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251029.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 29, 2025, Vol. 26, No. 216 Headlines B E L G I U M TITAN SA: Fitch Alters Outlook on 'BB+' Long-Term IDR to Positive G E R M A N Y DYNAMO MIDCO: S&P Affirms 'B' ICR & Alters Outlook to Negative G R E E C E INTRALOT SA: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable I R E L A N D ANCHORAGE CAPITAL 2021-4: Fitch Gives B-(EXP) Rating on F-R Notes ANCHORAGE CAPITAL 2021-4: S&P Assigns (P) 'B-' Rating on F-R Notes BARINGS EURO 2025-1: S&P Assigns Prelim. BB- Rating on E Notes BRANTS BRIDGE 2023-1: S&P Lowers E-Dfrd Notes Rating to 'BB-(sf)' INVESCO EURO XI: Fitch Assigns 'BB-(EXP)sf' Rating on Cl. E-R Notes PRPM FUNDIDO 2025-2: S&P Assigns B-(sf) Rating on Cl. F-Dfrd Notes L U X E M B O U R G AROUNDTOWN SA: S&P Rates New Subordinated Euro Hybrid Notes 'BB+' ESSENDI SA: Fitch Affirms & Then Withdraws 'B' IDR, Outlook Stable P O R T U G A L GAMMA STC: Fitch Assigns 'BB+sf' Final Rating on Class F Notes S W E D E N POLYGON GROUP: S&P Affirms 'B' ICR & Alters Outlook to Negative U N I T E D K I N G D O M APEXBROOK LIMITED: Moorfields Named as Administrators CPUK FINANCE: Fitch Affirms 'B' Rating on Class B8 Notes CPUK FINANCE: S&P Assigns B(sf) Rating on Class B7-Dfrd Notes ELSTREE 2025-2: S&P Assigns BB+(sf) Rating on Class X Notes GOLDPLAZA (MITCHAM): Moorfields Named as Administrators LONDON CARDS 3: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes MORGLAS ABS 2025-1: Fitch Assigns 'Bsf' Final Rating on Cl. F Notes TEMPLE QUAY NO. 2: S&P Assigns BB(sf) Rating on Class F-Dfrd Notes - - - - - ============= B E L G I U M ============= TITAN SA: Fitch Alters Outlook on 'BB+' Long-Term IDR to Positive ----------------------------------------------------------------- Fitch Ratings has revised Titan S.A.'s Outlook to Positive from Stable, while affirming its Long-Term Issuer Default Rating (IDR) at 'BB+'. Fitch has also affirmed Titan Global Finance PLC's senior unsecured rating at 'BB+' with a Recovery Rating of 'RR4'. Titan Global Finance is a direct subsidiary of Titan, which guarantees the notes on a senior unsecured basis. The Positive Outlook reflects continued strong EBITDA margins and improving leverage metrics, which further strengthen Titan's financial profile and support its operating performance. The affirmation reflects the group's leading market position in the regions in which it operates and expected stable demand for cement, a diversified customer base, moderate fluctuations of profitability through the cycle, balanced geographical diversification and a moderate ability to pass on costs to customers. The rating is constrained by lower product and geographical diversification, a weaker market position globally and a smaller scale than higher-rated peers. Key Rating Drivers Leverage Improvement: Profitability improvement further reduced Titan's EBITDA leverage to 1.3x at end-2024, from 1.7x at end-2023. Fitch forecasts further EBITDA gross leverage reductions during 2025-2028, primarily driven by solid EBITDA generation, which may lead to a rating upgrade. Fitch also expects the company to remain conservative in its capital-allocation strategy, by prioritising a strong capital structure and organic growth over large debt-funded acquisitions or shareholder distributions that might affect its leverage profile. Healthy Profitability: Titan's EBITDA margin was solid at 21.1% in 2024 versus 20.7% in 2023, supported by sustained demand and softening cost inflation. Fitch expects margins to continue to improve and be at a healthy 22%-24% during 2025-2028, benefiting from the group's leading market position in its operating regions and operational efficiencies. Fitch expects EBITDA margins to be sustainable and comparable with the levels of higher-rated peers. Ongoing Capex: Titan continues to increase its capex, mainly on cost improvement through new technologies and product mix changes towards higher margin products, capacity and storage expansion, plus supply-chain optimisation. Part of the planned high capex is also directed towards decarbonisation. High capex at 11%-14% of revenue during 2025-2027 will pressure the free cash flow (FCF), although Fitch expects the latter to be sustainably positive at over 1% of revenue. Titan also has flexibility to reduce capex in economic downturns, which will help sustain FCF generation. IPO Completed: In February 2025 the group raised USD393 million with the IPO of its US business on the New York Stock Exchange, with a minority stake of 13.3% of Titan America S.A. being sold and rest held by Titan. The proceeds from this process will be partially used by Titan to fund capex, with the rest paid to its shareholders. The rating case includes regular dividend payments to minority interests of up to EUR4 million a year, which will not have a material impact on the group's leverage. US Dominates Overseas Sales: Titan generated 57% of its revenue primarily from the US, which has a favourable market environment (particularly in the non-residential end-market) and strong underlying demand for building materials. The group has established a production network in the US, with two cement plants and three import terminals supplying growing demand for cement in the US states it operates in. Sales volumes in the US are partly supported by cement imports from Titan plants in other regions, mainly Greece. Transportation costs may weigh on profitability but this is mitigated by higher margins in the US than in Greece and other regions. Weaker Business Profile Than Peers: Titan's business profile is sustainable, but weaker than some Fitch-rated peers'. The group has leading market positions in the regions where it operates but is less geographically diversified than larger peers and therefore has a weaker market position globally. In addition, Titan's product diversification is moderate, but weaker than that of higher-rated peers like Holcim Ltd (BBB+/Stable), CEMEX, S.A.B. de C.V. (BBB-/Stable) and CRH Plc (BBB+/Stable). Its smaller scale makes it a medium-sized manufacturer. Fitch believes the group's pricing power is moderate, but weaker than peers'. Moderate Diversification Beneficial: Titan's geographical diversification is moderate as it is spread across several regions with differing economic cycles. This helps balance out revenue generation and profitability through the cycle. The product portfolio is moderately diversified, with cement the main product at 57% of the group's revenue in 2024, while the rest was generated by heavy building materials like ready-mix concrete, aggregates and building blocks. Peer Analysis Titan is smaller than Martin Marietta Materials Inc (BBB/Positive) and CRH plc(BBB+/Stable), which have stronger market positions and wider production networks. Titan's product diversification is similar to that of CEMEX, S.A.B. de C.V. (BBB-/Stable) and Holcim's (BBB+/Satble). In contrast to CRH, Martin Marietta and Vulcan Materials Company (BBB+/Stable), which are exposed largely to the US market, Titan also derives its revenue from Greece, Turkiye, Egypt and several southeastern European countries. However, Martin Marietta and Vulcan Materials are present across the US while Titan operates primarily in two states. Fitch expects Titan's EBITDA margins to improve towards 24% in 2028 from 22% in 2025, which will be comparable with Holcim's, close to Vulcan Materials' and above of those of CRH and CEMEX. Titan's EBITDA gross leverage at 1.3x at end-2024 was lower than those of higher-rated peers such as Vulcan Materials (2.6x), Holcim (1.8x) and CEMEX (2.5x). Key Assumptions - Low single-digit increase of revenue in 2025 due to pricing improvements, followed by 2.7% rise on average in 2026-2028 - EBITDA margin to rise to 24% in 2028, from 22% in 2025 - Capex at 13% on average of revenue during 2025-2028, due to higher capex and energy transition investments - Dividends payment at EUR78 million a year in 2025 and 2026, EUR103 million in 2027, and above EUR110 million in 2028 - Special dividend payment of EUR161 million in 2025 - Proceeds from IPO of EUR347 million in 2025 - Proceeds from divestment of Adocim in East Türkiye for EUR82 million - Share buybacks of about EUR12 million a year in 2025-2028 RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 2.5x on a sustained basis - EBITDA margin below 15% - FCF margin below 1% on a sustained basis Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved business risk profile reflecting increased product and geographical diversification - FCF margin consistently above 3% - EBITDA gross leverage below 1.5x on a sustained basis - EBITDA margin of 18% on a sustained basis Liquidity and Debt Structure At end-June 2025, Titan reported about EUR556 million of cash before Fitch's adjustment of EUR55 million of not readily available cash. Expected positive FCF generation in the next four years will support the group's liquidity. In addition to a EUR230 million available revolving credit facility due 2030, the group has a committed undrawn facility of about EUR50 million with maturity of over one year. This will be enough to cover short-term bank debt repayments of about EUR60 million in 2025 and a 2027 bond maturity. Debt structure at end-June 2025 was mainly represented by bonds of EUR400 million, 58% of Fitch-defined total debt. Issuer Profile Titan is a medium-sized building materials producer with a focus on cement production, which contributed to about 57% of its revenue in 2024. 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 ----------- ------ -------- ----- Titan S.A. LT IDR BB+ Affirmed BB+ Titan Global Finance PLC senior unsecured LT BB+ Affirmed RR4 BB+ ============= G E R M A N Y ============= DYNAMO MIDCO: S&P Affirms 'B' ICR & Alters Outlook to Negative -------------------------------------------------------------- Germany-based Dynamo Midco B.V. (Innomotics), a leading global manufacturer of low-to-high-voltage motors, medium-voltage drive (MVD) systems, and related services and solutions, is expected to achieve leverage of about 14x in fiscal 2025 (ended Sept. 30) on the back of high restructuring costs and compressed margins. Performance in fiscal 2025 was further constrained by softer end-market dynamics, which are likely to persist into fiscal 2026, yielding low top-line growth. S&P Global Ratings expects restructuring and other exceptional costs to materially decrease in 2026, lifting S&P Global Ratings-adjusted EBITDA to about 11% and improving leverage to around 6.5x, while rating headroom remains tight. S&P therefore revised its outlook on Dynamo Midco B.V. (Innomotics) to negative from stable and affirmed its 'B' long-term issuer credit rating. S&P said, "We also affirmed our 'B' issue rating on Innomotics' senior secured instruments and euro- and dollar-equivalent term loans B (TLBs). The recovery rating remains unchanged at '3', with our estimate of recovery changed to 50% from 55%. "The negative outlook reflects our view that rating headroom remains tight over the next 12 months. A deviation from our base-case scenario driven by weaker end markets or extended restructuring may result in delayed deleveraging and lower profitability." Innomotics, a leading global manufacturer of low-to-high-voltage motors, medium-voltage drive (MVD) systems, and related services and solutions, is expected to achieve leverage of about 14x in fiscal 2025 (ended Sept. 30) on the back of high restructuring costs and compressed margins. Performance in fiscal 2025 was further constrained by softer end-market dynamics, which are likely to persist into fiscal 2026, yielding low top-line growth. S&P said, "We expect restructuring and other exceptional costs to materially decrease in 2026, lifting S&P Global Ratings-adjusted EBITDA to about 11% and improving leverage to around 6.5x, while rating headroom remains tight. "We project S&P Global Ratings-adjusted leverage to remain borderline at around 6.5x in fiscal 2026 after the company fully absorbed restructuring costs in fiscal 2025. In fiscal 2025 Innomotics incurred materially higher restructuring charges than we had previously forecast, as management expanded the scope of its cost optimization initiatives well beyond initial plans. For reference, we previously anticipated that restructuring costs would fall to EUR50 million-EUR70 million in fiscal 2025 and to EUR30 million-EUR50 million in fiscal 2026. The main reported impact on profitability was in fiscal 2025, given the bulk of restructuring efforts and related costs incurred during this year, while cash outflow will be recorded over the next two to three years. Thereafter, we anticipate a gradual recovery as one-off costs subside." Hence, S&P Global Ratings-adjusted EBITDA margin temporarily plunged to about 5.5% in fiscal 2025 and will improve to about 11.0% in fiscal 2026. Consequently, leverage should have seen its peak at about 14x in fiscal 2025 and should improve to about 6.5x in fiscal 2026 once one-off restructuring charges are absorbed and first restructuring benefits become visible. Organic growth will remain flat in 2026 on the back of market uncertainties and a tough macroeconomic environment. S&P projects the group will report a decline in revenue of approximately 3%-5% for fiscal 2025, as the anticipated recovery in its short-cycle low-voltage motors (LVM) business was delayed, especially driven by weaker demand from China. In addition, the demand for longer-cycle segments has remained subdued, reflecting slower customer decision making and postponed investments in new projects. The combination of weaker order intake, cautious capital spending, and geopolitical developments continues to weigh on revenue visibility. Now at the start of fiscal 2026, we believe that the timing and strength of recovery remains uncertain, given still muted industrial demand. S&P anticipates flat revenue in fiscal 2026, supported by its service segment. Although customers are deferring new capital investments, the company's service activities continue to perform well and provide some earnings stability. Free operating cash flow (FOCF) should turn positive or at be least neutral in fiscal 2026, underpinned by stronger profitability and tighter working capital management. S&P said, "We expect the company will report negative FOCF for fiscal 2025, owing to ongoing restructuring costs and weaker underlying profitability. The company's cash generation was also burdened by elevated working capital requirements due to high inventory levels and delayed receivables collection. Management has introduced a series of initiatives since the end of fiscal 2025, aimed at improving cash discipline, including tighter oversight of receivables and rightsizing of inventories. The company has also introduced a factoring facility with expected usage of EUR35 million in fiscal 2025, and EUR60 million at the end of 2026. We anticipate these measures