251015.mbx

251015.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 Wednesday, October 15, 2025, Vol. 26, No. 206 Headlines I R E L A N D CROSS OCEAN VII: S&P Assigns Prelim. B-(sf) Rating on F-R-R Notes DRYDEN 27 R EURO 2017: Moody's Affirms Ba3 Rating on E-R Notes INDIGO CREDIT IV: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes OTRANTO PARK: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes RRE 6 LOAN: S&P Assigns BB-(sf) Rating on Class D-R Notes I T A L Y ALMAVIVA SPA: Fitch Lowers LongTerm IDR to BB-, Outlook Negative LEATHER SPA: S&P Downgrades ICR to 'B-', Outlook Stable L U X E M B O U R G ROOT BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable N E T H E R L A N D S JUBILEE PLACE 8: S&P Assigns CCC+(sf) Rating on Class X2 Notes R U S S I A BANK IPAK YULI: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable UNIVERSAL BANK: Fitch Affirms 'B-' LongTerm IDRs, Outlook Stable S P A I N CAIXABANK PYMES 11: Moody's Affirms B1 Rating on EUR318.5MM B Notes U N I T E D K I N G D O M BARONY UNIVERSAL: AlixPartners UK Named as Administrators BELIEVE IN SCIENCE: Leonard Curtis Named as Administrators COUNTING KING: Seneca IP Named as Administrators ELECTROPAINT LIMITED: FRP Advisory Named as Administrators FYLDE FUNDING 2025-1: Moody's Gives B2 Rating to GBP3.49MM F Notes PL LONDON: RSM UK Named as Administrators RC LEGACY: Quantuma Advisory Named as Administrators REGALPOINT (BYFLEET): CG&Co Named as Administrators S4 CAPITAL: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative SCOTT GROUP: R2 Advisory Named as Administrators STORELAB LTD: Quantuma Advisory Named as Administrators STRATTON HAWKSMOOR 2022-1: Fitch Cuts Rating on Cl. F Notes to B-sf TRILEY MIDCO 2: Moody's Affirms 'B3' CFR, Outlook Remains Positive - - - - - ============= I R E L A N D ============= CROSS OCEAN VII: S&P Assigns Prelim. B-(sf) Rating on F-R-R Notes ----------------------------------------------------------------- S&P Global Ratings assigned preliminary credit ratings to Cross Ocean Bosphorous VII DAC's class X, A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and 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 subordinated notes. This transaction is a reset of the already existing transaction, that S&P did not rate. The existing classes of notes will be refinanced with the proceeds from the issuance of the replacement notes on the reset date. The reinvestment period will be approximately 4.5 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semi-annual payment. The preliminary ratings assigned reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which 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 2,854.85 Default rate dispersion 503.81 Weighted-average life (years) 4.63 Obligor diversity measure 137.33 Industry diversity measure 23.77 Regional diversity measure 1.19 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.00 Target 'AAA' weighted-average recovery (%) 37.20 Target weighted-average spread (net of floors; %) 4.04 Target weighted-average coupon 5.11 Rating rationale S&P said, "Our 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 on the closing date, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR500 million target par amount, the target weighted-average spread (4.04%), the target weighted-average coupon (5.11%), the target weighted-average recovery rate. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period in April 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. 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. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned 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, in line with our legal criteria. "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. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to F-R-R notes could withstand stresses commensurate with higher ratings than those we have 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 preliminary ratings assigned to these notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class X 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." 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 Class rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 6.50 N/A Three/six-month EURIBOR plus 0.85% A-R-R AAA (sf) 310.00 38.00 Three/six-month EURIBOR plus 1.35% B-R-R AA (sf) 55.00 27.00 Three/six-month EURIBOR plus 1.90% C-R-R A (sf) 30.00 21.00 Three/six-month EURIBOR plus 2.40% D-R-R BBB- (sf) 35.00 14.00 Three/six-month EURIBOR plus 3.30% E-R-R BB- (sf) 22.50 9.50 Three/six-month EURIBOR plus 5.90% F-R-R B- (sf) 15.00 6.50 Three/six-month EURIBOR plus 8.64% Sub. Notes NR 44.25 N/A N/A *The preliminary ratings assigned to the class X, 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, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §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. DRYDEN 27 R EURO 2017: Moody's Affirms Ba3 Rating on E-R Notes -------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Dryden 27 R Euro CLO 2017 Designated Activity Company: EUR33,250,000 Class B-1-R Senior Secured Floating Rate Notes due 2033, Upgraded to Aaa (sf); previously on Dec 8, 2023 Upgraded to Aa1 (sf) EUR21,500,000 Class B-2-R Senior Secured Fixed Rate Notes due 2033, Upgraded to Aaa (sf); previously on Dec 8, 2023 Upgraded to Aa1 (sf) EUR30,250,000 Class C-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Upgraded to Aa3 (sf); previously on Dec 8, 2023 Affirmed A2 (sf) EUR32,500,000 Class D-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Upgraded to Baa2 (sf); previously on Dec 8, 2023 Affirmed Baa3 (sf) Moody's have also affirmed the ratings on the following notes: EUR278,500,000 (Current outstanding balance EUR199,482,923) Class A-R Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on Dec 8, 2023 Affirmed Aaa (sf) EUR24,000,000 Class E-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Affirmed Ba3 (sf); previously on Dec 8, 2023 Affirmed Ba3 (sf) EUR13,000,000 Class F-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Affirmed Caa1 (sf); previously on Dec 8, 2023 Downgraded to Caa1 (sf) Dryden 27 R Euro CLO 2017 Designated Activity Company, issued in May 2017 and refinanced in March 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by PGIM Loan Originator Manager Limited ("PGIM"). The transaction's reinvestment period ended in April 2023. RATINGS RATIONALE The rating upgrades on the Class B-1-R, Class B-2-R, Class C-R and Class D-R notes are primarily a result of the deleveraging of the Class A-R notes following amortisation of the underlying portfolio since the payment date in July 2024. The affirmations on the ratings on the Class A-R, Class E-R and Class F-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R notes have paid down by approximately EUR62.5 million (22.44%) in the last 12 months. As a result of the deleveraging, over-collateralisation (OC) has increased. According to the trustee report dated August 2025[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 147.14%, 131.50%, 118.01%, 109.71% and 105.68% compared to August 2024[2] levels of 137.78%, 125.77%,115.00%, 108.16% and 104.78%, respectively. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR374.0m Defaulted Securities: EUR0 Diversity Score: 42 Weighted Average Rating Factor (WARF): 3034 Weighted Average Life (WAL): 3.5 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.83% Weighted Average Coupon (WAC): 3.58% Weighted Average Recovery Rate (WARR): 42.18% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. INDIGO CREDIT IV: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Indigo Credit Management IV DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information reviewed. Entity/Debt Rating ----------- ------ Indigo Credit Management IV DAC A LT AAA(EXP)sf Expected Rating B LT AA(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB-(EXP)sf Expected Rating E LT BB-(EXP)sf Expected Rating F LT B-(EXP)sf Expected Rating Transaction Summary Indigo Credit Management IV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. The portfolio is actively managed by Pemberton Capital Advisors LLP. The transaction will have a 4.5-year reinvestment period and a 7.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the indicative portfolio to be in the 'B' category. The Fitch weighted average rating factor of the target portfolio is 23.7. Strong Recovery Expectation (Positive): At least 90% of the portfolio is expected to comprise senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the indicative portfolio is 61.2%. Diversified Portfolio (Positive): The transaction will include various concentration limits in the portfolio, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest (Fitch-defined) industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Positive): The transaction will have a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed 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 stressed portfolio and matrices analysis is 12 months less than the WAL test covenant, to account for structural and reinvestment conditions after the reinvestment period, including passing the over-collateralisation and Fitch 'CCC' limitation, among other things. This reduces the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes and lead to downgrades of one notch for the class C to E notes, two notches for the class B notes and to below 'B-sf' for the class F notes. Based on the actual portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class B, D, E and F notes display rating cushions of two notches and the class C notes of one notch. Should the cushion between the identified portfolio and the stress portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed portfolio would lead to downgrades of up to two notches for the class A to E notes and to below 'B-sf' for the class F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to five notches for the notes, except the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger than expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on 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 Indigo Credit Management IV DAC The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. 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 Indigo Credit Management IV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. OTRANTO PARK: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Otranto Park CLO DAC reset notes final ratings. Entity/Debt Rating ----------- ------ Otranto Park CLO DAC A-R XS3187652519 LT AAAsf New Rating B-R XS3187652782 LT AAsf New Rating C-R XS3187652600 LT Asf New Rating D-R XS3187652865 LT BBB-sf New Rating E-R XS3187653087 LT BB-sf New Rating F-R XS3187652949 LT B-sf New Rating Transaction Summary Otranto Park CLO DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to refinance the rated notes. The transaction has a target par of EUR440 million. The portfolio is actively managed by Blackstone Ireland Limited. The collateralised loan obligation (CLO) has a reinvestment period of about 4.5 years and an 8.5 year weighted average life test (WAL). 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. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.3%. Diversified Portfolio (Positive): The transaction includes four Fitch test matrices, of which two are effective at closing. The matrices correspond to a top 10 obligor concentration limit at 20% and fixed-rate obligation limits at 5% and 12.5%. It has two forward matrices with the same WAL, top 10 obligors and fixed-rate asset limits, which are effective one year after closing. The transaction also includes various concentration limits, including a maximum exposure to the three-largest Fitch-defined industries at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's matrix and the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R and B-R notes and would lead to downgrades of one notch each for the class C-R, D-R and E-R notes, and to below 'B-sf' for the class F-R notes. Downgrades, which are based on the current portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class D-R, E-R and F-R notes each have a rating cushion of two notches and the class B-R and C-R notes each have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the stressed-case portfolio. The class A-R notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the stressed-case 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 A-R, B-R, C-R and D-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period, except for the 'AAAsf' notes, may result from a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Otranto Park CLO 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. RRE 6 LOAN: S&P Assigns BB-(sf) Rating on Class D-R Notes --------------------------------------------------------- S&P Global Ratings assigned its credit ratings to RRE 6 Loan Management DAC's class A-1-R, A-2-R, B-R, C-1-R, C-2-R, and D-R notes. At closing, the issuer had unrated subordinated notes outstanding from the original transaction and also issued unrated performance notes and preferred return notes. This transaction is a reset of the already existing transaction that closed in March 2021. The existing notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. At the same time, S&P withdrew its ratings on the redeemed notes. This is a European cash flow CLO transaction, securitizing a portfolio of primarily senior secured leveraged loans and bonds. Redding Ridge Asset Management (UK) LLP manages the transaction. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,662.66 Default rate dispersion 590.98 Weighted-average life (years) 4.62 Obligor diversity measure 123.88 Industry diversity measure 20.78 Regional diversity measure 1.22 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 167 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.77 Actual 'AAA' weighted-average recovery (%) 37.03 Actual portfolio weighted-average spread (%) 3.60 Actual portfolio weighted-average coupon (%) 3.10 Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will permanently switch to semiannual payments. The portfolio's reinvestment period will end approximately 4.5 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. S&P said, "Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. As such, we have not applied any additional scenario and sensitivity analysis when assigning ratings to any class of notes in this transaction." S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.45%), and the actual weighted-average coupon (3.10%) as indicated by the collateral manager. We assumed weighted-average recovery rates in line with those of the target portfolio presented to us except at the 'AAA' rating level, where we have assumed a 1% cushion. 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 A-2-R, B-R, C-1-R, C-2-R, and D-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped the assigned ratings. The class A-1-R notes can withstand stresses commensurate with the assigned rating. "Until the end of the reinvestment period on 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." 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 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. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current 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 ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our assigned ratings are commensurate with the available credit enhancement for the class A-1-R, A-2-R, B-R, C-1-R, C-2-R, and D-R notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-1-R to D-R notes to four hypothetical scenarios." Environmental, social, and governance factors 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 assets from being related to certain industries. Accordingly, 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." RRE 6 Loan Management DAC is a European cash flow CLO transaction, securitizing a portfolio of primarily senior secured leveraged loans and bonds. Redding Ridge Asset Management (UK) LLP manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-1-R AAA (sf) 244.00 39.00 Three/six-month EURIBOR plus 1.31% A-2-R AA (sf) 42.00 28.50 Three/six-month EURIBOR plus 1.80% B-R A (sf) 30.00 21.00 Three/six-month EURIBOR plus 2.20% C-1-R BBB (sf) 20.00 16.00 Three/six-month EURIBOR plus 2.65% C-2-R BBB- (sf) 8.00 14.00 Three/six-month EURIBOR plus 3.70% D-R BB- (sf) 18.50 9.38 Three/six-month EURIBOR plus 5.15% Performance Notes NR 1.00 N/A N/A Preferred return notes NR 0.25 N/A N/A Sub notes NR 42.00 N/A N/A *The ratings assigned to the class A-1-R and A-2-R notes address timely interest and ultimate principal payments. The ratings assigned to the class B-R, C-1-R, C-2-R, and D-R notes address ultimate interest and principal payments. §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. ========= I T A L Y ========= ALMAVIVA SPA: Fitch Lowers LongTerm IDR to BB-, Outlook Negative ---------------------------------------------------------------- Fitch Ratings has downgraded AlmavivA S.p.A.'s Long-Term Issuer Default Rating (IDR) to 'BB-' from 'BB' and its secured debt facilities' to 'BB' from 'BB+'. The Recovery Rating is 'RR3'. Fitch has removed the ratings from Rating Watch Negative (RWN) and assigned a Negative Outlook. This action follows the closing of Almaviva's debt-funded acquisition of Tivit. Almaviva has strengthened its business profile with its latest acquisitions, but the group has exhausted its debt capacity at the 'BB-' rating level as Fitch expects Almaviva's EBITDA leverage will remain above its downgrade threshold of 3.5x until 2028. This drives the Negative Outlook. The Outlook could return to Stable if it appears that EBITDA leverage will fall to, and stay below, 3.5x, either due to operating outperformance or in the event of cash or cash flow-funded M&A. On the contrary, additional debt-funded acquisitions or adverse performance deviations could further delay the company's deleveraging to within its 'BB-' sensitivities and result in a negative rating action. Key Rating Drivers Leverage Spikes on M&A: Almaviva's leverage profile has changed greatly over the past two years, following debt- funded acquisitions. EBITDA leverage increased to 4.3x in 2024 from 2.6x in 2023. Fitch forecasts leverage will rise further to 4.6x in 2025 and gradually reduce but remain high till 2028, before falling to within its downgrade threshold of 3.5x. Fitch expects the company to deleverage over the following three years, but execution risks remain high due to M&A integrations and FX risk. Almaviva has exhausted its financial headroom in case of underperformance or unexpected deviations from Fitch forecasts. Increasing FX Risk: Tivit's acquisition has increased Almaviva's FX exposure. Tivit operates in 10 Latin American countries, with most of its operations in Brazil. The company's FX exposure is already high, as 28% of its 2024 reported revenues was generated in Latin America. This share will increase in 2025 pro-forma for Tivit to an estimated 40%, while all of Almaviva's debt is denominated in euros. Increased exposure to FX volatility could weaken the company's operating profile, leading to tightening leverage thresholds. However, Almaviva's expansion and increased diversification over recent years has partly offset the higher FX risk, leaving its leverage thresholds unchanged. Positive Increase in IT Services: The Tivit acquisition raised Almaviva's exposure to IT services to 82%, from 77% in 2024, pro-forma for the acquisition. Fitch views the decrease of the company's revenue contribution from the digital relationship management (DRM) business positively, as it reduces its exposure to secular risks in the customer relationship management (CRM) sector. In addition, while Almaviva has achieved market-leading profitability in its DRM unit by leveraging proprietary AI platforms, CRM businesses tend to struggle to maintain healthy EBITDA margins. Slower Organic Growth: Almaviva continues to face major new project IT opportunities, supported by distributions from the Italian Recovery and Resilience Plan (PNRR), with about EUR4.5 billion of public administration tenders expected in Italy in 2025. However, many of these projects are delayed, resulting in slower domestic growth while international revenues are hit by unfavourable FX movements. The company reported only a 1.5% pro-forma revenue at current currency rise over the last 12 months (LTM) to 1H25, versus FY2024, while its adjusted LTM EBITDA slightly declined to EUR271 million, from EUR276 million, challenging the prospect of rapid deleveraging. Leading Profitability, FCF to Improve: Almaviva improved its EBITDA margin in 2024, and Fitch expects it will continue achieving profitability growth as it applies efficiency measures across its divisions and integrates acquisitions. This trend stands out against peers who are struggling to maintain or improve margins in the IT services and CRM business globally. Pre-dividend free cash flow (FCF) was negative in 2024 (-3.7% margin) influenced by large working capital outflows. Fitch expects, however, pre-dividend FCF margin will turn positive and average 2.5% between 2026-2028 which, if achieved, would be adequate for the rating. Working Capital Volatility: High working capital volatility necessitates the maintenance of a large cash cushion, making gross leverage more relevant than net leverage -ie. net of readily available cash. Almaviva's revenue increases are typically accompanied by working capital outflows as a large share of services are provided on post-payment terms, including for many tendered contracts and public administration customers. Positive IT Growth Outlook: Almaviva's addressable IT services market is likely to have mid-to-high single-digit growth, with management targeting expansion above the market average. This is supported by the rising use of IT services and large investments under the PNRR for digitalisation in key sectors. AICA, the Italian IT association, estimated an overall digital market CAGR over 2024-2027 at 3.3%, with the digital enablers sector projected to increase by double digits. Strong Backlog: The company's strong IT services backlog improves earnings visibility and reduces medium-term revenue volatility. This was equal to 2.5 years of the LTM revenue at end-June 2025. The backlog is supported by a long-term contract with Almaviva's largest customer, Gruppo Ferrovie dello Stato, after the company won three tenders worth EUR1.1 billion (Almaviva's share) in early 2022. The contract is for five years, with an extension option for another two. Peer Analysis Almaviva's closest domestic peer is Engineering Ingegneria Informatica S.p.A. (B/Stable), a leading Italian software developer and provider of IT services to large Italian companies. Engineering has greater absolute scale and wider industrial scope, faces lower FX risks and does not have any lower-credit-quality non-IT businesses such as Almaviva's DRM. Almaviva is rated higher than Engineering due to its much lower leverage. Almaviva's range of offered services has some overlap with large multi-country, multi-segment IT services companies, such as DXC Technology Company (BBB-/Stable) and Accenture plc, but on a much smaller scale, with a focus on a single country and has exposure to fewer subsectors. A closer peer is medium-sized, India-based IT service provider Hexaware Technologies Limited (BB-/Stable), which generates most of its revenue from US and European customers. Almaviva is rated higher than enterprise resource planning software providers with higher leverage. These include TeamSystem S.p.A. (B/Stable), a leading Italian accounting and enterprise resource planning software company with over 75% of recurring revenue, and Cedacri S.p.A. (B/Stable), a leading Italian provider of software, infrastructure and outsourcing services for the financial sector. Key Assumptions - IT services revenue to grow by low double-digit percentages per year in 2025 and 2026 on average, including due to the M&A impact - Low single-digit DRM revenue growth per year on average in 2025-2028 - Modestly improving EBITDA margin in 2025-2028, in the 14.7%-15% range - Capex at close to 3% of revenue in 2025-2028 (excluding capitalised research and development, which Fitch treats as a cash expense and deducts from EBITDA) - Negative working-capital outflows equal to 2%-3% of revenues per year from 2026 Recovery Analysis Fitch uses a generic approach for rating instruments of companies in the 'BB' rating category. Fitch has assigned Almaviva's senior secured debt a 'BB' debt instrument rating with a Recovery Rating of 'RR3', one notch above the IDR, soft-capped by the Italian jurisdiction under Fitch's Country-Specific Treatment of Recovery Ratings Criteria. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Gross EBITDA leverage above 3.5x on a sustained basis - Weaker cash flow generation with pre-dividend FCF margin declining to below 2% through the cycle or cash flow from operations less capex/gross debt consistently below 5% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained EBITDA margins and revenue growth with a large share of recurring revenues - Gross EBITDA leverage sustained at below 2.5x - Stronger cash flow generation with pre-dividend FCF margin increasing to above 4% through the cycle or cash flow from operations less capex/gross debt sustainably above 7% - A more diversified financing structure, with lower exposure to bullet refinancing risk Liquidity and Debt Structure Fitch views Almaviva's liquidity as comfortable. The company had EUR126 million of cash on the balance sheet at end-June 2025, supported by EUR230 million in an untapped revolving credit facility. Issuer Profile Almaviva is an IT services company with strong positions in the Italian transport and public administration sectors. It has large international digital relationship management operations and is the majority owner of Almawave. 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 ----------- ------ -------- ----- AlmavivA S.p.A. LT IDR BB- Downgrade BB senior secured LT BB Downgrade RR3 BB+ LEATHER SPA: S&P Downgrades ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its ratings on Italian premium and luxury leather supplier Leather S.p.A. and its floating-rate senior secured notes to 'B-' from 'B'; the recovery rating on the debt remains at '4' reflecting its expectation of 35% recovery in the event of a default. The stable outlook reflects S&P's expectation that Pasubio will maintain EBITDA margins of 14%-15% and generate positive FOCF over the next 12 months, enabling the company to preserve adequate liquidity. Leather S.p.A., holding company of Conceria Pasubio (Pasubio), continues to face weak demand in its automotive segment, resulting in lower volumes that weigh on earnings and credit metrics in 2025 and 2026. Although recent acquisitions in the fashion leather segment will support earnings, S&P now expects S&P Global Ratings-adjusted debt to EBITDA will exceed 7.0x in 2025-2026, with weaker free operating cash flow (FOCF) than it previously forecasted. Declining volumes have put pressure on Pasubio's top line, although recent acquisitions in the fashion segment partly offset this weakness. Pasubio's automotive business supplies high-quality leather primarily to European premium and luxury automakers, such as Jaguar Land Rover (JLR), BMW, and Porsche, mainly to their European production plants. Several automakers have revised their 2025 output guidance downward amid softer demand for high-end vehicles, particularly in China, and the impact on volumes from U.S. import tariffs. S&P said, "We anticipate Pasubio's automotive volumes to decline by about 8%, while indexed leather prices linked to raw-hide benchmarks are expected to fall by 2%-3% year on year. Together, these factors drive our forecast of a 10.5% revenue decline in the automotive division in 2025. The recently acquired fashion subsidiaries, Antiba and SKIN, partly offset this weakness. Both benefit from firm demand and favorable pricing in the high-end leather segment, and we forecast they will contribute about EUR27.5 million in reported revenue in 2025 (or EUR55 million on a full year pro forma basis), limiting the group's overall reported revenue decline to 1%-2% for the year. In 2026, we expect continued softness in automotive, with a further 2% contraction in volumes and about 3% decline in leather prices resulting in a 4%-5% fall in the segment's revenue. By contrast, we expect the fashion business to expand by about 11% organically. Together with the full-year consolidation of acquisitions made in 2025, this should support consolidated revenue growth of about 7.0% in 2026." A shortfall in profitability is delaying Pasubio's leverage reduction. Lower volumes in Pasubio's automotive division constrain capacity utilization and fixed-cost absorption. S&P said, "We now estimate S&P Global Ratings-adjusted EBITDA at 14%-14.5% in 2025, compared with our previous forecast of 17%. On a pro forma basis, including the newly acquired fashion businesses for a full year, we estimate the EBITDA margin at about 14.7%. For 2026, we expect profitability will remain constrained by subdued automotive volumes, but benefit to some extent from the increasing contribution of the fashion business and fixed-cost optimization. On this basis, we project adjusted debt to EBITDA will remain above 7x in 2025-2026 (2025 pro forma: 7.6x), exceeding our previous expectations of about 6.0x. We also forecast funds from operations (FFO) cash interest coverage to reduce to about 1.5x over the same period due to weaker earnings and higher cash interest. We view Pasubio's acquisitions in fashion as incrementally positive due to the higher profitability in this segment and the diversification of end-market exposure. In particular, this is because Pasubio is funding the transactions with a sizable share of equity that is subscribed by the targets' sellers." S&P said, "We expect weaker but still positive cash flow generation over the forecast horizon. Pasubio's lower earnings prospects and slightly higher cash interest expenses will weigh on FOCF in the coming years. We now anticipate FOCF of about EUR5 million in 2025, down from our previous forecast of EUR15 million, and between EUR10 million and EUR12 million in 2026. The reduction mainly reflects lower EBITDA and increased interest costs following the incremental debt incurred for recent acquisitions. These effects are partly mitigated by continued working capital inflows, supported in particular by inventory optimization. In addition, capital expenditure will reduce considerably, since investments in the Mexico plant have now been largely completed and spending is normalizing. "Our 'B-' rating is supported by the absence of near-term maturities and adequate liquidity. We believe the lack of significant debt maturities until 2028 provides Pasubio with sufficient headroom to navigate the current downturn. The company's liquidity position remains adequate, supported by a cash balance of about EUR23.5 million and EUR69 million available on a EUR90 million revolving credit facility (RCF). Together, these sources provide sufficient coverage for near-term funding needs and ongoing working capital requirements. We also believe these resources will be sufficient to absorb the potential financial implications of an unexpected production stoppage at JLR related to a cyberattack; we note that JLR is in the process of resuming production at key plants. The absence of maintenance covenants under the existing financing structure adds additional flexibility to manage potential earnings volatility. "The stable outlook reflects our expectation that Pasubio--despite subdued demand in its automotive segment--can maintain EBITDA margins of 14%-15% and generate positive FOCF over the next 12 months and successfully integrate its newly acquired fashion business. This should allow Pasubio to preserve adequate liquidity. "We could lower our ratings if Pasubio's adjusted FOCF turns materially negative, with FFO cash interest coverage consistently below 1.5x, while top-line growth falls short of our forecasts, weakening the company's liquidity. This could happen if the already weak automotive demand declines beyond our current expectations or the integration of the new fashion business is unsuccessful. "We could consider a positive rating action if Pasubio demonstrates a sustained improvement in profitability and cash flow generation, resulting in adjusted leverage trending below 6x and FFO cash interest coverage rising above 2.0x. This would likely require a meaningful recovery in automotive demand, successful integration of the fashion acquisitions, and effective cost control supporting EBITDA margin expansion. A higher rating would also depend on sustainably positive FOCF and adequate liquidity headroom." =================== L U X E M B O U R G =================== ROOT BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Root Bidco S.a.r.l.'s (Rovensa) Long-Term Issuer Default Rating (IDR) at 'B-' with a Stable Outlook. Fitch has also affirmed Rovensa's senior secured term loan B (TLB) rating at 'B-'. The Recovery Rating is 'RR4'. The affirmation reflects high debt, with EBITDA gross leverage expected to improve towards 7.0x by June-2026, counterbalanced by sound growth prospects and robust EBITDA margins at or above 20% of this specialty chemical business. Rovensa's biosolutions business unit (representing around 80% of earnings) benefits from agricultural markets moving to more sustainable farming methods to improve the quality of produce and yield. The group has to deliver earnings growth to achieve more sustainable medium-term financial metrics. Key Rating Drivers Earnings Growth Amid Efficiency Measures: Fitch estimates Rovensa's EBITDA will increase to EUR150 milion-155 million at end-June 2025 (FY25), up from EUR123 million for FY24. Most of the earnings improvement is driven by lower selling, general and administration expenses, and lower lease rentals. The company has achieved higher volumes, but Fitch expects turnover to remain broadly flat year on year, primarily due to currency depreciation in Brazil, Mexico and the US. Fitch assumes earnings growth of around EUR35 million over the next two years, around two-thirds from further efficiency gains and closer integrating group companies and one-third from organic growth. Ongoing cost optimisation efforts include the consolidation of production capacities, logistics, procurement and working capital workstreams. High Leverage, But Moderating: Fitch anticipates EBITDA gross leverage of around 8.0x at end-FY25. Earnings growth is likely to reduce gross leverage to 7.2x by FYE26 and 6.5x by FYE27. Fitch does not expect meaningful net debt reduction over the next two years. Non-operational costs of implementing efficiency measures are likely to limit free cash flow generation, so that Fitch expects only net debt reduction of EUR15 million-EUR25 million from FYE25 actuals. Free cash flow generation should be healthier once consulting and restructuring expenditure comes down. Turnover in Focus: The company is pursuing a commercial project to drive revenues focusing on optimal pricing strategies, increasing market coverage and complementary usage of portfolios (i.e. extending the number of registrations of key products across geographies). This project will be vital for the long-term success of the business to benefit from market growth in biological nutrients and crop protection. Cost cutting and a focused organisation are important to navigate market conditions through the cycle, but adding scale will strengthen the business profile and create longer-term deleveraging capacity. Tariffs Add Complexity: Demand for agricultural inputs is influenced by weather conditions, while crop prices and currency movements affect farmers' income and affordability of seeds and crop protection. The US has implemented 17% tariffs on tomatoes from Mexico and 50% on all products from