251014.mbx

251014.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, October 14, 2025, Vol. 26, No. 205 Headlines G E R M A N Y ASTERIX HOLDCO: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable STEPSTONE GROUP: Moody's Cuts CFR to B2, Outlook Remains Stable I R E L A N D BAIN CAPITAL 2019-1: S&P Affirms 'B-(sf)' Rating on Class F Notes FIDELITY GRAND 2022-1: Fitch Assigns 'B-(EXP)' Rating on F-RR Notes FIDELITY GRAND 2022-1: S&P Assigns Prelim. 'B-' Rating on FRR Notes HAYFIN EMERALD VI: S&P Assigns Prelim. B-(sf) Rating on F-R Notes TAURUS 2021-2 SP: Moody's Affirms Ba3 Rating on EUR23.3MM E Notes N E T H E R L A N D S AMMEGA GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative MILA 2025-1: Moody's Assigns Ba1 Rating to 2 Tranches ORSINI HOLDCO: S&P Assigns Preliminary 'B' Rating, Outlook Stable N O R W A Y AUTOMATE INTERMEDIATE II: Moody's Hikes CFR to Ba2, Outlook Stable R U S S I A IPOTEKA-BANK: Fitch Rates USD300MM & UZS1.2TT Unsec. Notes 'BB' S L O V E N I A GORENJSKA BANKA: S&P Rates Proposed EUR50MM Tier 2 Sub. Notes 'B+' S P A I N SANTANDER CONSUMER 2025-1: Fitch Rates Class E Notes 'BB+' TENDAM BRANDS: Moody's Withdraws 'Ba3' Corporate Family Rating S W I T Z E R L A N D VERISURE MIDHOLDING: Moody's Upgrades CFR to Ba1, Outlook Stable T U R K E Y AYDEM YENILENEBILIR: Fitch Rates USD50MM 9.8% Notes Due 2030 'B' U N I T E D K I N G D O M BLITZEN SECURITIES 1: Fitch Lowers Rating on Class F Notes to CCC CLINIGEN: S&P Affirms 'B' LT ICR After Acquisition of SSI Strategy DENDRA SYSTEMS: FRP Advisory Named as Administrators MELIOR LABS: Begbies Traynor Named as Administrators MORGLAS ABS 2025-1: Fitch Assigns 'B(EXP)sf' Rating on Cl. F Notes NEWDAY GROUP: S&P Withdraws 'B+' LongTerm Issuer Credit Rating NEXUS UTILITIES: Moorfields Named as Administrators PREMIER MBP: Oury Clark Named as Administrators VENATOR MATERIALS: Moody's Withdraws 'C' Corporate Family Rating - - - - - ============= G E R M A N Y ============= ASTERIX HOLDCO: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on Asterix Holdco AG and its 'B+' issue rating on the debt issued by its subsidiary, Asterix Acquico. S&P said, "We revised the outlook to stable from negative and this reflects our view that the group will build on its brand strength and strengthening its positions across both the D2C and B2B channels. This should sustainably expand its earnings base such that over the next 12-18 months it maintains S&P Global Ratings-adjusted EBITDA margins of about 20%, FOCF of about EUR70 million-EUR90 million, and leverage of 3.0x-3.5x. "We revised our base-case forecast for Asterix HoldCo, this reflects the improved resilience of its earnings and growth potential as the group expands the reach of its well-recognized brands across both the direct-to-consumer (D2C) and business-to-business (B2B) channels. Credit metrics will remain largely commensurate with the rating level due to continual focus on cash generation and moderate financial policy. "For full-year 2025, we forecast revenue growth of 25% and S&P Global Ratings-adjusted margins of 20%, up from 17% in 2024. We note that the group's track record of operational improvements and careful working capital management are supported by the current year trading and we expect free operating cash flow (FOCF) to debt of about 11% and S&P Global Ratings-adjusted leverage of 3.2x at year-end 2025, below the last 12 months June leverage of about 3.4x. We assume that the earnings growth trend will continue over our forecast horizon, and the U.S. business will have a cash-neutral impact. "We think that the group has evolved into a more resilient business, underpinned by the acceleration of the B2B sales channel and ability to pass on volatile raw material prices, which combined we expect to translate to S&P Global Ratings-adjusted EBITDA margins of 20% in 2025. Despite weak macroeconomic developments with customers deferring discretionary spending and trading down, in first-half 2025 (ending June 2025) Asterix achieved revenue growth of 45% and management-adjusted EBITDA margin of 22%--a more than 600-basis-point (bps) improvement year on year. This is because it gained more active customers in its D2C business, succeeded in passing through commodity price inflation via optimized pricing strategy, capitalized on operating leverage and continued expanding its B2B business. The combination of revenue growth accompanied with improved margins support our view of a more resilient business, driven by its brand equity that allows for pricing power to pass on volatile raw material costs. We therefore forecast S&P Global Ratings-adjusted EBITDA margins will improve in the full year 2025 to 20%, up from 17% in 2024. "The swift deleveraging to 3.2x after the debt financed acquisition in the U.S. and shareholder renumeration in March 2025 underpins our financial policy assessment. In March 2025, Asterix issued debt to pay EUR300 million to its immediate parent company Asterix Investments S.a.r.l. (not rated) via the full repayment of the shareholder loan (EUR259 million at end 2024) and an additional EUR35 million loan from Asterix HoldCo. While we view the recapitalization as a constraint, we think that this transaction still points to a conservative leverage for a sponsor-owned group because we expect a reduction to 3.2x in 2025. Part of the upstreamed cash was used to acquire a stake of 73% in the RAW/BUM Energy group in the U.S. Under our current analysis, we do not include the U.S. operations in Asterix Holdco's adjusted credit metrics, but we assess that the creditworthiness of the wider group would not differ from Asterix given the current limited size of the U.S. business and the financial-sponsor ownership. We understand that there is no debt at the group level besides the shareholder loans above Asterix Investments and that the performance of the U.S. operations has also been in line with our expectations. We therefore do not expect any cash leakage from the Asterix group to fund the U.S. operations, earn outs, or minority interest purchases. "FOCF to debt to approach 11% in 2025 on the back of higher profitability and effective working capital management. S&P Global Ratings-adjusted FOCF has turned positive to more than EUR64 million in 2024 after a negative FOCF of about EUR5 million in 2023. Despite our expectation of further EBITDA growth to EUR203 million in 2025, we anticipate that FOCF will only increase modestly to EUR73 million in 2025. This is due to the increased interest following the recapitalization in March 2025, which has subsequently been repriced in September 2025 to 375 bps, and due to growth in its B2B business that we expect to result in a working capital increase. Therefore, we anticipate that FOCF to debt will increase to 11.0% in 2025 and 13.6% in 2026. We now see a track record of earnings and positive FOCF over the last five quarters, translating to substantial cash of EUR95 million as of June 2025. "We think that Asterix has solidified its position in Germany, Austria, and Switzerland, however, the operating model and international growth could result in earnings volatility. The group relies on social media to advertise their product and is therefore more exposed to a virality phenomenon that can greatly boost sales--as evidenced by the growth in sales to about EUR1 billion in the last 12 months to June 2025 from EUR450 million in 2022--but can also translate into rapid erosion if the products sold become badly perceived, for example, due to the behavior of key community leaders. With the diversification of the community leader base and the acceleration of the B2B business, which contributed about 23% of group revenue in 2024, the reliance is expected to decrease somewhat. While not a key contributor yet, the group's significant growth opportunities in international markets could further diversify and scale its business. However, we are cautious about the inherent risk as expansions can result in exceptional expenses and higher-than-anticipated marketing and fulfillment expense if growth aspirations are not achieved, which could dilute margins from our current expectations of 20% S&P Global Ratings-adjusted EBITDA margin. "The stable outlook reflects our view that the group will build on its brand strength and strengthening its positions across both the D2C and B2B channels. This should sustainably expand its earnings base such that over the next 12-18 months it maintains S&P Global Ratings-adjusted EBITDA margins of about 20%, FOCF of about EUR70 million-EUR90 million, and leverage of 3.0x-3.5x. "We could lower the rating if the group did not perform according to our expectations, because of, for example, social media turmoil, a loss of key community leaders or market share, or a more aggressive financial policy leading to debt-financed distributions, acquisitions, or additional debt raised above the restricted group." Specifically, S&P could lower its rating if: -- S&P Global Ratings-adjusted debt to EBITDA approached 5.0x; -- S&P Global Ratings-adjusted FOCF deteriorated such that FOCF to debt approached 5%; or -- S&P observes a weakening liquidity profile. A positive rating action would hinge on the financial sponsor relinquishing control over the company, accompanied by a financial policy to sustain adjusted leverage well below 4.0x and strong S&P Global Ratings-adjusted FOCF. While unlikely over the next 12-24 months we could consider a higher rating if the company were to drastically expand its scale and business diversity alongside sustainably strong profitability and cash generation, leading to a substantially stronger business profile. STEPSTONE GROUP: Moody's Cuts CFR to B2, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings has downgraded The Stepstone Group Midco 1 GmbH's (Stepstone) long-term Corporate Family Rating to B2 from B1 and its Probability of Default Rating to B2-PD from B1-PD. Stepstone is a leading digital recruiting platform with operations in Germany and other EMEA countries, and a provider of programmatic recruitment solutions in North America. Concurrently, Moody's have downgraded to B2 from B1 the ratings on the EUR1,350 million backed senior secured term loan B (TLB), the $600 million backed senior secured TLB and on the EUR300 million backed senior secured revolving credit facility (RCF), all due in 2031 (with the RCF maturing 6 months before the TLBs) and borrowed by The Stepstone Group Midco 2 GmbH. The outlook of all entities remains stable. "The downgrade reflects the significant revenue and EBITDA underperformance in 2025 amid a weaker than anticipated demand for recruitment services owing to a more challenging macroeconomic environment in Germany, its core market. As a result, credit metrics are weaker than expected with gross leverage at around 7.0x in 2025," says Agustin Alberti, a Moody's Ratings Vice President-Senior Analyst and lead analyst for Stepstone. "While Moody's expects a recovery in operating performance over the next 12-18 months, leverage will remain outside the boundaries for the previous B1 rating, while visibility remains limited," adds Mr. Alberti. RATINGS RATIONALE The current challenging economic environment has led to a continued decrease in demand for recruitment services, impacting Stepstone's revenue and EBITDA generation. Moody's estimates a c.14% decline in revenues for 2025 driven by a substantial decrease in demand for recruitment services, particularly in Germany, its home market. This has been partially offset by solid organic growth in its US division. This decline in revenues contrasts with Moody's prior expectation of stable revenues back in November 2024, as Moody's were expecting some recovery of the job recruiting market throughout 2025. Despite EBITDA margins holding at a high level of around 36% (Moody's adjusted) supported by cost reduction measures and efficiency plans, Moody's now expect the company to report a Moody's adjusted EBITDA for 2025 of EUR285 million compared to around EUR340 million Moody's expected back in November 2024. As a result, the company's Moody's adjusted gross debt to EBITDA will rise to 7.0x in 2025 (6.5x in 2024), compared to Moody's last year's estimate of 5.8x. Moody's expects the company's Moody's adjusted free cash flow (FCF) to be positive at around EUR35 million in 2025, but Moody's estimates that it would have been slightly negative on a proforma basis (if the company would have paid interests for the full year under the new capital structure instead of 9 months) compared with Moody's previous expectation of EUR55 million. Moody's projects that revenues will increase by 10% in 2026, driven by improving macroeconomic trends in Germany thanks to the implementation of the fiscal package approved in March 2025, particularly through increased investment in the defense and infrastructure sectors. Moody's expects that German GDP growth will accelerate to 1.4% in 2026 compared to 0.3% in 2025, although unemployment will remain stable at around 3.8%. Moody's projects that Moody's EBITDA margins will improve towards 40% supported by the increase in revenue and the benefits of the efficiency plans. Moody's estimates that Stepstone's gross debt/EBITDA ratio (Moody's-adjusted) will improve to 5.8x in 2026, still outside the boundaries for the previous B1 rating. Moody's base case scenario does not factor in any distribution to shareholders or any debt-financed acquisitions, which could delay this leverage reduction path, as Moody's understands that the main priority will be deleveraging. Stepstone's B2 rating is supported by (1) the company's strong position as the leading provider of online recruiting services in Germany, as well as its leadership position in the US programmatic recruiting segment through Appcast; (2) its good brand awareness, long-standing client relationships and low churn rate among large customers; (3) the secular industry growth driven by the increasing adoption of online recruitment services and sustained demand for skilled labour; (4) its flexible cost structure with high proportion of variable