will yield EUR30 million-EUR40 million working capital inflows in fiscal 2026, as well as improve earnings by more than 500 basis points and balance the high cash out flows relating to restructuring. This should lead to neutral to slightly positive FOCF in fiscal 2026." The recent debt-funded acquisition has further strained the company's leverage. In July 2025, Innomotics made an offer to acquire Siemens Ltd.'s India-based LVM business, which will result in a cash outlay of EUR100 million to complete the transaction. Innomotics has raised an incremental term loan to fund the purchase price. The transaction is expected to be signed at the end of the first quarter of 2025, with closing in 2026. The acquisition enhances the company's geographic diversification and provides exposure to India's growing LVM market. As part of the proposed transaction, Innomotics also obtained more favorable interest rates as it repriced its existing euro and U.S. dollar equivalent TLBs. The negative outlook reflects S&P's view that rating headroom remains tight over the next 12 months. A deviation from our base-case scenario driven by weaker end markets or extended restructuring may result in delayed deleveraging, lower profitability, and negative FOCF generation. S&P could lower the rating if over the next 12 months: -- The company had to implement a prolonged cost-saving initiative or if it faces a more pronounced economic downturn leaving S&P Global ratings-adjusted EBITDA margin below 11%. -- Debt to EBITDA does not improve to below 6.5x. -- FFO cash interest coverage remains below 2.0x. -- The company is unable to generate positive FOCF. S&P could revise the outlook to stable if Innomotics successfully executes its restructuring program, delivering benefits that should strengthen margins and cash flow generation, improving the S&P Global Ratings-adjusted debt-To-EBITDA ratio to below 6.5x in fiscal 2026 and EBITDA margin to above 11%, as well as generating solid positive FOCF. Ratings Class Rating* Amount (mil. GBP) A AAA (sf) 296.297 B-Dfrd AA (sf) 15.638 C-Dfrd AA- (sf) 8.231 D-Dfrd BBB+ (sf) 4.938 E-Dfrd BB+ (sf) 4.116 X BB+ (sf) 9.876 RC1 Residual Certificates NR N/A RC2 Residual Certificates NR N/A *S&P's ratings address timely receipt of interest and ultimate repayment of principal for the class A notes, the ultimate payment of principal on the class X notes, and the ultimate payment of interest and principal on the other rated notes. Our ratings also address the timely receipt of interest on the rated notes when they become most senior outstanding. Any deferred interest is due immediately when the class becomes the most senior class outstanding. SONIA--Sterling Overnight Index Average. NR--Not rated. N/A--Not applicable. =========== G R E E C E =========== INTRALOT SA: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable ------------------------------------------------------------- Fitch Ratings has upgraded Intralot S.A.'s Long-Term Issuer Default Rating (IDR) to 'B+', from 'CCC+' following the completion of the acquisition of Bally International Interactive (BII), a subsidiary of Bally's Corporation (B-/Stable). The outlook on the rating is stable. Concurrently, Fitch Ratings has assigned a 'BB' final instrument rating to Intralot Capital Luxembourg S.A.'s EUR300 million of senior secured floating-rate and EUR600 million of senior secured fixed rate notes, removing the rating watch positive. The Recovery Rating is 'RR2'. The new senior secured debt, together with proceeds from a EUR430 million equity issue, were used to close the acquisition of BII as well as repay Intralot S.A.'s senior secured debt. Bally's Corporation has become the majority owner of the combined entity. The upgrade to 'B+' reflects Fitch's expectations of an improved business profile and sharply lower financial risk after the transaction with a more sustainable, longer-term capital structure. The final 'B+' IDR is result of 'b+' standalone credit profile (SCP) and an application of Parent-Subsidiary Linkage (PSL) methodology with a 'consolidated plus two' outcome. Key Rating Drivers Improved Business Profile: The acquisition of BII has improved the combined company's business profile, with larger scale and higher product and geographic diversification, alongside high operating profitability and free cash flow (FCF) margins. However, the purchase has shifted Intralot's revenue mix to mostly business-to-consumer from a 90% exposure to business-to-business, which will reduce revenue visibility, as the latter is typically more predictable. The combined entity has become more exposed to the strongly regulated UK market, which is its most important: 73% of revenue comes from sports betting and iGaming, exposing it to a less secure, but mature market, which Fitch expects to expand at a stable pace, assuming no adverse regulation. Longer Term Capital Structure: Intralot issued EUR1.36 billion of senior secured debt in bonds and loans, alongside EUR200 million loans provided by four Greek banks and a EUR160 million super senior revolving credit facility (RCF). The new funds financed the acquisition and repaid the balance of EUR100 million of due January 2026 and USD230 million of due July 2026 standalone debt, establishing a medium-term capital structure of the combined entity, which is supportive for the upgrade of Intralot's Standalone Credit Profile (SCP) to 'b+'. The new capital structure and the combined entity's business risk profile supports a 'b+' SCP, provided it adheres to a consistent financial policy, maintains leverage in line with the credit profile and addresses debt maturities with medium-term refinancing solutions. Stronger Subsidiary Under PSL Criteria: Intralot's SCP post-acquisition at 'b+' is stronger than its Parent's 'B-'/Stable consolidated credit profile. Fitch assesses Bally's Corporation access to and control of Intralot's cash flows as "porous", due to material minorities and separate public listing, which is mildly compensated by the company's separate cash management and funding policies. Fitch assesses its legal ringfencing from the parent as 'porous', given self-imposed limitations on dividends and intercompany flows, in combination with the dividend payment obligation of at least 35% of net income. This results in a 'consolidated plus two notches' final rating for Intralot, 'B+'. Limited Potential Benefits: The acquisition will provide moderate scope for synergies, with software development costs in Intralot's primary jurisdiction of Greece lower than in BII's UK jurisdiction. There is limited overlap between business models of BII and Intralot, leading to lower synergetic potential across existing business lines. Fitch incorporates 70% EUR41 million of synergies to be realised over the first years after the acquisition. UK iGaming Main Market: The combined entity will generate a high share of revenue in the UK. It will be materially exposed to the UK online gaming market, the largest in Europe, but also one of the most heavily regulated. Its base case assumes no material adverse changes to UK market regulation or additional fiscal pressure and assumes low to mid-single-digit growth in this subsector. Fitch would treat material unexpected adverse changes to regulation or taxation in the UK as an event risk, as large gaming taxation changes could materially affect its credit profile and that of other UK-exposed sector constituents. Healthy FCF Generation: Fitch estimates healthy FCF margins for the combined business, after a minimum 35% of net income dividend obligation. Its projections assume higher dividend distributions at 50%, given strong Fitch-estimated FCF-before-dividends generation. This would leave flexibility for cutbacks in the event of operational underperformance or higher capital intensity. Strong Combined Business Deleveraging: Fitch expects the combined entity will maintain low EBITDAR leverage, gradually falling towards 3.5x by 2028, from 4.4x in 2025 pro forma for the transaction, which is strong for a 'b' category rating. Deleveraging will be driven by consolidated EBITDA margin expansion, due to the integration of the BII business and realisation of synergies. BII to Fund Capex: Intralot is expanding its US operations, participating in tenders for contracts in several US states. Individual contract scale is large compared with Intralot's standalone operations, so Fitch expects new US contracts could add about EUR220 million in capex over 2025-2029. This would be fully discretionary. BII's business is not capital intensive. Fitch, therefore, estimates BII's business will be able to fund Intralot's capex strategy. Less Contract Portfolio Expiration Impact: Intralot's B2B revenue as more predictable than that of B2C gaming operators, although it is subject to licence or contract renewal risk. The company has not always been able to compete for renewals with local or international peers. The portfolio has some material licence expirations, such as in Illinois, which represented 12% of revenue in 2024, in 2027. Intralot's ability to maintain a balanced licence expiration profile will be less important for its rating trajectory after the acquisition but could affect its credit profile in case of persistent non-renewals or lack of new contracts. Peer Analysis The combined Intralot has become a closer peer to evoke plc (B+/Negative), with similar revenue concentration in the UK market and exposure to the online subsector, making both entities similarly exposed to regulation. At the same time, BII subsector has better profitability than evoke's UK online and retail subsector and evoke had higher EBITDAR leverage above 6.0x in 2024, which Fitch expects to gradually decrease to below 5.0x by 2027. Another close peer of the combined Intralot is Allwyn International AG (BB-/Positive), an internationally diversified B2B and B2C provider with a complex group structure, but materially larger than the combined Intralot. Meuse Bidco SA (B+/Stable) has less geographical diversification, with concentration on the mature European market, and Belgium in particular, and concentration on iGaming. Its strong profitability and low leverage support its rating. Intralot's standalone financial profile is not comparable with those of other more B2C EMEA gaming companies, such as Flutter Entertainment plc (BBB-/Stable), Entain plc (BB/Stable), or its B2B peers IGT Lottery S.p.A. (BB+/Stable) and Light & Wonder, Inc. (BB/Stable). Key Assumptions - Average mid-single digit annual revenue growth in 2026-2029 - Improved profitability of the combined Intralot group - Dividends paid to minority shareholders increasing towards EUR12 million in 2029, from EUR5 million in 2025 - High capex intensity in 2026-2027, driven by the B2B subsector, before moderating from 2028 - Dividend distribution at 50% of net income versus the 35% minimum required in 2026-2029, on strong profitability and healthy cash flow generation Recovery Analysis The recovery analysis assumes that Intralot would be considered a going concern in bankruptcy and that it would be reorganised rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch applied a distressed enterprise value/EBITDA multiple of 5.0x to the combined Intralot's operations. The going concern EBITDA of the combined Intralot of EUR285 million reflects its view of a sustainable, post-reorganisation EBITDA level, on which Fitch bases the valuation of the combined group. After deducting 10% for administrative claims, its principal waterfall analysis would generate a senior secured recovery in the 'RR2' band, leading to a two-notch uplift of the senior secured debt, from the IDR to 'BB'. The senior secured debt consists of EUR900 million bonds, EUR460 million-equivalent (GBP400 million) senior secured term loan B and EUR200 million Greek bank debt, all ranking pari passu. Its EUR160 million super senior RCF ranks ahead of the senior secured debt. Fitch applies a blended cap, based on the combined country exposure (2024: pro forma revenue and EBITDA contribution by country). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening of Bally's consolidated group profile. - Change in Bally's behaviour or policy towards Intralot, leading to potential material cash leakage from the subsidiary. - Revision of PSL legal ring-fencing or access and control assessments to "open" leading us to reducing the uplift from Bally's to one notch or considering Intralot's credit profile on a consolidated basis, in line with the parent. - Weakening of Intralot's SCP The Following Developments Would be Considered for a Downward Revision of Intralot's SCP - Adverse regulatory changes leading to material deterioration in revenue or operating profits - FCF margin in low-single digits as a result of operating underperformance, considerable increases in capex or large amounts of cash being distributed to shareholders - EBITDAR leverage above 4.5x - EBITDAR fixed-charge coverage below 3.0x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Strengthening of the SCP, combined with: - Improvement of Bally's consolidated credit profile - Revision of PSL access and control assessment to "insulated" leading us to assessing Intralot's credit profile on a standalone basis The Following Developments Would be Considered for an Upward Revision of Intralot's SCP - Continued growth and geographic expansion into new regulated markets - FCF margin at medium-to-high single digits through the investment cycle - EBITDAR leverage consistently below 3.5x - EBITDAR fixed-charge coverage maintained above 3.5x Liquidity and Debt Structure After the completion of the transaction, the combined entity's capital structure is longer term, comprising EUR600 million fixed-rate and EUR300 million floating-rate senior secured notes and EUR460 million of UK pound term loans (GBP400 million) maturing in 2031. The company also has EUR200 million of senior secured Greek debt amortising and maturing in 2029 and a EUR130 million unsecured Greek retail bond maturing in 2029. It has access to a EUR160 million super senior RCF due six months before the maturity of the senior debt. Fitch expects strong cash flow generation, in high-single digits to low-double digits, excluding 2026-2027, when capex will be high. The combined entity has a comfortable liquidity profile. Issuer Profile Intralot is a supplier of integrated gaming systems and services. BII is an international interactive subsector of Bally's Corporation, active in iGaming, with the UK its main market. 