Brazil. China has imposed tariffs of 10-15% on US wheat, corn and soybeans in retaliation. As a result, farmers face additional uncertainties around crop choices, market access and quality standards of alternative end-markets. Changing trade flows could bring some opportunities, but the unpredictable nature of trade talks makes exploiting those difficult. Strong Growth in Biologicals: Food retail chains in developed markets are increasingly setting maximum residue levels linked to fertiliser and crop protection that are lower than legislated standards. As a result, food production using integrated farming methods is expanding, leading to more use of biological nutrients and crop protection alongside traditional, chemical products and digital solutions to facilitate more targeted application of nutrients and crop protection. Fitch expects the biologicals market to grow around 10% a year globally over the medium term. Meaningful Potential: There has been increasing adoption of biologicals in Brazil, particularly for integrated pest control. In the US, Mexico, Argentina and Europe, more farmers are adopting biostimulants and biofertilisers in their protocols. Large markets such as India and Africa remain largely undeveloped. India clearly wants to reduce the use of nitrogen fertilisers to cut greenhouse gas emissions. The country has government programmes to support adoption of organic farming or integrated nutrient management, which can include financial assistance for inputs. Broad Stakeholder Engagement Key: Regulatory approval processes can be lengthy, particularly in Europe where the same regulation applies for crop protection as for chemicals and biological products. Integrating new products into farming practices in a local context for specific crops requires experience and training, including field trials. As part of this, it is important to provide the right type of data and technical expertise to distributors and farmers that need to be convinced of the efficacy, affordability, consistency and other product features. Peer Analysis Fitch compares Rovensa with private equity-owned specialty chemical producers Nouryon Holding B.V. (Nouryon, B+/Stable) and Italmatch Chemicals S.p.A. (B/Stable). Rovensa's bio-solutions business provides robust medium-term growth prospects and the group has strong EBITDA margins (in weak market conditions like 2023/24 high-teens; otherwise at or above 20%). Those characteristics also apply to Nouryon, which is much larger, with EBITDA above USD1 billion, much wider product diversification across non-industrial sectors and more balanced geographic diversification across Europe, Americas and Asia-Pacific. Rovensa's major earnings are from Europe, Brazil and Mexico. Nouryon also has lower EBITDA gross leverage below 6x compared with Rovensa's about 7.0x expected for FY26. Italmatch has similar scale to Rovensa. Its product focus is on specialty chemicals including performance additives, lubricants and flame retardants for a range of end-markets with EBITDA margins in the mid-teens. Its business risk profile is incrementally weaker than Rovensa, but leverage is more moderate at around 5.5x for 2025 and 2026. Key Assumptions - Revenue growth of 6.5% over FY26 and FY27 on average - Average EBITDA margin of 22%-23% over FY26 and FY27 - No acquisitions over the medium term - Capex of EUR31 million in FY26 and EUR34 million in FY27 - Non-operational expenditure of EUR17 million in FY26 and EUR10 million in FY27 to facilitate implementation of the cost optimisation programme and closer integration of group companies - No dividends Recovery Analysis The recovery analysis assumes that Rovensa would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. Fitch uses a GC EBITDA of EUR120 million, which assumes a slowdown in demand growth and increasing competition that is mitigated by cost efficiencies. An enterprise value (EV) multiple of 5.5x EBITDA is applied to the GC EBITDA to calculate a post re-organisation EV. Rovensa's EUR165 million revolving credit facility (RCF) and EUR150 million local opco facilities in LatAm are assumed to be fully drawn. The EUR1,027.5 million of TLB tranches rank equally with the RCF and other liquidity lines. Fitch assumes that Rovensa's factoring programme would be replaced by a super-senior facility. After deducting 10% for administrative claims, its analysis generated a waterfall-generated recovery computation in the 'RR4' band, indicating a 'B-' senior secured TLB rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Slower-than-expected market recovery leading to EBITDA gross leverage remaining above 7.5x by FYE26 - Negative free cash flow leading to higher gross debt and reducing liquidity buffer over the next 12 months - Lack of progress with refinancing the debt facilities by March 2026 Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Earnings growth leading to EBITDA gross leverage below 6.5x on a sustained basis - FCF margin above 2.5% Liquidity and Debt Structure At end-June 2025, the group had EUR62.7 million of cash and cash equivalents and EUR91 million available under its syndicated committed RCF (maturity in March 2027). In addition, the group has EUR10 million undrawn opco facilities in LatAm with availability of more than one year. Fitch expects the business to be broadly free cash flow neutral over FY26. The group is funded until end-2026. Issuer Profile Rovensa develops, manufactures and markets bio-solutions and crop protection for responsible and sustainable agriculture management for higher-value crops. The business serves markets mostly from local production sites in Europe, the US, Mexico and Brazil, which avoids direct impact from tariffs (although there are secondary impacts through the farming value chain). 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 ----------- ------ -------- ----- Root Bidco S.a.r.l. LT IDR B- Affirmed B- senior secured LT B- Affirmed RR4 B- ===================== N E T H E R L A N D S ===================== JUBILEE PLACE 8: S&P Assigns CCC+(sf) Rating on Class X2 Notes -------------------------------------------------------------- S&P Global Ratings has assigned credit ratings to Jubilee Place 8 B.V.'s class A, X1, and X2 notes and class B-Dfrd to F-Dfrd interest deferrable notes. At closing, the issuer also issued unrated S1 and S2 certificates and unrated class R notes. Jubilee Place 8 is an RMBS transaction that securitizes a portfolio of buy-to-let (BTL) mortgage loans secured on properties located in the Netherlands. The loans in the pool were originated by DNL 1 B.V. (DNL; 14.06%; trading as Tulp), Dutch Mortgage Services B.V. (DMS; 59.92%; trading as Nestr), and Community Hypotheken B.V. (Community; 26.02%; trading as Casarion). All three originators are experienced lenders in the Dutch BTL market. The key characteristics and performance to date of their mortgage books are similar with peers. Moreover, Citibank N.A., London Branch (Citi) maintains significant oversight in operations, and due diligence is conducted by an external company, Fortrum, which completes an underwriting audit of all the loans for each lender before a binding mortgage offer can be issued. At closing, the issuer used the issuance proceeds to purchase the full beneficial interest in the mortgage loans from the seller. The issuer grants security over all its assets in favor of the security trustee. The underwriting criteria target prime, professional landlords with no adverse credit history. S&P views all three originators' lending standards positively, given their experience in the Dutch BTL market. Credit enhancement for the notes comprises subordination, a reserve fund, and excess spread. Because the notes pay down sequentially, credit enhancement builds up over time, enabling the structure to withstand performance shocks. A cash advance facility only provides liquidity support to the class A and B-Dfrd notes once they become the most senior note outstanding. The reserve fund is partially funded at closing, with the remaining amount to be funded from principal receipts. Hence, liquidity support is unavailable for the other rated notes, other than principal collections once they become the most senior class of notes outstanding. As they are deferrable notes, all accrued interest are payable at maturity once they are the most senior notes. Any excess amount in the liquidity reserve over the required amount will be released to the principal priority of payments. S&P said, "There are no rating constraints in the transaction under our counterparty, operational risk, or structured finance sovereign risk criteria. We consider the issuer to be bankruptcy remote and the transaction documents to be compliant with our legal criteria." Capital structure Class Rating Amount (mil. EUR) Class size (%) A AAA (sf) 241.36 90.00 B-Dfrd AA (sf) 14.08 5.25 C-Dfrd A (sf) 7.37 2.75 D-Dfrd BBB+ (sf) 3.75 1.40 E-Dfrd BB+ (sf) 0.80 0.30 F-Dfrd B- (sf) 0.81 0.30 X1 B- (sf) 6.70 2.50 X2 CCC+ (sf) 2.68 1.00 S1 NR N/A N/A S2 NR N/A N/A R NR N/A N/A NR--Not rated. N/A--Not applicable. =========== R U S S I A =========== BANK IPAK YULI: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Joint Stock Innovation Commercial Bank Ipak Yuli's Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B' with Positive Outlooks. Fitch has also affirmed Ipak Yuli's Viability Rating (VR) at 'b'. Key Rating Drivers Ipak Yuli's LT IDRs of 'B' are driven by the bank's standalone profile , as captured by its 'b' VR. The VR reflects the bank's limited franchise, high balance sheet dollarisation, potentially vulnerable loan quality and substantial reliance on wholesale funding. It also incorporates good profitability, an adequate liquidity buffer and reasonable capitalisation. The Positive Outlook on the bank's LT IDRs reflects Fitch Ratings' expectations that favourable economic conditions in Uzbekistan will persist and result in a sustained strengthening of the bank's business profile, its robust internal capital generation, and stable funding and liquidity. Improving Operating Environment: The operating environment for Uzbek banks has materially strengthened in recent years, and Fitch expects further improvements, particularly in addressing structural risks and enhancing the quality of regulation and governance. This, alongside robust economic growth, should support business growth and lead to stronger earnings and capital generation, making banks' credit profiles more resilient. Therefore, Fitch has a positive outlook on the operating environment score. Small Bank, SME Lending Focus: Ipak Yuli is a small, privately owned bank in the concentrated Uzbek banking system (2.8% of sector assets). The bank grants corporate and SME loans (end-1H25: 75% of gross loans) but is also developing its retail lending. It benefits from partial ownership by international financial institutions, which hold around 31% of shares, although its overall ownership structure is complex. Rapid Growth Expected, Notable Dollarisation: The bank had high FX-adjusted loan growth, averaging 31% in 2021-2023 and outpacing the sector's 16%. Loan expansion slowed to 20% in 2024 but remained above the sector average of 11%. Fitch expects similar growth in 2025-2026, driven largely by SME and retail lending. Loan dollarisation was a high 37% at end-1H25, but below the sector's 42%. Moderate Impaired Loans; Good Coverage: Ipak Yuli's impaired loans (Stage 3 loans under IFRS 9) decreased slightly to 3.2% of gross loans at end-1H25 (end-2024: 3.7%) and were well covered by loan loss allowances on the same date (end-2024: 82%). Fitch expects some Stage 2 exposures (end-1H25: 10% of gross loans) to migrate to Stage 3, but the bank's impaired loans ratio is likely to remain below 5% in 2025-2026, supported by write-offs and loan growth. Good Profitability: The bank's focus on high-yielding products supports wide margins (1H25: 9.5%). This, alongside reasonable operating efficiency, leads to high pre-impairment profit (1H25: 8% of average loans). The loan impairment charges were limited at 0.6% of average loans, resulting in a high operating profit at 3.9% of risk-weighted assets (RWAs) in 1H25 (2024: 4.1%). Fitch expects the bank's operating profitability to remain good in 2H25-2026, although this could be weighed down by higher loan impairment charges. Reasonable Capitalisation: Ipak Yuli's Fitch Core Capital (FCC) ratio picked up to 14.9% at end-1H25 (end-2024: 14.1%) due to strong profits and limited 7% risk-weighted assets (RWA) growth. The bank's regulatory Tier 1 capital ratio also rose to 13.2% at end-1H25 (end-2024: 12.1%) and comfortably exceeded the regulatory threshold of 10%. Fitch expects the FCC ratio to decrease on likely loan expansion but stay above 14% in 2H25-2026. Wholesale Funding, Adequate Liquidity Buffer: Ipak Yuli's wholesale funding accounted for a notable 37% of total liabilities at end-1H25, resulting in a high 126% loans/deposits ratio. It comprised mostly long-term funds from international financial institutions (end-1H25: 88%). Non-state customer deposits made up 57% of liabilities at end-1H25, higher than at larger peers. The bank's liquidity cushion made up an adequate 31% of assets at end-1H25 and, net of forthcoming wholesale repayments, covered 42% of customer deposits. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would be likely to revise the Outlook on Ipak Yuli's LT IDRs to Stable if there were no material improvements in the operating environment for Uzbek banks, or if there were a persistent decline in the bank's FCC ratio sharply below 12%, driven by weaker internal capital generation and aggressive growth. The bank's LT IDRs and VR could be downgraded as a result of material deterioration in asset quality, leading to a substantial increase in impairment charges and loss-making performance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Ipak Yuli's LT IDRs would require an improvement in Fitch's assessment of the local operating environment, alongside the bank maintaining a stable financial profile. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Ipak Yuli's 'B' Short-Term IDRs are the only possible option mapping to the 'B' LT IDRs The Government Support Rating of 'no support' (ns) reflects the absence of a record of reliable support from Uzbekistan's authorities for privately owned banks. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The ST IDRs are sensitive to changes in the bank's LT IDRs. Upgrade potential for Ipak Yuli's 'ns' Government Support Rating is limited. 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 Innovation Commercial Bank Ipak Yuli LT IDR B Affirmed B ST IDR B Affirmed B LC LT IDR B Affirmed B LC ST IDR B Affirmed B Viability b Affirmed b Government Support ns Affirmed ns UNIVERSAL BANK: Fitch Affirms 'B-' LongTerm IDRs, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Uzbekistan-based Joint Stock Commercial Bank Universal Bank's Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B-', with a Stable Outlook. The bank's Viability Rating (VR) has been affirmed at 'b-'. Key Rating Drivers Universal`s IDRs are driven by the bank's standalone creditworthiness, as reflected in its 'b-' VR. The VR incorporates the bank's limited franchise, low market share, rapid recent loan growth and lending concentrations, including exposures to related parties. The VR also considers moderate loan impairments, healthy profitability, and reasonable capital and liquidity buffers. The bank's VR is one notch below the 'b' implied VR as a result of a negative adjustment to its business profile, which reflects governance risks arising from potentially higher amounts of related-party lending than reported. Improving Operating Environment: The operating environment for Uzbek banks has materially strengthened in recent years, and Fitch expects further improvements, particularly in addressing structural risks and enhancing the quality of regulation and governance. This, alongside robust economic growth, should support business expansion and lead to stronger earnings and capital generation, making banks' credit profiles more resilient. This is underlined in the positive outlook on the operating environment score. Small Uzbek Bank: Universal is a small privately owned bank, with less than 1% of the highly concentrated domestic banking sector assets. It focuses on SME financing, complemented by retail lending. Related-Party Lending, Moderate Dollarisation: Universal mostly provides short-term, working capital loans, with dollarisation (end-1H25: 18%) far below the sector average (42%). Reported related-party loans rose to 10% of gross loans at end-2024 (end-2023: 3%), although the amount could be higher than reported. Lending is concentrated, with exposure to the top 25 borrowers making up 41% of loans, or 1.2x Fitch Core Capital at end-2024. Moderate Asset Quality: Universal's impaired loans (Stage 3 loans under IFRS) equalled a moderate 2% of gross loans at end-2024, although up from 1% at end-2023, on the back of the loan book seasoning. Risks are reduced by full impaired loans coverage by total loan-loss allowances at end-2024. Fitch forecasts the impaired loans ratio will go up further over the next two years but remain no higher than 4%. Fee Income Supports Profitability: A high share of fee income in Universal`s operating income (2024: 57% of operating income) supports its return on average equity (2024: 27%). The operating profit/risk-weighted assets (RWAs) ratio declined to a still healthy 5.1% in 2024 (2023: 5.6%), and Fitch expects it to remain at about 5% over the next two years. The bank's 1H25 results under local GAAP reflected a continuation of previous trends, with lower provisioning driving the higher return on average equity. Moderate Capitalisation: Universal's Fitch Core Capital ratio fell to 16.8% at end-2024 (end-2023: 17.6%), following RWA growth, which Fitch considers as moderate for its asset-quality risks. Capital encumbrance from unreserved impaired loans remains low. At end-1H25, the regulatory Tier 1 ratio was lower, at 13.4%, reflecting higher risk weights on retail loans, but remained above the regulatory minimum of 10%. Fitch forecasts the Fitch Core Capital ratio will rise closer to 19% by end-2026, supported by moderating RWA increases and the absence of large cash payouts. Customer Funding; Healthy Liquidity Cushion: Universal is mainly funded by customer accounts (75% of liabilities at end-1H25), while wholesale funding (9%) is limited. The bank's large stock of liquid assets (30% of assets at end-1H25) covered about 48% of state and non-state deposits combined. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Universal's ratings could be downgraded on a loss-making performance on a pre-impairment basis, or if a material increase in problem loans and widening credit losses resulted in the bank's capital ratios falling below their statutory requirements. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Universal`s Long-Term IDRs and VR would require material improvements in the bank's corporate governance and risk-management framework, and a reduction in related-party exposures. An improvement in Fitch's assessment of the local operating environment could also be credit positive. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's 'B' Short-Term IDRs are the only possible option mapping to its 'B-' Long-Term IDRs. The Government Support Rating of 'no support' (ns) reflects the absence of a record of reliable support from Uzbekistan's authorities for privately owned banks. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the bank's Long-Term IDRs. Upside for the Government Support Rating is limited. VR ADJUSTMENTS The earnings and profitability score of 'b' is below the implied 'bb' category score due to the following adjustment reason: earnings stability (negative). ESG Considerations Universal has an ESG Relevance Score of '4' for Governance Structure, reflecting weaknesses in governance and controls leading to risks of high related-party lending. This factor 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. Entity/Debt Rating Prior ----------- ------ ----- Joint Stock Commercial Bank Universal Bank LT IDR B- Affirmed B- ST IDR B Affirmed B LC LT IDR B- Affirmed B- LC ST IDR B Affirmed B Viability b- Affirmed b- Government Support ns Affirmed ns ========= S P A I N ========= CAIXABANK PYMES 11: Moody's Affirms B1 Rating on EUR318.5MM B Notes ------------------------------------------------------------------- Moody's Ratings has upgraded the ratings of senior Notes issued by two Spanish SME ABS issuers and backed mainly by loans granted to small and medium-sized enterprises (SMEs) and microenterprises. The rating action reflects the decrease in country risk as reflected by the increase of the related local currency bond country ceiling of Spain on September 26, 2025. Moody's also affirmed the ratings of the Notes that had sufficient credit enhancement to maintain their current ratings. Issuer: CAIXABANK PYMES 11, FONDO DE TITULIZACION EUR2131.5M (Current outstanding amount EUR4.1M) Series A Notes, Upgraded to Aaa (sf); previously on Jul 21, 2025 Affirmed Aa1 (sf) EUR318.5M Series B Notes, Affirmed B1 (sf); previously on Jul 21, 2025 Upgraded to B1 (sf) Issuer: CAIXABANK PYMES 13, FONDO DE TITULIZACION EUR2610M (Current outstanding balance EUR1781.2M) Class A Notes, Upgraded to Aaa (sf); previously on Jun 25, 2025 Affirmed Aa1 (sf) EUR390M Class B Notes, Affirmed B1 (sf); previously on Jun 25, 2025 Upgraded to B1 (sf) RATINGS RATIONALE The rating action is prompted by the increase in the local-currency bond country ceiling of Spain to Aaa. Decreased Country Risk Spain's sovereign rating was upgraded to A3 in September 2025, which resulted in an increase in the local-currency bond country ceiling to Aaa. Spain's country ceiling and, therefore, the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). The decrease in sovereign risk is reflected in Moody's quantitative analysis for mezzanine and junior tranches. By increasing the maximum achievable rating for a given portfolio loss, the methodology alters the loss distribution curve and implies lower probability of high loss scenarios. Revision of Key Collateral Assumptions As part of the rating action, Moody's reassessed Moody's expected default rate and recovery rate assumptions for the portfolio reflecting the collateral performance to date. The performance of both transactions has continued to be stable. 