costs that can be adjusted during periods of challenging business conditions; and (5) its high EBITDA margins and moderate capital spending requirements, which results in positive FCF generation. Conversely, the ratings are constrained by (1) the company's moderate scale when compared with large and well-capitalised global players such as LinkedIn (owned by Microsoft Corporation, Aaa stable) and Indeed (owned by Recruit Holdings Co., Ltd., A3 stable); (2) the highly competitive environment and threat of new disruptive technologies and business models, (3) the exposure to the cyclical employment market, which is visible in the weak revenue performance between 2023 and 2025; and (4) the high leverage of 7.0x and weaker than expected FCF generation. LIQUIDITY Stepstone's liquidity is good, supported by a cash balance of EUR98 million as of June 2025, access to a EUR300 million undrawn RCF, and long-dated maturities with the RCF and the TLBs maturing in 2031. Moody's forecasts that the group's FCF (Moody's-adjusted) will improve to around EUR60 million in 2026 with FCF/debt at 3%. The RCF is subject to a net leverage springing covenant set at 9.75x, with ample headroom at closing, tested only when the RCF is drawn by more than 45%. STRUCTURAL CONSIDERATIONS The B2-PD probability of default rating is in line with the B2 CFR, reflecting the 50% family recovery rate that Moody's uses for all first-lien bank debt covenant-lite capital structures. The EUR1,925 million equivalent TLB and the EUR300 million RCF are rated B2, in line with the company's CFR. All facilities are guaranteed by the company's subsidiaries and benefit from a guarantor coverage of not less than 80% of the group's consolidated EBITDA. The security package includes key shares, receivables and material bank accounts. Moody's notes the presence of EUR522 million outstanding PIK notes (unrated) at the shareholder company, Traviata B.V. (Traviata), outside of the restricted group defined by the lenders of Stepstone. While the PIK instrument is sitting outside of the restricted group, it represents an overhang for Stepstone, as it could be refinanced within the restricted group once sufficient financial flexibility develops. However, Moody's notes that Traviata also owns a majority equity stake in AVIV Group MidCo GmbH (B3 stable), a real estate online portal. RATIONALE FOR STABLE OUTLOOK The stable outlook is based on Moody's expectations that Stepstone will maintain its solid market positioning in the different markets where it operates, the job recruiting market will start recovering in 2026 and the company will progressively reduce leverage and improve its FCF generation. The stable outlook does not factor in any distribution to shareholders or debt-financed acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if (1) the company reports steady revenue growth while maintaining high margins and leading market shares; (2) improves its credit metrics on a sustainable basis such that its Moody's-adjusted debt/EBITDA ratio drops below 5.0x, and generates positive FCF such that its FCF/Debt ratio (Moody's adjusted) improves above 5%; and (3) it maintains a good liquidity position. Moody's notes that the PIK instrument outside of the restricted group represents an overhang for Stepstone and could constrain upward rating pressure in the future. The rating could be downgraded if: (1) Stepstone's competitive profile weakens, leading to a material erosion in market share; (2) the company's operating performance fails to recover or is not sufficient to improve its credit metrics such that its Moody's-adjusted debt/EBITDA ratio remains above 6.5x or is unable to generate positive FCF on a sustained basis; or (3) its liquidity weakens. The rating could also be downgraded if the company undertakes debt funded acquisitions or makes distributions to shareholders which delay Moody's deleveraging expectations. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. 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 Düsseldorf, Germany, the Stepstone Group is the leading German online job platform and a leading provider of programmatic powered recruitment solutions in North America. It also operates more than 20 job marketplaces in EMEA. After the split from Axel Springer SE (Axel Springer), the company is majority owned and controlled by KKR & CO INC and CPP Investments. In 2024, the company generated EUR903 million of revenue and EUR336 million of company-adjusted EBITDA. ============= I R E L A N D ============= BAIN CAPITAL 2019-1: S&P Affirms 'B-(sf)' Rating on Class F Notes ----------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Bain Capital Euro CLO 2019-1 DAC's class B notes to 'AAA (sf)' from 'AA (sf)', class C notes to 'AA- (sf)' from 'A (sf)', and class D notes to 'A- (sf)' from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes, 'BB (sf)' rating on the class E notes, and 'B- (sf)' rating on the class F notes. The rating actions follow the application of S&P's global corporate CLO criteria, and our credit and cash flow analysis of the transaction based on the August 2025 trustee report and the ratings S&P uses in its analysis is as of Sept. 16, 2025. Since the closing date in December 2019: -- The weighted-average rating of the portfolio remains unchanged at 'B'. -- The number of performing obligors has decreased to 128 from 145. -- The portfolio's weighted-average life has decreased to 3.23 years from 5.51 years. -- The percentage of 'CCC'-rated assets has increased to 8.56% from 1.00% of the performing balance. -- The liabilities decreased by EUR107.96 million, while the assets declined by 117.60 million, resulting in a EUR9.64 million loss, equivalent to -2.41% of the aggregate collateral balance since closing. Following the deleveraging of the senior notes, the class A to E notes benefit from higher levels of credit enhancement compared with closing. The available credit enhancement for the class F notes is now commensurate with a lower stress level than at closing, due to the increase in defaulted assets. Credit enhancement Current amount Class (mil. EUR) Current (%) At closing in 2019 (%) A 142.04 49.70 37.50 B 40.00 35.54 27.50 C 27.60 25.76 20.60 D 23.40 17.48 14.75 E 21.00 10.04 9.50 F 10.40 6.36 6.90 M-1 32.10 N/A N/A M-2 0.50 N/A N/A N/A--Not applicable. The scenario default rates (SDRs) have decreased for all rating scenarios primarily due to a reduction in the weighted-average life since the closing date (3.34 years from 5.51 years). Portfolio benchmarks SPWARF 2,845.25 Default rate dispersion 671.31 Weighted-average life (years) 3.23 Obligor diversity measure 102.01 Industry diversity measure 18.63 Regional diversity measure 1.20 SPWARF--S&P Global Ratings' weighted-average rating factor. On the cash flow side: -- The reinvestment period for the transaction ended in April 2024. -- The class A notes have deleveraged by EUR107.96 million since closing, equivalent to an outstanding note factor of 56.8%. -- No class of notes is currently deferring interest. All coverage tests are passing as of the August 2025 trustee report. Transaction key metrics* Total collateral amount (mil. EUR)* 282.40 Defaulted assets (mil. EUR) 4.64 Number of performing obligors 128 Portfolio weighted-average rating B 'AAA' SDR (%) 57.11 'AAA' WARR (%) 36.44 *Performing assets plus cash and expected recoveries on defaulted assets. SDR--Scenario default rate. WARR--Weighted-average recovery rate. In S&P's view, the portfolio is diversified across obligors, industries, and asset characteristics. S&P said, "In our credit and cash flow analysis, we considered the transaction's available current cash balance of approximately EUR27.28 million, as per the August 2025 trustee report. However, since February 2025 the collateral manager has hardly used the principal proceeds for reinvestment following the failure of the collateral quality test, including the weighted-average life test. Additionally, as per the transaction documents, proceeds not reinvested post the reinvestment period shall be disbursed in accordance with the principal proceeds priority of payments on the following payment date. "We considered the collateral quality test failure and the fact that most of the available principal proceeds were used to repay the notes. Therefore, while potential reinvestments may prolong the note repayment profile for the most senior class, we have considered as a base case, the possibility for the structure to amortize all of its proceeds on the following payment date. Additionally, we considered other scenarios in which the full amount of principal cash is reinvested. "Our base case credit and cash flow analysis indicates that the available credit enhancement for the class A and B notes is sufficient to withstand the credit and cash flow stresses that we apply at the 'AAA' rating level. We therefore affirmed our 'AAA (sf)' rating on the class A notes and raised to 'AAA (sf)' from 'AA (sf)' our rating on the class B notes. "Our cash flow analysis indicates that the available credit enhancement for the class C notes could withstand stresses commensurate with a higher rating level than that assigned. However, we considered several key factors, including the cushion between our break-even default rates (BDRs) and the SDRs, the tranche's relative seniority, available credit enhancement, and the current macroeconomic environment. Therefore, we limited our upgrade and raised our rating on the class C notes to 'AA- (sf)' from 'A (sf)'. "Our base case credit and cash flow analysis indicates that the available credit enhancement for the class D notes is sufficient to withstand the stresses that we apply at the 'A-' rating level. We therefore raised our rating on the class D notes to 'A- (sf)' from 'BBB (sf)'. "For the class E notes, our base case and reinvested cash scenario analysis indicate that available credit enhancement is not commensurate with the current 'BB-' rating level. However, given that the collateral quality test failure limits the collateral manager's ability to reinvest principal proceeds, most of the principal proceeds will instead be diverted toward paying down the notes, further deleveraging the senior notes. We expect this to improve the available credit enhancement and cash flow results for the class E notes." Moreover, when incorporating recoveries on defaulted assets based on the current class E rating level of 'BB', the class E notes could withstand stresses consistent with their current rating level. In addition, when cash flows were modeled assuming a shorter default timing pattern, reflecting the current weighted-average life of 3.23 years, the class E notes could withstand stresses consistent with their current rating level. Therefore, S&P affirmed its 'BB (sf)' rating on the class E notes. For the class F notes, S&P's credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. It therefore applied its 'CCC' rating criteria, and considered the following key factors: -- The tranche's 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. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- Assuming full pay down of current cash proceeds, S&P's model generated BDR at the 'B-' rating level of 16.22% (for a portfolio with a weighted-average life of 3.23 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 3.23 years, which would result in a target default rate of 10.34%. -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. Having considered the above, S&P affirmed its 'B- (sf)' rating on the class F notes. The transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in S&P's structured finance sovereign risk criteria. Counterparty, operational, and legal risks are adequately mitigated in line with its criteria. Bain Capital Euro CLO 2019-1 DAC is a European cash flow CLO transaction that securitizes loans granted to primarily speculative-grade corporate firms. The transaction is managed by Bain Capital Credit U.S. CLO Manager, LLC. FIDELITY GRAND 2022-1: Fitch Assigns 'B-(EXP)' Rating on F-RR Notes ------------------------------------------------------------------- Fitch Ratings has assigned Fidelity Grand Harbour CLO 2022-1 DAC reset notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Fidelity Grand Harbour CLO 2022-1 DAC A-RR XS3176731241 LT AAA(EXP)sf Expected Rating B-RR XS3176731597 LT AA(EXP)sf Expected Rating C-RR XS3176731837 LT A(EXP)sf Expected Rating D-RR XS3176732058 LT BBB-(EXP)sf Expected Rating E-RR XS3176732215 LT BB-(EXP)sf Expected Rating F-RR XS3176732488 LT B-(EXP)sf Expected Rating Sub Notes-RR XS3176732728 LT NR(EXP)sf Expected Rating Transaction Summary Fidelity Grand Harbour CLO 2022-1 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of corporate rescue loans, senior unsecured, mezzanine, second-lien loans and high-yield bonds. Net proceeds from the note issue will be used to redeem the existing notes and to fund a portfolio with a target size of EUR400 million. The portfolio manager is Fidelity CLO Advisers LP. The collateralised loan obligation will have a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 25.3. 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 weighted average recovery rate of the identified portfolio is 62.5%. Diversified Portfolio (Positive): The transaction will include concentration limits in the portfolio, including a top 10 obligor concentration limit at 22.5% and 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 will have a 4.5-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date, to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL 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 rating impact on the class A-RR notes, lead to a downgrade of two notches each for the class B-RR and C-RR notes, of one notch each for the class D-RR and E-RR notes, and to below 'B-sf' for the class F-RR 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 rated notes each have a rating cushion of up to two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches each for the class B-RR and C-RR notes, three notches each for the class A-RR and D-RR notes, and to below 'B-sf' for the class E-RR and F-RR 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 at all rating levels would result in upgrades of up to four notches, 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, except for the 'AAAsf' notes, may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Fidelity Grand Harbour CLO 2022-1 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. FIDELITY GRAND 2022-1: S&P Assigns Prelim. 