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 ----------- ------ -------- ----- Intralot S.A. LT IDR B+ Upgrade CCC+ Intralot Capital Luxembourg S.A. senior secured LT BB New Rating RR2 senior secured LT BB New Rating RR2 B(EXP) ============= I R E L A N D ============= ANCHORAGE CAPITAL 2021-4: Fitch Gives B-(EXP) Rating on F-R Notes ----------------------------------------------------------------- Fitch Ratings has assigned Anchorage Capital Europe CLO 2021-4 DAC reset notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Anchorage Capital Europe CLO 2021-4 DAC A-R LT AAA(EXP)sf Expected Rating B-R LT AA(EXP)sf Expected Rating C-R LT A(EXP)sf Expected Rating D-R LT BBB-(EXP)sf Expected Rating E-R LT BB-(EXP)sf Expected Rating F-R LT B-(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating Transaction Summary Anchorage Capital Europe CLO 2021-4 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of unsecured senior loans, unsecured senior bonds, second-lien loans, first-lien last-out loans, mezzanine obligations and high-yield bonds. Note proceeds will be used to redeem the existing notes, except the subordinated notes, and to fund the existing portfolio with a target par of EUR450 million. The portfolio is actively managed by Anchorage CLO ECM, L.L.C. The transaction has a 4.5-year reinvestment period and an 8.5-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24.2. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 60.1%. Diversified Asset Portfolio (Positive): The transaction will include various concentration limits in the portfolio, including a fixed-rate obligation limit of 12.5%, 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 that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a 4.5-year reinvestment period, which will be governed by reinvestment criteria that are 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 (Neutral): The WAL used for the Fitch-stressed portfolio analysis and matrices analysis is 12 months less than the WAL covenant at the issue date, to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' maximum limit, 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 in the mean default rate (RDR) and a 25% decrease in the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A-R to class C-R notes, but would lead to downgrades of one notch each for the class 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 B-R-to-F-R notes have a rating cushion of to two notches each, due to the current portfolio's better metrics and a shorter life than the Fitch-stressed portfolio. Should the cushion between the current portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase in the mean RDR and a 25% decrease in the RRR across all the ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A-R to 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 in the RDR and a 25% increase in the RRR across all the ratings of the Fitch-stressed portfolio would lead to upgrades of up to two 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 stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread 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 The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Anchorage Capital Europe CLO 2021-4 DAC - RESET. 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. ANCHORAGE CAPITAL 2021-4: S&P Assigns (P) 'B-' Rating on F-R Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary credit ratings to Anchorage Capital Europe CLO 2021-4 DAC's class A-R to F-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 closed in March 2021. The existing classes of notes will be fully redeemed with the proceeds from the issuance of the replacement notes. S&P will withdraw its ratings on the original notes on the reset date. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will permanently switch to semiannual payments. The portfolio's reinvestment period ends approximately 4.49 years after closing, and its noncall period ends 1.5 years after closing. The preliminary ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,755.23 Default rate dispersion 519.58 Weighted-average life (years) 4.48 Weighted-average life extended to cover the reinvestment period (years) 4.49 Obligor diversity measure 143.24 Industry diversity measure 19.20 Regional diversity measure 1.19 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.73 Target 'AAA' weighted-average recovery (%) 36.06 Target weighted-average spread (net of floors; %) 3.62 Target weighted-average coupon (%) 5.62 Rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. At closing, we expect the portfolio to be well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "Until the end of the reinvestment period on April 25, 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. "In our cash flow analysis, we used the EUR450 million target par amount, the covenanted weighted-average spread (3.55%), the covenanted weighted-average coupon (4.50%), and the target weighted-average recovery rates at each rating level calculated in line with our CLO criteria. 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 show that the class B-R to E-R notes benefit from break-even default rate (BDR) and scenario default rate cushions that we would typically consider commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our preliminary ratings assigned to the notes. The class A-R notes can withstand stresses commensurate with the assigned preliminary rating. "For the class F-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes. The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated BDR at the 'B-' rating level of 24.01% (for a portfolio with a weighted-average life of 4.48 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.48 years, which would result in a target default rate of 14.34%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. Following the application of our 'CCC' rating criteria, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned preliminary rating. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned preliminary rating levels. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote. The issuer is a special-purpose entity that meets our criteria for bankruptcy remoteness. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our preliminary ratings are commensurate with the available credit enhancement for the class A-R to F-R 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 A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." The transaction securitizes a portfolio of primarily senior secured leveraged loans and bonds, and will be managed by Anchorage CLO ECM, LLC. 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 assets from being related to certain activities, including, obligors deriving revenue from certain industries like production of palm oil, affecting animal welfare etc. 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." Ratings Prelim Prelim amount Credit Class rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 270.00 40.00 3mE +1.33% B-R AA (sf) 56.25 27.50 3mE +1.85% C-R A (sf) 26.00 21.72 3mE +2.20% D-R BBB- (sf) 32.50 14.50 3mE +3.40% E-R BB- (sf) 22.50 9.50 3mE +5.70% F-R B- (sf) 13.50 6.50 3mE +8.42% Sub. Notes NR 61.73 N/A N/A * The preliminary ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C-R to F-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. NR--Not rated. N/A--Not applicable. 3mE--Three-month EURIBOR. BARINGS EURO 2025-1: S&P Assigns Prelim. BB- Rating on E Notes -------------------------------------------------------------- S&P Global Ratings assigned its preliminary ratings to Barings Euro Middle Market CLO 2025-1 DAC's class A-1, A-2, B, C, D, and E notes. At closing, the issuer also issued unrated subordinated notes. The preliminary ratings assigned to Barings Euro Middle Market CLO 2025-1's notes reflect S&P's assessment of: -- The collateral pool, which comprises of middle market senior secured term loans 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 3,720.90 Default rate dispersion 393.96 Weighted-average life (years) 4.68 Obligor diversity measure 56.57 Industry diversity measure 9.06 Regional diversity measure 1.00 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B- Euro-equivalent total par amount (mil. EUR) 400.00 Number of performing obligors 55 'CCC' category rated assets (%)* 6.74 'AAA' weighted-average recovery (%) 50.00 EUR actual weighted-average spread (%) 5.2659 GBP actual weighted-average spread (%) 5.3850 *'CCC' assets in the portfolio increased to 12.5% as the 'CCC' haircut will be applicable only after 20% (which is 7.5% as per S&P's CLO criteria). Foreign exchange risk At closing, the transaction will establish a hedge between the aggregate of sterling-denominated liabilities issued by the class A-2 notes (totaling GBP103.47 million) and the amount of sterling-denominated assets in the underlying portfolio (GBP104.71 million). The issuer may only use euro proceeds to acquire euro-denominated obligations and sterling proceeds to acquire sterling-denominated obligations. The only instances where the issuer may reinvestment proceeds using one currency for another is subject to maintaining a prerequisite currency ratio (being 70%/30% euro/sterling denominated collateral of the CLO's target par), where such reinvestment may only take place for amounts above the CLO's target par balance. Foreign exchange default bias magnitude: 3 In accordance with our methodology, our analysis considers, among other factors, a biasing of our default assumptions toward the major and minor currencies in the portfolio based on our foreign exchange default bias formula. The magnitude of the bias we apply depends on several factors outlined in the methodology, including, but not limited to: -- The magnitude of the currency exposure. -- The exchange rate at which currency assets are carried in the CLO's par value tests. -- The extent to which the reinvestment conditions in the CLO increase the transaction's ability to mitigate foreign exchange risk. Considering these factors against the characteristics outlined in the transaction, S&P has assigned a foreign exchange default bias of 3. Whole portfolio to be purchased under a loan sale agreement The whole portfolio will be purchased under a loan sale agreement, with the ability for the issuer to enter into ongoing participations. At closing, the issuer will purchase the middle market portfolio from three affiliated entities via a sale agreement. These entities are also the originators of the loans. In some instances, the sale will be in the form of a participation, which may result in the middle market loans settling with the issuer after the closing date. The transaction documents require that the issuer and the affiliated entities use commercially reasonable efforts to elevate the participations by transferring to the issuer the legal and beneficial interests in such assets as soon as reasonably practicable. If the closing date participations have not been elevated to the issuer by the CLO's effective date, then these assets will be carried at a recovery value in the CLO's par coverage tests. At the same time, the issuer may enter into further participations with these affiliates during the life of the transaction. Similar to the closing date participations above, the transaction documents require that the issuer and the affiliated entities use commercially reasonable efforts to elevate these participations by transferring to the issuer the legal and beneficial interests in such assets as soon as reasonably practicable. If the ongoing participations are not elevated to the issuer by the CLO's effective date, then these assets will be carried at a recovery value in the CLO's par coverage tests. Under the sale agreements, all title and interest of the middle market assets represent an absolute sale and transfer of ownership to the issuer. Furthermore, the middle market assets shall not be part of each respective affiliate's bankruptcy estate in the event of its bankruptcy or insolvency. Payment-in-kind (PIK) The underlying portfolio comprises middle market loans that have the ability to make a PIK. Approximately 75% of the portfolio comprises middle market borrowers whose loan terms include some variation of a PIK-toggle feature. This refers to some borrowers who can defer a portion of the current cash margin that is due and payable. In all cases, these borrowers are required to pay a minimum cash margin of interest when due (this also includes scenarios where the loan includes a step-down feature). Failure to pay such a minimum amount will result in a payment default. The current EUR and GBP weighted-average spreads (WAS) of the transaction are 5.2659% and 5.3850%, respectively. The EUR and GBP WAS fall to 4.2079% and 4.7670%, respectively, when assuming the minimum cash margin payable by the underlying assets. Currently there are no assets in the portfolio that are utilizing their PIK feature. As part of S&P's analysis, it considered a covenanted WAS where all PIK and PIK-toggle assets revert to paying the minimum interest rate at the same time (i.e., the EUR and GBP WAS are 4.2079% and 4.7670%, respectively). Under this scenario, all classes of notes continue to pass at the assigned preliminary rating levels. Rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end 4.6 years after closing. S&P said, "The portfolio comprises middle market senior secured leveraged loans. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled a target par of the euro-equivalent of EUR400 million. We also modeled the EUR covenanted weighted-average spread (4.2079%), GBP covenanted weighted-average spread (4.7670%) EUR and GBP covenanted weighted-average coupon (4.5000%), and the weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate and currency stress scenarios for each liability rating category. "Until the end of the reinvestment period on July 20, 2030, the collateral manager may substitute assets in the portfolio as 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. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk sufficiently mitigated at the assigned preliminary ratings. "We expect the transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "The CLO is managed by Barings (U.K.) Ltd., and the maximum potential rating on the liabilities is 'AAA' under our operational risk criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the preliminary ratings are commensurate with the available credit enhancement for the class A-1 to E notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to D 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 our preliminary ratings on the notes. "Given 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 all the rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade/middle market corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-1 to E notes in seven hypothetical scenarios." Environmental, social, and governance S&P said, "We regard the transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities 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. Credit Class rating* amount (mil.) Interest rate§ enhancement (%) A-1 AAA (sf) EUR105.450 Three/six-month EURIBOR 44.00 plus 1.50% A-2 AAA (sf) GBP103.473 Three/six-month SONIA 44.00 plus 1.75% B AA (sf) EUR48.00 Three/six-month EURIBOR 32.00 plus 2.25% C A (sf) EUR30.00 Three/six-month EURIBOR 24.50 plus 2.85% D BBB- (sf EUR33.00 Three/six-month EURIBOR 16.25 plus 4.05% E BB- (sf) EUR19.00 Three/six-month EURIBOR 11.50 plus 7.75% Sub notes NR EUR46.50 N/A N/A *The preliminary ratings assigned to the class A-1, A-2, and B notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C, D, and E notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR/SONIA when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. SONIA--Sterling Overnight Index Average. NR--Not rated. N/A--Not applicable. BRANTS BRIDGE 2023-1: S&P Lowers E-Dfrd Notes Rating to 'BB-(sf)' ----------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Brants Bridge 2023-1 PLC's class B and C-Dfrd notes to 'AA+ (sf)' from 'AA (sf)' and to 'A+ (sf)' from 'A (sf)', respectively. At the same time, S&P affirmed its 'AAA (sf)' and 'BBB (sf)' ratings on the class A and D-Dfrd notes, respectively. S&P also lowered to 'BB- (sf)' from 'BB (sf)' its rating on the class E-Dfrd notes. The rating actions reflect S&P's full analysis of the most recent information and the transaction's current structural features. Since closing, the weighted-average foreclosure frequency (WAFF) has slightly decreased at the 'AAA' level but has increased across the remaining rating levels, reflecting higher arrears in the pool. Over the same period, the weighted-average loss severity (WALS) has decreased at all rating levels, driven by rising U.K. house prices. Consequently, the required credit coverage has declined across all rating levels due to the lower WALS. As of May 2025, total arrears stood at 7.29%, up from zero at closing, while arrears of 90 days or more were 2.97% (also zero at closing). Both metrics exceed our U.K. prime owner-occupied RMBS index; however, arrears appear to be stabilizing. As of the same date, the three-month constant prepayment rate (CPR) was 35.9%, down from 55.5%. This trend is consistent with the expected reversion profile at closing and has reduced the pool factor to 42.4% following the main reversion spikes in 2024 and 2025. We expect prepayment rates to continue decreasing until 2027, when the next major spike of reversions is likely. Cumulative losses remain low at GBP5,586 as of May 2025, representing 0.0% of the closing pool. Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 29.36 36.17 10.62 AA 21.10 30.38 6.41 A 16.84 21.09 3.55 BBB 12.52 16.04 2.01 BB 8.01 12.61 1.01 B 6.88 9.63 0.66 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. S&P said, "Our credit and cash flow analysis indicates the available credit enhancement for the class A and D-Dfrd notes remains commensurate with the currently assigned ratings. We therefore affirmed our 'AAA (sf)' and 'BBB (sf)' ratings on the class A and D-Dfrd notes, respectively. "We raised our ratings on the class B and C-Dfrd notes to 'AA+ (sf)' from 'AA (sf)' and to 'A+ (sf)' from 'A (sf)', respectively, reflecting higher credit enhancement. We limited the extent of the upgrades due to deteriorating performance and the still negative, albeit improving, excess spread in the transaction. "Given the rising arrears, we lowered our rating on the class E-Dfrd notes to 'BB- (sf)' from 'BB (sf)'. These notes face a shortfall in our standard cash flow analysis at their current rating level in the high CPR scenario. However, given we expect the CPR to decrease, we lowered our CPR assumption to 27% (rather than 30%) for this class of notes to reflect our expectation that prepayment rates are likely to fall until mid-2027, consistent with the fixed-to-floating rate reversion profile. "Counterparty risk does not constrain the ratings as the transaction is in line with our counterparty criteria." Brants Bridge 2023-1 PLC is backed primarily by a pool of first lien owner-occupied mortgage loans secured on properties in England, Wales, and Scotland. INVESCO EURO XI: Fitch Assigns 'BB-(EXP)sf' Rating on Cl. E-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Invesco Euro CLO XI DAC's refinancing notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Invesco Euro CLO XI DAC A-1-R XS3208454168 LT AAA(EXP)sf Expected Rating A-2-R XS3208454325 LT AAA(EXP)sf Expected Rating B-1-R XS3208454671 LT AA(EXP)sf Expected Rating B-2-R XS3208454911 LT AA(EXP)sf Expected Rating C-R XS3208455132 LT A(EXP)sf Expected Rating D-R XS3208455306 LT BBB-(EXP)sf Expected Rating E-R XS3208455561 LT BB-(EXP)sf Expected Rating Transaction Summary Invesco Euro CLO XI 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. Net proceeds from the refinancing notes will be used to redeem the existing notes (except the class F notes and the subordinated notes) and fund the existing portfolio that is actively managed by Invesco CLO Equity Fund IV LP. The collateralised loan obligation (CLO) has a remaining three-year reinvestment period and a six-year weighted average life test (WAL) following the extension of the WAL by one year at the closing of the refinancing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor (WARF) of the current portfolio is 26.1. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the current portfolio is 62.3%. Diversified Portfolio (Positive): The transaction has various concentration limits, including the 10-largest obligors at 25% of the portfolio balance, a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40% and two fixed-rate asset limits at 5% and 13.75% of the portfolio. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a three-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 for the transaction's Fitch-stressed portfolio analysis is in line with the WAL covenant of six years, which is already at the floor with no further reduction, under its criteria, despite the strict reinvestment conditions envisaged by the transaction after its reinvestment period. In addition, its analysis has considered that the transaction is about 0.4% below the target par of EUR400 million. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An increase of the default rate (RDR) by 25% of the mean RDR and a decrease of the recovery rate (RRR) by 25% at all rating levels in the current portfolio would have no impact on the class A-1-R and A-2-R notes, lead to downgrades of one notch each for the class B-R, C-R and D-R notes, and two notches for the class E-R notes. Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than assumed due to unexpectedly high levels of defaults and portfolio deterioration. The class B-R, C-R, D-R and E-R each have a rating cushion of two notches, due to the better metrics and shorter life of the current portfolio than the Fitch-stressed portfolio. The class A-1-R and A-2-R notes have no rating cushion. Should the cushion between the current portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of two notches for the class D-R notes, three notches each for the class A-1-R, A-2-R and C-R notes, four notches for the class B-R notes and to below 'B-sf' for the class E-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A reduction of the RDR by 25% of the mean RDR and an increase in the RRR by 25% at all rating levels in the Fitch-stressed portfolio would result in upgrades of up to two notches each for the class B-R, C-R, and D-R notes and three notches for the class E-R notes. Further upgrades may result from stable portfolio credit quality and notes amortisation, leading to higher credit enhancement across the structure. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Invesco Euro CLO XI 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. PRPM FUNDIDO 2025-2: S&P Assigns B-(sf) Rating on Cl. F-Dfrd Notes ------------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to PRPM Fundido 2025-2 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, the issuer also issued unrated class G and RFN notes. S&P's ratings address the timely payment of interest and the ultimate payment of principal on the class A notes. Our ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes address the ultimate payment of interest and principal on these notes, and timely payment of interest when they become the most senior class of notes outstanding. Unpaid interest will not accrue additional interest and will be due at the notes' legal final maturity. Credit enhancement for the rated notes comprises mainly subordination. A fully funded liquidity reserve fund is available from closing to meet revenue shortfalls on the class A and B-Dfrd notes when they become the most senior class outstanding. The pool of EUR345.6 million was originated by multiple lenders, with the main ones being Caixabank, S.A., Banco de Sabadell S.A. (Sabadell), Abanca Corporacion Bancaria S.A. (Abanca), and Cajamar Caja Rural S.C.C. (Cajamar). The assets are first and lower-ranking reperforming mortgages secured primarily on residential properties. 63% of the borrowers have had their loans restructured in the past. In a stressed economic environment, there is increased probability of these borrowers going back into arrears. Within the pool, more than 43% of the loans are at least one month in arrears, with 28.2% of these borrowers being more than three months in arrears. S&P views these borrowers as having a higher risk of default. The primary administrators, Caixabank, Abanca, Sabadell, and Cajamar, are experienced servicers with well-established servicing systems and policies. Additionally, given the material percentage of assets (28.27%) that are currently in more than 90 days arrears, Pepper Spanish Servicing, S.L.U acts as special servicer on these assets and master servicer of the overall portfolio. Finally, for the most complicated positions that will likely follow a legal foreclosure, a specialized asset manager, Hispania Asset Management (HAM), conducts recovery activities. At closing, HAM manages about 8.2% of the loans. Ratings Class Rating* Amount (mil. EUR) A AAA (sf) 208.100 B-Dfrd* AA (sf) 16.338 C-Dfrd* A- (sf) 18.058 D-Dfrd* BBB (sf) 6.879 E-Dfrd* BB- (sf) 10.319 F-Dfrd B- (sf) 8.559 G NR 75.673 RFN NR 6.268 *S&P's rating on this class considers the potential deferral of interest payments. NR--Not rated. Dfrd--Deferrable. =================== L U X E M B O U R G =================== AROUNDTOWN SA: S&P Rates New Subordinated Euro Hybrid Notes 'BB+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating to Aroundtown S.A.'s proposed hybrid notes, which are expected to be benchmark-sized and issued by its financing subsidiary, Aroundtown Finance Sarl. S&P understands the company will use the proceeds to tender certain existing hybrid bonds, including instruments currently receiving intermediate and no equity content, as per S&P Global Ratings' methodology. In addition, the company aims to reduce its hybrid capitalization rate to 15.0% from 17.2% as of Jun. 30, 2025. S&P understands the hybrid bonds issued by its subsidiary Grand City Properties S.A. (BBB/Stable/A-2) are not part of this transaction. S&P said, "We assigned our 'BB+' rating to the proposed notes, which we assess as having intermediate equity content until their first reset date. We rate the proposed perpetual subordinated hybrid notes two notches below the issuer credit rating on Aroundtown. The rating difference reflects our notching methodology, which deducts one notch for subordination because our long-term rating on Aroundtown is investment-grade ('BBB-' or higher); and another notch for payment flexibility, because the option to defer interest stands with the issuer. We assigned intermediate equity content to the proposed notes until their first reset date, which we understand will be 5.6 years after issuance. This is because they are subordinated to the company's senior debt obligations, cannot be called for at least five years, and are not subject to features that could discourage or materially delay optional deferral. We note that unlike the hybrids issued in 2024, the company has added a make-whole clause to the proposed bond documentation and simplified its replacement intentional language. Those changes still meet our criteria for intermediate equity content." Aroundtown S.A.--Outstanding hybrid bonds part of the transaction Issue Outstanding Issuing ISIN date principal amount currency Coupon First reset date Equity content* XS2799494120 16-Apr-24 722,203,000 Euro 7.125% 16-Apr-30 Intermediate (50% equity/50% debt) XS2287744721 15-Jan-21 600,000,000 Euro 1.625% 15-Jul-26 Intermediate (50% equity/50% debt) XS2812484215 07-May-24 344,750,000 GBP 8.625% 07-Aug-29 Intermediate (50% equity/50% debt) XS2812484728 07-May-24 493,740,000 USD 7.875% 07-Nov-29 Intermediate (50% equity/50% debt) XS1508392625 20-Oct-16 90,000,000 Euro 7.078% 20-Jan-23 None (100% debt) XS1634523754 21-Jun-17 67,365,000 USD 7.747% 21-Jul-23 None (100% debt) XS2017788592 25-Jun-19 19,319,000 GBP 8.521% 25-Jun-24 None (100% debt) XS2055106210 23-Sep-19 152,300,000 Euro 6.193% 23-Dec-24 None (100% debt) XS2027946610 11-Jul-19 60,083,000 Euro 5.871% 12-Jan-25 None (100% debt) *S&P Global Ratings-adjusted. GBP--Pound sterling. USD--U.S. dollar. As part of the tender offer, which is contingent on the successful issuance of the proposed hybrid notes, Aroundtown plans to reduce its hybrid capitalization rate to 15.0% from 17.2% as of June 30, 2025. S&P said, "We understand a portion of the total accepted amount under the tender offer, which exceeds the issuance of the proposed notes, may be satisfied with cash on the balance sheet (approximately EUR3.37 billion in cash and cash equivalents as of June 30, 2025). As of June 30, 2025, outstanding hybrid bonds (including hybrids assessed as intermediate or with no equity content) represented 17.2% (or about EUR560 million) of the company's total capitalization of EUR26.0 billion, exceeding our 15% maximum threshold for granting equity content. That said, Aroundtown's portion exceeding 15% of its capitalization rate does not receive equity content, primarily due to the effective maturity of these instruments being below 20 years. This primarily includes hybrid notes that have not been called or exchanged in previous transactions. Importantly, the increase in the capitalization rate is primarily attributable to challenges in the real estate industry over the last couple of years, including declining property values and the company's asset disposals undertaken to maintain sufficient liquidity and support its credit metrics. We recognize that reducing the capitalization rate to 15% may not be achieved solely through the proposed tender transaction and that the company may reach this threshold within three to six months, taking into account upcoming call dates and clean up options for certain instruments. While the absolute reduction in hybrid bonds may deviate, we do not expect it to exceed the stated EUR560 million, considering any factors influencing the hybrid capitalization rate." S&P said, "Pro forma the completed transaction, we maintain our existing equity content for any respective remaining hybrid instruments and understand the company is fully committed to a hybrid