90 days plus arrears currently stand at 1.92% of current pool balance in CAIXABANK PYMES 11, FONDO DE TITULIZACION and 1.45% of current pool balance in CAIXABANK PYMES 13, FONDO DE TITULIZACION. Cumulative defaults currently stand at 1.96% of original pool balance in CAIXABANK PYMES 11, FONDO DE TITULIZACION and 0.35% of original pool balance in CAIXABANK PYMES 13, FONDO DE TITULIZACION. For CAIXABANK PYMES 11, FONDO DE TITULIZACION, the current expected default rate is 8.5% of the current portfolio balance and the assumption for the stochastic recovery rate is 37%. For CAIXABANK PYMES 13, FONDO DE TITULIZACION, the current expected default rate is 5.3% of the current portfolio balance and the assumption for the stochastic recovery rate is 35%. Moody's reassessed Moody's SME Stressed Loss assumption for these transactions. SME stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. As a result, Moody's have decreased the SME Stressed Loss assumption to 30.6% from 32.2% in CAIXABANK PYMES 11, FONDO DE TITULIZACION and to 23.4% from 23.5% in CAIXABANK PYMES 13, FONDO DE TITULIZACION. Counterparty Exposure: The rating actions took into consideration the Notes' exposure to relevant counterparties, such as servicer and account bank. The principal methodology used in these ratings was "SME Asset-backed Securitizations" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include: (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement, and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include: (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the Notes' available credit enhancement, and (4) deterioration in the credit quality of the transaction counterparties. =========================== U N I T E D K I N G D O M =========================== BARONY UNIVERSAL: AlixPartners UK Named as Administrators --------------------------------------------------------- Barony Universal Products Limited was placed into administration proceedings in the Court of Session, No P996 of 2025, and Clare Kennedy, Alastair Beveridge and Kevin Wall of AlixPartners UK LLP were appointed as administrators on Sept. 30, 2025. Barony Universal Products fka Barony Universal Products Plc is a manufacturer of perfumes and toilet preparations. Its registered office and principal trading address is at 5 Riverside Way, Riverside Business Park, Irvine, Ayrshire, KA11 5DJ The joint administrators can be reached at: Clare Kennedy Alastair Beveridge Kevin Wall AlixPartners UK LLP 6 New Street Square London, EC4A 3BF For further details, contact: The Joint Administrators Email: BaronyUniversal@AlixPartners.com Alternative contact: Chris Robb BELIEVE IN SCIENCE: Leonard Curtis Named as Administrators ---------------------------------------------------------- Believe in Science Ltd 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-2025-006430, and Nicola Elaine Layland and Michael Robert Fortune of Leonard Curtis were appointed as administrators on Sept. 25, 2025. Believe in Science specialized in air fried donuts and cake pots. Its registered office is at 2 Leman Street, London, E1W 9US Its principal trading address is at 79-80 Blackfriars Road, London, SE1 8HA; 28 Chase Road, London, NW10 6QN The joint administrators can be reached at: Nicola Elaine Layland Michael Robert Fortune Leonard Curtis 1580 Parkway Solent Business Park Whiteley Fareham, Hampshire PO15 7AG For further details, contact: The Joint Administrators Email: creditors.south@leonardcurtis.co.uk Alternative contact: David Manning COUNTING KING: Seneca IP Named as Administrators ------------------------------------------------ Counting King Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts, No 006493 of 2025, and John Hedger of Seneca IP Limited was appointed as administrators on Oct. 3, 2025. Counting King engaged in tax consultancy. Its registered office is at Speedwell Mill, Old Coach Road, Tansley, Matlock, Derbyshire, DE4 5FY Former Registered Office: 10 Exchange Quay, Salford, Greater Manchester, M5 3EW The joint administrators can be reached at: John Hedger Seneca IP Limited Speedwell Mill, Old Coach Road Tansley, Matlock, DE4 5FY For further details, contact: Michelle Shaw Tel No: 01629 761700 Email: michelle.shaw@seneca-ip.co.uk ELECTROPAINT LIMITED: FRP Advisory Named as Administrators ---------------------------------------------------------- Electropaint Limited was placed into administration proceedings in the Business and Property Court in Newcastle upon Tyne, Court Number: CR-2025-NCL-000118, and Steven Ross and Allan Kelly of FRP Advisory Trading Limited were appointed as administrators on Oct. 2, 2025. Electropaint Limited specialized in electrophoretic and powder coating. Its registered office is at 2 Quarry Road, Brixworth Industrial Estate, Brixworth, Northampton, NN6 9UB to be changed to Suite 5, 2nd Floor, Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3LS Its principal trading address is at Unit S1, Tursdale Business Park, Durham, DH6 5PG The joint administrators can be reached at: Steven Ross Allan Kelly FRP Advisory Trading Limited Suite 5, 2nd Floor, Bulman House Regent Centre Newcastle Upon Tyne NE3 3LS For further details, contact: The Joint Administrators Tel No: 0191 605 3737 Alternative contact: Andrew Bilby Email: cp.newcastle@frpadvisory.com FYLDE FUNDING 2025-1: Moody's Gives B2 Rating to GBP3.49MM F Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by Fylde Funding 2025-1 PLC: GBP156.34M Class A Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned Aaa (sf) GBP14.94M Class B Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned Aa1 (sf) GBP8.96M Class C Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned A1 (sf) GBP7.97M Class D Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned Baa1 (sf) GBP6.47M Class E Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned Ba1 (sf) GBP3.49M Class F Mortgage Backed Floating Rate Notes due July 2057, Definitive Rating Assigned B2 (sf) GBP4.48M Class X1 Floating Rate Notes due July 2057, Definitive Rating Assigned Ba2 (sf) Moody's have not assigned definitive ratings to the subordinated GBP0.99M Class Z Mortgage Backed Notes due July 2057, the GBP2.19M Class X2 Floating Rate Notes due July 2057 and the GBP10.83M VRR Loan Note. RATINGS RATIONALE The Notes are backed by a static pool of UK non-conforming second-lien residential mortgage loans originated by Tandem Home Loans Limited. This represents the second issuance out of the Fylde Funding label. The portfolio of assets amount to approximately GBP210 million as of August 31 pool cutoff date. The Reserve Fund will not be funded at closing, but will be funded via the Pre-Enforcement Redemption Priority of Payments to 1.6% of the initial Class A and Class B Notes principal balance, and the total credit enhancement for the Class A Notes will be 21.5 after closing, with the reserve fund fully funded. The liquidity reserve fund required amount will be tracking 1.6% of the outstanding balance of the Class A Notes and Class B Notes at the interest payment date, with excess amounts amortising down the principal waterfall. The reserve fund required amount will be reduced to zero, when its balance is sufficient to redeem Class A and Class B notes. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from various credit strengths such as a granular portfolio and an amortising liquidity reserve. However, Moody's notes that the transaction features some credit weaknesses such as an unrated originator and servicer. Various mitigants have been included in the transaction structure such as CSC Capital Markets UK Limited (NR) acting as the back-up facilitator to mitigate the operational risk. To ensure payment continuity over the transaction's lifetime, the transaction documents incorporate estimation language whereby the cash manager Citibank, N.A., London Branch (Aa3(cr)/P-1(cr)) can use the three most recent servicer reports to determine the cash allocation in case no servicer report is available. Additionally, there is an interest rate risk mismatch between the 100% of loans in the pool that are fixed rate that revert to the SVR, and the Notes which are floating rate securities with reference to compounded daily SONIA. To mitigate this mismatch there will be a scheduled notional fixed-floating interest rate swap provided by Banco Santander S.A. (Spain) (A1/P-1; A2(cr)/P-1(cr)).The swap framework is in accordance with Moody's guidelines. The collateral trigger is set at loss of A3(cr) and the transfer trigger at loss of Baa3(cr). The Class C note rating is constrained due to linkage to the swap counterparty. Moody's determined the portfolio lifetime expected loss of 4.8% and MILAN Stressed Loss of 21.3% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected loss and MILAN Stressed Loss 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 RMBS. Portfolio expected loss of 4.8%: this is in line with the UK second-lien RMBS sector average and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (i) limited performance data; (ii) the current macroeconomic environment in the United Kingdom; and (iii) benchmarking with similar transactions in the UK second-lien sector. MILAN Stressed Loss of 21.3%: this is in line with the UK second-lien RMBS sector average and follows Moody's assessments of the loan-by-loan information, taking into account: (i) 100.0% of the pool is second-lien, (ii) the originator, data quality and servicer assessment, (iii) the arrears balance (none of the loans in the pool are in arrears) and the exposure to borrowers with adverse credit; and (iv) the limited historical performance data. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the Notes include significantly better than expected performance of the pool together with an increase in credit enhancement of Notes. Factors that would lead to a downgrade of the ratings include: (i) an increase in the level of arrears resulting in a higher level of losses than forecast; (ii) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions; (iii) the risk of increased swap linkage due to a downgrade of a swap counterparty ratings or (iv) economic conditions being worse than forecast resulting in higher arrears and losses. PL LONDON: RSM UK Named as Administrators ----------------------------------------- PL London Ltd was placed into administration proceedings in the High Court of Justice, Business & Property Courts of England & Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006588, and Glen Carter and Deviesh Raikundalia of RSM UK Restructuring Advisory LLP were appointed as administrators on Sept. 23, 2025. PL London Ltd, trading as Panoramic Landscape Contractors, engaged in landscape service activities. Its registered office is at 124 City Road, London, EC1V 2NX Its principal trading address is at 15-20 Gresley Road, St Leonards-on-Sea, TN38 9PL The joint administrators can be reached at: Deviesh Raikundalia RSM UK Restructuring Advisory LLP Rivermead House 7 Lewis Court, Grove Park Leicester, LE19 1SD -- and -- Glen Carter RSM UK Restructuring Advisory LLP Highfield Court, Tollgate Chandlers Ford, Eastleigh, SO53 3TY Correspondence address & contact details of case manager: Nick Talbot RSM UK Restructuring Advisory LLP Highfield Court Tollgate Chandlers Ford Eastleigh SO53 3TY Tel: 02380 646464 For further details, contact: Glen Carter Tel No: 02380 646464 -- or -- Deviesh Raikundalia Tel: 0116 282 0550 RC LEGACY: Quantuma Advisory Named as Administrators ---------------------------------------------------- RC Legacy 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-2025-006645, and Nicholas Simmonds and Chris Newell of Quantuma Advisory Limited were appointed as administrators on Sept. 25, 2025. RC Legacy Limited fka Couno Limited, trading as Couno Limited, specialized in information technology service activities. Its registered office is at Admirals Offices Main Gate Road, The Historic Dockyard, Chatham, ME4 4TZ and it is in the process of being changed to 1st Floor, 21 Station Road, Watford, Herts, WD17 1AP Its principal trading address is at 19 Station Road, Thorpe Bay, Southend-on-Sea, Essex, SS1 3JY The joint administrators can be reached at: Nicholas Simmonds Chris Newell Quantuma Advisory Limited 1st Floor, 21 Station Road Watford, Herts, WD17 1AP For further information, contact: Clare Vila Tel No: 01923 954 174 Email: clare.vila@quantuma.com REGALPOINT (BYFLEET): CG&Co Named as Administrators --------------------------------------------------- Regalpoint (Byfleet) Limited was placed into administration proceedings in the The Business & Property Courts of England & Wales, Court Number: CR-2025-006512 and Edward M Avery-Gee and Daniel Richardson of CG&Co were appointed as administrators on Sept. 25, 2025. Regalpoint (Byfleet) engaged in the development of building projects. Its registered office is at CG & Co, 27 Byrom Street, Manchester, M3 4PF Its principal trading address is at The Studio, 149a High Street, Sevenoaks, TN13 1XJ The joint administrators can be reached at: Edward M Avery-Gee Nick Brierley CG & Co 27 Byrom Street Manchester, M3 4PF For further details, contact: Lucy Duckworth Email: Lucy.Duckworth@cg-recovery.com Tel No: 0161 358 0210 S4 CAPITAL: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative --------------------------------------------------------------- Fitch Ratings has downgraded S4 Capital plc's (S4C) Long-Term Issuer Default Rating (IDR) to 'B+', from 'BB-'. The Outlook remains Negative. Fitch has also downgraded S4 Capital LUX Finance S.a r.l.'s senior secured