'B-' Rating on FRR Notes ------------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Fidelity Grand Harbour CLO 2022-1 DAC's class A-R-R to F-R-R European cash flow CLO notes. At closing, the issuer will have unrated subordinated notes outstanding from the existing transaction and will issue additional notes at closing. This transaction is a reset of the already existing transaction that closed in September 2022. The existing classes of notes will be fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. Under the transaction documents, the rated notes and loan will pay quarterly interest unless a frequency switch event occurs. Following this, the notes and loan will permanently switch to semi-annual payments. The portfolio's reinvestment period ends approximately 4.5 years after closing, and its non-call period ends 1.5 years after closing. The preliminary ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,748.66 Default rate dispersion 558.80 Weighted-average life (years) 4.79 Obligor diversity measure 114.69 Industry diversity measure 19.37 Regional diversity measure 1.23 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.16 Target 'AAA' weighted-average recovery (%) 37.18 Target weighted-average spread (net of floors; %) 3.80 Target weighted-average coupon (%) 3.26 Rationale S&P said, "Our preliminary ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. We expect the portfolio to be well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "Until the end of the reinvestment period in April 15, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes and loan. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "Following the end of the reinvestment period, certain assets can be substituted as long as they meet the reinvestment criteria. In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.70%), the covenanted weighted-average coupon (3.25%), and the actual weighted-average recovery rates at all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to E-R-R notes benefits from break-even default rate and scenario default rate cushions that we would typically consider commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes and loan. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "At closing we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote. The issuer is expected to be a special-purpose entity that meets our criteria for bankruptcy remoteness. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our preliminary ratings are commensurate with the available credit enhancement for the class A-R-R to F-R-R notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-R-R to E-R-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-R notes." The transaction securitizes a portfolio of primarily senior secured leveraged loans and bonds. The transaction will be managed by Fidelity CLO Advisers LP. Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Prelim Prelim amount Credit Indicative Class rating* (mil. EUR) enhancement (%) interest rate§ A-R-R AAA (sf) 248.00 38.00 3mE +1.32% B-R-R AA (sf) 44.00 27.00 3mE +1.85% C-R-R A (sf) 24.00 21.00 3mE +2.25% D-R-R BBB- (sf) 28.00 14.00 3mE +3.00% E-R-R BB- (sf) 18.00 9.50 3mE +5.10% F-R-R B- (sf) 12.00 6.50 3mE +8.10% Sub. Notes NR 34.95 N/A N/A *The preliminary ratings assigned to the class A-R-R, and B-R-R notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C-R-R to F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semi-annual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month EURIBOR. HAYFIN EMERALD VI: S&P Assigns Prelim. B-(sf) Rating on F-R Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Hayfin Emerald CLO VI DAC's class X, A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer will have unrated subordinated notes outstanding from the existing transaction and will not issue additional subordinated notes. This transaction is a reset of the already existing transaction. The existing classes of notes will be fully redeemed with the proceeds from the issuance of the replacement notes. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs, upon which the notes pay semiannually. This transaction has a one-year non-call period, and the portfolio's reinvestment period will end three years after closing. The preliminary ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds 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 S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings weighted-average rating factor 2,601.76 Default rate dispersion 711.89 Weighted-average life (years) 4.08 Obligor diversity measure 124.48 Industry diversity measure 17.05 Regional diversity measure 1.20 Transaction key metrics Total par amount (mil. EUR) 403.17 Defaulted assets (mil. EUR) 9.98 Number of performing obligors 163 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.48 'AAA' actual portfolio weighted-average recovery (%) 37.39 Actual weighted-average spread (%) 3.57 Actual weighted-average coupon (%) 2.96 Rating rationale S&P said, "Our preliminary ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. We expect that the portfolio will primarily comprise broadly syndicated speculative-grade senior secured term loans and bonds on the effective date. 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 EUR397.18 million par amount, calculated as the sum of the EUR393.18 million performing balance and the recovery value of defaulted assets. We also used the actual weighted-average spread (3.57%), the actual weighted-average coupon (2.96%), and the actual portfolio weighted-average recovery rates for all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "We expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our counterparty criteria. "Following the application of our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk to be limited at the assigned preliminary ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "Until the end of the reinvestment period on Oct. 15, 2028, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "We expect the transaction's legal structure to be bankruptcy remote, in line with our legal criteria. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-1-R to E-R notes could withstand stresses commensurate with higher preliminary ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned preliminary ratings on the notes. The class X and A-R notes can withstand stresses commensurate with the assigned preliminary ratings. "For the class F-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 21.66% (for a portfolio with a weighted-average life of 4.08 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.08 years, which would result in a target default rate of 13.06%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class X to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Hayfin Emerald CLO VI is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued by speculative-grade borrowers. Hayfin Emerald Management LLP will manage the transaction. Ratings Prelim Prelim amount Credit Indicative Class rating* (mil. EUR) enhancement (%) interest rate§ X AAA (sf) 2.00 N/A Three/six-month EURIBOR plus 0.85 A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.25 B-1-R AA (sf) 28.40 28.40 Three/six-month EURIBOR plus 1.95 B-2-R AA (sf) 10.00 28.40 4.55 C-R A (sf) 24.00 22.40 Three/six-month EURIBOR plus 2.40 D-R BBB- (sf) 29.60 15.00 Three/six-month EURIBOR plus 3.20 E-R BB- (sf) 16.80 10.80 Three/six-month EURIBOR plus 5.90 F-R B- (sf) 13.20 7.50 Three/six-month EURIBOR plus 8.00 Sub. Notes NR 35.80 N/A N/A *The preliminary ratings assigned to the class X, A-R, B-1-R, and B-2-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §Solely for modeling purposes as the actual spreads may vary at pricing. 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. TAURUS 2021-2 SP: Moody's Affirms Ba3 Rating on EUR23.3MM E Notes ----------------------------------------------------------------- Moody's Ratings has affirmed the ratings of five classes of Notes issued by Taurus 2021-2 SP DAC: EUR71.7M (Current outstanding amount EUR43.1M) Class A Notes, Affirmed Aa3 (sf); previously on Jan 23, 2025 Affirmed Aa3 (sf) EUR9.4M (Current outstanding amount EUR6.1M) Class B Notes, Affirmed Aa3 (sf); previously on Jan 23, 2025 Affirmed Aa3 (sf) EUR8M (Current outstanding amount EUR5.2M) Class C Notes, Affirmed A3 (sf); previously on Jan 23, 2025 Affirmed A3 (sf) EUR20.5M (Current outstanding amount EUR13.4M) Class D Notes, Affirmed Baa3 (sf); previously on Jan 23, 2025 Affirmed Baa3 (sf) EUR23.3M (Current outstanding amount EUR15.2M) Class E Affirmed Ba3 (sf); previously on Jan 23, 2025 Affirmed Ba3 (sf) RATINGS RATIONALE The affirmation of the rating of Class A Notes follows Moody's recents upgrade of Spain's government bond rating and the increase of Spain's country ceiling to Aaa from Aa1. One of the factors leading to the upgrade was the strengthening of the Spanish banking sector. Given the concentrated exposure to a single loan, concerns regarding the banking sector's condition were one of the factors in constraining the ratings of the Class A and Class B Notes to four notches above Spain's government bond rating. Given the stronger banking sector and the increased country ceiling, the ratings are no longer constrained by country risk. However, the rating on the Class A Notes remains constrained by the size of the liquidity facility, which is not consistent with a Aaa rating. As a result, the rating on the Class A Notes is affirmed at Aa3 (sf). The affirmation of the ratings on the Class B, Class C, Class D, and Class E Notes is supported by the continued overall stability of the underlying portfolio since the last rating affirmation, together with a persistently elevated vacancy rate of currently 21.4% and the uncertainty of repayment at the extended loan maturity in September 2027, following the failure to repay the loan at its original maturity date in September 2024. Moody's loan to value ratio of the securitized loan is 61.0% compared to a reported 48.9% based on a reported valuation as of October 2024. Taurus 2021-2 SP DAC is a single borrower transaction secured by six office properties located around Madrid in Spain. The loan sponsor is Starwood Capital Group. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "EMEA Commercial Mortgage-backed Securitisations" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Main factors or circumstances that could lead to a downgrade of the ratings are generally (i) a decline in the property values backing the underlying loan, (ii) an increase in default risk assessment, (iii) changes to the ratings of some transaction counterparties; and (iv) given the exposure to Spain an increase in sovereign risk. Main factors or circumstances that could lead to an upgrade of the ratings are generally (i) an increase in the property values backing the underlying loan and (ii) a decrease in the default probability driven by improving loan performance or decrease in refinancing risk. ===================== N E T H E R L A N D S ===================== AMMEGA GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative --------------------------------------------------------------- S&P Global Ratings revised its outlook on Dutch belting producer Ammega Group B.V. to negative from stable and affirmed its 'B-' ratings on the company and its term loan B (TLB). The recovery rating on the TLB remains at '3' (rounded estimate: 50%). The negative outlook reflects that S&P could lower its rating on Ammega within the next 12 months if the expected end-market recovery doesn't yield the anticipated improvement in the company's earnings and cash flow, and its FFO cash interest coverage ratio stays below 1.5x and its FOCF remains negative. Ammega Group B.V.'s earnings and cash flows remain challenged by slower-than-expected recovery of its underlying end markets, and although we forecast that Ammega's operating performance and credit metrics will improve in 2025 versus the subdued levels reported in 2024, they will remain below our thresholds for the 'B-' rating, with funds from operations (FFO) interest coverage still below 1.5x and negative free operating cash flow (FOCF). Ammega's gradual improvement in credit metrics will be key to restore rating headroom. Lower-than-expected profitability in 2024 resulted in adjusted leverage reaching 11.4x. This is higher than our previous expectation of leverage reducing to about 8x. The leverage increase stems from prolonged soft economic conditions in the global belting market, as well as destocking effects in distribution channels due to pre-buying effects in from 2022 and 2023, when supply chains were constrained. This impacted global demand for Ammega's products, as well as the company's performance. S&P said, "We now expect S&P Global Ratings-adjusted EBITDA of EUR150 million-EUR160 million for 2025 and EUR165 million-EUR185 million for 2026, which should lead to FFO cash interest coverage of about 1.3x in 2025 and about 1.5x in 2026, which we consider weak levels for the current rating. We also forecast that our adjusted leverage will decrease to approximately 9.6x-10.0x in 2025 and further to 8.6x-9.0x in 2026 on the back of increasing revenue and higher profitability." Additionally, the negative outlook reflects that Ammega generated negative FOCF of about EUR38 million in 2024, which is significantly less than our previous expectation of positive EUR15 million-EUR20 million, primarily due to lower-than-expected profitability, cost reductions, and high cash interest expenses, but partly offset by lower capital expenditure (capex). S&P said, "We expect the company to keep the capex level flat in the