capitalization rate of 15%. We understand this reduction may include the redemption of instruments with both intermediate and no equity content. However, we expect the transaction will be neutral for the company's creditworthiness and that only a small part of the 15% capitalization rate will include instruments with no equity content. Aroundtown has consistently supported its hybrid instruments, and we believe it will continue to maintain them as a long-term component of its capital. We expect the company to proactively replace upcoming call dates and any remaining instruments with no equity content, with new ones receiving at least intermediate equity content. Our methodology stipulates that where a corporate issuer redeems a hybrid instrument without replacement to reduce outstanding hybrids and decrease the ratio of hybrid debt to capitalization from above 15%--this redemption would have no or a minimal negative impact on creditworthiness--we typically do not reclassify the equity content of its remaining hybrid instruments. The planned cash redemption will be treated outside our typical 10% immateriality tolerance for rolling 12-month redemptions. Excluding this transaction, Aroundtown has redeemed less than 1% of its hybrid capitalization over the last 12 months without replacement. Over a 10-year period, Aroundtown has used approximately 6%-7% of its aggregate outstanding hybrid capital, remaining within our criteria thresholds of 10% and 25% for immaterial reduction, respectively. "We expect this transaction to be broadly neutral for Aroundtown's S&P Global Ratings-adjusted credit metrics and in line with our latest publication. "The outcome of the proposed tender offer and cash repayment will depend on market dynamics. We will closely monitor the transaction details and timing of the planned reduction in hybrid stock. We may reassess our view and treatment of the company's hybrid stock if the issuer becomes less supportive of its remaining hybrid capital or if the company plans to reduce its hybrid capital stock to below 15%, including all hybrids receiving equity content and no equity content." ESSENDI SA: Fitch Affirms & Then Withdraws 'B' IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Essendi S.A.'s (formerly AccorInvest Group S.A.) Long-Term Issuer Default Rating (IDR) at 'B', and senior secured term loans and bond ratings at 'BB' with Recovery Ratings of 'RR1'. The Outlook on the IDR is Stable. Fitch has subsequently withdrawn the ratings. The IDR is constrained by high leverage after the debt restructuring in 2021, although Fitch expects deleveraging over 2026-2028. The rating also reflects the strength of Essendi's business profile and neutral-to-positive free cash flow (FCF) from 2026. Fitch considers there to be sufficient headroom under the 'B' rating. The recent debt issue completed the refinancing of Essendi's debt incurred during its 2021 restructuring, enhancing the company's financial and operational flexibility. The financing package included an increased EUR400 million revolving credit facility (RCF), securing a stronger liquidity buffer, than the previous RCF, which has been repaid. Fitch has withdrawn Essendi's ratings for commercial reasons. Fitch will no longer provide ratings or analytical coverage for the company. Key Rating Drivers Expected Re-leveraging: Fitch expects Essendi's EBITDAR net leverage to increase to 6.2x in 2025 from 5.8x in 2024, due to a 18% EBITDAR contraction under Fitch's rating case. The EBITDAR decline will be driven by business scale reduction from disposals, which will more than offset revenue per available room (RevPAR) growth. The re-leveraging will partially absorb rating headroom but metrics from 2025 should remain aligned with the 'B' rating. Essendi has reduced its debt to about EUR3.4 billion in 2024 from EUR4.7 billion in 2023 and Fitch expects it to decline further to below EUR3.2 billion in 2025. Essendi has used a mixture of cash proceeds and preference shares issuance (as a form of shareholder support, which Fitch treats as non-debt) to repay debt, but Fitch assumes only disposal proceeds will be used for further reductions in 2025-2026. Asset Disposals Part of Strategy: Essendi has been rationalising its hotel portfolio since 2021 by divesting assets outside its core region, or assets that do not meet its profitability and return criteria. The disposal programme slowed in 2025 after a record 2024 that yielded EUR679 million in net proceeds, and Fitch now expects around EUR250 million of net disposal proceeds in 2025. Essendi remains committed to generating EUR1.7 billion of proceeds from disposals in total by end-2026, but Fitch sees some execution risks for the remaining divestments planned for 2H25 and 2026, which aim to generate about EUR500 million in proceeds. Timely realisation of the disposal plan would reduce execution risks and leverage. Stable Underlying Performance: Fitch expects Essendi's like-for-like RevPAR growth to moderate to slightly below 1% in 2025, from 3.6% in 2024, as demand continues to stabilise in Europe where most of Essendi's hotels are located. This may exert pressure on underlying EBITDA margins, if cost inflation outpaces revenue growth and is not offset by cost savings. Structural Profitability Improvements: In 2024, Essendi reported broadly unchanged EBITDA, despite substantial asset divestments, with an improvement in its EBITDA margin by 100bp. Fitch expects the EBITDA margin to increase further by 40bp in 2025 and cumulatively by about 100bp by 2027, supported by Essendi's focus on disposing of assets with lower profitability. Slightly Negative FCF for 2025: Essendi generated positive FCF of EUR84 million in 2024, which together with asset disposals, facilitated deleveraging. Fitch expects FCF to turn slightly negative in 2025 as EBITDA is reduced by asset disposals, but Fitch believes mildly positive FCF from 2026 is possible due to strong cost monitoring and profitability improvement. In addition, lower debt will lead to reduced cash debt service costs. Essendi has flexibility to reduce capex, which may yield additional savings of EUR100 million a year, which are not included in the Fitch rating case. Strong Business Profile: Essendi's business profile is strong for the rating. It owns and operates one of the largest hotel portfolios in Europe with about 92,000 rooms at end-2024 and is well diversified within the region, with no major reliance on one single country. It is also diversified, with a presence in the economy and mid-scale segments. It owns 51% of its hotel portfolio, which provides greater financial flexibility than peers that lease their properties. However, Essendi lacks its own brands, as it operates under the brands of Accor SA (BBB- /Positive), which is also responsible for providing hotel management expertise and the reservation system. Peer Analysis Essendi differs from other Fitch-rated hotel operators as it does not own brands. It is more comparable with other asset-heavy hotel operators, with Whitbread PLC (BBB/Negative) its closest peer. Both companies operate a similar number of rooms and have comparable business scale by EBITDAR. Essendi is more diversified than Whitbread due to its footprint across 24 countries, while Whitbread operates predominantly in the UK and is expanding into Germany. Essendi also has better price diversification across economy and mid-scale hotels, while Whitbread focuses on the economy segment. However, the large rating differential reflects Essendi's materially weaker financial profile and more volatile operating performance. Fitch also sees greater execution risks in Essendi's strategy, which involves asset disposals. Essendi's business profile is stronger than those of other asset-heavy hotel operators (which own and lease hotels), such as Sani/Ikos Group Newco S.C.A. (B-/Stable), FIVE Holdings (BVI) Limited (B+/Positive) and Motel One GmbH (B+/Negative). FIVE and Motel One are rated higher than Essendi due to expected stronger credit metrics and liquidity. Essendi is rated higher than Sani/Ikos Group on projected lower leverage and better FCF generation. Key Assumptions - Revenue before disposals to increase 1%-1.5% a year to 2028 - Overall revenue to declining 18% in 2025 and 3% in 2026 due to asset disposals - EBITDA margin to increase 100bp over 2025-2028 due to the disposal of less profitable assets - Capex at EUR230 million-255 million a year over 2025-2028 - Disposal proceeds of EUR260 million in 2025 and around EUR180 million in 2026 - No change to the terms of hotel management agreement with Accor following its potential sale of stake in Essendi - No dividends Recovery Analysis Fitch believes Essendi would be liquidated in a bankruptcy rather than restructured as a going concern, given its large tangible asset base consisting of its hotels. The liquidation estimate reflects Fitch's view that its hotel portfolio (valued by external third parties as of June 2025) could be realised in a liquidation and distributed to relevant creditors in a default. Fitch has applied a 50% advance rate to the company's EUR7.6 billion gross asset value after deducting EUR470 million for assets secured by mortgages or under finance lease contracts. Fitch deducted 10% for administrative claims from the resulting liquidation value. Fitch assumed the EUR400 million RCF to be fully drawn on default. Fitch assumed new senior secured instruments totalling EUR1.8 billion to rank pari passu with existing 2029 and 2031 notes and the RCF, and among themselves. The total EUR3.3 billion distressed debt under its waterfall-generated recovery computation results in very high recoveries, yielding a Recovery Rating of 'RR1' and a 'BB' rating for the senior secured loans and notes, three notches above Essendi's 'B' IDR. RATING SENSITIVITIES Not applicable as the ratings have been withdrawn. Liquidity and Debt Structure At end-June 2025, the company's liquidity was limited but adequate for ongoing operations, with Fitch-adjusted cash of EUR116 million (after restricting EUR200 million of cash for operating purposes) and EUR300 million available under its EUR400 million RCF. Fitch assumes the outstanding amount of the RCF will be repaid in 2025 with asset disposal proceeds. Fitch also acknowledges the improvement of Essendi's debt maturity profile, with no scheduled debt repayments over 2025-2027. Receipt of disposal proceeds in 2025, further real estate disposals in 2026 and projected positive FCF from 2026 will help replenish liquidity over the medium term. Issuer Profile Essendi is a France-based real estate hotel owner and operator. Summary of Financial Adjustments Fitch calculates Essendi's lease liability by multiplying Fitch-defined lease costs by 8x, reflecting the long-term nature of rent contracts in the hotel sector. Fitch does not capitalise variable lease expenses linked to profits and apply a 25% haircut to variable rents linked to revenues when capitalising them. This reflects the greater flexibility that they provide in comparison with fixed leases and leads to a blended lease multiple of 7.1x. 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. Fitch will no longer provide ESG relevance scores for Essendi following the rating withdrawal. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Essendi S.A. LT IDR B Affirmed B LT IDR WD Withdrawn senior secured LT BB Affirmed RR1 BB senior secured LT WD Withdrawn =============== P O R T U G A L =============== GAMMA STC: Fitch Assigns 'BB+sf' Final Rating on Class F Notes -------------------------------------------------------------- Fitch Ratings has assigned Gamma, STC S.A. / Consumer Totta 3 final ratings. The final ratings on the notes are the same as their expected ratings. Entity/Debt Rating Prior ----------- ------ ----- Gamma, STC S.A. / Consumer Totta 3 A PTGAMUOM0028 LT AA+sf New Rating AA+(EXP)sf B PTGAMVOM0019 LT Asf New Rating A(EXP)sf C PTGAMWOM0018 LT BBBsf New Rating BBB(EXP)sf D PTGAMXOM0017 LT BBB-sf New Rating BBB-(EXP)sf E PTGAMYOM0024 LT BBsf New Rating BB(EXP)sf F PTGAMZOM0023 LT BB+sf New Rating BB+(EXP)sf R PTGAM1OM0026 LT NRsf New Rating NR(EXP)sf X PTGAM2OM0025 LT NRsf New Rating NR(EXP)sf Transaction Summary The transaction is a static securitisation of fully amortising unsecured consumer loans originated in Portugal by Banco Santander Totta S.A. (Totta, A/Stable/F1). Totta is ultimately owned by Banco Santander, S.A. (A/Stable/F1). KEY RATING DRIVERS Asset Assumptions Reflect Static Pool: Fitch has calibrated a base-case default rate of 7.5% for the portfolio, based on the historical data provided by Totta, Portugal's economic outlook and the originator's underwriting and servicing strategies. The base-case recovery rate expectation of 35% is comparable with other Iberian consumer ABS peer transactions', and reflects information received from the originator. There is no revolving period in the transaction, reducing credit risks related to changes in origination practices and in the macroeconomic environment. Pro-Rata Note Amortisation: The class A to E notes will amortise pro rata from the first interest payment date (IPD) until the a switch to sequential amortisation event is triggered. which Fitch considers unlikely during the first few years after closing under its base case, given the gap between portfolio performance expectations and defined triggers. Fitch believes the tail risk posed by the pro-rata pay-down is mitigated by the mandatory switch to sequential amortisation when the pool balance falls below 10% of the initial balance. Interest Rate Risk Mitigated: Hedging in the form of a fixed-to-floating interest rate swap addresses the mismatch between the floating-rate liabilities and predominantly fixed-rate assets (98.9% of the portfolio). Counterparty Arrangements Cap Ratings: The maximum achievable rating of this transaction is 'AA+sf', in accordance with Fitch's criteria. This is due to the transaction account bank (TAB) and swap provider minimum eligibility ratings of 'A-' or 'F1', which are insufficient to support a 'AAAsf' rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Long-term asset performance deterioration such as increased defaults and delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Better asset performance than expected, such as lower defaults and higher recoveries - Increasing credit enhancement ratios as the transaction deleverages to fully compensate the credit losses and cash flow stresses commensurate with higher ratings USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. =========== S W E D E N =========== POLYGON GROUP: S&P Affirms 'B' ICR & Alters Outlook to Negative --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' long-term issuer credit rating on Pan-European damage mitigation company Polygon Group AB and its 'B' issue rating on the first-lien debt (including the revolving credit facility [RCF]), with a recovery rating of '3', indicating its expectation