instrument rating to 'B+' from 'BB' with the Recovery Rating changing to 'RR4' from 'RR3'. The IDR downgrade reflects continuing financial pressure from low business scale and compressed margins, heightened earnings volatility and low confidence in the near-term operating traction. The Negative Outlook reflects low revenue visibility and significant execution risks on the turnaround strategy aimed at achieving margin improvement and stable revenue. The rating continues to reflect strong liquidity and low leverage for the rating level, underpinned by consistent free cash flow (FCF) generation, a disciplined financial policy, and the absence of near-term refinancing risks. Further negative rating action could follow on weaker margins or persistent scale erosion. Key Rating Drivers Poor Sales Visibility: S4C's near-term revenue outlook is obscured by continued caution in client marketing budgets, particularly among large technology accounts, lower pitch activity and weaker conversion rates. The 11.9% like-for-like revenue decline in 1H25 underscores limited visibility on order intake and project ramp-up, with mix and timing effects likely to keep quarterly performance volatile. New blue-chip contracts will offer support in 2H25, but activation pace and scale remain uncertain. Further client attrition could prolong the recovery in sales. There is elevated execution risk in delivering the turnaround to achieve stable or growing revenue and improved profitability. Success depends on disciplined cost control, converting projects into recurring, scalable activity and overall market conditions. EBITDA Margin Erosion: S4C reported an operational EBITDA margin of 11.6% in 2024, down from 18% in 2021. The margin remained under pressure from upfront cost commitments for prior growth initiatives, including elevated hiring and onboarding costs, followed by revenue losses where staff cuts lagged the decline in activity. Fitch-defined EBITDA margin has been broadly sustained at 9%-10% over the last two years, but further improvement is contingent on the timely execution of additional staff cost efficiencies. Execution risk is heightened by uncertainties around the pace and effectiveness of cost actions and the potential for rapid AI-driven shifts in client requirements and onboarding needs. Small Scale: S4C's operating scale remains modest relative to global peers, limiting its ability to absorb demand shocks and exert pricing power across cycles. Its earnings base is small and vulnerable to revenue volatility in end-markets, with the Fitch-defined EBITDA forecast at around GBP73 million in 2025. The smaller size makes it harder to spread fixed costs, putting pressure on margins, and a narrower operating footprint raises execution risks as S4C ramps up new contracts and seeks to broaden its client mix. Demonstrating sustained growth and margin expansion will be important to strengthen scale and improve rating headroom. Positive FCF Supports Liquidity: Fitch assesses liquidity as adequate, with projected end-2025 resources comprising Fitch-adjusted cash of about GBP195 million and full access to a GBP100 million revolving credit facility. Consistent positive FCF, supported by strict cost control, low capex and moderate working-capital outflows, underpins resilience even in stressed trading. Fitch expects FCF margins of 3%-4% over the next few years, assuming revenue stabilisation. The EUR375 million term loan B (TLB) due in 2028 is likely to be refinanced at a higher cost, and Fitch does not expect refinancing to constrain FCF given low leverage. Prudent Financial Policy: S4C has suspended inorganic growth and set clear balance-sheet parameters (company-reported net debt 1.5x-2.0x; absolute net debt excluding leases GBP100 million-140 million). Adherence to these thresholds, alongside tight cost management and cash retention, supports the credit profile. Any relaxation of these safeguards or a shift to cash consumption would weigh on the credit profile. Comfortable Credit Metrics: S4C's financial profile is supported by a relatively low leverage for 'B+' rating, with Fitch-defined EBITDA net leverage of 1.7x at end-2024, below the negative sensitivity. Fitch anticipates that the company will gradually reduce its leverage, underpinned by a conservative financial strategy and positive FCF. Fitch expects its leverage to decrease to about 1.0x by 2027, assuming the RCF remains unused, allowing financial flexibility. S4C's Fitch-defined cash flow from operations less capex to total debt remains robust at average 12% in the next three years. Key Person Risk Rating Neutral: Fitch views S4C's founder, Sir Martin Sorrell, a key figure in global advertising, as crucial to attracting other founding investors. He makes the company attractive to merger targets and industry talents, and provides access to key client accounts, with no visible abuse of power. Sir Martin owned 9.4% of S4C at end-2024 and the only 'B' share (providing veto rights and the right to appoint either himself or another to the board). He has built a robust leadership team, several of which Fitch considers key personnel, over the past few years. Peer Analysis S4C has few comparable Fitch-rated peers. Fitch does not benchmark it against large global advertising companies given their maturity and scale. There are similarities with digital advertising platform Speedster Bidco GmbH (B/Stable) and diversified media peer Delta Topco Limited (Formula 1; BB/Stable). These peers typically have higher margins and a larger share of contracted revenue than S4C, supporting higher rating thresholds. Another peer of similar scale, Daily Mail and General Trust plc (DMGT; BB+/Stable), has a diversified portfolio across B2B and consumer media, and a measured financial policy that provides flexibility to manage operational risks. DMGT is rated higher than S4C due to lower leverage. Among European studios and rights-driven media, ratings depend on scale, contractual visibility, and renewal risk. Banijay S.A.S. (B+/Stable) is rated above Mediawan Holding SAS (B/Stable) due to larger scale, a focus on non-scripted content that supports steadier cash flow and less operational fluctuation, and parent-subsidiary linkage considerations given the robustness of parent Banijay Group N.V., resulting in a one-notch uplift from Banijay's 'b' Standalone Credit Profile. Compared with these models, S4C's project-based advertising services have lower contracted revenue and higher exposure to cyclical client budgets, resulting in weaker revenue visibility and greater earnings volatility than larger studios and diversified media names. However, S4C is rated higher than most of these peers due to its lower leverage and stronger financial flexibility, which provide greater capacity to absorb operating shocks. Key Assumptions Fitch's Key Assumptions Within the Rating Case for the Issuer: - Net and gross revenue to fall by 6.7% and 7.7% in 2025, respectively, before increasing in the low single digits each year to 2028; - Fitch-defined EBITDA margin at 9.3% in 2025, and gradually recovering towards 12.5% by 2028; - Change in working capital inflow at 2% of total revenue in 2025 and flat cash outflow at 0.5% of revenue in 2025 and beyond; - Capex of 1% of revenue in 2025 and about 1.5% in 2026 and beyond; - Restructuring costs of GBP18 million in 2025 and GBP10 million in 2026 and 2027, half of it treated as recurring and half treated as an exceptional item; - Dividends of GBP6 million in 2025, increasing by 10% a year to 2028 Recovery Analysis The recovery analysis assumes that S4C would be considered a going concern in bankruptcy and that the company would be reorganised rather than liquidated. This is because most of its value lies within its asset light business model of content creation, strengthened by longstanding client relationships. Fitch estimates a going concern EBITDA at GBP50 million, reflecting the loss of key contracts and lower visibility on future revenue increases. An enterprise value multiple of 4.5x is used to calculate a post-reorganisation valuation. For the recovery analysis, Fitch assumes that the debt comprises the GBP100 million RCF (assumed to be fully drawn in the event of default) as well as the EUR375 million TLB (GBP326 million equivalent), both senior secured. After deducting 10% for administrative claims, its waterfall analysis generates a ranked recovery for the senior first-lien secured debt with a Recovery Rating of 'RR4', indicating a 'B+' instrument rating for the group's senior secured debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weak performance resulting in continued pressure on revenue and margins; - EBITDA gross leverage expected to remain consistently above 5.0x; - FCF margin expected to remain consistently in low-single digits; - EBITDA interest cover expected to remain below 3x on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated return to sustained organic growth with EBITDA margin recovering to around 15%, underpinned by broader end-market exposure and lower customer concentration; - Larger scale as demonstrated by growth in EBITDA to above GBP130 million with consistently positive FCF generation and mid-single digit FCF margins; - EBITDA gross leverage expected to remain consistently below 3.5x. Fitch could revise the Outlook to Stable on: - Evidence of successful financial turnaround leading to improvement in the top-line performance and profitability; - EBITDA leverage expected to remain consistently below 5.0x; - FCF margin expected to be consistently at low-single digit. Liquidity and Debt Structure Fitch assesses company's liquidity as adequate with S4C had GBP175 million of cash and cash equivalents at end-1H25, supported by positive FCF generation. The company also has access to a GBP100 million RCF undrawn as of 1H25 (maturing in August 2026, renewed for GBP80 million to February 2028). Refinancing risk is limited, with the TLB maturing only in August 2028. Issuer Profile S4C provides digital advertising, marketing and technology services. Operating in 33 countries, it creates content, data and digital media, and technology services, with significant exposure to the tech sector. Major clients include Uber, Meta, Amazon, Disney and Walmart. 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 ----------- ------ -------- ----- S4 Capital plc LT IDR B+ Downgrade BB- S4 Capital LUX Finance S.a r.l. senior secured LT B+ Downgrade RR4 BB SCOTT GROUP: R2 Advisory Named as Administrators ------------------------------------------------ Scott Group Renewables (UK) Limited was placed into administration proceedings in the Business and Property Court of England and Wales, Court Number: CR-2025-006671, and Robert Horton of R2 Advisory Limited was appointed as administrators on Sept. 26, 2025. Scott Group Renewables engaged in scientific and technical activities. Its registered office is c/o R2 Advisory Limited, St Clements House, 27 Clements Lane, London, EC4N 7AE Its principal trading address is at Business First Business Centre, 23 Goodlass Road, Liverpool, L24 9HJ The joint administrators can be reached at: Robert Horton R2 Advisory Limited St Clement's House 27 Clements Lane London EC4N 7AE For further details, contact: Robert Horton Tel No: 020 7043 4190 Email: enquiries@r2a.uk.com Alternative contact: Oliver Stoneman STORELAB LTD: Quantuma Advisory Named as Administrators ------------------------------------------------------- Storelab Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Court Number: CR-2025-006519, and Elias Paourou and Marc Norman of Quantuma Advisory Limited were appointed as administrators on Sept. 25, 2025. Storelab Ltd engaged in business and domestic software development. Its registered office is at Unit 2 Pondtail Farm, Coolham Road, West Grinstead, Horsham, RH13 8LN and it is in the process of being changed to 3rd Floor, 37 Frederick Place, Brighton, Sussex, BN1 4EA Its principal trading address is at Unit 2 Pondtail Farm, Coolham Road, West Grinstead, Horsham, RH13 8LN The joint administrators can be reached at: Marc Norman Elias Paourou Quantuma Advisory Limited 3rd Floor, 37 Frederick Place Brighton, BN1 4EA For further details, contact: Adam Stenning Tel No: 01273 322424 Email: adam.stenning@quantuma.com STRATTON HAWKSMOOR 2022-1: Fitch Cuts Rating on Cl. F Notes to B-sf ------------------------------------------------------------------- Fitch Ratings has downgraded Stratton Hawksmoor 2022-1 PLC's class C, D, E, and F notes, upgraded the class X1 notes, and affirmed the rest. Fitch has removed all tranches from Under Criteria Observation and revised the Outlook on the class G notes to Stable. Entity/Debt Rating Prior ----------- ------ ----- Stratton Hawksmoor 2022-1 PLC Class A1 XS2503014057 LT AAAsf Affirmed AAAsf Class A2 XS2503014131 LT AAAsf Affirmed AAAsf Class B XS2503014214 LT AA+sf Affirmed AA+sf Class C XS2503014305 LT A-sf Downgrade A+sf Class D XS2503014487 LT BB+sf Downgrade BBB+sf Class E XS2503014644 LT BBsf Downgrade BBB+sf Class F XS2503014727 LT B-sf Downgrade BBsf Class G XS2503014990 LT B-sf Affirmed B-sf Class X1 XS2503015021 LT BB+sf Upgrade B-sf Transaction Summary The transaction is a refinancing of four transactions that contained a mix of first-lien residential non-conforming and buy-to-let (BTL) assets originated before the global financial crisis. The four transactions were: Hawksmoor Mortgage Funding 2019-1, Stratton Mortgage Funding 2019-1, Clavis Securities plc Series 2006-1 and Clavis Securities plc Series 2007-1. The four sub-pools are serviced by Kensington Mortgage Company and BCM Global/Link. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's 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 frequencies (WAFF), changes to sector selection, revised recovery rate assumptions, and changes to cash flow assumptions. The most significant revision was to the non-conforming sector representative 'Bsf' WAFF. Fitch applies newly introduced borrower-level recovery rate caps to underperforming seasoned collateral. Fitch also now applies dynamic default distributions and high prepayment rate assumptions rather than the static assumptions applied previously. Transaction Adjustment: The pool comprises highly seasoned BTL loans. Fitch analysed the pool using its BTL-specific assumptions, applying a transaction adjustment factor of 1.5x to FF. The higher adjustment reflects the transaction's historical performance, with loans in arrears by more than three months consistently underperforming Fitch's BTL index. BTL Recovery Rate Cap: The deal has reported losses that exceed its expectations, based on the indexed value of the properties in the pool. Fitch has consequently applied borrower-level recovery rate (RR) caps to the BTL loans in the transaction, consistent with those applied to non-conforming loans and aligned with the RMBS criteria update. The RR cap is 85% at 'Bsf' and 65% at 'AAAsf'. Downgrades of Class C to F: The class C to F notes are more sensitive to Fitch's updated criteria, particularly the revised RR and default assumptions (which treat loans that are more than 12 months in arrears (10.9% of the pool) as defaults for both asset and cash flow modelling). The changes results in larger expected losses and led to the downgrades of these notes. Upgrade of Class X1: Excess spread in the transaction remains robust and is available to repay the class X1 notes. The class X1 notes have amortised significantly since closing, with about 5% of the original balance outstanding, supporting the upgrade. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WAFF and 15% decrease of the WARR would imply the following: Class A: 'AA+sf' Class A2: 'AAsf' Class B: 'Asf' Class C: 'BB+sf' Class D: 'Bsf' Class E: 'CCCsf' Class F: Below 'CCCsf' Class G: Below 'CCCsf' Class X1: 'BB+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 WAFF and 15% increase of the WARR would imply the following: Class A: 'AAAsf' Class A2: 'AAAsf' Class B: 'AAAsf' Class C: 'A+sf' Class D: 'A+sf' Class E: 'BBB+sf' Class F: 'BB+sf' Class G: Below 'CCCsf' Class X1: '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 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 Stratton Hawksmoor 2022-1 PLC has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the owner-occupied (OO) sub-pool comprising a significant proportion (over 20%) of pre-2014 collateral with limited affordability checks and self-certified income. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. Stratton Hawksmoor 2022-1 PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to the OO sub-pool containing a concentration (over 20%) of interest-only loans. 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. TRILEY MIDCO 2: Moody's Affirms 'B3' CFR, Outlook Remains Positive ------------------------------------------------------------------ Moody's Ratings has affirmed the B3 long-term corporate family rating and the B3-PD probability of default rating of Triley Midco 2 Limited (Clinigen or the company) following the proposed fungible add-on to its backed senior secured first lien term loan B. Moody's have also affirmed the B3 ratings of the company's backed senior secured bank credit facilities. The outlook remains positive. The proceeds from the proposed $290 million equivalent add-on, together with $51 million in cash and $26 million of equity, will be used to acquire SSI Strategy (SSI), a US-based strategic consultancy to the biotech sector. Moody's expects the term loan to be fully fungible with the company's existing backed senior secured first lien term loan B due 2029. The transaction is credit negative because it increases the company's debt burden and delays deleveraging, which is dependent on significant growth and margin improvement across segments over the next 12-18 months. RATINGS RATIONALE The affirmation of the ratings and maintenance of the positive outlook reflect Moody's expectations that, despite the increase in leverage — evidenced by June 2025 pro forma Moody's-adjusted debt/EBITDA increasing to 9.2x from 7.7x — Moody's expects Clinigen to delever towards 6x within the next 12–18 months. This trajectory, however depends on the company achieving meaningful growth across all segments and executing planned cost measures. The SSI acquisition broadens Clinigen's client pool in the US biotech sector and complements Clinigen's existing services offering in phase I and II trial stages, with strong pre-clinical trial capabilities. The additional EBITDA growth opportunities are primarily expected from revenue synergies, for example cross-selling opportunities, and less so from additional cost savings. Clinigen's existing business performed well overall in the last year, but with varying trends across segments. The company's Partnered segment, where it distributes partner drugs into non-core markets, has remained a strong growth driver while other segments such as Clinical Trial Services (CTS) and Clinical Services Management (CSM) contributed less to profits in fiscal 2025 (June 2025) compared with the prior year. However, a focus on business development and growing the client base and pipeline in these segments should support growth going forward. Clinigen also expects to benefit from operating leverage in the business and is taking some cost actions, for example some footprint consolidation. Clinigen expects the high margin Owned Products business to return to growth. While this business includes declining drugs such as Foscavir, new launches in its Niche Generics segment reposition this business as a growth contributor going forward according to the company. Overall, Clinigen continues to retain solid niche positions despite competitive pressures, with a solid fourth quarter to June 2025 performance after more mixed success across its segments in prior quarters. The company will need to continue to demonstrate that it can achieve substantial and sustained growth across all its segments. Additionally, the ratings reflect the company's: attractive growth rates in pharmaceutical services, with low correlation to economic cycles; embedded position in the pharma value chain through long-standing relationships and broad networks with both pharmaceutical companies and healthcare professionals; high barriers to entry in some segments supported by regulatory know-how and global footprint; diversity of service offering providing cross-selling opportunities; and track record of growth and free cash flow generation. At the same time, the ratings reflect: high competition in a fragmented market with some larger, more resourceful competitors; varying strength of market positions for its segments; risk of further debt-funded acquisitions slowing the company's gross deleveraging trajectory; and execution risks regarding its expectation of sustained strong growth. LIQUIDITY Clinigen has good liquidity. As at June 30, 2025 the company held cash of GBP104 million (GBP67 million pro-forma for the acquisition of SSI) and had access to an undrawn backed senior secured first lien revolving credit facility (RCF) of GBP75 million. Moody's expects free cash flow to remain modestly positive. Clinigen's debt documentation includes one springing financial covenant, based on net first lien secured leverage. It would be tested if the RCF is drawn by 40% or more, and Moody's expects significant headroom to be maintained. STRUCTURAL CONSIDERATIONS The B3 ratings on the backed senior secured first-lien term loan B due 2029 and the pari passu backed senior secured first lien RCF due 2028 are in line with the CFR, reflecting the all-first-lien senior debt structure. OUTLOOK The positive outlook reflects Moody's expectations that the company will reduce Moody's-adjusted leverage towards 6.0x over the next 12-18 months. The outlook also assumes Clinigen will sustain growth in revenue and EBITDA, as well as positive free cash flow generation, supported by improving performance in CTS and CSM, and a return to growth in Owned Products. The outlook also assumes that liquidity remains adequate and that there are no further, material debt-funded acquisitions. The outlook could return to stable if there are any delays in the anticipated deleveraging path, for example from slower EBITDA growth FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if (i) the company generates sustained high growth rates across all its segments, and (ii) Clinigen's Moody's adjusted gross debt to EBITDA reduces to below 6.0x on a sustainable basis, and (iii) Clinigen generates free cash flow (FCF, after interest and exceptional items) leading to FCF/adjusted debt increasing towards 5% on a sustainable basis, and (iv) the company does not make any material debt-funded acquisitions or shareholder distributions. The positive outlook indicates that a ratings downgrade is unlikely over the next 12-18 months. However, the ratings could be downgraded in case (i) the company is unable to generate EBITDA growth, resulting in continued high leverage, or (ii) free cash generation becomes materially negative or (iii) liquidity weakens, or (iv) Clinigen embarks upon material debt-funded acquisitions or shareholder distributions. 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 Clinigen, headquartered in the UK, is a global provider of lifecycle management services to the pharmaceutical industry. The company also develops and commercializes niche pharmaceutical products. Its offering includes (i) a portfolio of owned and licensed secondary care and hospital drugs, (ii) the supply of third-party unlicensed and difficult-to-source medicines, (iii) clinical trial services, (iv) the management of early access to medicines programmes, and (v) regulatory, pharmacovigilence and adjacent services. The company was taken private in April 2022 through an LBO by Triton Partners and had revenues from continuing operations of GBP442 million and company-adjusted EBITDA of GBP100 million in fiscal 2025. ********* 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 * * *