next two years at about EUR25 million to further support the cash flow generation. That said, we forecast that FOCF generation will somewhat improve but remain negative in 2025, before turning slightly positive in 2026 on the back of improving profitability and slightly lower cash-paying interest." Ammega's operating performance relies on better market conditions and execution of its cost-saving program. In 2024, Ammega's revenue declined by about 7% to about EUR954 million. In the first half of 2025, Ammega reported a revenue decline of 2.2% year on year, mainly driven by a decrease in the Americas and Asia-Pacific regions due to current uncertainties and delay in investment decisions. Starting in the second half, we expect a notable increase in demand leading revenue to increase by about 3% in 2025 and 1%-2% in 2026 due to our expectation of gradually improving end-market dynamics, higher investment spending, and restocking in distribution channels. The increase is also supported by high level of replacement and service revenue, which accounts for more than two-thirds of total revenue. S&P Global Ratings-adjusted EBITDA margin is expected to increase by about 200 basis points in 2025 and 2026 year on year, supported by growing volumes, pricing measures, and benefits from ongoing cost-saving measures. That said, our adjusted EBITDA margins for Ammega should improve to 15.5%-16.0% in 2025 and 17.0%-18.0% in 2026. S&P said, "We still assess Ammega's liquidity position as adequate, supported by its long-dated debt maturity profile. Ammega's TLB2 amounting to EUR966 million and TLB3 amounting to EUR250 million both mature in December 2028 and the revolving credit facility (RCF) is due in June 2028. "We believe the direct impact of trade tariffs on Ammega's earnings will be limited. Approximately 40% of Ammega's revenue is generated in the Americas, with an established manufacturing footprint in the U.S., enabling a local-for-local production model. Thus, the company's exposure to tariff-related costs is constrained across three key areas. First, raw materials directly imported and subject to tariffs represent a negligible portion of total material costs. Second, finished product imports from Europe are relatively small, totaling to a single-digit million-dollar value annually. Finally, exports from China to the U.S. not material to the company's overall financial performance. Consequently, we view Ammega's tariff exposure as manageable and unlikely to significantly affect our credit assessment. "The negative outlook indicates that we could lower our rating on Ammega within the next 12 months if the company is unable to improve its operating performance due to a prolonged challenging operating environment, persistent high exceptional costs, or a failure to realize anticipated cost-savings benefits, translating into its FFO cash interest coverage remaining below 1.5x or its FOCF staying negative. "We could lower our rating on Ammega if the company fails to demonstrate a gradual improvement in operating performance as expected in our base case, despite challenging market conditions. This could materialize if Ammega's adjusted FFO cash interest coverage stays below 1.5x or if its FOCF stays negative. We could also lower our rating if Ammega's liquidity position weakens. "We could revise the outlook to stable if Ammega's operating performance strengthens, with sustained positive FOCF and FFO cash coverage improving above 1.5x." MILA 2025-1: Moody's Assigns Ba1 Rating to 2 Tranches ----------------------------------------------------- Moody's Ratings has assigned the following definitive ratings to Notes issued by Mila 2025-1 B.V.: EUR264M Class A asset-backed notes 2025 due December 2042, Definitive Rating Assigned Aaa (sf) EUR9M Class B asset-backed notes 2025 due December 2042, Definitive Rating Assigned Aa2 (sf) EUR7.5M Class C asset-backed notes 2025 due December 2042, Definitive Rating Assigned A1 (sf) EUR12M Class D asset-backed notes 2025 due December 2042, Definitive Rating Assigned Baa2 (sf) EUR4.5M Class E asset-backed notes 2025 due December 2042, Definitive Rating Assigned Ba1 (sf) EUR3M Class F asset-backed notes 2025 due December 2042, Definitive Rating Assigned Ba1 (sf) Moody's have not assigned rating to the EUR4.5M Class X notes 2025 due December 2042, which are also issued at the closing of the transaction. RATINGS RATIONALE The transaction is a 12-month revolving cash securitisation of unsecured consumer loans extended by Lender & Spender B.V. (not rated) to obligors in the Netherlands. The originator will also act as the servicer of the portfolio during the life of the transaction. As of September 29, 2025, the portfolio of EUR286M shows 100% performing contracts with a weighted average seasoning of around 6 months. The portfolio consists of fixed rate amortizing loans (100%) which have equal instalments during the life of the loan. At closing, the portfolio of EUR286M is below the total collateralized Note size of EUR300M, the remaining proceeds from the Notes issuance will remain within the Issuer and will be used to purchase additional receivables in compliance with the replenishment criteria during the revolving period. According to us, the transaction benefits from credit strengths such as: (i) a granular portfolio, (ii) a simple product mix with a portfolio of amortizing fixed rate loan products, and (iii) a significant level of excess spread at closing. Furthermore, the Notes benefit from a cash reserve funded at closing at 1.5% of the initial Notes balance of the Class A to F Notes. The reserve will mainly provide liquidity to pay senior expenses, hedging costs and the coupon on the Class A to E Notes. However, Moody's notes that the transaction features some credit weaknesses such as: (i) a small and unrated originator, (ii) a revolving period of 12 months, (iii) a pro rata principal repayments of the Class A to F Notes, and (iv) a risk of potential servicing disruption mitigated by the presence of Trustmoore SFCM Netherlands B.V. as back-up servicer facilitator. Moody's analysis focused, among other factors, on: (1) an evaluation of the underlying portfolio of financing agreements, (2) the macroeconomic environment, (3) historical performance information, (4) the credit enhancement provided by subordination, cash reserve and excess spread, (5) the liquidity support available in the transaction through the reserve fund, and (6) the legal and structural integrity of the transaction. MAIN MODEL ASSUMPTIONS Moody's determined the portfolio lifetime expected defaults of 2.5%, a recovery rate of 15.0% and Aaa portfolio credit enhancement ("PCE") of 16.0% related to the receivables. The expected defaults and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults, recoveries and PCE are parameters used by us to calibrate Moody's lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate Consumer ABS. Portfolio expected defaults of 2.5% are better than the EMEA Consumer ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account: (i) historical performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations, such as the revolving period. Portfolio expected recoveries of 15.0% are in line with the EMEA Consumer ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account: (i) historical performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations. PCE of 16.0% is in line with the EMEA Consumer ABS average and is based on: (i) Moody's assessments of the borrower credit, (ii) the replenishment period of the transaction, and (iii) benchmark transactions. The PCE level of 16.0% results in an implied coefficient of variation ("CoV") of 58%. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was "Moody's Approach to Rating Consumer Loan-Backed ABS" published in July 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that may cause a downgrade of the ratings include a decline in the overall performance of the portfolio and a meaningful deterioration of the credit profile of the originator and servicer Lender & Spender B.V. ORSINI HOLDCO: S&P Assigns Preliminary 'B' Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B' rating to Orsini Holdco B.V. -- the parent of HSO -- and its debt. The stable outlook is based on S&P's expectation that HSO will maintain organic revenue growth of over 10% a year, while maintaining broadly stable margins. S&P anticipates that in 2026 adjusted debt to EBITDA will decrease to about 5.0x and adjusted EBITDA cash interest coverage will be 2.0x-3.0x. Bain Capital plans to finance its acquisition of HSO, a leading Microsoft Dynamics software integrator, using a proposed debt package that includes a EUR430 million first-lien term loan B, EUR100 million multicurrency revolving credit facility (RCF), and EUR80 million first-lien delayed draw term loan. Under Bain's ownership, S&P anticipates that HSO's financial policy will be more aggressive and that its capital structure will be highly leveraged, with an S&P Global Ratings-adjusted leverage ratio of 5.7x in 2025. HSO has been able to harness its strong technical and industry capabilities, and its privileged relationship with Microsoft, to capitalize on positive market developments. That said, the market is fragmented and HSO is smaller than some of its competitors, which operate globally and are better capitalized. The company concentrates on a single vendor and has relatively low recurring revenue due to its reliance on project-based operations. The 'B' preliminary rating reflects HSO's highly leveraged capital structure following its acquisition by private equity firm Bain Capital. S&P said, "We anticipate that leverage will spike to 5.7x in 2025, from 1.7x in 2024, following the proposed issuance of a EUR430 million first-lien term loan B to finance the transaction. Thereafter, we project that adjusted debt to EBITDA will gradually drop below 5x by 2027." The proposed debt package also includes a EUR100 million multicurrency RCF, a EUR80 million first-lien delayed draw term loan, and EUR25 million in preference shares. S&P said, "We expect HSO to achieve robust revenue growth of 13.5% in 2025 and 10% in 2026-2027, fueled by the acquisition of new customers and by cross-selling opportunities with existing customers. We forecast that our adjusted EBITDA margin for HSO will remain stable, at about 18%, over the next three years. Although personnel expenses will increase, this is likely to be offset by operating leverage and price increases. "At 18%, HSO's margins significantly exceed those of its IT services peers; this, combined with its asset light operations and low working capital intensity, supports our view that free operating cash flow (FOCF) generation will be solid. HSO's IT services peers include Lutech SpA, which has an adjusted EBITDA margin of 10%; Devoteam Group SAS (11%); UST Holdings Ltd. (10%-12%); and Capgemini SE (15%). We attribute HSO's stronger margins to its solid positioning as one of the leading system integrators for Microsoft products--this boosts its pricing power in its niche market. In addition, HSO's marketing expenses are relatively low. A significant proportion of its contracts are awarded following a recommendation from Microsoft followed by a tender process, which reduces its client acquisition expenses. HSO's business model as a services company features low capital expenditure (about 1% of annual sales), and limited working capital outflows (about 2%) because the company is paid throughout the life cycle of the projects to which it contributes. Therefore, we forecast that HSO will generate annual FOCF of EUR30 million in 2025-2026 and EUR40 million in 2027." HSO has a niche focus on project-based services with low recurring revenue and faces competition from significantly larger and better capitalized firms in a fragmented market. HSO generated revenue of EUR440 million in 2024, including contributions from its bolt-on acquisitions. Some of its competitors are significantly larger and more diversified within the IT services space--for example, Accenture (revenue of EUR59 billion in 2024), Capgemini (EUR20 billion), and Wipro (EUR10 billion). All of these firms have more capital than HSO, which strengthens their ability to withstand potential market volatility. Furthermore, HSO also competes with regional players and operates in a fragmented market. HSO's recurring revenue is about 25%, lower than most of its tech peers, which limits its revenue visibility over the medium term. That said, HSO has a leading position as a Microsoft software integrator thanks to its strong technical and industry capabilities. It has over 30 years of experience across multiple sectors and industries, and operates across various geographies. Thus, it differentiates itself from larger competitors through its expertise with the Microsoft Dynamics 365's product suite and related services, which it has demonstrated by its completion of complex global projects. At the same time, it can distinguish itself from regional players by its global presence, which has enabled it to become one of the leading Microsoft Dynamics partners globally. HSO's strong record of growth and successful international expansion stems from its privileged relationship with Microsoft. HSO grew by 20% a year, on average, between 2020 and 2024. Most of its growth has been organic and it has successfully expanded internationally, evolving from a Netherlands-based company to a geographically balanced group. HSO has been a member of Microsoft's Inner Circle for almost 20 years and is a member of Microsoft's Advisory Council. This gives it access to key decision-makers and constitutes a competitive advantage against smaller players. HSO is well positioned to capture growth arising from positive market developments such as cloud migration, process automation, and AI. S&P said, "We expect HSO's addressable markets to grow by about 9% per year until 2029, driven by customer demand for operational automation and cloud environment migration. This, in turn, will enable the implementation of AI agents within