of meaningful recovery (50%-70%; rounded estimate 55%) in the event of a default. The negative outlook reflects a weaker liquidity profile and credit metrics on the back of weak operating performance in 2025, leaving limited room for underperformance in the next 12 months. Polygon Group's operating performance in 2025 is negatively affected by lower volumes coming from water-related damage due to unusually dry weather conditions in Europe during the first half of 2025 and operational challenges in the U.K. and France that lead to underperformance, while management has already taken steps it believes will turn around the business in 2026. S&P forecasts S&P Global Ratings adjusted leverage will be about 10x in 2025, with funds from operations (FFO) cash interest at 1.2x and negative free operating cash flow (FOCF), leading to a worsening of the current liquidity profile, before recovering in 2026. Operating performance in 2025 was weak, owing mostly to unusually dry weather conditions and operational challenges in the U.K. and France, leaving little headroom for underperformance at the current 'B' rating. During the first half of 2025, revenue declined by 3.4% year over year and by 6.3% versus the company's budget, while Polygon's reported EBITDA margin decreased to 7.3% compared with 10.4% in the previous year. The revenue decline was mostly driven by reduced water damage restoration, as Europe has experienced the driest weather conditions since 1979, with flooding-related damage claims declining by 77% on an annualized basis in Polygon's largest market, Germany, in 2025 compared with 2024. In addition, the U.K. and France are currently undergoing restructuring activities due to underperformance, adding close to 30% of the total revenue underperformance compared with budget. The company's reported EBITDA margin decline was driven by lower utilization of staff due to lower volumes, as well as additional hires during the second half of 2024 in anticipation of stronger growth in 2025. Investments in its workforce while facing lower volumes in its higher-margin water-damage segment, alongside two underperforming geographies, led to significant EBITDA margin erosion. In addition, the company incurred more than EUR10 million of exceptional costs that were mostly linked to rightsizing of the cost structure, with full-time equivalent (FTE) employee reductions at more than 400 between Dec. 31, 2024, and Aug. 31, 2025, and restructuring activities in the U.K. and France. Reducing the FTE base during 2025 (an incremental 100 FTEs are being laid off between Aug. 31 and Dec. 31, 2025) is expected to generate around EUR13 million of cost savings in 2025. This accompanies early signs of a turnaround in the U.K., where a new management is in place. S&P said, "We forecast a revenue decline of about 7% year over year with an S&P Global Ratings-adjusted EBITDA margin of 6.6% in comparison with 9.2% in 2024, given the lower utilization of staff, a negative mix effect coming from lower volumes in higher-profitability businesses, and exceptional costs of EUR18 million linked to the FTE reduction and other restructuring and operational initiatives. As a result, we forecast leverage of almost 10x, with FFO to debt of 1.3% at the end of 2025 versus 6.3x and 6.6%, respectively in 2024. FOCF is forecast to be negative, as much as EUR10 million (before lease payments of about EUR55 million), due to the EBITDA contraction, with capital expenditure (capex) of around EUR34 million, partially offset by better working capital management and negative revenue growth leading to inflows of up to EUR15 million. FFO cash interest coverage is forecast to be 1.2x at the end of 2025, underlining the significant underperformance compared with our previous base case in which we expected interest coverage of 2.5x in 2025." S&P said, "Led by management initiatives and a focus on cost control, we forecast significant EBITDA margin expansion back to 9%, with positive FOCF generation and leverage close to 7.0x in 2026. For 2026 and 2027, we forecast modest revenue growth of up to 4% year over year, given we continue to see unchanged high service quality coming from Polygon, remaining the market leader in Germany ahead of Belfor, which should allow the group to increase prices and offer new services to its existing customer base. Our base case does not include any benefits from one-off weather events such as floods, which would likely enable higher revenue growth than our current forecasts. S&P Global Ratings-adjusted EBITDA margin is expected to reach 9.0% in 2026 and 9.4% in 2027 versus 6.6% in 2025. The significant EBITDA margin expansion is driven by the full flow through of the cost-saving initiatives executed during 2025, a turnaround of the underperforming U.K. and France, as well as benefits from other operational initiatives. Those include the cross utilization of its existing technicians, better tracking of scope of existing work and pricing, and more efficient depot management. In addition, we also forecast exceptional costs to reduce to EUR10 million in 2026 and EUR7.5 million in 2027 linked to operational improvement initiatives that are expected to be executed across all geographies, while we assume most of the restructuring work will be completed by the end of 2025. Apart from profitability enhancing measures, we also expect stricter cost control on capex spend and lease payments, which were nearly 6% of revenue in 2024. For 2026, we forecast capex of below EUR30 million with broadly flat lease payments of EUR55 million, while we anticipate about EUR35 million of capex in 2027 with a broadly unchanged balance of lease payments. We expect better depot management and the reduction of FTEs, which leads to less vehicle usage to support that trajectory. Therefore, we forecast leverage close to 7x in 2026 before dropping below that level in 2027, while FFO to debt is anticipated to be 5.9% in 2026 and 6.5% in 2027. FFO cash interest coverage will improve to about 2x, while FOCF generation is forecast to be around EUR20 million, albeit remaining negative at around EUR20 million after lease payments. We expect the negative balance of FOCF after lease payments to gradually decrease over the coming years, thanks to profitability improvements and management's stricter cost control. "We see a weaker liquidity profile for Polygon due the negative FOCF generation and reducing availability under the RCF. However, we forecast a gradual improvement in FOCF generation over the next two years, which we expect to sustain the liquidity profile, with no near-term maturities until 2028. We see a weakening of the liquidity situation of Polygon on the back of the operating underperformance and FOCF after lease payments of around negative EUR50 million in 2025, despite a EUR30 million fungible tap to the term loan B (TLB) during the first half of 2025 that was targeted at supporting the liquidity profile. On June 30, 2025, the company had EUR48 million available (net of bank guarantees) for drawdowns under the RCF, with EUR13.5 million of cash on the balance sheet (net of overdrafts) and EUR6.5 million of holding company cash that we view as readily available to Polygon in case of liquidity needs. However, we include incremental drawings of EUR20 million under the RCF in the second half of 2025 to offset the anticipated cash outflows. "We note that our current less than adequate liquidity assessment is sensitive to any operating underperformance given FOCF after lease payments is forecast to remain negative over the next two years, albeit at a lower amount of around EUR20 million compared with more than EUR50 million in 2025. In addition, the company has no near-term maturities seeing that the RCF will only come due during the first quarter of 2027, which helps support Polygon's liquidity position. "Any operating underperformance compared with our base case over the next 12 months will likely diminish any rating headroom, with credit metrics and a liquidity profile that would not be consistent with a 'B' rating. This underperformance may come from lower profitability levels and higher FOCF outflows that further constrain Polygon's liquidity situation. The lower profitability may come from an inability to turn around its underperforming geographies, higher exceptional costs linked to restructuring activities, and delays in the realization of the operational benefits and cost containment measures." The negative outlook reflects a weaker liquidity profile and credit metrics on the back of very weak operating performance in the first half of 2025, leaving limited room for underperformance in the next 12 months. S&P could lower the ratings if: -- FFO cash interest coverage remains materially below 2.0x. -- FOCF remains negative on a sustained basis with no signs of recovery, leading to further tightening of the liquidity position. -- The group further underperforms our base case, alongside aggressive financial policy decisions, such that leverage increases beyond our expectation and results in material deterioration of deleveraging prospects. S&P could revise the outlook to stable if Polygon's operating performance recovers, with sustained positive FOCF and FFO cash coverage converging toward 2x, alongside an improvement in the liquidity profile. =========================== U N I T E D K I N G D O M =========================== APEXBROOK LIMITED: Moorfields Named as Administrators ----------------------------------------------------- Apexbrook Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in the High court of Justice, Business and Property Courts, Insolvency & Companies List (ChD), Court Number: CR-2025-007141, and Milan Vuceljic and Michael Solomons of Moorfields were appointed as administrators on Oct. 14, 2025. Apexbrook Limited specialized in the buying and selling of own real estate. Its registered office and principal trading address is at 2nd Floor, Unicorn House, Station Close, Potters Bar, EN6 1TL The joint administrators can be reached at: Milan Vuceljic Michael Solomons Moorfields 82 St John Street London, EC1M 4JN Telephone: 020 7186 1144. For further details, contact: Lachlan Bowness Moorfields Tel No: 020 7186 1148 Email: lachlan.bowness@moorfieldscr.com 82 St John Street London, EC1M 4JN CPUK FINANCE: Fitch Affirms 'B' Rating on Class B8 Notes -------------------------------------------------------- Fitch Ratings has assigned CPUK Finance Limited's new class B8 notes a 'B' rating. The Outlook is Stable. Fitch has also affirmed CPUK's existing class A notes at 'BBB' and class B notes at 'B', with Stable Outlooks. The new GBP285 million class B8 notes were issued to refinance CPUK's GBP250 million class B5 notes, pay transaction-related costs, fund one-off shareholder distributions and other general corporate purposes. The class B5 notes were paid in full on October 23. Entity/Debt Rating Prior ----------- ------ ----- CPUK Finance Limited Project Revenues - Second Lien/2 LT LT B Affirmed B Project Revenues - First Lien/1 LT LT BBB Affirmed BBB Project Revenues - Second Lien - Expected Ratings/2 LT LT B New Rating B(EXP) RATING RATIONALE The ratings reflect CPUK's demonstrated ability to maintain high and stable occupancy rates, increase prices above inflation, and ultimately achieve solid financial performance. However, the ratings also factor in the company's exposure to the UK holiday and leisure industry, which is highly exposed to discretionary spending. Overall, Fitch expects CPUK's proactive and experienced management to continue leveraging the company's good-quality estate and maintain steady financial performance over the medium term, despite pressures on real disposable income in the UK. The Stable Outlooks reflect its expectation that CPUK will be able to continue to largely pass on cost increases to prices and maintain high occupancy rates. KEY RATING DRIVERS Industry Profile - Weaker Operating Environment Drives Assessment: The UK holiday park sector faces price and volume risks, which makes the projection of long-term cash flows challenging. It is highly exposed to discretionary spending, changing consumer behaviour as well as commodity and food prices. Events and weather risks are also important, with Center Parcs affected by fire, minor flooding and the Covid-19 pandemic. The operating environment is a key driver of the industry profile, resulting in its overall 'Weaker' assessment. The scarcity of suitable, large sites near major conurbations provides barriers to entry. Operating environment - Weaker; Barriers to entry - Midrange; Sustainability - Midrange Company Profile - Stronger Strong Performing Market Leader: CPUK has no direct competitors and the uniqueness of its offer differentiates it from camping and caravan options or overseas weekend breaks. Growth has been driven by villa price rises, while a large repeat customer base helps revenue stability. The company has a high level of advanced bookings. An increasing portion of food and beverage revenue is derived from concession agreements, but these are fully turnover linked, giving some visibility of underlying performance. The Center Parcs brand is fairly strong and CPUK benefits from other brands operating on a concession basis at its sites. The company is well into its eight-year lodge refurbishment programme and makes further capex projections that should maintain the estate's and offering's quality. Financial performance - Stronger; Company operations - Stronger; Transparency - Stronger; Dependence on operator - Midrange; Asset quality - Stronger Debt Structure - Stronger (Class A); Debt Structure - Weaker (Class B) Cash Sweep Drives Amortisation: The class A notes have an interest-only period and benefit from payment deferability of the class B notes. The notes are all fixed rate. The covenant package is slightly weaker than other typical whole business securitisations (WBS), with covenants based on free cash flow debt service coverage ratio being essentially interest coverage ratios. This is compensated by a cash sweep feature at the expected maturity date of the class A notes. The condition to issue further class A notes is to maintain a net debt/EBITDA of 5.75x on the class A debt. Fitch expects CPUK's leverage metrics to remain at about or below 5.0x. The transaction benefits from a comprehensive WBS security package. Security is granted by a fully fixed and qualifying floating security under an issuer-borrower loan structure. Only the class A noteholders can direct the trustee to enforce any security while the class A notes are outstanding. The class B noteholders benefit from a topco share pledge, which is structurally subordinated to the borrower and allows them to sell the shares in a class B default event (e.g. non-payment, failure to refinance or class B free cash flow debt service coverage ratio below 1.0x). Debt profile - Stronger (Class A), Weaker (Class B); Security package - Stronger (Class A), Weaker (Class B); Structural features - Stronger (Class A), Weaker (Class B) Financial Profile CPUK's net debt/EBITDA is 4.7x for the class A notes and 7.8x for the class B notes in the financial year ending April 2026 (FY26). The deal progressively deleverages to well below 5.0x and 8.0x, due to solid operational performance, which Fitch expects to continue, despite higher inflation and pressure on discretionary spending. The projected deleveraging profile envisages the class A notes' full repayment in FY37 and class B notes' full repayment by FY45. PEER GROUP Operationally, the most suitable WBS comparisons are WBS pubs, as they share exposure to discretionary consumer spending. CPUK has proven less cyclical than leased pubs, with strong performance during previous major economic downturns. The Covid-19 pandemic also demonstrated CPUK's greater control over its costs. The transaction is also comparable with Arqiva Financing plc, due to a similar debt structure. Arqiva's WBS notes are also rated 'BBB' and envisage substantial repayment via a cash sweep in FY32 (financial year ends in June), comparable to CPUK's expected full class A repayment. Fitch assesses industry risk for Arqiva as 'Stronger' as it benefits from long-term contractual revenue with strong counterparties, versus the 'Weaker' assessment for CPUK. However, Arqiva's repayment timing is partly restricted by the expiry of these long-term contracts. Roadster Finance DAC (Tank & Rast) is rated 'BBB' with a net debt/EBITDA peak of 5.3x in 2026 before reducing to 4.9x in 2027, which then is comparable to CPUK's class A leverage. Tank & Rast is not operationally similar to CPUK, but its financial structure of soft-bullet maturity with a cash sweep is comparable. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Class A Notes - Deterioration of net debt/EBITDA to above 5.0x by FY26 - Substantial repayment of class A notes no earlier than 10 years under the Fitch rating case Class B Notes - Deterioration of net debt/EBITDA to above 8.0x by FY26. - Substantial repayment of class B notes no earlier than 17 years under the Fitch rating case Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Class A Notes - A big improvement in performance above the Fitch rating case, with net debt/EBITDA below 4.0x in FY26 (although CPUK has historically tapped and re-leveraged the structure several times already) and a full repayment of the class A notes within eight years under the rating case. Class B Notes - An upgrade is precluded due to CPUK's ability to raise additional debt. TRANSACTION SUMMARY CPUK has issued a new GBP285 million class B8 notes and used the proceeds to refinance its GBP250million class B5 notes. 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. CPUK FINANCE: S&P Assigns B(sf) Rating on Class B7-Dfrd Notes ------------------------------------------------------------- S&P Global Ratings assigned its 'B (sf)' credit rating to CPUK Finance Ltd.'s new fixed-rate GBP285 million class B8-Dfrd notes with an expected maturity date in August 2032. S&P said, "Our rating on these junior notes only addresses the ultimate payment of interest and ultimate payment of principal on the legal final maturity date. At the same time, we affirmed our 'BBB (sf)' ratings on the outstanding class A5, A6, A7 and A8 notes, and our 'B (sf)' ratings on the class B6-Dfrd and B7-Dfrd notes. We also withdrew our 'B (sf)' rating on the class B5-Dfrd notes as they have fully redeemed." The new issuance translates to a leverage ratio of about 8.1x for the class B8-Dfrd notes, based on fiscal 2025 S&P Global Ratings-adjusted EBITDA of GBP278.6 million. S&P expects Center Parcs' operating performance to remain resilient despite ongoing macroeconomic pressure, resulting in S&P Global Ratings-adjusted leverage of below 8.0x in fiscal 2026. The transaction blends a corporate securitization of the U.K. operating business of the short break holiday village operator Center Parcs Holdings 1 Ltd., the borrower, with a subordinated high-yield issuance. It originally closed in February 2012 and has been tapped several times since, most recently in November 2024. The transaction will likely qualify for the appointment of an administrative receiver under the U.K. insolvency regime. When the events of default allow security to be enforced ahead of the company's insolvency, an obligor event of default would allow the noteholders to gain substantial control over the charged assets before an administrator's appointment, without necessarily accelerating the secured debt, both at the issuer and at the borrower level. CPUK Finance issued the new 6.875% fixed-rate class B8-Dfrd notes totaling GBP285 million. These new notes are contractually subordinated to the outstanding class A notes and rank pari passu with the existing class B6-Dfrd and B7-Dfrd notes. The interest on these instruments is fully deferrable and fully subordinated, similar to the existing class B6-Dfrd and B7-Dfrd notes. Our ratings on these junior notes only address ultimate payment of interest and principal. The financial default covenant--where the class B free cash flow (FCF) debt service coverage ratio (DSCR) cannot be less than 100%--also applies to the B8-Dfrd notes. The issuer used the proceeds of the new class B8-Dfrd notes to make further advances to the borrowers under the issuer-borrower loan agreement. The borrowers used the loan proceeds to repay the existing class B5 loan. In turn, the issuer will use the proceeds of the prepayment of the class B5 loan to fully prepay the corresponding class B5-Dfrd notes. The borrowers used the remaining class B8 loan proceeds to cover transaction fees and expenses due under the class B5-Dfrd notes and distribution to shareholders. The payment of accrued and unpaid interest up to the prepayment date were funded from other funds available to the borrowers. Rating rationale for the class A notes CPUK Finance's primary sources of funds for principal and interest payments on the existing class A notes are the loan interest and principal payments from the borrowers and amounts available from the GBP110 million liquidity facility. The liquidity line is available at the issuer level and covers about 18 months of the class A notes' interest payments and the issuer's senior expenses. The class B notes do not benefit from liquidity support. S&P's ratings on the senior class A notes address the timely payment of interest and the ultimate repayment of principal due on the notes on their legal final maturity. They are based primarily on our ongoing assessment of the borrowing group's underlying business risk profile (BRP), the integrity of the transaction's legal and tax structure, and the robustness of operating cash flows supported by structural enhancements. Debt service coverage ratio (DSCR) analysis S&P said, "Our cash flow analysis serves to both assess whether cash flows will be sufficient to service debt through the transaction's life and to project minimum DSCRs in our base-case and downside scenarios. "We typically view liquidity facilities and trapped cash (either due to a breach of a financial covenant or following an expected repayment date) as being required to be kept in the structure if: (1) the funds are held in accounts or may be accessed from liquidity facilities; and (2) we view it as dedicated to service the borrower's debts, specifically that the funds are exclusively available to service the issuer/borrower loans and any super senior or pari passu debt, which may include bank loans. "In this transaction, we have given credit to trapped cash in our DSCR calculations as we have concluded that it is required to be kept in the structure and is dedicated to debt service." Base-case forecast S&P said, "Our base-case EBITDA and operating cash flow projections in the short term and the company's fair BRP rely on our corporate methodology, based on which we give credit to growth through the end of fiscal 2027. Beyond fiscal 2027, we apply our assumptions for capital expenditure (capex) and taxes, in line with our global corporate securitization methodology, which we then use to derive our projections for the cash flow available for debt service." For the borrower group, S&P's current assumptions are: -- U.K. GDP growth of 1.2 % in 2025, rising to 1.3% in 2026 and 1.6% in 2027. Consumer price index growth in 2025 of 3.4%, slowing to 2.5% in 2026 and 2.0% in 2027. These forecasts are for the calendar years. -- Revenue of approximately GBP660 million in 2026, nearing GBP683 million in 2027. These assumptions are driven by stable occupancy at 97%, a steady increase in ADR following a plateau in fiscal 2025, and resilient in-park spending. -- Margins to remain at approximately 43% for 2026 and decrease to about 42.5% in 2027. Margins will be affected by higher staff costs resulting from the higher U.K. living wage and increased business rates. -- Tax payments of GBP10.3 million in fiscal 2026, and GBP22.9 million in fiscal 2027. -- Annual interest payments of about GBP130 million. Maintenance capex of about GBP40 million for fiscal 2026 and 2027. Thereafter, S&P assumes about GBP18.5 million per year, in line with the transaction documents' minimum requirements. -- Development capex of GBP77 million for fiscal 2026 and GBP50 million for fiscal 2027. The increase in capex in fiscal 2026 is related to higher spend on new builds (spa expansion, premiumization of lodges, new restaurants etc.). Thereafter, as S&P assumes no EBITDA growth, in line with our corporate securitization criteria, it considered only the minimum GBP6 million investment capex required under the documentation. Downside DSCR analysis S&P said, "Our downside DSCR analysis tests whether the issuer-level structural enhancements improve the transaction's resilience under a moderate stress scenario. Considering CPH1 and U.K. hotels' historical performance during the financial crisis of 2007-2008, in our view a 15% decline in EBITDA from our base case is appropriate for the borrower's particular business. We applied this 15% decline to the base-case at the point where we believe the stress on debt service would be greatest. "Our downside DSCR analysis resulted in a strong resilience score for the class A notes. This reflects the headroom above a 1.8:1 DSCR threshold that is required under our criteria to achieve a strong resilience score after considering the level of liquidity support available to each class." Liquidity facility adjustment S&P said, "The issuer's GBP110 million liquidity facility balance represents about 7% of liquidity support, measured as a percentage of the outstanding class A note balance, which is below the 10% level we typically consider for as a significant liquidity support. Therefore, we have not considered any further uplift adjustment to the resilience-adjusted anchor for liquidity." Modifier analysis S&P said, "Considering the proximity of the class A6 and B6 notes' EMDs in August 2027, we believe the issuer is likely to pursue refinancing opportunities in the short to medium term. This could put downward pressure on DSCRs. We reflected this in our revised base-case anchor which we lowered to 'bbb-' from 'bbb', as the minimum DSCR sits comfortably in the lower end of the 1.8x-4.0x range, a shift from our previous assessment where it was near to the end of the mid bound. Considering these factors and noting the company's limited issuance of long-term debt over the last seven years, we removed the negative one-notch adjustment." Comparable rating analysis Due to its cash sweep amortization mechanism, the transaction relies significantly on future excess cash. At the same time, long-term forecasts of cash flows in the U.K. short-stay parks sector remain uncertain, notably due to the presence of event risk and exposure to changing consumer preferences over the long term. To account for this combination of factors, S&P has lowered the resilience-adjusted anchor by one notch. This is unchanged since its previous analysis. Rating rationale for the class B notes S&P's ratings on the junior class B notes only address the ultimate repayment of principal and interest on their legal final maturity dates. The class B6-Dfrd, B7-Dfrd, and B8-Dfrd notes are structured as soft-bullet notes with expected maturity dates in August 2027, August 2029, and August 2032 respectively, and legal final maturity dates in August 2051, August 2055, and August 2058. Interest and principal is due and payable to the noteholders only to the extent received under the B6-Dfrd, B7-Dfrd, and B8-Dfrd loans. Under their terms and conditions, if the loans are not repaid on their expected maturity dates, interest would no longer be due and would be deferred. Similarly, if the class A loans are not repaid on the second interest payment date following their respective expected maturity dates, the interest on the class B loans would be deferred. The deferred interest, and the interest accrued thereafter, becomes due and payable on the class B6-Dfrd, B7-Dfrd, and B8-Dfrd notes' final maturity date. S&P said, "Our analysis focuses on scenarios in which the loans underlying the transaction are not refinanced at their expected maturity dates. We therefore consider the class B7-Dfrd and B8-Dfrd notes as deferring accruing interest from the class B6-Dfrd's expected maturity date and one year after the class A6 notes' expected maturity date, respectively, and receiving no further payments until the class A notes are fully repaid." Moreover, under the terms of the class B issuer-borrower loan agreement, further issuances of class A notes, for the purpose of refinancing, are permitted without consideration given to any potential effect on the then current ratings on the outstanding class B notes. Both the extension risk, which S&P views as highly sensitive to the borrowing group's future performance given its deferability, and the ability to refinance the senior debt without consideration given to the class B notes, may adversely affect the ability of the issuer to repay the class B notes. As a result, the uplift above the borrowing group's creditworthiness reflected in our ratings on the class B notes is limited. Counterparty risk S&P said, "We do not consider the liquidity facility or bank account agreements to be in line with our current counterparty criteria. As a result, the maximum supported rating continues to be the lowest issuer credit rating (ICR) among the bank account and liquidity providers. Currently, the providers are rated the same. "However, our ratings are not currently constrained by our ICRs on any of the counterparties, including the liquidity facility, and bank account providers." Outlook S&P said, "Over the next 12-24 months, we expect Center Parcs' operating performance to remain resilient thanks to the high occupancy rates and in-park revenue and ADRs growing steadily. In addition, we do not expect cost pressures to be fully