution (12 percent of the total business). We believe that the luxury casual footwear segment is a niche category where competition is elevated and subject to fashion trends and brand reputation. The company has some regional concentration, with North American and Europe, the Middle East, and Africa accounting for more than 85 percent of total sales, and limited exposure to the rest of world (China, Japan, and South Korea).
“The stable outlook reflects our expectation that Golden Goose will continue to outperform its addressable market and generate good revenue growth while maintaining adjusted EBITDA margins at 32 percent-33 percent over the next two years. In our base case, we project that debt to EBITDA will approach 4.0x by year-end 2027 and remain below 4.0x thereafter while the company generates positive FOCF, enabling it to self-fund its expansion strategy.”
Photo courtesy Golden Goose