workflows. Microsoft's strong record of growth supports our view that HSO is well-positioned to capitalize on these market trends. We expect HSO to grow slightly faster than the market average by combining the acquisition of new customers with cross-selling Microsoft solutions to its existing customer base." S&P said, "Our preliminary rating also reflects HSO's private equity ownership, which will likely limit any meaningful and sustainable reduction in leverage. Although we think HSO has the capability to organically reduce leverage below 5x over the next couple of years, its financial policy may constrain the pace of any deleveraging. The company may pursue acquisitions that will support its growth opportunities and ownership by private equity firm Bain Capital could mean a more-aggressive policy on shareholder remuneration. "The stable outlook is based on our expectation that HSO will maintain organic revenue growth of over 10% a year, while maintaining broadly stable margins. We anticipate that, in 2026, adjusted debt to EBITDA will decrease to about 5.0x and adjusted EBITDA cash interest coverage will be 2.0x-3.0x. "We could lower the ratings if adjusted debt to EBITDA increased above 7.0x, or if adjusted EBITDA cash interest coverage decreased below 2.0x. This could occur if HSO undertakes a material debt-funded acquisition or aggressive shareholder distributions. Although unlikely, it could also occur if HSO's relationship with Microsoft were to deteriorate, so that its revenue growth and market position weakened. "We could raise the rating if HSO maintained adjusted debt to EBITDA at 5.0x or below and adjusted EBITDA cash interest coverage above 3.0x, while adhering to a financial policy in line with these metrics." =========== N O R W A Y =========== AUTOMATE INTERMEDIATE II: Moody's Hikes CFR to Ba2, Outlook Stable ------------------------------------------------------------------ Moody's Ratings has upgraded Automate Intermediate Holdings II S.a.r.l.'s (AutoStore) corporate family rating to Ba2 from Ba3 and its probability of default rating to Ba2-PD from Ba3-PD. The ratings of its senior secured bank credit facilities remain unchanged; Moody's expects to withdraw these instrument ratings following the completion of the refinancing. The outlook remains stable. AutoStore's instrument ratings, including its Ba3 senior secured revolving credit facility and senior secured term loan B ratings with a stable outlook have been reviewed in the rating committee and remain unchanged. Moody's expects to withdraw the instrument ratings following the refinancing. "A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee." RATINGS RATIONALE The CFR upgrade reflects Moody's expectations that, following the refinancing and partial repayment of its senior secured term loans, AutoStore will meet Moody's upgrade guidance, including leverage with Moody's-adjusted debt/EBITDA below 2.0x and Moody's adjusted free cash flow to debt above 15%. These metrics signal a meaningful improvement in the company's financial profile and support the higher rating. AutoStore continues to benefit from solid demand for automated warehousing solutions, driven by its end customers' need for efficiency and space optimization. However, broader macroeconomic uncertainty has tempered revenue growth in recent quarters and may continue to affect the company in the next 12 months. AutoStore's recent financial performance has been mixed, with declines in revenue and margin. The margin decline was partly due to a one-time inventory write-down, as well as $10–12 million in transformation initiatives, primarily related to headcount reductions. These costs were partially offset by the exclusion of Ocado Group plc litigation expenses, which had been added back in prior periods. AutoStore's Ba2 CFR reflects its strong competitive position in a rapidly expanding niche market for warehouse automation technology. The company benefits from scalable operations that allow it to grow efficiently, with relatively low costs associated with expansion. Its geographic and customer diversification further supports its resilience, enabling it to serve a broad range of end-users across different regions. Despite these credit strengths, AutoStore's ratings also considers several credit challenges. The company's scale remains moderate, even though it is growing quickly. Its business model is largely based on one-off system sales, which limits recurring revenue and exposes it to fluctuations in economic cycles. Additionally, AutoStore relies heavily on its intellectual property and on a limited group of partners, which are key to its distribution model and create some concentration risk. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Moody's views governance as one of the key considerations for the rating action, including AutoStore's expected material paydown of its debt with cash on hand as part of the refinancing transaction, as well as the company's track record of maintaining ample liquidity. LIQUIDITY Liquidity remains very good, supported by strong cash generation and access to committed credit facilities. This track record has been a key factor in the company's resilience through market cycles. AutoStore has received commitments to underwrite new bank facilities totaling $500 million to refinance an equivalent of $450 million Term loan B due July 2026. The new facilities are currently being syndicated among bank participants on a private basis. RATING OUTLOOK The stable outlook reflects Moody's expectations that AutoStore will maintain its improved credit metrics and liquidity profile over the next 12–18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade would require a substantial increase in AutoStore's scale and higher share of recurring revenues. A rating upgrade would also require Moody's adjusted debt/EBITDA to decrease sustainably from the current level (pro forma for refinancing), Moody's-adjusted free cash Flow/debt to be sustained above 25% and for AutoStore's liquidity to remain very good. Moody's could downgrade the ratings if AutoStore fails to achieve organic revenue growth over the medium term, the order book substantially decreases or profitability deteriorates. A downgrade could result from an increase in Moody's-adjusted debt/EBITDA above 2.0x on a sustained basis, Moody's-adjusted free cash flow/debt sustainably decreasing below 15% or any deterioration in liquidity. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. 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. Founded in 1996 and headquartered in Nedre Vats, Norway, AutoStore is a market-leading software and robotics company that provides automation technology to warehouse and distribution facilities. With around 1,650 installations in 58 countries, AutoStore is the world's fastest-growing warehouse system. During the year ended December 31, 2024, AutoStore generated $601 million of revenue and a company-adjusted EBITDA of $283 million. The company is listed on the Euronext Oslo stock exchange with its largest shareholders being the investment firm SoftBank Group Corp. and private equity firm Thomas H. Lee Partners, L.P. On September 30, 2025, the company's market capitalisation was around NOK33 billion, equivalent to about $3.3 billion. =========== R U S S I A =========== IPOTEKA-BANK: Fitch Rates USD300MM & UZS1.2TT Unsec. Notes 'BB' --------------------------------------------------------------- Fitch Ratings has assigned Joint-Stock Commercial Mortgage Bank Ipoteka-Bank's (Ipoteka) USD300 million 6.45% senior unsecured notes due October 9, 2030 and UZS1.2 trillion 17.50% senior unsecured notes due October 9, 2028 final ratings of 'BB'. The assignment of the final ratings follows the receipt of documents conforming to information already received. The final ratings are the same as the expected ratings. Key Rating Drivers The notes' ratings are in line with Ipoteka's Long-Term Foreign-Currency Issuer Default Rating (LTFC IDR) of 'BB', as they represent unconditional, senior unsecured obligations of the bank, which rank pari passu with its other senior unsecured obligations. For the soum-denominated bonds, the coupon payments and principal repayment are required to be made in US dollars at the average of the Central Bank of Uzbekistan's USD/UZS exchange rate over the five business days ending four business days before each settlement date. The issue terms do not contain an option allowing Ipoteka to make settlements on the bonds in soum. Fitch would therefore treat a situation when the bank is unable to meet its US dollar obligations on the soum-denominated bonds (whether for issuer-specific reasons or because of broader transfer or convertibility restrictions) as an event of default. fITCH also highlights the soum-denominated bonds' embedded market risk from the perspective of US dollar investors. Ipoteka's 'BB' LTFC IDR reflects Fitch's assessment of potential support from the bank's majority shareholder, OTP Bank Plc., as captured by its 'bb' Shareholder Support Rating. This view is based on the bank's majority ownership by OTP, the strategic relevance of the Uzbek market to the group, and the relatively low cost of potential support, given Ipoteka's modest contribution to group assets (end-1H25: 3%). Ipoteka is included in OTP's resolution group which further reinforces the likelihood of parental support. The terms of both notes include covenants that restrict Ipoteka from engaging in mergers, asset sales, and affiliate transactions, and require the maintenance of capital adequacy ratios above regulatory thresholds, as well as the provision of periodic financial disclosures. The notes also incorporate early redemption features, permitting Ipoteka to redeem them at set periods before maturity. Additionally, noteholders are provided with a put option for redemption if both a change of control occurs, and an adverse ratings event arises as a result of the change of control. For more details on Ipoteka's ratings see Fitch's rating action commentary dated 24 September 2025 ('Fitch Affirms Ipoteka-Bank at 'BB'; Outlook Stable'). Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The senior unsecured debt ratings could be downgraded if Ipoteka's LTFC IDR was downgraded. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The senior unsecured debt ratings could be upgraded if Ipoteka's LTFC IDR was upgraded. Date of Relevant Committee 23-Sep-2025 Public Ratings with Credit Linkage to other ratings Ipoteka's IDRs are driven by potential support from OTP. 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 ----------- ------ ----- Joint-Stock Commercial Mortgage Bank Ipoteka-Bank senior unsecured LT BB New Rating BB(EXP) =============== S L O V E N I A =============== GORENJSKA BANKA: S&P Rates Proposed EUR50MM Tier 2 Sub. Notes 'B+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating to the proposed EUR50 million Tier 2 nondeferrable, subordinated notes issued by Slovenia-based Gorenjska Banka d.d. (GB; BB+/Stable/--). The rating is subject to our review of the final issuance documentation. In accordance with S&P's criteria for hybrid capital instruments, the 'B+' issue rating reflects its analysis of the proposed instrument and its assessment of GB's 'bb+' stand-alone credit profile (SACP). The issue rating is three notches below the SACP, due to the following deductions: -- Two notches because of the notes' contractual subordination with respect to the bank's senior obligations and the 'bb+' starting point of GB; and -- One notch because the notes contain a statutory loss absorption feature with write-down or conversion of claims, which could be triggered at the "point of non-viability" of GB through declaration by the competent authorities responsible for the resolution of the bank. S&P said, "When evaluating the instrument, we believe there are no additional nonpayment risks that would justify the deduction of additional notches to those noted above. "We understand that the instrument will be eligible as Tier 2 regulatory capital for GB. However, given the notes' lack of going-concern loss absorption, we do not include them in our calculation of the bank's total adjusted capital. Instead, it is eligible for GB's additional loss-absorbing capacity (ALAC), which was 2.4% of S&P Global Ratings risk-weighted assets at year-end 2024 and well below the relevant threshold of 4.0% for ALAC uplift." ========= S P A I N ========= SANTANDER CONSUMER 2025-1: Fitch Rates Class E Notes 'BB+' ---------------------------------------------------------- Fitch Ratings has assigned Santander Consumer Spain Auto 2025-1, Fondo de Titulización final ratings as listed below. Entity/Debt Rating Prior ----------- ------ ----- Santander Consumer Spain Auto 2025-1, FT Class A1 ES0305923007 LT AAAsf New Rating AAA(EXP)sf Class A2 ES0305923015 LT AAAsf New Rating AAA(EXP)sf Class B ES0305923023 LT AAsf New Rating AA(EXP)sf Class C ES0305923031 LT A-sf New Rating A-(EXP)sf Class D ES0305923049 LT BBBsf New Rating BBB(EXP)sf Class E ES0305923056 LT BB+sf New Rating BB+(EXP)sf Transaction Summary Santander Consumer Spain Auto 2025-1, FT is a securitisation of fully amortising vehicle loans originated in Spain by Santander Consumer Finance, S.A. (SCF; A/Stable/F1) to Spanish residents. SCF is ultimately owned by Banco Santander, S.A. (A/Stable/F1). The portfolio comprises new and used car loans, and motorcycle loans. KEY RATING DRIVERS Blended Asset Assumptions: Fitch has set default and recovery rates for each product separately to reflect the different performance expectations and considering SCF's historical data, Spain's economic outlook and the originator's underwriting and servicing strategies. For the pool, Fitch calibrated a blended base-case lifetime default rate of 6.6% and a base case recovery rate of 58.9%, reflecting the larger exposure to new car loans (52.3% in volume terms) compared with used car (38.4%) and motorcycle (9.3%) loans. Short Revolving Period: The deal has a short revolving period of less than three months, until December 2025, in which new receivables can be purchased by the special purpose vehicle. Fitch considers any credit risk linked to the revolving period as sufficiently captured by the default rate multiples and, therefore, have not assumed a stressed portfolio in relation to the limits permitted by the transaction covenants. Fitch estimates that about 6% of the portfolio balance will be replenished at the end of the revolving period, assuming a prepayment rate of 8%. Pro Rata Note Amortisation: The class A to D notes will be repaid pro rata from the first payment date after the end of the revolving period unless a sequential amortisation event occurs, mainly defined in relation to portfolio performance metrics, such as a principal deficiency ledger (PDL) or cumulative losses exceeding certain thresholds. Fitch views these triggers as robust enough to prevent the pro rata mechanism from continuing on early signs of performance deterioration. The tail risk posed by the pro rata pay-down is mitigated by the mandatory switch to sequential amortisation when the portfolio balance falls below 10% of the initial balance. Payment Interruption Risk Mitigated: The cash reserve fund is adequate to mitigate the payment interruption risk in a servicer disruption. It is available to cover senior costs, net swap payments (if any) and interest due on the collateralised notes over three months, a period that is sufficient to implement an alternative arrangement. 