offset; as a result, the S&P Global Ratings-adjusted EBITDA margin will remain at about 42%. Nevertheless, we expect cash flow generation to remain positive. We expect that the excess cash will be used to pay dividends rather than reduce gross debt and therefore, we anticipate S&P Global Ratings-adjusted debt to EBITDA to remain at about 8.0x over fiscal 2026-2027." Upside scenario S&P said, "We consider any upward revision of the borrower's BRP to be remote at this stage. It would rely on substantially increased geographical and format diversification, an increase in scale that translates to revenue and EBITDA growth, as well as maintenance of sound profitability. A stronger BRP would also depend on the borrower demonstrating its ability to manage event risks over a longer period. "We may consider raising our ratings on the class B notes if total group leverage (including the class A and B notes) declines toward 5.0x and the sponsor commits to not increasing leverage above that level. "We may consider raising our ratings on the class A notes if our base-case scenario showed a minimum projected DSCR at the higher end of 1.8x-4.0x." Downside scenario S&P said, "We could lower our ratings on the class A and B notes if we were to revise down our assessment of the borrower's BRP to weak from fair. This could occur if the borrower group's operating performance were to deteriorate materially due to macroeconomic or event risks, or a change in customer preferences resulted in a substantial decline in revenue per available lodge or occupancy rates." S&P may consider lowering its ratings on the class B notes if credit metrics weakened due to weaker operating performance or additional shareholders' remuneration, resulting in: -- Adjusted debt to EBITDA increasing above 8.0x on a sustained basis; or -- Free operating cash flow turning negative. S&P could lower its ratings on the class A notes if our minimum projected DSCR approaches the 1.3x:1.8x range in its base-case scenario, if the resilience score was to change to satisfactory from strong, or if the expected maturity date window extends beyond seven years. Class A credit rating steps Current review Previous review* Business risk profile Fair Fair Business volatility score 4 4 Base case minimum DSCR range 1.80x-4.00x (L) 1.80x-4.00x (M) Anchor bbb- bbb Downside case EBITDA 15 15 decline (%) Downside minimum DSCR range 1.80x-4.00x >=4.00x Resilience score Strong Excellent Resilience-adjusted anchor bbb+ a- Liquidity adjustment None None Modifier analysis adjustment None -1 notch Comparable rating analysis adjustment -1 notch -1 notch Rating BBB (sf) BBB (sf) *DSCR--Debt service coverage ratio. (M)--Middle of the range. (L)--Low end of the range. Ratings Class Rating Balance (mil. GBP) Rating assigned B8-Dfrd B (sf) 285 Ratings affirmed A5 BBB (sf) 379.5 A6 BBB (sf) 324 A7 BBB (sf) 324 A8 BBB (sf) 346 B6-Dfrd B (sf) 255 B7-Dfrd B (sf) 330 Rating withdrawn Rating to Rating from B5-Dfrd NR B (sf) NR--Not rated. ELSTREE 2025-2: S&P Assigns BB+(sf) Rating on Class X Notes ----------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Elstree 2025-2 1ST PLC's class A to X notes. At closing, Elstree 2025-2 1ST also issued unrated RC1 and RC2 residual certificates. S&P's ratings address timely receipt of interest and ultimate repayment of principal on the class A notes, the ultimate payment of principal on the class X notes, and the ultimate payment of interest and principal on the other rated notes. Of the loans in the pool, 49.2% are first-lien buy-to-let (BTL) mortgages and 50.8% are first-lien owner-occupied loans. The loans in the pool were originated by West One Secured Loans Ltd. (WOSL) and West One Loan Ltd. (WOLL), which are wholly owned subsidiaries of Enra Specialist Finance Ltd. (Enra), almost entirely in 2025. This is Enra's second securitization, after Elstree 2025-1 1ST PLC, comprising solely first-lien owner-occupied loans and BTL loans. The class A and B-Dfrd notes benefit from liquidity provided by a liquidity reserve fund, and principal can be used to pay senior fees and interest on the rated notes subject to various conditions. Credit enhancement for the rated notes consists of subordination and a general reserve fund. The transaction features a swap that pays to the issuer a coupon based on the compounded daily Sterling Overnight Index Average, and the issuer pays to the swap provider a fixed rate on the fixed-rate loans before reversion. WOSL is the servicer for the portfolio. There are no rating constraints in the transaction under our counterparty, operational risk, or structured finance sovereign risk criteria. S&P considers the issuer to be bankruptcy remote. GOLDPLAZA (MITCHAM): Moorfields Named as Administrators ------------------------------------------------------- Goldplaza (Mitcham) Limited was placed into administration proceedings in the High court of Justice, Business and Property Courts, Insolvency & Companies List (ChD), Court Number: CR-2025-007138, and Milan Vuceljic and Michael Solomons of Moorfields were appointed as administrators on Oct. 14, 2025. Goldplaza (Mitcham) specialized in letting and operating of own or leased real estate. Its registered office and principal trading address is at 2nd Floor, Unicorn House, Station Close, Potters Bar, EN6 1TL The joint administrators can be reached at: Milan Vuceljic Michael Solomons Moorfields 82 St John Street London EC1M 4JN Tel No: 020 7186 1144 For further details, contact: Lachlan Bowness Moorfields 82 St John Street London, EC1M 4JN Email: lachlan.bowness@moorfieldscr.com Tel No: 020 7186 1148 LONDON CARDS 3: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes ---------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to London Cards Master Issuer PLC series 3's asset-backed floating-rate class A, B-Dfrd, C-Dfrd, D-Dfrd, and X-Dfrd notes. The class X-Dfrd notes are excess spread notes. Subordinated to the class D-Dfrd note is an originator variable funding note (VFN), which, together with the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes, represents the collateralized debt. The assets backing the notes comprise credit card receivables arising under designated Visa accounts granted to limited liability companies and limited liability partnerships, originated by New Wave Capital Ltd., trading as Capital on Tap (CoT) in the U.K. This is the third securitization of receivables originated by CoT and the second that we have rated. This series is the first public issuance from this master trust structure. The transaction has an initial scheduled revolving period of three years during which principal collections are reinvested to purchase additional receivables, subject to early amortization upon the occurrence of certain events including performance-based tests. CoT can extend the revolving period for an additional 12 months with no change to the notes' original terms and conditions. The rated notes pay a floating rate of interest plus a margin. If they are not redeemed by the original scheduled redemption date the margin increases to a higher step-up margin except the class X-Dfrd notes. A combination of note subordination and available excess spread provides credit enhancement on the collateralized debt. Additionally, the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes also benefit from liquidity provided by an amortizing reserve fund. Amounts exceeding the required reserve fund amount are released to the revenue priority of payments. CoT is the initial servicer of the portfolio. Following a servicer termination event Lenvi Servicing Ltd. assumes servicing of the portfolio. S&P's credit ratings in this transaction are not constrained by our counterparty, legal, or operational criteria. Ratings Class Rating* Amount (mil. GBP) A AAA (sf) 362.5 B-Dfrd AA (sf) 62.5 C-Dfrd A (sf) 40.0 D-Dfrd BBB (sf) 10.0 X-Dfrd CCC (sf) 17.5 *S&P's ratings address timely payment of interest and ultimate repayment of principal by legal final maturity on the class A notes and the ultimate payment of interest and principal on the other rated notes. MORGLAS ABS 2025-1: Fitch Assigns 'Bsf' Final Rating on Cl. F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Morglas ABS 2025-1 PLC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Morglas ABS 2025-1 PLC Class A XS3178112259 LT AAAsf New Rating AAA(EXP)sf Class B XS3178112333 LT AAsf New Rating AA(EXP)sf Class C XS3178112416 LT Asf New Rating A(EXP)sf Class D XS3178112507 LT BBBsf New Rating BBB(EXP)sf Class E XS3178112689 LT BBsf New Rating BB(EXP)sf Class F XS3178112762 LT Bsf New Rating B(EXP)sf Class R XS3178112929 LT NRsf New Rating NR(EXP)sf Class X XS3178113067 LT BBsf New Rating BB(EXP)sf Class Z XS3178112846 LT NRsf New Rating NR(EXP)sf Transaction Summary Morglas ABS 2025-1 is a securitisation of unsecured consumer loans originated by Admiral Financial Services Limited under the Admiral Money brand (AM), a wholly owned subsidiary of the Admiral Group plc (A/Stable). The transaction does not feature a revolving period and amortises pro rata, subject to conditional triggers. KEY RATING DRIVERS Near-Prime Assets, Recent Originator: The portfolio comprises unsecured UK consumer loans originated by AM. The lender started originating in 2017, focusing on near-prime loans, with more than half of the transaction's pool comprising loans for debt consolidation purposes. Fitch has assumed a base case default of 5.5%, slightly above the historical average, to which it has applied a 'AAAsf' multiple of 4.75x, reflecting limited data and high historical volatility due to rapid loan book growth. Fitch has used a base case recovery expectation of 30% with a 'AAAsf' haircut of 55%. Static and Pro Rata Amortisation: The deal does not have a revolving period. The class A to Z notes will be repaid pro rata unless a sequential amortisation event occurs. Such an event would be primarily linked to performance triggers such as cumulative defaults exceeding certain thresholds. Fitch views these triggers as sufficiently robust to halt the pro rata mechanism at early signs of performance deterioration and believes the tail risk posed by the pro rata pay-down is reduced by the mandatory switch to sequential amortisation when the outstanding collateral balance falls below 10% of the initial balance. PIR May Constrain Junior Notes: Payment interruption risk (PIR) is reduced by the presence of a dedicated liquidity reserve for the class A and B notes, but the class C to F notes do not benefit from this liquidity protection. However, the presence of a declaration of trust in favour of the issuer, together with the collection account bank (Barclays Bank PLC; A+ / Stable) holding funds for no longer than two business days, mitigate PIR up to the 'Asf' category. Standby Servicer Appointed: AM is a fairly recent newcomer to the ABS market and Lenvi Servicing Limited is appointed as back-up servicer at closing. Lenvi is an experienced back-up servicer with GBP42 billion of back-up agreements and aims to complete invocation in 30 days. Lenvi has an RMBS Primary Servicer Rating of 'RPS2-'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Sensitivity to Increased Defaults: Final ratings (class A/B/C/D/E/F/X): 'AAAsf'/'AAsf'/'Asf'/'BBBsf'/'BBsf'/'Bsf'/ 'BBsf' Increase defaults by 10%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BB-sf'/'NRsf'/ 'B+sf' Increase defaults by 25%: 'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'B+sf'/'NRsf'/'Bsf' Increase defaults by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'B-sf'/'NRsf'/'CCCsf' Sensitivity to Reduced Recoveries: Reduce recoveries by 10%: 'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'/'NRsf'/'BB-sf' Reduce recoveries by 25%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BB+sf'/'B+sf'/'NRsf'/'BB-sf' Reduce recoveries by 50%: 'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'/'NRsf'/'BB-sf' Sensitivity to Increased Defaults and Reduced Recoveries: Increase defaults by 10% and reduce recoveries by 10%: 'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/ 'NRsf'/'NRsf'/'B+sf' Increase defaults by 25% and reduce recoveries by 25%: 'AA-sf'/'Asf'/'BBBsf'/'BBsf'/'B-sf'/ 'NRsf'/'B-sf' Increase defaults by 50% and reduce recoveries by 50%: 'Asf'/'BBB+sf'/'BB+sf'/'Bsf'/'NRsf'/ 'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Sensitivity to Reduced Defaults and Increased Recoveries: Reduce defaults by 10%: 'AAAsf'/'AAsf'/'Asf'/ 'BBBsf'/'BBsf'/'NRsf'/'BBsf' Increase recoveries by 10%: 'AAAsf'/'AAsf'/'Asf'/'BBBsf'/'BBsf'/ 'NRsf'/ 'BBsf' Reduce defaults by 10% and increase recoveries by 10%: 'AAAsf'/'AA+sf'/'Asf'/'BBBsf'/ 'BBsf'/'NRsf'/'BBsf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. TEMPLE QUAY NO. 2: S&P Assigns BB(sf) Rating on Class F-Dfrd Notes ------------------------------------------------------------------ S&P Global Ratings assigned credit ratings to Temple Quay No.2 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, the issuer issued unrated class Z and R notes, and X and Y certificates. This is a static RMBS transaction that securitizes a portfolio of GBP278.9 million first-lien buy-to-let and owner-occupied mortgage loans secured on properties in the U.K. The transaction is a refinancing of Temple Quay No. 1 PLC, which first closed in November 2022. The loans in this portfolio were originated primarily between 2006 and 2008 by multiple originators. Bank of Ireland (UK) PLC is the servicer and the legal titleholder, while The Governor and Company of the Bank of Ireland, U.K. branch is also a legal titleholder. The pool is well-seasoned with a weighted-average seasoning close to 18 years. In S&P's view, more-seasoned performing loans exhibit lower risk profiles than less-seasoned loans. The pool also has a low current indexed loan-to-value ratio of 56.9%. Total arrears in the pool have been stable for the past couple of years at about 45%. Severe arrears (greater than 90 days) were about 35% as of September 2025. 12.4% of the pool comprises reperforming loans. The class A notes benefit from a liquidity reserve fund. Principal can be used to pay senior fees and interest on the rated notes, subject to various conditions. A non-amortizing general reserve fund is available to cover senior expenses, interest, and reduce principal deficiency ledgers on all rated notes. There are no rating constraints in the transaction under its counterparty, operational risk, or structured finance sovereign risk criteria. S&P considers the issuer to be bankruptcy remote. Ratings Class Rating Amount (GBP) A AAA (sf) 189,598,000 B-Dfrd AA+ (sf) 17,236,000 C-Dfrd AA- (sf) 13,259,000 D-Dfrd A- (sf) 10,607,000 E-Dfrd BB+ (sf) 8,618,000 F-Dfrd BB (sf) 2,652,000 Z NR 23,203,000 R NR 5,589,000 X certificates NR N/A Y certificates NR N/A VRR loan note NR 14,251,000 N/A--Not applicable. NR--Not rated. ********* 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. 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