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 recoveries or portfolio yield - Reduced excess spread and the late receipt of recovery cash flows, for the class D notes, particularly towards the end of the transaction's life. This considers the thin layer of credit enhancement available to the class D notes, which is only provided by a reserve fund. Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E): Increase default rates by 10%: 'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BB+sf' Increase default rates by 25%: 'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Increase default rates by 50%: 'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'BB+sf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E): Reduce recovery rates by 10%: 'AAAsf'/'AAsf'/'A-sf'/'BBBsf'/'BB+sf' Reduce recovery rates by 25%: 'AAAsf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Reduce recovery rates by 50%: 'AA+sf'/'Asf'/'BBB-sf'/'BB+sf'/'BB+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%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Increase default rates by 25% and reduce recovery rates by 25%: 'AAsf'/'Asf'/'BBB-sf'/'BB+sf'/'BB+sf' Increase default rates by 50% and reduce recovery rates by 50%: 'Asf'/'BBBsf'/'BBsf'/'B-sf'/'BB+sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A notes are rated at the highest level on Fitch's scale and cannot be upgraded. For the remaining class notes, increasing credit enhancement ratios as the deal deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher ratings will result in upgrades: Expected impact on the notes' ratings of reduced defaults and increased recoveries (class A/B/C/D/E). Reduce default rates by 25% and increase recovery rates by 25%: 'AAAsf'/'AAAsf'/'AAsf'/'A+sf'/'BB+sf'. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings affecting 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 other information provided to us about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for its analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations 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. TENDAM BRANDS: Moody's Withdraws 'Ba3' Corporate Family Rating -------------------------------------------------------------- Moody's Ratings has withdrawn all the ratings of Tendam Brands S.A.U. (Tendam or the company), including the Ba3 corporate family rating and the Ba3-PD probability of default rating. Prior to withdrawal, the outlook was 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). COMPANY PROFILE Tendam, headquartered in Madrid, Spain, is an international apparel retailer with presence in more than 80 countries worldwide. The company designs, sources, markets, sells and distributes fashionable premium apparel for men and women at affordable prices. ===================== S W I T Z E R L A N D ===================== VERISURE MIDHOLDING: Moody's Upgrades CFR to Ba1, Outlook Stable ---------------------------------------------------------------- Moody's Ratings has the upgraded Verisure Midholding AB's (Verisure) long-term corporate family rating to Ba1 from B1 and its probability of default rating to Ba1-PD from B1-PD. At the same time, Moody's upgraded the ratings of the backed senior secured bank credit facilities and the backed senior secured notes issued by Verisure Holding AB to Ba1 from B1. Furthermore, Moody's upgraded the ratings of the senior unsecured notes issued by Verisure Midholding AB to Ba3 from B3. The outlook on both entities is stable, previously the ratings were on review for upgrade. This rating action concludes the review for upgrade that Moody's initiated on September 17, 2025. RATINGS RATIONALE The upgrade follows the completion of the company's initial public offering (IPO) and the listing of its parent Verisure P.l.c. shares on the Nasdaq Stockholm exchange. The IPO raised EUR3.1 billion in primary proceeds, with plans to use the majority of those funds to repay about EUR2.8 billion of debt. The upgrade follows the completion of Verisure's IPO, which enhances the company's financial flexibility through access to public equity markets, significantly reduces its leverage, and improves its liquidity. Moody's anticipates that the company's Moody's-adjusted debt-to-EBITDA ratio will decrease to about 3.2x by the end of 2025, down from 5.3x in December 2024. Moody's expects leverage to fall further to well below 3x over the next 18 months, driven by continued earnings growth. This debt reduction should also enhance the company's interest coverage metrics, with Moody's-adjusted EBITA-to-interest that Moody's expects to exceed 6x within the next 18 months, compared to 2.4x in 2024. From 2026 onwards, Moody's foresees the company generating positive Moody's adjusted free cash flow, marking a turnaround from its history of consistently producing negative free cash flow in recent years. ESG CONSIDERATIONS Governance is a key driver for the rating action given Verisure has adopted a conservative financial policy following its IPO. The company aims to reduce its net leverage to approximately 2.50x to 2.75x by the end of 2026, down from about 3.0x immediately post-IPO, and plans to maintain net leverage around 2.5x thereafter. Verisure intends to uphold a progressive dividend policy, targeting ordinary dividend payouts of about 30 to 40 per cent of adjusted net profit. The company plans to initiate its dividend in the second half of 2026. In the medium term, it may also return excess capital to shareholders through share buybacks and special dividends, while consistently adhering to its 2.5x net leverage target. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects the assumption that Verisure will sustain strong operating performance, keep leverage within Moody's guidance for the Ba1 rating category, and maintain good liquidity. LIQUIDITY Moody's considers the company's liquidity to be good. As of June 30, 2025, after accounting for EUR313.3 million in IPO proceeds used to repay drawings under the backed senior secured revolving credit facility (RCF) and additional IPO proceeds intended to fund EUR133 million in cash on the balance sheet, the company is expected to have EUR154 million in cash on hand. Additionally, it will have full drawing capacity under its proposed EUR950 million backed senior secured RCF. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Verisure establishes a track record as a public company with solid performance and consistent EBITDA growth while maintaining a Moody's-adjusted debt-to-EBITDA ratio below 2.75x. An upgrade would also require demonstrating adherence to its financial policy and consistently generating substantial positive Moody's-adjusted free cash flow. For an upgrade, Verisure would need a capital structure consistent with an investment-grade rating and a significantly reduced influence of existing shareholders on the board. The ratings could be downgraded if Verisure's revenue and EBITDA deteriorate, or if the company pursues an overly aggressive customer acquisition strategy that causes the Moody's-adjusted debt-to-EBITDA ratio to exceed 3.5x on a sustained basis. Consistently negative Moody's-adjusted free cash flow or weak liquidity could also prompt a downgrade. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. 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. PROFILE Headquartered in Versoix, Switzerland, Verisure is a leading provider of professionally monitored alarm solutions. The company designs, sells, and installs alarm systems, offering ongoing monitoring services to residential and small business customers across 17 countries in Europe and Latin America. In the last twelve months ending June 30, 2025, Verisure generated approximately EUR3.6 billion in revenue. =========== T U R K E Y =========== AYDEM YENILENEBILIR: Fitch Rates USD50MM 9.8% Notes Due 2030 'B' ---------------------------------------------------------------- Fitch has assigned Aydem Yenilenebilir Enerji Anonim Sirketi's USD550 million 9.875% notes due 2030 a final senior unsecured rating of 'B' with a Recovery Rating on the notes of 'RR4'. The notes' final rating reflects their final terms. The issue rating is aligned with Aydem's Issuer Default Rating (IDR) of 'B' with Positive Outlook. The IDR reflects Aydem's large exposure to the Turkish economy, small domestic market share, decreasing share of feed-in tariffs (FiT)-eligible generation, and rising FX risks. Rating strengths are low offtake risk, supportive regulation, a strong asset base with high profitability, and consistently positive free cash flow (FCF). The Positive Outlook reflects its expectation of stronger credit metrics from 2026, due mainly to moderate capex. The rating trend will mainly depend on the pace of Aydem's deleveraging, while its exposure to merchant prices and FX gradually rises due to the expiry of FiT. Key Rating Drivers Final Terms of Notes: The notes constitute direct, secured, unsubordinated and unconditional obligations of Aydem. They rank pari passu among themselves and equally with all other unsecured and unsubordinated obligations, and are subordinated to existing or future debt secured by liens not forming part of the collateral. The proceeds are used to purchase all existing notes totalling USD539 million and to pay fees related to the new issuance. The bond amortises in five equal instalments of 7.5% of the issue size, beginning in March 2028, with the rest payable at maturity in September 2030. Bondholder Protection: Bondholders benefit from a comprehensive set of high-yield covenants. These include a cumulative cap on dividend payments, an additional debt incurrence cap with specific net debt/EBITDA ratios (3.75x in year 1, 3.5x in year 2, 3.25x in year 3, and 3.0x thereafter), which if breached would also prevent distributions. It includes specific covenants restricting related-party transaction. Weaker 1H25 Results: Aydem's performance in 1H25 was below its forecast, due mainly to weaker hydrology and softer spot electricity prices. Generation in 1H25 was 1,170 GWh, 12% lower than a year ago, and EBITDA was USD65 million. Aydem expects electricity production to largely recover in 2H25, backed by strong electricity generation in the second and third quarters. Fitch expects EBITDA of USD120 million-125 million for 2025, reflecting lower output in 1H25, its estimate of merchant prices, and premiums achieved. Reduced cash flow from operations will lead to funds from operations (FFO) net leverage of 4.5x at end-2025, which is adequate for the rating. Stronger Financial Profile: Fich forecasts the company to deleverage from 2026, with a FFO net leverage average of 3.7x in 2026-2028, below its positive sensitivity, supporting the Positive Outlook. In the rating case this would be backed by higher production, expected cash flow from operations of USD85 million-90 million a year, and capex for wind and hybrid projects averaging only USD24 million a year. Fitch forecasts FFO interest coverage at about 2.6x on average over 2026-2028, slightly above the positive sensitivity of 2.5x. Rising Merchant Exposure: At 30 June 2025, Aydem's average remaining FiT period was 1.3 years. Fitch forecasts the share of FiT-eligible revenue to fall to 43% in 2025 and 11% in 2027-2028, from 72% in 2024, as FiTs for its hydro and wind plants gradually expire. The increasing merchant exposure will also raise FX risk, which historically has largely been neutralised by the indexation of FiT-based production. In November 2024 Fitch tightened the company's debt capacity for the 'B' rating by 0.5x to reflect its rising merchant exposure and FX risk. Premium Over Merchant Prices: Merchant prices are about USD69/MWh in 2025, while Aydem's average selling price is higher at USD83/MWh. This is a result of peak price effects (hydro power plants with reservoir capacity can optimise their generation profile during peak price periods), premium on bilateral agreements with related-party supply companies, and ancillary services at Goktash hydro power plants. Fitch forecasts Aydem's effective selling price at USD78/MWh over 2026-2028, accounting for mechanisms that allow production to be sold on average above the merchant price. Moderate Capex Programme: In 2025-2028 Aydem plans to put into operation 140MW of new capacity in hybrid solar and wind plants. Fitch therefore forecasts cumulative growth capex of USD89 million in 2025-2028, with most of it to be spent in 2026-2027. Aydem has cut back its capex programme since 2021, when it had planned to commission around 700MW by 2023, underlining its disciplined approach to growth and leverage. New Capacity Boosts Diversification: On 30 August 2025 hydro plants represented 71% of Aydem's installed capacity, down from 84% at end-2021. Hydro output depends on weather and drives cash flow volatility; however, it has a very long residual life. Hydro should fall to 64% by 2028, while wind and solar should rise to 36%, making Aydem's generation more diversified (also geographically across Turkiye) and production less volatile. However, the company is still exposed to merchant price risk. Optional Battery and Renewable Projects: Aydem has optional projects of 500MW each in battery storage and additional renewable capacity in solar and wind. This project is not part of its rating case. Its potential USD400 million cost will require debt funding, resulting in leverage inconsistent with an upgrade. However, Fitch would expect management to pursue mitigating actions if the project goes ahead, based on its plan to gradually deleverage to net debt/EBITDA of below 3.5x. Peer Analysis Aydem shares the same operating and regulatory environment in Turkiye, and has comparable scale and market share, as Zorlu Enerji Elektrik Uretim A.S. (B+/Stable) and Limak Yenilenebilir Enerji Anonim Sirketi (Limak; BB-/Negative). Zorlu and Limak benefit from higher revenue visibility than Aydem, due mainly to a higher share of renewables generation under YEKDEM and, for Zorlu, the presence of material regulated businesses, which results in higher debt capacity. Aydem and Limak's exposure to hydro leads to more volatile generation volumes than stable production at Zorlu's geothermal power plants. Aydem's financial profile is similar to Zorlu's and weaker than Limak's. Aydem's business profile compares well with that of Uzbekhydroenergo JSC (BB/Stable, Standalone Credit Profile at b+) - a Uzbekistan-based hydro power generator - due to higher revenue visibility supported by FiT and better asset quality. Uzbekhydroenergo has a similar debt capacity to Aydem but it is based on gross leverage. Uzbekhydroenergo's stronger Standalone Credit Profile is supported by lower leverage. Aydem faces a weaker operating and regulatory environment than Energia Group Limited (BB/Stable), an integrated electricity generation and supply company operating across Northern Ireland and the Republic of Ireland. Energia benefits from a higher share (65%) of regulated and quasi-regulated EBITDA and a higher debt capacity than Aydem. Its financial profile is also moderately stronger. Key Assumptions - GDP growth in Turkiye of 3.7% a year over 2025-2028; inflation of 34% in 2025 and averaging 21% a year in 2026-2028 - Electricity generation volumes at 2.1-2.5TWh annually over 2025-2028 - Effective selling price of around USD77/MWh over 2025-2028 - Capex totalling around USD100 million over 2025-2028; battery project not included in forecasts Recovery Analysis - Its recovery analysis assumes that Aydem would be a going concern in bankruptcy and that the company would be reorganised rather than liquidated. - Fitch assumes a 10% administrative claim. - Its going-concern EBITDA estimate of USD99 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the valuation of the company. - Fitch assumes an enterprise value multiple of 5x. - These assumptions result in its waterfall generated recovery computation for the senior secured debt in the 'RR2' band. However, under Fitch's Country-Specific Treatment of Recovery Ratings Criteria, the Recovery Rating for Turkish corporate issuers is capped at 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Generation volumes or prices well below current forecasts, higher investment, a reduction in profitability on a sustained basis or a more aggressive financial policy leading to inability to maintain FFO net leverage below 4x and FFO interest cover above 2.5x on a sustained basis, would result in the revision of the Outlook to Stable. - FFO net leverage above 5x and FFO interest cover below 1.7 x on a sustained basis would lead to a downgrade. - Inability to secure liquidity to meet bond amortisation payments on a timely basis would lead to a downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increased visibility on new investments and ability to maintain a stronger financial profile and materially positive FCF, with FFO net leverage below 4x and FFO interest cover above 2.5x on a sustained basis would lead to an upgrade. Liquidity and Debt Structure As of 30 June 2025, Aydem had TRY872 million of cash and funds in an interest reserve account of TRY623 million. Fitch also expects the company to generate positive pre-dividend FCF of around TRY2,975 million in 2025. Aydem was able to repay its scheduled bond of USD67 million in March 2025 and August 2025. Aydem plans to refinance the existing bond with the new USD550 million notes due 2030. The refinancing will improve the company's liquidity profile, with no debt maturities until early 2028. Issuer Profile Aydem is a small renewable energy producer operating hydro, wind and solar power plants across Turkiye. Date of Relevant Committee 17 September 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Aydem Yenilenebilir Enerji Anonim Sirketi senior secured LT B New Rating RR4 B(EXP) =========================== U N I T E D K I N G D O M =========================== BLITZEN SECURITIES 1: Fitch Lowers Rating on Class F Notes to CCC ----------------------------------------------------------------- Fitch Ratings has upgraded Blitzen Securities No. 1 PLC's class D and E notes, downgraded the class F notes and affirmed the class C notes. All tranches have been removed from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Blitzen Securities No.1 PLC Class C XS2374597503 LT AAAsf Affirmed AAAsf Class D XS2374597768 LT AAAsf Upgrade AA+sf Class E XS2374597925 LT A+sf Upgrade BBB+sf Class F XS2374598576 LT CCCsf Downgrade BB+sf Transaction Summary Blitzen Securities No.1 PLC is a securitisation of owner-occupied mortgages originated by Santander UK. The portfolio comprises first-time buyers (FTB), with original loan-to-value ratios ranging between 85% and 95%. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect its updated UK RMBS Rating Criteria (see 'Fitch Ratings Updates UK RMBS Rating Criteria', dated 23 May 2025). Key changes include updated representative pool weighted average foreclosure frequency, changes to sector selection, revised recovery rate assumptions and changes to cashflow assumptions. Fitch now applies dynamic default distributions and high prepayment rate assumptions, rather than static assumptions. Build-up of Credit Enhancement: Product switch redemptions by the seller has led to a strong build-up of credit enhancement since closing in August 2021. Credit enhancement for the class C and D notes is 63.6% and 32.6%, compared with 6% and 3%, respectively, at closing. The increase in credit enhancement, alongside stable asset performance, has contributed to the upgrades of the class D and E notes. Class F Excess Spread Sensitivity: The repayment of the class F notes is reliant on a "turbo" feature, under which excess spread is used to pay principal, after the step-up date. Extensive product switch redemption activity by the seller has led to a rapid decrease in the pool factor and sharp rise of the weighted average note margin beyond Fitch's initial expectations. This means the amount of excess spread generated to support turbo payments after the step-up date will be limited. As a result, Fitch has downgraded the class F notes. High Concentration of FTBs: All borrowers in the collateral portfolio are FTBs. Fitch views FTBs as more likely to suffer foreclosure than other borrowers and views their concentration in the pool as significant. Fitch has therefore applied an upward adjustment of 1.4x to foreclosure frequency for each loan. This means accessibility to affordable housing for FTBs is a factor affecting Fitch's ESG scores. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction performance may be affected by adverse changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing delinquencies and defaults that could reduce credit enhancement available to the notes. Fitch found that a 15% increase in the weighted average foreclosure frequency and 15% decrease of the weighted average recovery rate would imply the following: Class C: 'AAAsf' Class D: 'AAAsf' Class E: 'BBBsf' Class F: below 'B-sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and, potentially, upgrades. Fitch found that a 15% decrease in the weighted average foreclosure frequency and 15% increase of the weighted average recovery rate would result in the following: Class C: 'AAAsf' Class D: 'AAAsf' Class E: 'AA+sf' Class F: below 'B-sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch 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. Prior to the transaction 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. 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 Blitzen Securities No.1 PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due the significant concentration of FTBs, which are characterised by a higher credit risk profile than other borrowers' and may affect the credit risk of the transaction. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. CLINIGEN: S&P Affirms 'B' LT ICR After Acquisition of SSI Strategy ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' long-term issuer credit rating on U.K.-based health care services provider Clinigen and its 'B+' issue rating (recovery: '2') on the group's term loan B (TLB). The stable outlook reflects S&P's expectation that after the acquisition, Clinigen will deliver sustained operating performance, generating positive FOCF to deleverage to 4.7x over the next 12-24 months. Clinigen plans to fund its acquisition of U.S. life cycle consultant SSI Strategy by issuing a $290 million equivalent fungible add-on to its existing EUR635 million term loan B (TLB), alongside GBP37 million in cash balances and GBP19 million in rolled equity from SSI's management. S&P said, "We believe the acquisition strengthens Clinigen's leading position as a life cycle management services provider, enhancing cross-selling capabilities and geographic diversity. We expect full synergies to be realized in fiscal year 2027. "As a result, we forecast S&P Global Ratings-adjusted debt to EBITDA to increase slightly to 6.1x in fiscal 2026, compared with our previous forecast of 5.8x. We anticipate EBITDA of GBP125 million-GBP165 million over the next two years and positive FOCF of GBP35 million-GBP60 million annually. "Despite a slight increase in adjusted debt to EBITDA in fiscal 2026, we expect Clinigen's credit metrics to stay commensurate with the current 'B' rating over the next 12-18 months. In September 2025, Clinigen announced the acquisition of SSI Strategy for a purchase price of $355 million. To fund this acquisition and related expenses, the company plans to issue a EUR250 million (GBP214 million) fungible add-on to its EUR635 million senior secured TLB, alongside GBP37 million in balance sheet cash and GBP19 million in rolled equity from SSI's management. Pro forma the transaction, adjusted debt to EBITDA will increase slightly to 6.1x in fiscal 2026 compared to our previous forecast of 5.8x, which is still well below our rating downside trigger of 7x. The relatively moderate leverage increase reflects strong EBITDA generation driven by continued positive momentum in partnered and clinical services, cost savings from transformational programs, and the Proleukin royalty payment. We also expect positive free operating cash flow (FOCF) generation of GBP35 million-GBP60 million over fiscals 2026-2027 driven by managed capital expenditure (capex) of about 3% of revenue since the company has become more services focused. Furthermore, we expect funds from operations (FFO) cash interest coverage to exceed 3x over fiscals 2026-2027, benefiting from debt repricing in January this year. Overall, we believe the company's post-transaction credit metrics will be consistent with a 'B' rating." Clinigen's fiscal 2025 fourth quarter results demonstrated a return to profitable growth, reflecting its ongoing strategic transformation. The company reported better-than-expected growth of 8% in both the top line and EBITDA, primarily driven by a successful turnaround in the services segment. The partnered business saw a strong 21% uplift in gross profit, supported by a strong order book of new licensed products in Asia-Pacific and global sales of Erwinase. S&P expects the momentum to continue in fiscal 2026, underpinned by expanded unlicensed exclusive and in-licensing deals, as well as contributions from the licensing and distribution agreement of MaaT Pharma's Novel Microbiota Therapy, commencing the fourth quarter of fiscal 2026. The Clinical Trial Services (CTS) and Clinical Supply Management (CSM) segments also returned to positive combined revenue growth of 2.4% after two years of double-digit declines. This reflects the successful execution of the company's sales strategy after investing in business development and site optimization. S&P expects a stronger recovery in fiscal 2026 due a backlog of CSM contracts with prolonged lead times and anticipated proceeds from the delayed launch of new CTS products over fiscals 2025-2026, although the low utilization of frozen storage business continues to present a headwind. Fiscal 2025 also saw a better-than-expected royalty revenue generated from the previously divested Proleukin, which contributed meaningfully to the EBITDA margin uplift, which S&P includes in its adjusted EBITDA calculation. The Managed Access Program (MAP) segment remains flat due to pricing misalignment and a reduced number of enrolled patients. A revised pricing model based on patient type is currently being piloted, although the impact is yet to be seen. The Products business experienced an anticipated decline since Foscavir faces ongoing competition from generics; however, this is partially offset by new product launches, and continued investment in the Colonis business. The transaction will strengthen Clinigen's position as a leading service provider, contingent on retaining key talent and achieving smooth integration. S&P said, "We view the SSI Strategy acquisition positively and believe it will broaden Clinigen's capabilities across the pharmaceutical value chain, encompassing early-stage research and development, clinical trials, regulatory filing, and commercialization. SSI's asset-light business model and strong cash conversion contribute to an EBITDA margin that is accretive to Clinigen, and we anticipate potential synergies from the combined client base and cross-selling opportunities. In addition, the acquisition expands Clinigen's presence in the U.S., the largest and most mature biotech market. Clinigen plans a phased integration, initially allowing SSI to operate independently before an eventual merger with the Clinical Lifecycle Services business unit. Nonetheless, we recognize the transaction still carries disruption risks, given the company's ongoing aggressive transformational program aimed at commercial growth and cost efficiencies. While we recognize the inherent risk of losing key managers and consultants given the services nature of SSI's business, we think this is somewhat mitigated by the equity stake held by SSI's management, which should support staff retention and align incentives." S&P said, "We believe Clinigen's long-term success in transitioning to a services business relies on several key factors. In our view, the acquisition demonstrates the company's ongoing evolution toward a service-focused model. Although we expect the legacy products segment to face a gradual decline, we note the continued stability of perpetual-like royalty payments from previously divested products, which offers financial flexibility to support reinvestment in the service business. We also anticipate the company to continue its expansion in emerging markets such as Asia-Pacific and the Middle East and North Africa, which presents robust business and acquisition opportunities. In the medium to long term, we think the company's success will hinge on the sustained execution of its commercial strategy, realization of cost savings from transformational programs and the effective integration of SSI. Other factors we will monitor include the broader biotech funding environment supporting clinical trials and Clinigen's relationship major pharmaceutical partners. "The stable outlook reflects that we expect Clinigen to sustain adjusted debt to EBITDA of about 6.1x during fiscal 2026, while maintaining an FOCF cushion to fund expansionary investments. Our base case assumes the new management team will successfully integrate the newly acquired business and implement its strategy, resulting in cost savings, improved efficiency, and profitable growth across the services platform. We think this will be supported by transformation and business development initiatives, as well as positive industry trends, offsetting the pressure from generics on its owned products division. "We could lower our ratings if adjusted debt to EBITDA stays above 7.0x over the medium term or FOCF remains depressed without signs that it will rapidly improve. In our view, this could occur if Clinigen fails to roll out its ambitious business strategy, which entails turning around the services delivery model while increasing operating efficiency and profitably expanding its services division. Under such scenario, we could see contract losses, stagnant services expansion, and subpar operating efficiency, translating into lower-than-expected adjusted EBITDA and FOCF. A downgrade could also occur if Clinigen fails to integrate SSI Strategy smoothly, which entails losing key personnel and clients, higher-than-expected integration costs, and lower-than-expected synergies. The ratings could also come under pressure if the group embarks on larger debt-funded acquisitions than expected. "We could upgrade Clinigen if it reduces its adjusted debt to EBITDA sustainably below 5x and commits to keeping leverage below this threshold. However, this would be inconsistent with our current view of the group's financial policy. Clinigen is owned by a financial sponsor, meaning dividend recapitalizations or debt-funded acquisitions could rapidly increase leverage in the capital structure." DENDRA SYSTEMS: FRP Advisory Named as Administrators ---------------------------------------------------- Dendra Systems Ltd was placed into administration proceedings in The High Court of Justice, Court Number: CR-2025-006341, and Geoffrey Paul Rowley and Philip Lewis Armstrong of FRP Advisory Trading Limited were appointed as administrators on Sept. 24, 2025. Dendra Systems engaged in support services to forestry. Its registered office is at Camburgh House, 27 New Dover Road, Canterbury, CT1 3DN to be changed to 110 Cannon Street, London, EC4N 6EU Its principal trading address is at Camburgh House, 27 New Dover Road, Canterbury, CT1 3DN The joint administrators can be reached at: Geoffrey Paul Rowley Philip Lewis Armstrong FRP Advisory Trading Limited 2nd Floor, 110 Cannon Street London, EC4N 6EU For further details, contact: The Joint Administrators Tel: 020 3005 4079 Alternative contact: Maya Hettiaratchi Email: maya.hettiaratchi@frpadvisory.com MELIOR LABS: Begbies Traynor Named as Administrators ---------------------------------------------------- Melior Labs Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006596, and Paul Appleton and Paul Cooper of Begbies Traynor (London) LLP were appointed as administrators on Sept. 23, 2025. Melior Labs, trading as Ted's Health, engaged in the retail of food and drugs. Its registered office is c/o Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (formerly Soho Works White City 2, Television Centre, 101 Wood Lane, London, England, W12 7FA). The joint administrators can be reached at: Paul Appleton Paul Cooper Begbies Traynor (London) LLP 31st Floor, 40 Bank Street, London, E14 5NR Any person who requires further information may contact: Sophia Lodhi Begbies Traynor (London) LLP E-mail: GM-team@btguk.com Tel No: 020-7400-7900 MORGLAS ABS 2025-1: Fitch Assigns 'B(EXP)sf' Rating on Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Morglas ABS 2025-1 PLC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ Morglas ABS 2025-1 PLC Class A LT AAA(EXP)sf Expected Rating Class B LT AA(EXP)sf Expected Rating Class C LT A(EXP)sf Expected Rating Class D LT BBB(EXP)sf Expected Rating Class E LT BB(EXP)sf Expected Rating Class F LT B(EXP)sf Expected Rating Class R LT NR(EXP)sf Expected Rating Class X LT BB(EXP)sf Expected Rating Class Z LT NR(EXP)sf Expected Rating Transaction Summary Morglas ABS 2025-1 is a securitisation of unsecured consumer loans originated by Admiral Financial Services Limited under the Admiral Money brand (AM), a wholly owned subsidiary of the Admiral Group plc (A/Stable). The transaction does not feature a revolving period and amortises pro rata, subject to conditional triggers. KEY RATING DRIVERS Near-Prime Assets, Recent Originator: The portfolio comprises unsecured UK consumer loans originated by AM. The lender started originating in 2017, focusing on near-prime loans, with more than half of the transaction's pool comprising loans for debt consolidation purposes. Fitch has assumed a base case default of 5.5%, slightly above the historical average and a 'AAAsf' multiple of 4.75x, reflecting limited data and high historical volatility due to rapid loan book growth. Fitch has used a base case recovery expectation of 30% with a 'AAAsf' haircut of 55%. Static and Pro Rata Amortisation: The deal does not have a revolving period. The class A to Z notes will be repaid pro rata unless a sequential amortisation event occurs. Such an event would be primarily linked to performance triggers such as cumulative defaults exceeding certain thresholds. Fitch views these triggers as sufficiently robust to halt the pro rata mechanism at early signs of performance deterioration and believes the tail risk posed by the pro rata pay-down is reduced by the mandatory switch to sequential amortisation when the outstanding collateral balance falls below 10% of the initial balance. PIR May Constrain Junior Notes: Payment interruption risk (PIR) is reduced by the presence of a dedicated liquidity reserve for the class A and B notes, but the class C to F notes do not benefit from this liquidity protection. However, the presence of a declaration of trust in favour of the issuer, together with the collection account bank (Barclays Bank PLC; A+ / Stable) holding funds for no longer than two business days, mitigate PIR up to the 'Asf' category. Standby Servicer Appointed: AM is a fairly recent newcomer to the ABS market and Lenvi Servicing Limited is appointed as back-up servicer at closing. Lenvi is an experienced back-up servicer with GBP42 billion of back-up agreements and aims to complete invocation in 30 days. Lenvi has a RMBS primary servicer rating of 'RPS2-'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Sensitivity to Increased Defaults: Expected ratings (class A/B/C/D/E/F/X): 'AAA(EXP)sf'/'AA(EXP)sf'/'A(EXP)sf'/'BBB(EXP)sf'/'BB(EXP)sf'/'B(EXP)sf'/ 'BB(EXP)sf' Increase defaults by 10%: 'AA+(EXP)sf'/'AA-(EXP)sf'/'BBB+(EXP)sf'/'BBB-(EXP)sf'/'BB-(EXP)sf'/'NR(EXP)sf'/ 'B+(EXP)sf' Increase defaults by 25%: 'AA(EXP)sf'/'A+(EXP)sf'/'BBB(EXP)sf'/'BB+(EXP)sf'/'B+(EXP)sf'/'NR(EXP)sf'/'B(EXP)sf' Increase defaults by 50%: 'A+(EXP)sf'/'A-(EXP)sf'/'BBB-(EXP)sf'/'BB(EXP)sf'/'B-(EXP)sf'/'NR(EXP)sf'/'CCC(EXP)sf' Sensitivity to Reduced Recoveries: Reduce recoveries by 10%: 'AA+(EXP)sf'/'AA-(EXP)sf'/'A-(EXP)sf'/'BBB-(EXP)sf'/'BB-(EXP)sf'/'NR(EXP)sf'/'BB-(EXP)sf' Reduce recoveries by 25%: 'AA+(EXP)sf'/'AA-(EXP)sf'/'BBB+(EXP)sf'/'BB+(EXP)sf'/'B+(EXP)sf'/'NR(EXP)sf'/'BB-(EXP)sf' Reduce recoveries by 50%: 'AA+(EXP)sf'/'AA-(EXP)sf'/'A-(EXP)sf'/'BBB-(EXP)sf'/'BB-(EXP)sf'/'NR(EXP)sf'/'BB-(EXP)sf' Sensitivity to Increased Defaults and Reduced Recoveries: Increase defaults by 10%, reduce recoveries by 10%: 'AA+(EXP)sf'/'A+(EXP)sf'/'BBB+(EXP)sf'/'BB+(EXP)sf'/ 'NR(EXP)sf'/'NR(EXP)sf'/'B+(EXP)sf' Increase defaults by 25%, reduce recoveries by 25%: 'AA-(EXP)sf'/'A(EXP)sf'/'BBB(EXP)sf'/'BB(EXP)sf'/'B-(EXP)sf'/ 'NR(EXP)sf'/'B-(EXP)sf' Increase defaults by 50%, reduce recoveries by 50%: 'A(EXP)sf'/'BBB+(EXP)sf'/'BB+(EXP)sf'/'B(EXP)sf'/'NR(EXP)sf'/ 'NR(EXP)sf'/'NR(EXP)sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Sensitivity to Reduced Defaults and Increased Recoveries: Reduce defaults by 10%: 'AAA(EXP)sf'/'AA(EXP)sf'/'A(EXP)sf'/ 'BBB(EXP)sf'/'BB(EXP)sf'/'NR(EXP)sf'/'BB(EXP)sf' Increase recoveries by 10%: 'AAA(EXP)sf'/'AA(EXP)sf'/'A(EXP)sf'/'BBB(EXP)sf'/'BB(EXP)sf'/ 'NR(EXP)sf'/ 'BB(EXP)sf' Reduce defaults by 10%, increase recoveries by 10%: 'AAA(EXP)sf'/'AA+(EXP)sf'/'A(EXP)sf'/'BBB(EXP)sf'/ 'BB(EXP)sf'/'NR(EXP)sf'/'BB(EXP)sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. NEWDAY GROUP: S&P Withdraws 'B+' LongTerm Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings has withdrawn its 'B+' long-term issuer credit rating on NewDay Group (Jersey) Ltd. at the company's request. Our 'B+' issue rating on NewDay Bondco PLC's senior secured notes has been discontinued. This follows the completion of the acquisition of NewDay's consumer credit receivables portfolio by private equity firm KKR, and the repayment of NewDay BondCo PLC's senior secured debt. The outlook was stable at the time of the withdrawal. NEXUS UTILITIES: Moorfields Named as Administrators --------------------------------------------------- Nexus Utilities Limited was placed into administration proceedings in the High court of Justice, Business and Property Courts, Insolvency & Companies List (ChD), Court Number: CR-2025-006564, and Andrew Pear and Michael Solomons of Moorfields, were appointed as administrators on Sept. 22, 2025. Its registered office and principal trading address is at 22 Bankside, Kidlington, OX5 1JE The joint administrators can be reached at: Andrew Pear Michael Solomons Moorfields 82 St John Street London EC1M 4JN Tel No: 020 7186 1144 For further details, contact: Benjamin Herbert Moorfields 82 St John Street London, EC1M 4JN Tel No: 020 7186 1153 Email: benjamin.herbert@moorfieldscr.com PREMIER MBP: Oury Clark Named as Administrators ----------------------------------------------- Premier MBP Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-006730, and Nick Parsk and Carrie James of Oury Clark Chartered Accountants were appointed as administrators on Sept. 29, 2025. Premier MBP Limited is a manufacturer of other special-purpose machinery not elsewhere classified. Its registered office is at Kreston Reeves LLP, Innovation House Innovation Way, Discovery Park, Sandwich, Kent, CT13 9FF Its principal trading address is at Daytona Dr, Colthrop Ln, Thatcham, RG19 4ZD The joint administrators can be reached at: Nick Parsk Carrie James Oury Clark Chartered Accountants Herschel House 58 Herschel Street, Slough Berkshire, SL1 1PG For further details, contact: The Joint Administrators Email: IR@ouryclark.com Alternative contact: Emma Admans VENATOR MATERIALS: Moody's Withdraws 'C' Corporate Family Rating ---------------------------------------------------------------- Moody's Ratings has withdrawn all of Venator Materials plc's (Venator) ratings, including C Corporate Family Rating and D-PD Probability of Default Rating, as well as ratings on the Ca backed senior secured term loans and C backed senior secured term loans under Venator Materials LLC and Venator Finance S.a r.l. (NEW). Prior to the withdrawal, the outlooks were stable. This action follows the company's appointment of administrators. RATINGS RATIONALE Moody's have withdrawn the ratings as a result of the Venator's insolvency process in the UK, with the administrators taking over control of the company, initiating payment moratorium and assets disposition. Headquartered in the United Kingdom, Venator Materials plc is one of the world's largest producer of titanium dioxide pigments used in paint, paper, and plastics, and a producer of performance additives for a variety of end markets. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *