251205.mbx

251205.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 Friday, December 5, 2025, Vol. 26, No. 243 Headlines D E N M A R K WELLTEC INTERNATIONAL: S&P Upgrades ICR to 'BB-' on Lower Leverage F R A N C E LSF10 EDILIANS: S&P Upgrades ICR to 'B+' on Resilient Cash Flow G E O R G I A TBC INSURANCE: Fitch Affirms 'BB' LT IDR, Alters Outlook to Stable I R E L A N D ADAGIO IV: S&P Assigns B- (sf) Rating to Class F-R Notes EURO-GALAXY CLO VII: Moody's Affirms B3 Rating on EUR12MM F Notes MV CREDIT III: Fitch Assigns 'BB-sf' Final Rating to Cl. E-R Notes PENTA CLO 12: S&P Assigns B- (sf) Rating to Class F-R-R Notes I T A L Y YOUNI ITALY 2025-2: S&P Assigns B- (sf) Rating to Class X Notes L A T V I A AIR BALTIC: Fitch Lowers Long-Term IDR to 'CCC+', Outlook Stable N E T H E R L A N D S GREENKO DUTCH: Fitch Lowers Long-Term IDR to 'BB-', Outlook Stable S P A I N ALMIRALL S.A.: S&P Raises ICR to 'BB+' on Deleveraging Refinancing CELSA OPCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable CELSA OPCO: S&P Assigns Preliminary 'B' ICR on Planned Refinancing GC PASTOR HIPOTECARIO 5: Moody's Affirms C Rating on 2 Tranches SANTANDER RESIDENTIAL 1: Moody's Assigns Ba3 Rating to Cl. E Notes TDA CAM 9: Fitch Affirms 'CCsf' Rating on Class D Notes UCI 15: S&P Raises Class C Notes Rating From 'B- (sf)' UCI 16: S&P Raises Class C Notes Rating From 'B- (sf)' UCI 17: S&P Affirms 'D (sf)' Rating on Class D Notes U N I T E D K I N G D O M ARDONAGH GROUP: Moody's Affirms 'B3' CFR, Outlook Remains Stable BIFFA HOLDCO: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable CAPITAL HOSPITALS: S&P Affirms 'BB+' Rating on Senior Secured Debt DUNFORD WOOD: Oury Clark Appointed as Joint Administrators FLAMINGO GROUP: Fitch Hikes Long-Term IDR to 'B', Outlook Stable G & P MECHANICAL: CBA Business Appointed as Administrator GALAXY FINCO: S&P Places 'B' Long-term ICR on CreditWatch Positive GOULDING CONSTRUCTION: FRP Advisory Appointed as Administrators GRAYTON GROUP: KPMG Appointed as Joint Administrators KINGSROCK JOINERY: FRP Advisory Appointed as Joint Administrators MIX-N-LAY CONCRETE: Moorfields Appointed as Joint Administrators PEOPLECERT WISDOM: Fitch Alters Outlook on 'B+' IDR to Negative RATTAN DIRECT: FRP Advisory Appointed as Joint Administrators RELEAF HOLDING: FRP Advisory Appointed as Joint Administrators VISIONS EVENT: Oury Clark Appointed as Joint Administrators X X X X X X X X [] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures - - - - - ============= D E N M A R K ============= WELLTEC INTERNATIONAL: S&P Upgrades ICR to 'BB-' on Lower Leverage ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating on Denmark-based oil and gas services provider Welltec International to 'BB-' from 'B+'. The stable outlook reflects S&P's expectation of solid operational performance and low leverage that result in rating headroom. S&P said, "Despite a challenging market, we expect Welltec's operating performance to remain strong with EBITDA at about $200 million and positive free cash flow over the next two years. Welltec's results have historically been closely linked to oil prices. For example, the company's reported EBITDA fell in 2020 to $87 million from $101 million in 2019 as Brent oil prices collapsed to about $40 per barrel (/bbl). Since then, Welltec has pushed its services as a reliable and cost-effective provider in the industry. It has also developed its product offering, such as with the growth in its Completion segment that the Innowell Solutions acquisition has recently strengthened. This has, in our view, made the company's business model more resilient. In 2024, the company reported an EBITDA of $218 million with Brent oil prices of $80/bbl, while in 2022 with average Brent oil prices of about $101/bbl, it reported an EBITDA of $164 million. We assume that peak oil demand is ahead of us, so the demand for the company's products should remain resilient. Therefore, we now see the average through-the-cycle reported EBITDA at about $200 million. We expect Welltec's reported EBITDA in 2025 to be in line with it despite lower prices of about $70/bbl average year-to-date; the company's first-nine-months 2025 results met our forecast." While it holds a leading position in its niche segment, Welltec's relatively small scale compared with other players remains the key rating constraint. The company has a strong market share of 50%-60% in its niche markets, benefiting from its advanced technologic capabilities. It continues to invest in technology development to keep a lead on more diversified and larger players. Its asset-light model with low capital spendings and advanced services compared to competitors has been providing it with high profitability and more flexibility. Still, compared with rated oil field services companies like Weatherford International PLC (BB/Stable/--) or Halliburton Co. (BBB+/Stable/A-2), which have a more capital-intensive model and a broader service offering, Welltec is lagging in terms of business diversification and scale, with a S&P Global Ratings-adjusted EBITDA of about $210 million in 2024. Our assessment of the company's business position constrains the rating, but we could reassess this if through-the-cycle EBITDA increased substantially. "We view Welltec's shareholders as supportive and expect dividend distribution to remain commensurate with current leverage levels. The company paid its first dividend this year in line with the guided 35% payout ratio. While there is no binding financial policy, we understand both shareholders support the debt reduction Welltec has undertaken. We do not expect exceptional dividends over the forecast years and expect the company to pay dividends in line with the 35% payout ratio, which leads to healthy discretionary cash flows of $30 million-$50 million per year. "With its recent refinancing leading to further gross debt reduction, we see Welltec's leverage remaining below 1.0x in the next year. On Oct. 15, the company repaid its main debt instrument, a bond due in October 2026 with $157 million outstanding, and issued a smaller syndicated loan. From its 2020 peak in S&P Global Ratings-adjusted debt of about $400 million, Welltec has been steadily decreasing its debt through repayments and repurchases. We expect the new syndicated loan to amortize over the next few years and understand that the company's shareholders would like leverage to remain very low. Still, we also consider a more prudent scenario of possible releveraging to $200 million-$250 million of debt, which would still be in line with the rating. "The stable outlook reflects our expectation of solid operational performance and low leverage that result in rating headroom. Under our base-case scenario, assuming a Brent oil price of $60/bbl for the rest of 2025 and for 2026, we expect adjusted EBITDA of $180 million-$200 million in 2025 and 2026 (compared with $210 million in 2024) along with positive adjusted free operating cash flow of $75-100 million. In our base-case scenario, adjusted debt to EBITDA will oscillate near 0.8x-1.0x in 2025-2026, compared with our expectation of below 1.5x through the cycle. We do not anticipate any changes in the ownership structure, which we view as supportive. "At the moment, we see negative pressure on the rating in the coming 12 months as unlikely. However, pressure could result from releveraging together with lower EBITDA, which will result in our adjusted debt to EBITDA staying sustainably above 1.5x through-the-cycle. We understand that Welltec has no ambitions to acquire sizable assets and the shareholders have no appetite for large dividends. "We don't see rating upside during our outlook horizon, as the company's portfolio's depth will be a limiting factor." =========== F R A N C E =========== LSF10 EDILIANS: S&P Upgrades ICR to 'B+' on Resilient Cash Flow --------------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on French clay roof tiles manufacturer LSF10 Edilians Investments S.a.r.l. and its issue rating on Edilians' EUR650 million term loan B (TLB) to 'B+' from 'B'. The recovery rating on the debt remains at '3'. The stable outlook reflects S&P's view that the company's S&P Global Ratings-adjusted leverage will remain comfortably below 5x, and that it will generate robust FOCF of at least EUR35 million. S&P said, "The upgrade reflects our understanding that Lone Star, Edilians' private equity sponsor, is committed to maintaining the company's S&P Global Ratings-adjusted debt to EBITDA below 5.0x. We therefore anticipate that Edilians will finance growth initiatives, acquisitions, and shareholder renumeration with cash balances and internal cash flow without increasing gross debt. Also, Edilians has a track record of maintaining adjusted debt to EBITDA below 5x since 2020, except for 2024 when the ratio was marginally higher following weak demand, particularly in the new residential market, and prolonged merchant destocking that year. In a scenario of a repeated market downturn, which is not our expectation, the company would aim to adjust its costs accordingly, with a view of maintaining rating-commensurate credit metrics. "We project Edilians' sales and EBITDA to gradually strengthen in 2025 and 2026. The company's sales increased by 2.7% year on year in the nine months to Sept. 30, 2025, while reported EBITDA increased by 10.2%. This uptick reflects a resilient renovation market in France, as well as early signs of stabilization in the new housing market, where the decline in transactions and mortgage approvals appear to have bottomed out. At the same time, Edilians' profitability strengthened via improved plant efficiency, lower energy costs, and fixed cost control. We anticipate the company will continue benefitting from the recovering conditions in France and Iberia in 2026, and that the uplift in new residential markets will support sales in its components business. As such, we project Edilians to report sales of about EUR460 million in 2025, increasing to EUR470 million in 2026, and a stable EBITDA margin of 34%-35% in both years. Based on our forecast adjusted EBITDA of EUR157 million-EUR160 million in 2025 and EUR160 million-EUR165 million in 2026, we project Edilians' adjusted debt to EBITDA to remain commensurate with the rating at 4.6x-4.8x in 2025 and 4.5x-4.7x in 2026. "Positive projected free operating cash flow (FOCF) supports the rating. The company has consistently delivered FOCF over the past five years. We now forecast that Edilians' FOCF will be robust at EUR50 million-EUR60 million in 2025 and EUR35 million-EUR45 million in 2026, reflecting management's focus on effective working capital management and controlled capital expenditure (capex) of EUR40 million-EUR45 million. About EUR30 million of the projected capex relates to maintenance and balance to growth initiatives and decarbonization projects, related notably to the second installation of kiln and wagon decarbonization upgrades at the company's Saint-Geours-d'Auribat plant. "The stable outlook reflects our view that Edilians' S&P Global Ratings-adjusted leverage will remain comfortably below 5x, and that it will generate robust annual FOCF of at least EUR35 million." S&P could lower the ratings if: -- The group experienced severe margin pressure or operational issues, leading to much lower FOCF; -- Adjusted debt to EBITDA increased sustainably above 5.0x; or -- Edilians and its sponsor were to follow a more aggressive strategy in terms of acquisitions or shareholder returns, leading to higher gross debt. Although unlikely in the next year, S&P could take a positive rating action if it saw a strong commitment from Lone Star and management to keep Edilians' leverage at or below 4x, while keeping margins and FOCF at current levels. ============= G E O R G I A ============= TBC INSURANCE: Fitch Affirms 'BB' LT IDR, Alters Outlook to Stable ------------------------------------------------------------------ Fitch Ratings has revised Georgia-based TBC Insurance JSC's Outlook to Stable from Negative, while affirming its Insurer Financial Strength (IFS) Rating and Long-Term Issuer Default Rating (IDR) at 'BB'. The revision of the Outlook follows that on Georgia's sovereign Long-Term Foreign-Currency IDR to Stable from Negative (see "Fitch Revises Georgia's Outlook to Stable; Affirms at 'BB'", dated 21 November 2025. The sovereign rating and Outlook affect its assessment of the operating environment where the insurer operates, and the credit quality of its investment portfolio. TBC Insurance's ratings continue to reflect its leading position in the Georgian domestic insurance market, adequate capitalisation, solid financial performance, high investment risk, and moderate reserving risks and reinsurance utilisation. Key Rating Drivers Stable Sovereign Outlook: The improved sovereign outlook supports its view of TBC Insurance's investment and asset risks. Fitch believes the stronger sovereign credit quality will positively feed into the credit quality of local banks and issuers, while the company's investment portfolio remains concentrated in the domestic market via holdings of local bank deposits and bonds of local companies. TBC Insurance's investment portfolio primarily comprises domestic fixed-income instruments with a weighted average rating of 'BB'. Deposits in local banks make up the largest part of investments. Bonds accounted for 22% of total investments at end-2024, with 45% comprising US Treasuries. TBC Insurance has a high concentration of related-party investments, which is reflected in Fitch's assessment of its investment and asset risk. TBC Bank and other group entities accounted for 61% of the company's cash and bank deposits, and 52% of total investments at end-2024. Stable IPOE Outlook: Fitch has revised the outlook for Georgian insurers' industry profile and operating environment (IPOE) to stable from negative. This reflects the removal of the negative adjustment for sovereign risk, following Georgia's Outlook revision to Stable. The sovereign Outlook revision was supported by higher international reserves, reduced external imbalances, and a stable, well-capitalised banking sector. These improvements support more stable business conditions for insurers and reduce risks to the local financial market. Adequate Capital Position: TBC Insurance's capital position, as measured by Fitch's Prism Global model, was 'Adequate' at end-2024 and end-2023. Fitch expects the Prism score to remain supportive of the ratings. TBC Insurance's regulatory solvency margin rose to 279% at end-3Q25 and 218% at end-2024 from 156% at end-2023. The improvement is credit positive, although substantial dividend distributions constrain capital base growth and add volatility to the solvency margin. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A sustained deterioration in capital position, indicated by the Prism score falling below 'Somewhat Weak' - Deterioration of asset quality, for example, due to a downgrade of the sovereign rating Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained improvement in asset quality, combined with maintenance of capital adequacy, demonstrated by a Prism score of 'Adequate' and a regulatory solvency margin with substantial buffers above regulatory requirements ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- TBC Insurance JSC LT IDR BB Affirmed BB LT IFS BB Affirmed BB ============= I R E L A N D ============= ADAGIO IV: S&P Assigns B- (sf) Rating to Class F-R Notes -------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Adagio IV CLO DAC's class X-R, A-R, B-R, C-R, D-R, E-R, F-R notes and class A Loan. At closing, the issuer had EUR54.70 million unrated class S-1 and S-2 subordinated notes outstanding from the existing transaction, and issued an additional EUR201.0 million class S-3 subordinated notes. This transaction is a reset of the already existing transaction that closed in April 2021. The existing notes and loan were fully redeemed with the proceeds from the issuance of the replacement notes and loan. The ratings on the original notes and loan have been withdrawn. The ratings assigned to Adagio IV CLO's reset notes and loan 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 is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,661.06 Default rate dispersion 616.91 Portfolio weighted-average life (years) 4.28 Obligor diversity measure 173.50 Industry diversity measure 23.51 S&P Global Ratings' weighted-average rating factor 1.26 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.34 'AAA' weighted-average recovery (%) 36.07 Portfolio weighted-average spread (%) 3.61 Portfolio weighted-average coupon (%) 3.40 Rating rationale Under the transaction documents, the rated notes and loan will pay quarterly interest unless a frequency switch event (FSE) occurs. Following the FSE, the notes and loan will switch to semiannual payments. The portfolio's reinvestment period will end approximately 4.6 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.55%), and covenanted weighted-average coupon (3.25%). We have considered the actual weighted-average recovery rate at all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "Until the end of the reinvestment period on July 15, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes and loan. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-R to D-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our assigned ratings on these notes. The class X-R and A-R notes and class A-Loan can withstand stresses commensurate with the assigned ratings. "For the class F-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 23.86% (for a portfolio with a weighted-average life of 4.62 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.62 years, which would result in a target default rate of 14.78%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class X-R to E-R-notes and class A-Loan 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 is managed by AXA Investment Managers US Inc. 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. "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, we have not made any specific adjustments in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) X-R AAA (sf) 4.00 3mE + 0.95% N/A A-R AAA (sf) 166.00 3mE + 1.32% 38.00 A Loan AAA (sf) 82.00 3mE + 1.32% 38.00 B-R AA (sf) 44.00 3mE + 2.05% 27.00 C-R A (sf) 23.60 3mE + 2.40% 21.10 D-R BBB- (sf) 28.40 3mE + 3.50% 14.00 E-R BB- (sf) 18.00 3mE + 5.96% 9.50 F-R B- (sf) 12.00 3mE + 8.19% 6.50 S-1 NR 37.10 N/A N/A S-2 NR 17.60 N/A N/A S-3 NR 201.0 N/A N/A *The ratings assigned to the class X-R, A-R, and B-R notes and class A Loan address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to 6mE when a frequency switch event occurs. 3mE--Three-month Euro Interbank Offered Rate. 6mE--Six-month Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. EURO-GALAXY CLO VII: Moody's Affirms B3 Rating on EUR12MM F Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Euro-Galaxy VII CLO DAC: EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due 2035, Upgraded to Aa1 (sf); previously on May 20, 2021 Assigned Aa2 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2035, Upgraded to Aa1 (sf); previously on May 20, 2021 Assigned Aa2 (sf) EUR25,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2035, Upgraded to A1 (sf); previously on May 20, 2021 Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2035, Affirmed Aaa (sf); previously on May 20, 2021 Assigned Aaa (sf) EUR29,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed Baa3 (sf); previously on May 20, 2021 Assigned Baa3 (sf) EUR20,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed Ba3 (sf); previously on May 20, 2021 Assigned Ba3 (sf) EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed B3 (sf); previously on May 20, 2021 Assigned B3 (sf) Euro-Galaxy VII CLO DAC, originally issued in April 2019 and refinanced in May 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured/mezzanine European loans. The portfolio is managed by PineBridge Investments Europe Limited ("PineBridge"). The transaction's reinvestment period will end in January 2026. RATINGS RATIONALE The rating upgrades on the Class B-1, B-2 and C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in January 2026. The affirmations on the ratings on the Class A, D, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's use in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR393,509,729 Defaulted Securities: EUR9,386,340 Diversity Score: 62 Weighted Average Rating Factor (WARF): 2938 Weighted Average Life (WAL): 4.36 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.73% Weighted Average Coupon (WAC): 4.86% Weighted Average Recovery Rate (WARR): 43.84% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectation of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporate these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in January 2026, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assume have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. MV CREDIT III: Fitch Assigns 'BB-sf' Final Rating to Cl. E-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned MV Credit Euro CLO III DAC's refinancing notes final ratings and affirmed its existing class F notes, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- MV Credit Euro CLO III DAC A XS2706260416 LT PIFsf Paid In Full AAAsf A-R XS3233494288 LT AAAsf New Rating B-1 XS2706278384 LT PIFsf Paid In Full AAsf B-1-R XS3233494445 LT AAsf New Rating B-2 XS2706276925 LT PIFsf Paid In Full AAsf B-2-R XS3233494791 LT AAsf New Rating C XS2706277063 LT PIFsf Paid In Full Asf C-R XS3233494957 LT Asf New Rating D XS2706277220 LT PIFsf Paid In Full BBB-sf D-R XS3233495178 LT BBB-sf New Rating E XS2706277493 LT PIFsf Paid In Full BB-sf E-R XS3233495335 LT BB-sf New Rating F XS2706277576 LT B-sf Affirmed B-sf Transaction Summary MV Credit Euro CLO III DAC is a securitisation of mainly senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans, and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the class F and the subordinated notes, and fund the existing portfolio that is actively managed by Trinitas Capital Management LLC. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 26. High Recovery Expectations (Positive): At least 92.5% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 60.9%. Diversified Portfolio (Positive): The transaction has two Fitch test matrices effective at closing. The matrices correspond to a top 10 obligors' concentration limit of 20% and fixed-rate obligation limits at 5% and 10%. The transaction also includes various other concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an a 2.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio and matrix is in line with the WAL covenant of six years, which according to Fitch's criteria is already a floor with no further reduction, despite the strict reinvestment conditions envisaged by the transaction after its reinvestment period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean rating default rate (RDR) and a 25% decrease of the rating recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R notes, would lead to downgrades of one notch on the class D-R notes, two notches each on the class B-R, C-R and E-R notes and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B-R and C-R notes each have a rating cushion of one notch, the class D-R, E-R and F notes each have a cushion of two notches, while the class A-R notes have no rating cushion as they are at the highest rating category. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches each for the class B-R and C-R notes, three notches for the class A-R notes, two notches for the class D-R notes, and to below 'B-sf' for the class E-R and the class F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would result in upgrades of no more than three notches each across the structure, apart from 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, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for MV Credit Euro CLO III 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. PENTA CLO 12: S&P Assigns B- (sf) Rating to Class F-R-R Notes ------------------------------------------------------------- S&P Global Ratings assigned credit ratings to Penta CLO 12 DAC's class A-R-R Loan and class X-R-R, A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. At closing, the issuer has unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction that closed in November 2022 and was reset in May 2024. The existing classes of notes and loan were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The transaction has a 1.5-year noncall period and the portfolio's reinvestment period ends 4.44 years after closing. 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 ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which is in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings weighted-average rating factor 2,793.11 Default rate dispersion 474.80 Weighted-average life (years) 4.49 Obligor diversity measure 131.47 Industry diversity measure 20.36 Regional diversity measure 1.20 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0 Number of performing obligors 161 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.86 'AAA' target portfolio weighted-average recovery (%) 36.12 Target weighted-average spread (net of floors, %) 3.64 Target weighted-average coupon (%) 4.61 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled the EUR400 million par amount, the covenanted weighted-average spread of 3.52%, the covenanted weighted-average coupon of 4.50 %, and the target weighted-average recovery rates. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on May 9, 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 loan and notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "Following the application of our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to D-R-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our ratings on the notes. The class A-R-R Loan and class X-R-R, A-R-R, E-R-R, and F-R-R notes could withstand stresses commensurate with the assigned ratings. "For the class F-R-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. "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-R Loan and X-R-R to E-R-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R-R notes." 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. 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." Penta CLO 12 DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Partners Group CLO Advisers LP manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X-R-R AAA (sf) 2.00 N/A Three/six-month EURIBOR plus 0.85% A-R-R AAA (sf) 196.50 38.00 Three/six-month EURIBOR plus 1.28% A-R-R-Loan AAA (sf) 51.50 38.00 Three/six-month EURIBOR plus 1.28% B-R-R AA (sf) 42.60 27.35 Three/six-month EURIBOR plus 1.95% C-R-R A (sf) 24.20 21.30 Three/six-month EURIBOR plus 2.10% D-R-R BBB- (sf) 28.20 14.25 Three/six-month EURIBOR plus 3.05% E-R-R BB- (sf) 20.00 9.25 Three/six-month EURIBOR plus 5.40% F-R-R B- (sf) 11.00 6.50 Three/six-month EURIBOR plus 8.50% Z NR 5.00 N/A N/A Sub NR 36.25 N/A N/A *The ratings assigned to the class A-R-R loan and class X-R-R, A-R-R, and B-R-R notes address timely interest and ultimate principal payments. S&P's ratings on the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub--Subordinated notes. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= YOUNI ITALY 2025-2: S&P Assigns B- (sf) Rating to Class X Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Youni Italy 2025-2 S.r.l.'s class A and B-Dfrd to E-Dfrd notes and class X notes. At closing, the issuer also issued unrated class F and R notes. This is Younited, Italian branch's (Younited) third public consumer loan transaction. The underlying collateral comprises Italian consumer loan receivables which Younited granted to its private customers. The loans do not feature balloon payments. As of the cutoff date, the pool comprised 28,071 loans, with a total current principal balance of EUR198.4 million. This pool includes the 5% share that will be retained by the originator for regulatory purposes. The loans retained by the originator were selected randomly. The entire portfolio comprises consumer loans. All the loans have a French amortization plan with no balloon payments. The borrowers are all private individuals. The transaction is static, and the notes amortize from the first payment date. The transaction has separate interest and principal waterfalls. The interest waterfall features a principal deficiency ledger (PDL) mechanism, by which the issuer can use excess spread to cure defaults. The class A to F notes are backed by the collateral. The class X notes are excess spread notes. They are repaid through the interest waterfall as long as there is available excess spread. The reserve provides liquidity support to all the rated notes. The issuer can use principal proceeds to cure interest shortfalls on the most senior class. The rated notes amortize pro rata, unless a sequential amortization event occurs. The transaction will then switch permanently to sequential amortization. The assets pay a monthly fixed interest rate, and the rated notes will pay one-month Euro Interbank Offered Rate (EURIBOR) plus a margin subject to a floor of zero. The rated notes benefit from an interest rate swap which, in S&P's opinion, mitigates the risk of potential interest rate mismatches between the fixed-rate assets and floating-rate liabilities. S&P said, "Our rating on the class A notes addresses the timely payment of interest. Our ratings on the other tranches address the ultimate payment of interest until each class becomes the most senior outstanding, and timely payment of interest thereafter. For all the rated notes, our ratings address the ultimate payment of principal by legal final maturity. "The class X notes are more sensitive to our prepayment assumptions, given their reliance on available excess spread. Our credit and cash flow analysis indicate that these notes are not able to withstand all our stresses at the 'B' rating level. We believe their repayment does not depend on favorable conditions, given that the issuer would be able to meet its obligations under these tranches in a steady state scenario. We therefore assigned our preliminary 'B- (sf)' rating to these notes in line with our criteria. "The class A notes have sufficient credit enhancement to withstand our stresses at the 'AA' level. Our structured finance sovereign risk criteria constrain our rating on this class at 'AA+ (sf)', six notches above our long-term unsolicited sovereign credit rating on Italy (BBB+). "The final documentation and the presented remedy provisions at closing adequately mitigated counterparty risk in line with our counterparty criteria. Our operational risk criteria do not cap our ratings in this transaction. The final documentation adequately mitigate legal risk in line with our legal criteria." Ratings Amount Class Rating* (mil. EUR) Class size (%) A AA (sf) 159.72 80.50 B-Dfrd A (sf) 11.90 6.00 C-Dfrd BBB (sf) 9.92 5.00 D-Dfrd BB (sf) 8.93 4.50 E-Dfrd BB- (sf) 5.95 3.00 F NR 1.98 1.0 X B- (sf) 4.96 2.50 R NR 0.10 0.0 *S&P's rating on the class A notes addresses the timely payment of interest and ultimate payment of principal, while its ratings on the other classes address the ultimate payment of interest until they become the most senior class of notes, and timely payment of interest afterward. Payment of principal is no later than the legal final maturity date. NR--Not rated. =========== L A T V I A =========== AIR BALTIC: Fitch Lowers Long-Term IDR to 'CCC+', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded Air Baltic Corporation AS's (airBaltic) Long-Term Issuer Default Rating (IDR) to 'CCC+' from 'B-'. The Outlook is Stable. Fitch has also downgraded airBaltic's senior secured long-term rating on EUR380 million bonds to 'B-' from 'B'. The Recovery Rate is 'RR3'. The downgrade reflects higher-than-expected leverage and weaker financial flexibility, resulting in significant external funding needs over the next 12 months. It also reflects uncertainty about the timing and proceeds related to a planned IPO, which is critical for airBaltic's expansion. The company's 2025 operating performance has been weaker than its expectations due to higher operating costs and low profitability, which contributed to heavily negative free cash flow (FCF) and limited liquidity. The IDR reflects airBaltic's weak financial profile, due to high lease debt used to fund fleet growth. Rating strengths are its leading position in the Baltic region, new-generation and fuel-efficient fleet and business diversification through the wet leasing of aircraft to larger EMEA carriers. Key Rating Drivers Updated Forecasts on Weaker Results: Weaker-than-expected financial results in 9M25 strained the company's liquidity. Its updated forecast for 2025 EBITDAR is about EUR140 million (in line with management guidance after adjusting for short-term lease costs), about EUR40 million below the previous forecast, mainly reflecting higher operating costs. Fitch also revised the 2026 EBITDAR forecast to about EUR190 million from about EUR270 million, primarily reflecting higher-than-expected unit costs and slower unit revenue growth. Higher unit costs are driven by inflationary pressures, particularly higher salaries, maintenance and air traffic control charges, and increasing costs for emissions regulations. Tight Liquidity: Fitch forecasts cumulative EBITDAR for 2025-2026 to be about EUR120 million lower than its previous projection, which contributes materially to an external funding requirement of EUR150 million-200 million until end-2026. Fitch expects management to shrink negative FCF in 2026 through a repeat of some of the measures undertaken in 2025, such as working-capital management, capex deferral and sale and leaseback of owned assets. Fitch expects airBaltic to meet its bond covenant requiring a minimum cash balance of EUR25 million at end-2025 through cash management measures; however, liquidity will remain very tight in 2026 in the absence of a large equity injection. Strategy Challenging to Achieve: Fitch believes airBaltic needs a large equity injection in 2026 to achieve a sustainable capital structure consistent with the company's capex and growth plans. Fitch also believes a successful public IPO is contingent on the company improving its financial performance, which increases execution risk, as reflected in the current IDR. Fitch believes airBaltic may also attract interest from industrial companies. In 2025 airBaltic received an equity injection of EUR28 million, evenly split between Deutsche Lufthansa AG (BBB-/Stable) and the government of Latvia (A-/Stable). Unsustainable Leverage: Fitch forecasts EBITDAR leverage to increase to 9.9x in 2025, from 8.4x in 2024, which is much higher than its expectation in May of 8.1x, as weaker-than-forecast profitability offsets lower-than-projected net adjusted debt. Fitch forecasts leverage will improve to slightly above 7.0x in 2026, while EBITDAR fixed charge cover for 2025 is likely to decline to 0.7x (from 0.9x for 2024) before improving to 1.0x in 2026. Its assumptions consider an equity injection of about EUR180 million in 2026, subject to major execution risk. Declining Risks from P&W Engine: airBaltic's A-220 aircraft are exposed to Pratt & Whitney's (P&W) geared turbofan engine issue, which resulted in 11 aircraft being grounded on average in 2025 (20% of the fleet). The compensation expected from P&W is not enough to cover wet lease and engine lease costs, driving worse-than-expected EBITDAR in 2025. Fitch expects a decline in grounded aircraft in 2026, which should reduce the wet lease costs and have a positive impact on operations and profitability. Fitch also expects Latvia's GDP to grow at around 2% on average in 2026-2027, from 1.1% in 2025 and 0% in 2024, which could translate into slightly better demand. Strong Market Position: airBaltic is the market leader in the Baltic states, particularly Latvia, covering more than half the market out of Riga. It provides essential connectivity to and from Latvia through its hub-and-spoke model, which is supported by strong airline partnerships through 25 code share and 40 interline agreements with European and global network carriers. The company also benefits from a fleet of 49 A220-300 aircraft that is highly fuel-efficient and has proved to be an attractive asset for the company's ACMI (aircraft, crew, maintenance, and insurance) out operations. Regional Competition Easing: airBaltic faces stiff competition from low-cost carriers in the region, which has historically weighed on its profitability. In 2025 Ryanair Holdings plc (BBB+/Positive) has cut part of its capacity in European countries where airport charges have increased, including Latvia, Estonia, and Lithuania. Fitch expects this to ease the pressure on yields, with a positive impact on airBaltic's profitability. Moderate State Linkages: Fitch views support from the government of Latvia, which owns 88.4% of the airline, as 'Strong' for responsibility-to-support factors, but 'Not Strong Enough' under incentive-to-support factors. The state continues to see airBaltic as a strategic asset, due primarily to the connectivity it provides. However, the planned IPO will reduce the government's ownership, and the EU state aid rules make it difficult to provide further equity-like support to the company, in its view. Fitch does not expect contagion risk for Latvia from an airBaltic default. As a result, Fitch does not incorporate in the IDR any uplift from airBaltic's Standalone Credit Profile of 'ccc+'. Peer Analysis airBaltic has the business profile of a small network carrier, which, together with its liquidity issues and high leverage, places it in the 'ccc' category. Comparable rated peers include JetBlue Airways Corporation (B-/Negative), while rated European network airlines generally have lower leverage. Fitch expects JetBlue's adjusted debt/EBITDA to remain above 10x through 2026, which is weak for a 'B-' rating. However, the rating is supported by liquidity and unencumbered assets. By contrast, airBaltic has much weaker liquidity and does not have unencumbered assets. Fitch’s Key Rating-Case Assumptions - Fleet growth to 68 on average in 2029 from 50 in 2025 - ACMI revenues in line with management plan in 2025-2026 - Some recovery in yields in 2025-2026 and minor increases in 2027-2029 - Growth in own network available seat kilometres of about 2% in 2025, and 9% on average each year in 2026-2029 - Total capex of about EUR618 million in 2025-2029 - No dividends - Equity injection of EUR180 million in 2026 Recovery Analysis Key Recovery Rating Assumptions The recovery analysis assumes airBaltic would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. The airline's GC EBITDA assumption of EUR50 million is based on an about 30% haircut to the average EBITDA expected in 2026-2027, as Fitch views 2025 as an exceptionally weak year and expect improvement in profitability from 2026. Fitch applies an enterprise value multiple of 4.5x EBITDA to the GC EBITDA to calculate a post-reorganisation enterprise value. This is the standard multiple used for EMEA airlines. Its waterfall analysis, after deducting 10% for administrative claims, generated a ranked recovery in the 'RR3' band, indicating a 'B-' instrument rating for the senior secured bond. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Lack of deleveraging and increasing pressure on liquidity - Lack of external funding to support growth strategy - Increased competition or deterioration in the underlying business profile Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement in EBITDAR leverage to below 6x and EBITDAR fixed-charge coverage above 1x, both on a sustained basis - Large equity injection consistent with the growth strategy - Substantial improvement of liquidity, supported by more profitable operations Liquidity and Debt Structure At end-3Q25, airBaltic had total cash (including the bond service reserve account) of EUR27.8 million, meeting a covenant requiring minimum liquidity of EUR25 million under the bond documentation. Fitch expects a net cash outflow of about EUR2.2 million in 4Q25, which will allow the company to meet its covenant at end-2025. The company is taking measures to sustain its liquidity, but these are not sustainable over the long term. Fitch expects negative FCF in 2026 of about EUR140 million (including capex for EUR120 million), before any external funding. The current bond will mature in 2029. Issuer Profile airBaltic, founded in 1995, is the airline operating in Baltic region, with hubs in Riga, Tallinn and Vilnius and market shares of 59%, 32% and 15%, respectively. 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 ----------- ------ -------- ----- Air Baltic Corporation AS LT IDR CCC+ Downgrade B- senior secured LT B- Downgrade RR3 B ===================== N E T H E R L A N D S ===================== GREENKO DUTCH: Fitch Lowers Long-Term IDR to 'BB-', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has downgraded India-based Greenko Energy Holdings' (Greenko) Long-Term Foreign-Currency Issuer Default Rating (IDR) to 'BB-' from 'BB'. The Outlook is Stable. The agency has also downgraded the ratings on the senior notes issued by its subsidiaries, Greenko Dutch B.V, Greenko Power II Limited and Greenko Wind Projects (Mauritius) Ltd, to 'BB-' from 'BB'. The notes are unconditionally and irrevocably guaranteed by Greenko. The downgrade is driven by continued delays in both the restoration of its Teesta III hydro project as well as the operational start of the 480MW capacity of its first pumped hydro storage (PSP) project. Fitch believes these delays from Greenko's earlier targets reflect the lack of adequate risk assessment, resulting in weaker financial metrics that are more aligned with a 'BB-' rating. Greenko's 'BB-' IDR continues to reflect its above-average funding access, which Fitch attributes to the significant influence and funding support from key shareholder GIC, Singapore's sovereign wealth fund. Therefore, a material reduction in GIC's influence or shareholding could lead to rating pressure on Greenko. Key Rating Drivers Weaker Project Execution, Risk Management: Greenko now expects Teesta's site restoration and resumption of partial operations to 60% capacity to be delayed to 1Q26 from its earlier expectation of November 2025. The delay was mostly caused by floods in the region, restricting site access. It expects the 480MW capacity out of a total 1.68GW in its first PSP in Andhra Pradesh (AP) state to commence operations by end-2025, pushed back from mid-2025, due to delays in the completion of a transmission line. The delays in transmission connectivity have held up the start of long-term power storage contracts with buyers. Greenko is selling the balance power storage capacity of 1.2GW through short-term bilateral contracts and power exchanges. Some parts of the delay are beyond the company's control, considering the dependency on third parties, especially for such a large and first-of-its-kind project like the AP PSP. However, material postponements from earlier targets reflect the lack of adequate risk assessment. Weaker Financial Metrics Sustained: Weaker cash flow due to the project execution delays will lead to low Fitch-forecast EBITDA net interest cover of 0.9x in the financial year ending March 2026 (FY26) (FY25: 0.8x). Fitch expects interest cover to improve to 1.4x by FY27, subject to the planned partial commissioning of 60% of Teesta's total capacity, the AP PSP and the associated 1.5GW solar project. Fitch expects Greenko's EBITDA net leverage to remain high at above 12x in FY26 before falling to below 8x by FY27 (FY25: 13.4x) as the projects are commissioned. High Committed Capex: Fitch expects Greenko's capex to remain high at around USD1.2 billion a year from FY26 to FY27 (FY25: USD1.0 billion). Capex in FY26 to FY27 will be largely on under- construction PSPs in the states of Madhya Pradesh and Karnataka, as a large part of capex for a Rajasthan project has been pushed to beyond FY27. Fitch expects the Madhya Pradesh PSP project to be completed by end-2026, the Karnataka project in FY28 and Rajasthan's in FY30. Cash Flow Predictability to Improve: Fitch expects higher contribution from availability-based PSPs over the longer term to reduce Greenko's exposure to wind and solar power generation, which are affected by seasonal and climatic patterns. Fitch estimates PSPs will account for about 16% of FY26 EBITDA and 46% of FY28 EBITDA while the EBITDA from wind assets will fall to below 20% by FY28 (FY26: 42%). Greenko's wind project plant load factor (PLF) dropped to 21.7% in FY25 (FY24: 23.8%) as weak wind affected projects across India. Support from GIC: Greenko's rating benefits from financial support and strategic oversight from 58% owner GIC, which holds four out of 13 board seats. GIC approves investment plans, oversees operations and manages risks. Greenko's capex and investment plans, including for the under-construction PSPs, are backed by the shareholder's commitment to inject equity to fund 25% of the costs. Consolidated Credit Assessment: Fitch views Greenko group as a consolidated entity due to fungibility of cash within the group. The US dollar note indentures of the issuing entities in the group restrict cash outflow if it increases leverage or reduces the restricted groups' (RGs) debt-servicing capability beyond covenant levels. However, debt-free unrestricted assets can be transferred to RGs in exchange for cash, allowing Greenko to access RG-level cash. This mitigates the holding company's cash flow subordination. Foreign-Exchange Risk Largely Hedged: Foreign-exchange risk arises because the earnings of Greenko's assets are in rupees, while the notes are denominated in US dollars. However, the group's policy requires Greenko to hedge substantially the principal of its US dollar notes over the tenor of the bonds. The coupons are usually hedged until the no-call period ends and are then rolled over, based on market dynamics. Peer Analysis Fitch views ReNew Energy Global Plc (REGP, BB-/Stable) and Continuum Green Energy Holdings Limited (CGEHL, B+/Stable) as Greenko's close peers. REGP, like Greenko, is one of India's leading renewable power producers, with a focus on renewable energy. However, REGP's operating capacity has increased above Greenko's in recent years, as Greenko is focusing on PSP projects, which have a longer gestation period than wind and solar power generation projects. REGP's business profile is stronger than Greenko's, in its view, due to lower resource and execution risks. REGP has higher exposure of 53% to solar-based projects while Greenko has 28% in solar and 14% in hydro. Higher execution risk in Greenko's key projects will lead to weaker financial metrics than REGP in the next 18-24 months. However, Greenko has better financial access due to strong support from GIC, which has enabled the company to access fresh equity for its investments and acquisitions, and cash generated from operations to manage leverage. Consequently, both issuers are rated at the same level. CGEHL's counterparty risk is lower than Greenko's, with around 80% of capacity contracted to commercial and industrial customers with timely payments. However, Greenko is much larger in operating scale, which together with its stronger financial access, is reflected in CGEHL's one-notch lower rating than Greenko, despite Greenko's higher leverage. Fitch’s Key Rating-Case Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer: - PLFs and EBITDA margins of operating wind, solar and hydro assets to remain in line with the historical average - Tariffs in line with power purchase agreements - Capex, mainly on PSPs, to remain high at around USD1.2 billion a year from FY26 to FY27 (FY25: USD1.0 billion) - AP PSP and associated 1.5GW solar project to start commercial operations of entire 1.7 GW capacity from January 2026 - Teesta to restart operations by April 2026 at 60% of operating capacity before reaching 100% from FY29 - Cash accruals from operations to be used to deleverage, with growth capex financed by external funds, supported by equity injections of around USD680 million in total over FY26 to FY28 - Company to receive USD400 million from Teesta insurance claims and receivables from FY26 to FY28 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA/net interest expense sustained below 1.3x (FY26 estimate: 0.9x) - Significant adverse developments related to Teesta acquisition and/or storage projects, which may include higher construction costs or changes diluting the economics of the investments - Any material reduction in GIC's ownership or influence that affects Greenko's business risk profile, including its funding access - Failure to mitigate foreign-exchange risk adequately Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage below 6.0x on a sustained basis, provided there is no significant increase in Greenko's business risks Liquidity and Debt Structure Greenko had a readily available cash balance of USD859 million at FYE25, against current debt maturities of USD1.3 billion, including USD826 million in notes issued by Greenko Dutch B.V. maturing in March 2026. Fitch expects Greenko to refinance its maturities in a timely manner. Fitch expects Greenko to generate negative free cash flow in the medium term due to its high capex and investments, which will be funded by a mix of additional debt and equity. However, the company benefits from committed equity investments and strong funding access, supported by its strong shareholders. Issuer Profile Greenko is one of India's leading renewable energy companies, with an operating capacity of 5.5GW that is diversified by wind (58%), solar (28%), hydro and other (14%) assets across 14 states. Greenko is developing PSPs with a total capacity of around 7GW across four states in India and 1.5GW in solar project assets. It is also in the process of restoring a 1.2GW hydro project. 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 Prior ----------- ------ ----- Greenko Energy Holdings LT IDR BB- Downgrade BB Greenko Wind Projects (Mauritius) Ltd senior unsecured LT BB- Downgrade BB Greenko Dutch B.V senior unsecured LT BB- Downgrade BB Greenko Power II Limited senior unsecured LT BB- Downgrade BB ========= S P A I N ========= ALMIRALL S.A.: S&P Raises ICR to 'BB+' on Deleveraging Refinancing ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating on Almirall S.A. to 'BB+' from 'BB' and its issue rating on the unsecured debt to 'BB+' from 'BB'. S&P's '3' recovery rating on the debt is unchanged, indicating its expectation of meaningful recovery prospects (rounded estimate: 65%) in the event of payment default. At the same time, S&P assigned its 'BB+' issue rating to the new SUNs maturing in 2031. The stable outlook reflects S&P's expectations that Almirall's operating performance will remain resilient over the forecast period and that the company will maintain a prudent financial policy. Almirall's proposed refinancing of the senior unsecured notes is expected to reduce leverage, with pro-forma adjusted debt to EBITDA of about 1.8x post-closing. Almirall is looking to issue new 5.5-year EUR250 million senior unsecured notes to refinance the existing EUR300 million senior unsecured notes due September 2026 and cover transaction costs of about EUR5 million. Sources of funds include EUR55 million of cash from the balance sheet, meaning that post-closing adjusted leverage--based on last-12-month EBITDA as of September-end 2025--will be about 1.8x, and net leverage as adjusted by the company at about 0.0x, reflecting Almirall's sizable cash position. In keeping with its analysis for most financial sponsor-owned companies, S&P does not net out debt with cash in its debt calculations, which also includes about EUR50 million financial leases and a net pension deficit of about EUR50 million. The company is set to outperform S&P's sales and EBITDA base case for 2025, based on the strong results for the first nine months. During the first nine months of 2025, net sales rose 12.8%, underpinned by continuing momentum of the European dermatology franchise stemming from strong commercial execution as well as Almirall's favorable position to capture secular trends for biologic dermatology treatments, namely higher prevalence due to consumers' changing lifestyles (stress, sleep, sun exposure, diets) and higher awareness from physicians driving increasing adoption of advanced therapies. This largely offsets declining sales outside of Europe due to Almirall's strategic re-orientation. The performance was mainly driven by its two main drugs. First, Ilumetri is expected to reach about EUR230 million sales in 2025, as Anti-IL-23 treatments are increasingly prescribed for moderate-to-severe psoriasis. Secondly, Ebglyss' sales growth accelerated, driven by its roll-out in additional countries--being now present in 16--and should close the year with sales above EUR100 million, as the atopic dermatitis market for biologics continues to expand. Almirall's reported EBITDA margin improved to 22%, from 19.5% during the same period in 2024, primarily driven by operating leverage more than offsetting higher research and development (R&D) supporting early- and mid-stage clinical trials, as well as increasing selling, general, and administrative (SG&A) expenses behind the salesforce to support the expansion of its core drugs, notably Ebglyss. In S&P's view, Almirall will reach net sales of about EUR1.1 billion in 2025 and adjusted EBITDA of EUR220 million-EUR225 million, implying a 100–150 basis-point margin uplift versus last year. S&P said, "We see debt to EBITDA further reducing to 1.5x in 2026 while FOCF will robustly improve as strong portfolio investments start phasing out. Under our base case for 2026, we see sales increasing by about 10%, as the observed trend in 2025 continues supporting strong growth for Ebglyss and Ilumetri, and to a lesser extent Wynzora and Klisyri. Almirall's gross margin will remain stable as the accretive impact from Ebglyss growth is offset by ongoing royalty pressure linked to Ilumetri continuing to achieve more sales, as well as broad-based reimbursement and pricing pressures in Europe amid budget constraints. That said, we project the S&P Global Ratings-adjusted EBITDA margin will continue to expand to about 21.5%, from about 20% in 2025, as operating leverage more than offsets ongoing investments behind R&D and SG&A, leading to adjusted EBITDA expanding to EUR260 million-EUR270 million in 2026." This should lead to FOCF significantly improving to about EUR80 million, from about EUR30 million in 2025, supported by phasing out of investments behind Ilumetri and Ebglyss. Almirall's dermatology franchise is well positioned to continue growing, supported by favorable structural trends in both psoriasis and atopic dermatitis. Rising disease prevalence and higher diagnosis and referral rates are expanding the pool of patients eligible for systemic therapy. Within this group, biologics continue to gain penetration due to materially better efficacy, superior long-term safety compared with traditional immunosuppressants, and lower monitoring burdens. In psoriasis, the standard of care has shifted decisively toward IL-23 and IL-17 inhibitors, with IL-23 agents increasingly preferred for their combination of strong efficacy, favorable safety, and infrequent dosing. Ilumetri, as part of the IL-23 class, benefits from this structural shift: it offers durable responses and one of the lowest injection burdens (one dose every 12 weeks). Although peak efficacy is marginally lower than that of the leading IL-23 agents, Ilumetri maintains a competitive position in Europe through a balanced profile of convenience, safety, and pricing, particularly in tender-driven markets. In atopic dermatitis, biologic penetration remains low relative to the large diagnosed population, creating meaningful headroom as payers gradually expand access beyond the most severe cases. The IL-4/13 and IL-13 pathways are becoming the preferred biologic mechanisms given their more targeted action and better safety versus JAK inhibitors. Ebglyss is well placed as an IL-13 inhibitor within this trend thanks to similar efficacy to the key competitor treatments, dupilumab and tralokinumab, while its monthly dosing provides a convenience advantage. Although commercial execution is key given dupilumab's entrenched position, increased biologic adoption and differentiation on dosing and tolerability should support steady volume and share growth for Ebglyss. As near-term growth is secured by its current portfolio, Almirall is focused on filling its early-to-mid-stage pipeline by progressing existing molecules while seeking additional licensing opportunities. S&P sees short-term growth secured by the continued scale-up of Almirall's psoriasis and atopic dermatitis portfolio, which remains on track to reach the above EUR800 million goal in combined sales by 2030, supported by a steady expansion of Ilumetri in Europe and Ebglyss. This trajectory reflects the company's successful strategic shift undertaken a few years ago toward late-stage dermatology in-licensing with near-term commercialization potential. Almirall is now concentrating on advancing its early-to-mid-stage pipeline to secure mid-to-long-term growth and mitigate long-term loss of exclusivity risk, prioritizing research collaborations in preclinical and early development where it typically supports R&D and retains in-licensing options, while focusing on commercialization potential for later-stage assets. The pipeline currently progresses through key programs such as Anti-IL-1RAP mAb in phase 2 for hidradenitis suppurativa, IL-2muFc preparing for phase 2 in alopecia areata, ZKN-013 in phase 1, and Anti-IL-21 mAb for inflammatory skin disease. S&P expects continued pursuit of early-stage opportunities over the forecast period, which offer upside but carry elevated development risk, alongside increased use of early-stage in- and out-licensing to share R&D costs and co-develop potential assets. Near-term exposure to loss of exclusivity remains limited. S&P said, "The stable outlook reflects our expectation that Almirall's operating performance post-closing of the refinancing will remain resilient over the forecast period, with the European dermatology business driving revenue and EBITDA growth supported by favorable secular trends for its biologic dermatology treatments. This should lead to adjusted debt to EBITDA comfortably below 2x and growing FOCF over 2025-2026. "We could take a negative rating action if Almirall's operating performance materially deviates from our base case such that adjusted debt to EBITDA rises above 2.0x without signs of rapid deleveraging. This could mainly stem from unexpectedly deteriorating pricing and reimbursement conditions in key markets, loss of market share to alternative treatments from competitors, or failure to renew key in-license agreements. We could also lower the rating if the company undertakes a more aggressive-than-expected financial policy leading to unexpectedly sizable debt-financed investments. "We could take a positive rating action if Almirall's competitive position within dermatology pharma materially strengthens as it achieves greater scale and product diversification. This could occur through a combination of continued expansion of its core European biologics dermatology franchise combined with a successful expansion into adjacent treatments or indications as it progresses with its late-stage pipeline or signs new in-licensing agreements. A higher rating will also hinge on FOCF to debt growing and remaining comfortably above 25%, as well as a track record of adjusted leverage remaining sustainably below 2x, with a strong commitment from management to maintain this level." CELSA OPCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned Celsa Opco, S.A.U. an expected Long-Term Issuer Default Rating (IDR) of BB-(EXP) and expected senior secured rating of 'BB(EXP)' for its planned EUR1.2 billion senior secured notes issuance. The Outlook on the Long-term IDR is Stable. The Recovery Rating is 'RR3'. Final ratings will be assigned once the company completes the refinancing with terms and conditions substantially aligned with the information provided. Celsa's rating reflects its vertically integrated business model for long-products including scrap recycling and some downstream processing; a very low carbon production footprint that will benefit from tighter European environmental legislation and steel safeguards; concentrated exposure to construction (85%-90%) and automotive (below 10%); and strong market positions in local markets. Fitch expects EBITDA gross leverage to fall from 5x at end-2025 to about 3.2x at end-2027. Pre-dividend FCF should rise towards EUR150 million by end-2027 due to limited capex needs to support existing operations. Key Rating Drivers Strong Local Market Positions: Celsa is a leading European integrated long-steel producer with output of about 4.5 million tonnes in 2025 (7.3 million tonnes of capacity). Across rebar, merchant bar, sections and (high-grade) wire rod, it holds top-three positions in local markets near its facilities (with market shares of about 25%-35%), as logistics costs are material in the commoditized longs market. The company is mostly exposed to cyclical end-markets, with about 85%-90% of sales to residential (particularly Spain) and infrastructure construction (particularly Poland) and less than 10% to the automotive sector. Celsa benefits from partial vertical integration, as about 35% of scrap comes from its own scrap yards in Spain and Poland, and around 20% of sales comes from downstream businesses like mesh production and wire drawing. This supports incremental margin capture (usually taken by third-party intermediaries) and closer relationships, and reduces reliance on distributors. EU Moves to Protect Steel Market: Amid weak European demand, a supply glut from China and rising trade barriers in the U.S. and elsewhere, the European Commission announced in October 2025 its plan to tighten steel-sector safeguards in 2026. The proposals include cutting tariff-free import quotas by 47%, raising tariffs to 50% from 25%, and implementing origin‑traceability procedures. Further consultations will refine the regulations, with potential carve-outs or adjustments. The measures are scheduled for mid-2026 and likely to lift steel prices and earnings in the common market. Improving Market Fundamentals: Profitability for steel producers in Europe fell in 2024. Fitch expects fixed investment growth to average 1.8% in 2025-2027, up from -2.0% in 2024 (per Fitch's Global Economic Outlook, September 2025). This includes a modest recovery in construction and government infrastructure spending to support growth. The anticipated reduction in tariff-free import quotas from 2026 is likely to shift around 1.5 million tonnes of production in rebar, wire rod, merchant bar and sections to European steelmakers, versus 2024 production of 44.5 million tonnes (Eurofer), relevant to Celsa's product portfolio. Mid-Cycle Earnings Rising: The company is executing a value-creation plan to optimise its product portfolio, procurement, manufacturing, capture growth and reduce administration costs. The programme delivered an EBITDA uplift of about EUR80 million in 2025, which Fitch assumes will rise to EUR150 million over the medium term as implemented savings phase in over 12 months and incremental measures are added. Overall, Fitch expects Fitch-adjusted EBITDA to increase to about EUR475 million by end-2027 from about EUR320 million for 2025. Deleveraging Underway: Fitch adjusted EBITDA gross leverage (treating factoring as debt, but not leases, which are considered operating expenditure) is estimated to be around 5x at YE 2025 (amid lower debt levels post refinancing). Fitch expects visible improvements over the next 24 months to around 3.2x, or EBITDA net leverage at around 2.7x, reflecting expected earnings growth. Fitch has factored shareholder distributions from 2027, given net debt to EBITDA drops below 2.0x, based on company-defined metrics. Positive FCF In Sight: Once Celsa's value creation plan is fully implemented, Fitch expects capex to fall to about EUR140 million-EUR150 million per year from 2026. Operational efficiency and flexibility, higher capacity utilisation and rising prices linked to European safeguard measures and CBAM will lift earnings. Fitch expects pre-dividend FCF to rise towards EUR150 million by 2027. Celsa has significantly lower investment requirements to address the energy transition compared to European peers, many of which use blast furnaces. This financial flexibility can be used to initially de-lever and later pursue accretive growth projects or consider shareholder distributions. Competitive in Europe: Celsa's assets maintain competitive positions on the European cost curve: Castellbisbal in the second quartile for crude steel and in the first/second quartile for rebar; Santander in the low third quartile for crude steel (on the global cost curve this corresponds to the 4th quartile). Electricity constitutes around 40% of procurement costs when excluding scrap and ferroalloys. Celsa only has a long-term power purchase agreement for 10% of volumes. This may create variability of EBITDA per tonne achieved throughout the year. At times of high energy prices, the company can shift production away from peak times using operational flexibility of the EAF route. Low Carbon Steel: Celsa's production in Spain has a carbon footprint of 0.2t of CO2 per tonne of steel and in Poland 0.57t for operational emissions (Scope 1 in both countries stands at 0.12t and Scope 2 differences reflect electricity mix available from the grid in those countries). The group targets to reduce carbon emissions by 50% by 2030 (versus 2021). Around 94% of input materials are recycled materials. Peer Analysis Fitch views Commercial Metals Company (CMC; 'BB+'/Stable) as the closest peer. CMC shipped 4.1 million tonnes of finished products in the U.S. and 1.2 million tonnes in Poland in 2025, including rebar, merchant bar, wire rod and fabricated downstream products. The group operates an integrated value chain, with recycling capacity exceeding U.S. production needs, located near its 10 electric‑arc‑furnace mills, and with steel fabrication and processing plants and construction‑related product warehouses across a wide footprint. CMC and Celsa have similar steelmaking carbon footprints and high recycled content. CMC benefits from broader U.S. geographic diversification, higher margins given U.S. market protections under Section 232 since 2018, and a larger downstream scale. CMC also operates ancillary businesses, such as Tensar (ground and soil stabilization solutions), and expects two precast‑concrete manufacturing acquisitions to close in the coming months. CMC has a long track record of conservative leverage, maintaining EBITDA leverage below 2.0x over the last five years. Following closing of pending acquisitions leverage will be higher and expected to trend closer to 2.8x through the financial year to September 2026. CMC is rated two notches higher than Celsa due to lower leverage and stronger business profile. Key Assumptions - Production of 4.5 million tonnes in 2025, 5.05 million tonnes in 2026, 5.3 million tonnes in 2027 and subsequent years across rebar, merchant bar, wire rod, sections and other products, reflecting capacity utilisation increasing from 62.3% to almost 73% in 2028; - Fitch adjusted EBITDA per tonne of EUR72 in 2025 improving to EUR96 by 2028 (EBITDA differs from reported numbers, given that IFRS 16 leases are reflected as operating expense, Fitch has assumed EUR10 million of advisory and restructuring costs per annum as recurring, ongoing expense and have reduced earnings by discounts to customers for early settlement of trade receivables) based on improving market fundamentals, savings achieved through the value creation plan and dilution of fixed costs with higher capacity utilization; - Exceptional, non-recurring advisory and restructuring costs of EUR36 million in 2025 and EUR15 million in 2026; - EUR140 million -150 million of capital expenditure over 2026-2028; - Net debt of EUR1,472 million at YE 2025, including EUR275 million of factoring; - Multi-tranche issuance of EUR1.2 billion senior secured notes due December 2030; - Commencement of dividend payments once reported net debt / EBITDA drops to 2x, equivalent to Fitch adjusted EBITDA gross leverage of slightly above 3x or Fitch adjusted EBITDA net leverage of slightly below 3x. RATING SENSITIVITIES Factors Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 3.7x on a sustained basis (EBITDA net leverage above 3.2x); - EBITDA per tonne below EUR90 for an extended period of time; - EBITDA interest coverage below 4.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage below 3x on a sustained basis, linked to a distribution policy that safeguards the conservative financial profile (EBITDA net leverage below 2.5x); - EBITDA per tonne above EUR100 on a sustained basis; - EBITDA interest coverage above 6x; - Track record of positive free cash flow. Liquidity and Debt Structure The group will hold around EUR200 million cash post-refinancing and have available EUR150 million under a super senior RCF with a maturity in 2030. From 2026 onwards the business should be free cash flow positive. As such refinancing risk post transaction will be limited over the medium term. Issuer Profile Celsa is a major European electric arc furnace steelmaker with around 4.5 million tonnes of long steel production in 2025. The group produces low carbon steel from recycled input materials in Spain, France and Poland where it has strong market positions. Date of Relevant Committee 14 November 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Celsa Opco, S.A.U. LT IDR BB-(EXP) Expected Rating senior secured LT BB(EXP) Expected Rating RR3 CELSA OPCO: S&P Assigns Preliminary 'B' ICR on Planned Refinancing ------------------------------------------------------------------ S&P Global Ratings assigned a preliminary 'B' long-term issuer credit rating to Spain-based steel producer Celsa OpCo S.A.U. This has support from improved cash-based credit metrics (excluding the PIK), progress in operating performance, and expected deleveraging. The stable outlook reflects S&P's expectation that Celsa will continue improving operating performance over the next 12 months, mainly from implementing its cost efficiency program, without much change in the European steel market conditions. Celsa is a midsize European long-steel producer with multibillion-euro revenue and core operations in Spain and Poland, where it holds strong 30%-40% market shares. The group's fully electric arc furnace (EAF)-based, lower-carbon asset footprint supports adequate debt-carrying capacity, although its financial profile reflects a volatile track record and the major 2023 restructuring, during which the Spanish government helped coordinate stakeholders through a memorandum of understanding (MoU) to stabilize ownership and operations. Celsa is currently owned by nonstrategic former creditors with minority stakes held by management. S&P assesses Celsa's business risk profile as weak. Its narrow geographic footprint and high exposure to construction-driven demand represents about 85%-90% of group revenues. Its portfolio is largely composed of commoditized long products, resulting in sensitivity to steel price and volume cycles. The company's facilities also only span three countries, offering lower diversification than larger integrated competitors. Although the Spanish construction market has recovered somewhat, demand across France and Poland may soften, and overall construction activity remains structurally below pre-2008 levels. Celsa's EAF facilities are a key strength in the future low-carbon environment. Celsa's EAF facilities support operating flexibility, lower carbon intensity--around 0.2 tonnes of carbon dioxide equivalent per tonne of steel (tCO₂/t), and comparatively lower medium-term capital expenditure (capex) needs. Partial vertical integration--upstream via scrap collection and downstream through distribution--supports cost efficiency. Celsa is also well-positioned ahead of the phased rollout of the EU carbon border adjustment mechanism (CBAM), which could narrow the cost gap versus high-emission imports over time. However, S&P does not factor CBAM-related upside into our base case given uncertainties around timing and magnitude. S&P expects Celsa's earnings trajectory to strengthen over the next 24 months. Its base case forecasts S&P Global Ratings-adjusted EBITDA increasing to approximately EUR380 million in 2025 and close to EUR400 million in 2026, compared with EUR257 million in 2024, supported by early delivery from the company's value creation plan (VCP), efficiency gains in both Spain and Poland, and gradually recovering margins in construction-driven end markets. Roughly one-third of the EBITDA uplift is market-driven, while the remainder stems from operational initiatives such as yield optimization, production balancing across plants, procurement efficiencies, and improved labor productivity. Although the company historically underperformed versus peers during favorable market cycles, new management's program is showing early traction and should support margin expansion toward low-teens percentages through 2026 from 7.7% in 2024. The planned refinancing will simplify the capital structure, extend maturities to 2030, and strengthen liquidity. It includes EUR1.2 billion of senior secured notes (five-year bullet), a new EUR200 million super senior revolving credit facility (RCF; EUR50 million drawn at close), EUR200 million of new equity, and the issuance of the deeply subordinated PIK shareholder loan (SHL). Proceeds will refinance existing restructuring instruments and provide flexibility for ongoing VCP delivery. PIK proceeds to enter the restricted group as an equity contribution. Overall, the refinancing enhances financial stability, while operational improvements and the VCP underpin medium-term deleveraging prospects. Execution risk remains, given the company's historically uneven track record and exposure to construction-related cyclicality, but S&P expects earnings resilience and cash flow visibility to improve gradually as the VCP continues to be delivered. The EUR600 million PIK SHL is a deeply subordinated instrument with remote impact on the company's ability to repay its debt. The PIK will be issued at the LuxCo level outside the restricted group, with no access to operating cash flow, pays fully PIK interest, and matures after the senior secured notes. As a result, the SHL does not weigh on the rating; it does not consume operating company (OpCo) liquidity, does not add cash interest, and is excluded from our key cash-based credit metrics, which better reflect underlying financial risk. S&P said, "The final ratings will depend on our receipt and satisfactory review of all final documentation, including the final terms of the transaction. Therefore, the preliminary ratings should not be construed as evidence of final ratings. If we do not receive final documentation within a reasonable time, or if the final documentation and final terms of the transaction depart from the materials and terms reviewed, we reserve the right to withdraw or change the ratings. Potential changes include, but are not limited to, utilization of the proceeds, maturity, size and conditions of the facilities, financial and other covenants, security, and ranking. "The stable outlook reflects our expectation that Celsa will continue improving operating performance over the next 12 months, mainly from implementing its cost efficiency program, without much change in the European steel market conditions. "Under our base-case we expect the company to report EBITDA of EUR390 million-EUR440 million with positive free operating cash flow (FOCF) of EUR40 million-EUR70 million. This would support funds from operations (FFO) cash interest coverage of about 3.0x, which is commensurate with the current rating, maintains the current debt level at the OpCo, and preserves the company's ability to repay the PIK loan at the parent level. "Our rating assumes no changes in the shareholder structure or changes in the company's portfolio. "We could downgrade Celsa if we project EBITDA will fail to improve toward EUR400 million due to operational setbacks or weaker-than-expected delivery of the VCP, leading us to reassess the company's new business model." Other triggers that increase debt, and consequently could lead to a lower rating, include weak, prolonged market conditions, working capital outflow, and higher-than-expected capex needs. While S&P does not expect an upgrade over the next two years, it could consider one if: -- Celsa demonstrates a solid track-record of performances (that are not linked solely to healthy market conditions); -- FOCF reaches at least EUR100 million on a sustained basis; and -- Visibility improves on the shareholder structure of the company. GC PASTOR HIPOTECARIO 5: Moody's Affirms C Rating on 2 Tranches --------------------------------------------------------------- Moody's Ratings has upgraded the ratings of 4 notes and affirmed the ratings of 3 notes in GC PASTOR HIPOTECARIO 5, FTA and IM AndBank RMBS 1, FT. The rating action reflects decreased country risk, increased levels of credit enhancement for the affected notes, and better than expected collateral performance. The rating action concludes Moody's review of 4 notes placed on review for upgrade on October 6, 2025 (https://urlcurt.com/u?l=ucqI0S) following the increase of the Government of Spain's ("Spain") local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). Issuer: GC PASTOR HIPOTECARIO 5, FTA EUR492.8M Class A2 Notes, Upgraded to A1 (sf); previously on Oct 6, 2025 Ba2 (sf) Placed On Review for Upgrade EUR24.9M Class B Notes, Affirmed Ca (sf); previously on Oct 6, 2025 Affirmed Ca (sf) EUR7.3M Class C Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) EUR10.5M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) Issuer: IM AndBank RMBS 1, FT EUR138.8M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR6M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR5.2M Class C Notes, Upgraded to Aa1 (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade RATINGS RATIONALE In IM AndBank RMBS 1, FT, the rating upgrade of the Class A Notes is prompted by the decreased country risk, of the Class B Notes by the decreased country risk, the increased level of credit enhancement and better-than-expected collateral performance, and of the Class C Notes by the decreased country risk and better-than-expected collateral performance. In GC PASTOR HIPOTECARIO 5, FTA, the upgrade of the Class A2 Notes is driven by decreased country risk, the increased level of credit enhancement, and better-than-expected collateral performance. Moody's affirmed the ratings of the notes with an expected loss consistent with their current ratings and in consideration of the cumulative amount of unpaid notes' interest. Decreased Country Risk The rating action follows Moody's increase of Spain's local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. This local-currency bond ceiling increase followed the upgrade of the Government of Spain's issuer and bond ratings to A3 with a stable outlook from Baa1 and a positive outlook. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). The decrease in sovereign risk is reflected in Moody's quantitative analysis for the affected tranches. By increasing the maximum achievable rating for a given portfolio loss, the methodology alters the loss distribution curve and implies a lower probability of high loss scenarios, which has a positive impact on all notes, including mezzanine and junior notes. Increase in Available Credit Enhancement Sequential amortization led to the increase in the credit enhancement available in both transactions. In addition, for GC PASTOR HIPOTECARIO 5, FTA, the increase in the credit enhancement available to the Class A2 Notes comes from the gradual reduction of the unpaid balance on the principal deficiency ledger (PDL) through excess spread and recoveries on past defaults. In GC PASTOR HIPOTECARIO 5, FTA the credit enhancement for the Class A2 Notes affected by today's rating action increased to 12.2% from 8.5% since the last rating action in February 2025. Moody's note that the credit enhancement of the Class B and C Notes is still negative, however it has also been improving during the same period. The transaction has around 20.5 million of PDL and the Classes B, C, and D Notes are currently not receiving any interest due on these notes. In IM AndBank RMBS 1, FT the credit enhancement for the Class B Notes affected by today's rating action increased to 14.3% from 13.7% since the last rating action in April 2025. Revision of Key Collateral Assumptions As part of the rating action, Moody's reassessed its lifetime loss expectation for the portfolio reflecting the collateral performance to date. GC PASTOR HIPOTECARIO 5, FTA The performance of the transaction has continued to be stable over the past year. 90 days plus arrears currently stand at 7.11% of current pool balance showing a stable trend over the past year. Cumulative defaults currently stand at 11.33% of original pool balance, just slightly up from 11.28% a year earlier. Moody's decreased the expected loss assumption to 6.33% as a percentage of current pool balance. The revised expected loss assumption corresponds to 6.25% as a percentage of original pool balance from 6.42%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 17.1% from 19.2%. IM AndBank RMBS 1, FT The performance of the transaction has continued to be stable over the past year. 90 days plus arrears currently stand at 0% of current pool balance, same as last year. There have been no defaults to date. Moody's decreased the expected loss assumption to 0.89% as a percentage of current pool balance. The revised expected loss assumption corresponds to 0.27% as a percentage of original pool balance from 0.36%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption to 4.90%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement, and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement, and (4) deterioration in the credit quality of the transaction counterparties. SANTANDER RESIDENTIAL 1: Moody's Assigns Ba3 Rating to Cl. E Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by SANTANDER RESIDENTIAL 1, FONDO DE TITULIZACION: EUR639.3M Class A Notes due October 2068, Definitive Rating Assigned Aaa (sf) EUR19.4M Class B Notes due October 2068, Definitive Rating Assigned Aa1 (sf) EUR34.9M Class C Notes due October 2068, Definitive Rating Assigned A1 (sf) EUR15.5M Class D Notes due October 2068, Definitive Rating Assigned Baa2 (sf) EUR27.1M Class E Notes due October 2068, Definitive Rating Assigned Ba3 (sf) Moody's have not assigned ratings to the subordinated EUR38.7M Class Z Notes and the subordinated EUR200K Class RC1 and Class RC2 Notes, all due in October 2068. RATINGS RATIONALE The Notes are backed by a pool of Spanish residential mortgage loans originated by Banco Santander, S.A. (Spain) (A1/P-1), Banco Espanol de Credito, S.A. (Banesto) (NR) and Banco Popular Espanol, S.A. (NR). The final portfolio of assets amounts to approximately EUR774.9 million as of November 13, 2025 pool cut-off date. The Liquidity Reserve will be funded to 1.0% of the total Class A and Class B Notes' balance at closing and the total credit enhancement for the Class A Notes will be 17.5%. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. According to Moody's, the transaction benefits from various credit strengths, such as a granular portfolio and an amortizing reserve fund, sized at 1.0% of the Classes A to E Notes. The reserve is divided into the Liquidity Reserve, sized at 1.0% of the Class A and Class B Notes and will amortize along with the Class A and Class B Notes, and the General Reserve, whose target amount is 1.0% of the outstanding balance of Classes A to E Notes minus the Liquidity Reserve. The General Reserve Fund will be part of the available revenue receipts, while the Liquidity Reserve Fund will be available to cover senior fees and costs, as well as Class A and B Notes interest. However, Moody's note that the transaction has some credit weaknesses, such as 40.0% of the portfolio comprising restructured loans, of which only 15% have been restructured within the past 5 years, additionally, approximately 15% of the pool has a loan-to-value ratio above 100%. Various mitigants have been included in the transaction structure such as a back-up servicer facilitator which is obliged to appoint a back-up servicer if certain triggers are breached, as well as a sequential payment structure. Moody's determined the portfolio lifetime expected loss of 3.0% and MILAN Stressed Loss of 14.0% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expect the portfolio to suffer in the event of a severe recession scenario. Expected loss and MILAN Stressed Loss are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. Portfolio expected loss of 3.0% is in line with the Spanish RMBS sector and is based on Moody's assessment of the lifetime loss expectation for the pool taking into account: (i) the collateral performance of Banco Santander, S.A. (Spain) originated loans to date, as provided by the originator and observed in previously securitized portfolios, (ii) the current macroeconomic environment in Spain and the impact of future interest rate rises on the performance of the mortgage loans, and (iii) benchmark transactions. MILAN Stressed Loss of 14.0% is in line with the Spanish RMBS sector average and follows Moody's assessment of the loan-by-loan information taking into account the following key drivers: (i) the collateral performance of Banco Santander, S.A. (Spain) originated loans to date, as described above, (ii) the weighted average current loan-to-value of 70.2% which is in line with the sector average, and (iii) benchmarking with comparable transactions in the Spanish RMBS market. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the Notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions, and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. TDA CAM 9: Fitch Affirms 'CCsf' Rating on Class D Notes ------------------------------------------------------- Fitch Ratings has upgraded three tranches of TDA CAM 9 Spanish RMBS and affirmed the rest. Fitch has also affirmed TDA CAM 8's notes. Entity/Debt Rating Prior ----------- ------ ----- TDA CAM 8, FTA Class A ES0377966009 LT AAAsf Affirmed AAAsf Class B ES0377966017 LT AA+sf Affirmed AA+sf Class C ES0377966025 LT Asf Affirmed Asf Class D ES0377966033 LT CCsf Affirmed CCsf TDA CAM 9, FTA Class A1 ES0377955002 LT AAAsf Upgrade AA+sf Class A2 ES0377955010 LT AAAsf Upgrade AA+sf Class A3 ES0377955028 LT AAAsf Upgrade AA+sf Class B ES0377955036 LT AA+sf Affirmed AA+sf Class C ES0377955044 LT Asf Affirmed Asf Class D ES0377955051 LT CCsf Affirmed CCsf Transaction Summary The transactions comprise fully amortising Spanish residential mortgages serviced by Banco de Sabadell, S.A. (BBB+/Stable/F2). KEY RATING DRIVERS CE Protection: The rating actions reflect Fitch's view that the notes are sufficiently protected by credit enhancement (CE) to absorb the projected losses commensurate with the ratings. For CAM 8, Fitch expects CE ratios to continue increasing driven by the reserve fund (RF) being at its floor level and the notes' irreversible fully sequential amortisation as the pool factor trigger is now below the 10% limit for any pro-rata amortisation. For CAM 9, although the RF decreased to its floor in October 2025, implying reduction in CE for the most junior notes, Fitch expects CE ratios to increase due to the prevailing sequential amortisation of the notes. Payment Interruption Risk Cap Removed: In its view, payment interruption risk (PIR) in TDA CAM 9 is mitigated up to the 'AAA' rating case in the event of a servicer disruption by the cash RF that would be sufficient to cover stressed senior fees, net swap payments and senior notes interest due amounts while an alternative servicer arrangement was implemented. Fitch expects the RF to remain stable and sufficiently funded in the medium term, based on its expectations for the transaction's performance. As a result, Fitch has removed the 'AA+sf' cap on the notes' rating, in line with its criteria. Fitch views PIR in TDA CAM 8 as fully mitigated in a servicer disruption as the RF would offer sufficient liquidity to cover stressed senior fees, net swap payments and senior notes interest while an alternative servicer arrangement was implemented. Neutral Asset Performance Outlook: The rating actions reflect the transactions' broadly stable asset performance outlook, in line with its neutral asset performance outlook for eurozone RMBS. The transactions have low shares of loans in arrears over 90 days (0.6% for CAM 8 and 0.5% for CAM 9, according to the latest investor reports) and are protected by substantial portfolio seasoning of more than 18 years. When calibrating the portfolio foreclosure frequency (FF) rates, Fitch has applied a 1.5x transaction adjustment. This accounts for the difference between observed FF performance in the portfolios and the criteria-derived transaction-specific weighted average (WA) FF, resulting in an increase in the transactions' WAFF. Nonetheless, the portfolio credit analysis remains driven by the minimum loss in high rating scenarios, for example, 5% at the 'AAA' rating case. Excessive Counterparty Exposure: Both transactions' class C notes' ratings remain capped at the transaction account bank's (TAB) deposit rating (Societe Generale S.A. A-/Stable/F1, deposit rating 'A') as the RF is the only source of CE for these tranches. Simulating the sudden loss of the cash RF held at the TAB would result in model-implied downgrades of 10 or more notches for these notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade CE ratios unable to fully compensate the credit losses and cash flow stresses associated with the current ratings, all else being equal, will result in downgrades. For example, a 15% increase in the WAFF and 15% decrease in the recovery rates would result in a one-notch downgrade of CAM 9's class C notes. For the classes C notes, a downgrade of the TAB provider's deposit rating, as the notes are rated at their maximum achievable rating due to excessive counterparty risk exposure. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Notes rated 'AAAsf' are at the highest level on Fitch's scale and cannot be upgraded. Increases in CE ratios as the transactions deleverage to fully compensate the credit losses and cash flow stresses commensurate with higher ratings may result in upgrades. For the classes C notes, an upgrade of the TAB provider's deposit rating, as the notes are rated at their maximum achievable rating due to excessive counterparty risk exposure. 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 TDA CAM 8, FTA, TDA CAM 9, FTA Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. 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. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transaction's initial closing. The subsequent performance of the transactions over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. 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. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS TDA CAM 8 and 9 class C notes are capped and linked to the TAB's deposit rating (which is Societe Generale S.A. with deposit rating 'A') as they are exposed to excessive counterparty risk. ESG Considerations Fitch has revised TDA CAM 9's ESG Relevance Score to '3' from '5', reflecting the updated PIR analysis that is no longer a constraint on senior ratings. 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. UCI 15: S&P Raises Class C Notes Rating From 'B- (sf)' ------------------------------------------------------ S&P Global Ratings raised its credit ratings on Fondo de Titulizacion de Activos UCI 15's class B and C notes to 'AA+ (sf)' and 'BB- (sf)' from 'A+ (sf)' and 'B- (sf)', respectively. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes. S&P has resolved the UCO placements for the class B and C notes. The rating actions reflect S&P's full analysis of the most recent information it has received and the transaction's current structural features. S&P said, "Our expected losses decreased due to reduced weighted-average foreclosure frequency (WAFF) and weighted-average loss severity (WALS) assumptions. The lower WAFF reflects reduced effective loan-to-value (LTV) ratios, higher seasoning, lower level of arrears, and proportionally fewer loans with performance agreements. Our WALS assumptions decreased due to the lower current LTV ratio. Our valuation haircuts remain unchanged, and reflect the actual data received from comparable asset sales, given that property prices may have been overvalued at origination. "The share of loans under performing agreements has reduced since our previous review. The combined figures stressed in our analysis that consider restructuring loans or loans more than 90 days past due within the last five years together with performing agreements are now down to 9.0% from 10.9% since our last review. This reflects UCI's updated restructuring policy, as it now seeks long-term solutions for borrowers foreclosing or novating the securitized loan in multiple cases. The annual prepayment rate remains stable at about 9.0%. In our analysis we increased our reperforming adjustment to 5.0x from 2.5x given that these borrowers pay less compared with their original schedule and we consider these loans to introduce higher risk." Credit analysis results--UCI 15 Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 32.42 6.00 1.02 AA 24.71 4.35 0.50 A 20.65 2.05 0.41 BBB 16.01 2.00 0.32 BB 10.60 2.00 0.21 B 9.18 2.00 0.18 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. UCI 15's class A, B, and C notes' credit enhancement has increased to 51.7%, 34.1%, and 3.8% from 43.3%, 28.5%, and 2.8%, respectively, since S&P's previous review. This is due to the notes' amortization, which is sequential following the 90+ days arrears trigger breach. This trigger also prevents the reserve fund from amortizing, which currently stands at its target level. S&P said, "Total arrears, as per the September 2025 investor report, have decreased to 5.7% from 8.7% since S&P's last review. Overall delinquencies are above our Spanish RMBS index. "Our operational, rating above the sovereign, and legal risk analyses remain unchanged since our previous review. Therefore, these criteria do not cap our ratings. "According to our revised counterparty criteria, commingling risk is now fully mitigated because the collections are swept to the issuer's account bank within the next business day. Therefore, our revised counterparty criteria do not cap our ratings. "We raised to 'AA+ (sf)' and 'BB- (sf)' from 'A+ (sf)' and 'B- (sf)' our ratings on the class B and C notes, respectively. The class B and C notes could withstand our cash flow stresses at higher rating levels. However, our assigned ratings also consider the transaction's historical performance, and the amount of restructured loans in the portfolio. We also considered the transaction's low pool factor, available credit enhancement, and potential tail-end risk. "We affirmed our 'AAA (sf)' rating on the class A notes. The notes' available credit enhancement remains commensurate with the assigned rating. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. "In our view, the ability of the borrowers to repay their mortgage loans will be highly correlated to macroeconomic conditions, particularly the unemployment rate, consumer price inflation, and interest rates. Our forecasts for unemployment in Spain for 2025, 2026, and 2027 are 10.6%, 10.3%, and 10.1%, respectively. "Furthermore, a decline in house prices typically impacts the level of realized recoveries. For Spain in 2025, 2026, and 2027 we expect house prices to increase by 11.6%, 7.2%, and 6.1% respectively. "We ran additional scenarios with increased defaults of 1.1x and 1.3x and increased loss severity of 1.3x. Additionally, as a general downturn of the housing market may delay recoveries, we have also run extended recovery timings to understand the transaction's sensitivity to liquidity risk. The results of the above sensitivity analysis indicate no deterioration." UCI 15 is a Spanish RMBS transaction that closed in May 2006. It securitizes a portfolio of residential mortgage loans, which Union de Creditos Inmobiliarios and Establecimiento Financiero de Credito originated and service. UCI 16: S&P Raises Class C Notes Rating From 'B- (sf)' ------------------------------------------------------ S&P Global Ratings raised its credit ratings on Fondo de Titulizacion de Activos UCI 16's class B and C notes to 'AA-(sf)' and 'BB+ (sf)' from 'BBB+ (sf)' and 'B- (sf)'. At the same time, S&P affirmed its 'AAA (sf)', 'CCC (sf)', and 'D (sf)' ratings on the class A2, D, and E notes. S&P has resolved the UCO placements for the class B, C, D, and E notes. The rating actions reflect S&P's full analysis of the most recent information it has received and the transaction's current structural features. S&P said, "Our expected losses decreased due to reduced weighted-average foreclosure frequency (WAFF) and weighted-average loss severity (WALS) assumptions. The lower WAFF reflects reduced effective loan-to-value (LTV) ratios, higher seasoning, lower level of arrears, and proportionally fewer loans with performance agreements. In addition, our WALS assumptions decreased due to the lower current LTV ratio. Our valuation haircuts remain unchanged and reflect the actual data received from comparable asset sales, given that property prices may have been overvalued at origination. "The share of loans under performing agreements has reduced since our previous review. The combined figures stressed in our analysis that consider restructuring loans or loans more than 90 days past due within the last five years together with performing agreements are now down to 8.3% from 10.5% since our last review. This reflects UCI's updated restructuring policy, as it now seeks long-term solutions for borrowers foreclosing or novating the securitized loan in multiple cases. The annual prepayment rate remains stable at about 9.0% since our last review. In our analysis we increased our reperforming adjustment to 5.0x from 2.5x, given that these borrowers pay less compared with their original schedule and we consider these loans to introduce higher risk." Credit analysis results--UCI 16 Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 35.17 11.65 4.10 AA 26.96 9.38 2.53 A 22.70 5.65 1.28 BBB 17.83 3.98 0.71 BB 11.79 3.01 0.36 B 10.24 2.26 0.23 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. UCI 16's class A2, B, C, and D notes' credit enhancement increased to 51.0%, 23.0%, 6.9%, and 3.4% from 43.2%, 19.3%, 5.5%, and 2.5% respectively, as of our previous review. This is due to the notes' amortization, which is sequential following the 90+ days arrears trigger breach. This trigger also prevents the reserve fund from amortizing, which currently stands at its target level. The reserve fund was funded at closing with the issuance of the class E notes, for which credit enhancement currently stands at -7.7%. Total arrears, as per the September 2025 investor report, have decreased to 5.9% from 8.7% since S&P's last review. Overall delinquencies are above its Spanish RMBS index. S&P said, "Our operational, rating above the sovereign, and legal risk analyses remain unchanged since our previous review. Therefore, these criteria do not cap our ratings. "According to our revised counterparty criteria, commingling risk is now fully mitigated because the collections are swept to the issuer's account bank within the next business day. Therefore, our revised counterparty criteria do not cap our ratings. "We raised to 'AA- (sf)' and 'BB+ (sf)' from 'BBB+ (sf)' and 'B- (sf)' our ratings on the class B and C notes. The class B and C notes could withstand our cash flow stresses at higher rating levels. However, our assigned ratings also consider the transaction's historical performance and the amount of restructured loans in the portfolio. We also considered the transaction's low pool factor, the available credit enhancement, and potential tail-end risk. "We affirmed our 'AAA (sf)' rating on the class A2 notes. The notes' available credit enhancement remains commensurate with the assigned rating. "The class D notes still fail our cash flow 'B' stresses. We consider this class still vulnerable to nonpayment and dependent upon favorable business, financial, or economic conditions to meet their financial commitments. Therefore, we affirmed our 'CCC (sf)' rating. "The class E notes now receives interest in a timely manner. However, this tranche is not collateralized and is paid after amortization of the reserve fund. It previously missed a significant amount of interest payments, and it is uncertain whether future interest payments will be missed. Given its current credit enhancement and position in the waterfall, we affirmed our 'D (sf)' rating on the class E notes. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. "In our view, the ability of the borrowers to repay their mortgage loans will be highly correlated to macroeconomic conditions, particularly the unemployment rate, consumer price inflation, and interest rates. Our forecasts for unemployment in Spain for 2025, 2026, and 2027 are 10.6%, 10.3%, and 10.1%, respectively. "Furthermore, a decline in house prices typically impacts the level of realized recoveries. For Spain in2025, 2026, and 2027 we expect house prices to increase by 11.6%, 7.2%, and 6.1% respectively. "We ran additional scenarios with increased defaults of 1.1x and 1.3x and increased loss severity of 1.3x. Additionally, as a general downturn of the housing market may delay recoveries, we have also run extended recovery timings to understand the transaction's sensitivity to liquidity risk. The results of the above sensitivity analysis indicate no deterioration." UCI 16 is a Spanish RMBS transaction that closed in October 2006. It securitizes a portfolio of residential mortgage loans, which Union de Creditos Inmobiliarios and Establecimiento Financiero de Credito originated and service. UCI 17: S&P Affirms 'D (sf)' Rating on Class D Notes ---------------------------------------------------- S&P Global Ratings raised its credit ratings on Fondo de Titulizacion de Activos UCI 17's class A2, B, and C notes to 'AAA (sf)', 'BBB- (sf)', and 'B (sf)' from 'A+ (sf)', 'B (sf)', and 'CCC (sf)' respectively. At the same time, S&P affirmed its 'D (sf)' rating on the class D notes. S&P has resolved the UCO placements for the class A2, B, C, and D notes. The rating actions reflect S&P's full analysis of the most recent information we have received and the transaction's current structural features. S&P said, "Our expected losses decreased due to reduced weighted-average foreclosure frequency (WAFF) and weighted-average loss severity (WALS) assumptions. The lower WAFF reflects decreased effective loan-to-value (LTV) ratios, higher seasoning, lower level of arrears, and proportionally fewer loans with performance agreements. In addition, our WALS assumptions decreased due to the lower current LTV ratio. Our valuation haircuts remain unchanged, and reflect the actual data received from comparable asset sales, given that property prices may have been overvalued at origination. "The share of loans under performing agreements has reduced since our previous review. The combined figures stressed in our analysis that consider restructuring loans or loans more than 90 days past due within the last five years together with performing agreements are now down to 8.4% from 10.9% since our last review. This reflects UCI's updated restructuring policy, as it now seeks long-term solutions for borrowers foreclosing or novating the securitized loan in multiple cases. The annual prepayment rate remains stable at about 7% since our last review. In our analysis we increased our reperforming adjustment to 5.0x from 2.5x, given that these borrowers pay less compared with their original schedule and we consider these loans to introduce higher risk." Credit analysis results--UCI 17 Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 33.96 12.67 4.30 AA 26.01 10.37 2.70 A 21.80 6.53 1.42 BBB 17.13 4.81 0.82 BB 11.35 3.74 0.42 B 9.79 2.88 0.28 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. UCI 17's class A2, B, and C notes' credit enhancement increased to 48.3%, 15.1%, and 2.3% from 39.6%, 11.9%, and 1.2%, respectively, as of our previous review. This is due to the notes' amortization, which is sequential following the 90+ days arrears trigger breach. This trigger also prevents the reserve fund from amortizing, which currently stands at its target level. The reserve fund was funded at closing with the issuance of the class D notes, for which credit enhancement currently stands at -2.7%. Total arrears, as per the September 2025 investor report, have decreased to 6.3% from 10.8% since S&P's last review. Overall delinquencies are above our Spanish RMBS index. S&P's operational, rating above the sovereign, and legal risk analyses remain unchanged since our previous review and do not constrain the assigned ratings. S&P said, "According to our revised counterparty criteria, commingling risk is now fully mitigated because the collections are swept to the issuer's account bank within the next business day. Additionally, the transaction has a basis swap provided by BNP Paribas. The swap's remedial actions are in line with our counterparty criteria collateral medium assessment and the maximum potential rating that UCI 17's notes can achieve is 'AAA'. Therefore, our revised counterparty criteria do not cap our ratings. "We raised to 'AAA (sf)', 'BBB- (sf)', and 'B (sf)' from 'A+ (sf)', 'B (sf)', and 'CCC (sf)' our ratings on the class A2, B, and C notes, respectively. The class B and C notes could withstand our cash flow stresses at higher rating levels. However, our assigned ratings also consider the transaction's historical performance and the amount of restructured loans in the portfolio. We also considered the transaction's low pool factor, the available credit enhancement, and potential tail-end risk. "UCI 17's class D notes now receive interest in a timely manner. However, this tranche is not collateralized and is paid after amortization of the reserve fund. It previously missed a significant amount of interest payments, and it is uncertain whether future interest payments will be missed. Given its current credit enhancement and position in the waterfall, we affirmed our 'D (sf)' rating. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. "In our view, the ability of the borrowers to repay their mortgage loans will be highly correlated to macroeconomic conditions, particularly the unemployment rate, consumer price inflation, and interest rates. Our forecasts for unemployment in Spain for 2025, 2026, and 2027 are 10.6%, 10.3%, and 10.1%, respectively. "Furthermore, a decline in house prices typically impacts the level of realized recoveries. For Spain in 2025, 2026, and 2027 we expect house prices to increase by 11.6%, 7.2%, and 6.1% respectively. "We ran additional scenarios with increased defaults of 1.1x and 1.3x and increased loss severity of 1.3x. Additionally, as a general downturn of the housing market may delay recoveries, we have also run extended recovery timings to understand the transaction's sensitivity to liquidity risk. The results of the above sensitivity analysis indicate a deterioration of no more than one notch on the class C notes, which is in line with the credit stability considerations in our rating definitions." UCI 17 is a Spanish RMBS transaction that closed in May 2007. It securitizes a portfolio of residential mortgage loans, which Union de Creditos Inmobiliarios and Establecimiento Financiero de Credito originated and service. =========================== U N I T E D K I N G D O M =========================== ARDONAGH GROUP: Moody's Affirms 'B3' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating of Ardonagh Group Holdings Limited (Ardonagh or the Group). Moody's also affirmed the B3 backed senior secured first lien term loans B issued by Ardonagh Finco B.V. and the B3 backed senior secured notes of Ardonagh Finco Limited, and the Caa2 rating on the backed senior unsecured notes issued by Ardonagh Group Finance Ltd. The outlook on all entities remains stable. RATINGS RATIONALE The B3 CFR reflects the Group's strong market position in the global commercial and specialist insurance distribution sector and its highly diversified revenue base. The rating also incorporates Ardonagh's solid organic growth prospects and proven ability to execute strategic acquisitions, which underpin robust EBITDA margins. These strengths are tempered by relatively high financial leverage, historically weak free cash flows, and material bottom-line losses. These losses largely stem from high financing costs, and material amortization and depreciation charges, features typical of private equity owned brokers, which support growth through frequent bolt-on acquisitions. Recent developments have bolstered the Group's business profile and financial resilience. The $2.5 billion equity investment led by Stone Point Capital in June 2025, which valued the Group at $14 billion, has strengthened liquidity and financial flexibility, and enhanced Ardonagh's capacity to pursue growth opportunities. This follows the successful refinancing and simplification of the Group's capital structure in 2024 and 2025, which improved interest coverage. At the same time, the disposal of the capex-intensive UK retail business and the AUD$2.3 billion transformative acquisition of Australia's PSC Insurance Group Pty Ltd in 2024, reinforced Ardonagh's scale, growth prospects and earnings diversification. As of September 30, 2025, the Group's gross adjusted debt-to-EBITDA (calculated on a Moody's basis) was 8.8x LTM. While this ratio is relatively high, it is structurally distorted by the Group's acquisition led business model, whereby debt from new deals is recognized immediately, but EBITDA from acquired businesses is only reflected about 12 months later. It also treats as debt items such as earnouts that may be settled in equity at Ardonagh's election, which will likely reduce future cash obligations. Adjusting for these factors and considering Ardonagh's substantial surplus cash - expected to be invested to support EBITDA growth - net leverage falls below 7.5x and is comfortably within Moody's expectations for the rating level. Furthermore, as the EBITDA base expands in absolute terms, the Group's capacity to absorb additional bolt-on acquisitions and its ability to delever over time will continue to strengthen. OUTLOOK The stable outlook reflects Moody's expectation that Ardonagh will continue to grow profitably through bolt-on acquisitions, underpinned by its ability to successfully integrate acquired companies and realise cost and revenue synergies. While leverage - measured by adjusted debt-to-EBITDA - is expected to remain relatively high, Moody's believe the group retains strong capacity to delever through organic EBITDA growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a rating upgrade include: (i) debt-to-EBITDA ratio consistently below 6.5x; (ii) (EBITDA-Capex) coverage of interest exceeding 2x on a sustained basis; (iii) free-cash-flow to debt ratio consistently exceeding 5%. Factors that could lead to a rating downgrade include: (i) pro-forma debt-to-EBITDA ratio above 7.5x with reduced capacity for the group to delever as evidenced by a material decline in the EBITDA margins; (ii) a weakening in the group's liquidity or cash flow generation; (iii) (EBITDA-Capex) coverage of interest consistently below 1.2x. LIST OF AFFECTED RATINGS Issuer: Ardonagh Group Holdings Limited Affirmations: LT Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Outlook Actions: Outlook, Remains Stable Issuer: Ardonagh Group Finance Limited Affirmations: Backed Senior Unsecured (Foreign Currency), Affirmed Caa2 Outlook Actions: Outlook, Remains Stable Issuer: Ardonagh Finco B.V. Affirmations: Backed Senior Secured Bank Credit Facility (Foreign Currency), Affirmed B3 Backed Senior Secured Bank Credit Facility (Local Currency), Affirmed B3 Outlook Actions: Outlook, Remains Stable Issuer: Ardonagh Finco Limited Affirmations: Backed Senior Secured (Foreign Currency), Affirmed B3 Outlook Actions: Outlook, Remains Stable PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Insurance Brokers and Service Companies published in February 2024. The Group's "12-18 Month Forward View Weighted Average Factor Score" of B1 is one notch above the B2 "Reporting Period Annual Weighted Average Factor Score" and two notches above the B3 CFR reflecting Ardonagh's elevated financial leverage position and relatively weak bottom line profitability, a feature of its acquisition led strategy. BIFFA HOLDCO: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned Biffa Holdco Limited a Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable Outlook. Fitch has assigned the proposed GBP830 million equivalent senior secured notes to be issued by Biffa Group Holdings Limited an expected senior secured rating of 'BB-(EXP)'/RR3. The final senior secured rating is contingent on placement of the notes, assuming documentation is consistent with the draft reviewed. Biffa's IDR reflects its integrated business profile and strong competitive positioning in the UK industrial & commercial (I&C) collection segment. Fitch sees the company's underlying demand for the business as resilient, while customer diversification and the contracted nature of a large part of the earnings is also supportive of the credit profile. A limited size compared to some European peers, lack of multi-country geographic diversification and high opening EBITDAR net leverage around 5.0x are the main rating constraints. Key Rating Drivers Integrated Waste Operator: Biffa is a leading company in the UK waste management sector with a strong focus on waste collection. The company benefits from an integrated business model (collection and treatment), but Fitch expects contribution from waste collection to account for about 60% of organic EBITDA over the forecast horizon. Fitch forecasts complementary activities such as treatment and recycling will account for 25% of EBITDA with the remainder largely related to specialised services, including around 5% covering hazardous waste streams. Solid Competitive Position: Biffa benefits from moderate barriers to entry due to the capital intensity of the business and established commercial relationships with customers. It is able to provide cost-efficient waste collection services by leveraging on its ample network of over 3,700 trucks and 330 sites. The company has a good operational record, evidenced by historical retention rates above 90% in the I&C collection segment. Biffa is only focused on the UK, but its solid position in this market leaves it well placed to address possible changes in regulation. Stable Underlying Business: Demand for municipal and I&C non-hazardous waste collection (accounting for 50% and 8% of pre-overheads EBITDA, respectively) tends to be resilient, with limited exposure to the economic cycle. Biffa has historically been able to maintain a stable EBITDAR margin (Fitch-defined) of about 12%, with an effective pass-through of the cost increases during the recent inflationary period, despite relying on mostly short-to-medium-term contracts for I&C collection. In segments exposed to output costs (e.g., recycling), the company generally shares the price risk with customers, mitigating commodity price risk. Customer Diversification: Biffa's largest 15 contracts account for around 20% of revenues and are mostly related to municipal contracts which tend to be longer dated. The company's I&C collection activities benefit from a large and granular pool of around 140,000 customers. Contracts length varies between one to three years and churn rates are well below 10%. High Leverage: Fitch forecasts EBITDAR net leverage to average 5.0x between FY26 (year ending March) and FY29, which is the main rating constraint. Fitch forecasts leverage decreasing towards the positive sensitivity of 4.5x in FY29 from 5.4x in FY26, provided the company is able to execute its growth strategy maintaining financial discipline and not paying dividends. Biffa's opening leverage is negatively affected by the expected payment related to settlements and several exceptional items that Fitch conservatively deducts from EBITDA. M&A Driven Growth: Fitch expects EBITDAR to grow to GBP341 million in FY29 from GBP256 million in FY26, mainly due to bolt-on acquisitions, improved efficiency and cost-synergies. Fitch expects that the company's positive free cash flow generation will be fully absorbed by acquisitions, resulting in average net debt of about GBP900 million over the period (excluding leases). The shareholder's financial policy includes a company-defined net leverage target (on a post IFRS16 basis) of around 3.5x, which Fitch views as supportive of the rating. Adjusted Leverage Ratios: Biffa makes extensive use of leases as a funding tool to renew and grow its truck fleet. Fitch capitalises lease expenses based on a 5.0x multiple to capture the mix of long-term leased assets (such as treatment facilities) and the shorter-term nature of the vehicle and equipment leases. This results in additional lease debt (Fitch-defined) of GBP550 million over FY26-FY29. Peer Analysis Fitch views Paprec Holding SA (BB/Stable) and Seche Environnement S.A. (BB/Stable) as Biffa's closest peers. Seche specialises in hazardous waste management, which is subject to strict technical requirements with higher barriers to entry (such as long-term permits) and stronger pricing power. Fitch views Seche's credit profile as moderately stronger than Biffa's. Paprec's credit profile is comparable with Biffa's, as they both focus mostly on non-hazardous streams and their revenues are largely contracted, coming from a granular and diversified customer base. Paprec is more exposed to raw recycled materials prices, but this is mitigated by its larger size and strong client diversification. Biffa's broader peer group also includes FCC Servicios Medio Ambiente Holding, S.A. (BBB-/Stable) and Luna 2.5 S.a.r.l.(B/Stable), which benefit from higher debt capacity due to their vertical integration, service and geographic diversification, strong contracted earnings profile and much larger size. All of Biffa's peers are analysed based on EBITDA-based leverage metrics given that the use of leases as a financing tool is less important compared with Biffa. Fitch’s Key Rating-Case Assumptions - Fitch defined EBITDAR increasing at 9% CAGR, underpinned by organic EBITDAR of 4%, and the remaining coming from M&A and realised cost synergies - Average lease expense of GBP110 million - Interest rate on new borrowings of 7.5% - Average capex of GBP110 million and unallocated M&A investment of GBP50 million a year - Non-recurring cash flows related to settlements and tax close to GBP150 million in FY26 - Shareholder loan treated as equity - Lease expense capitalised at a multiple of 5.0x Recovery Analysis The recovery analysis assumes that Biffa would continue operating as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-concern EBITDA of GBP152 million assumes a double-digit haircut compared with its expected FY27 EBITDA, which factors in the recent acquisitions for a full year. Fitch applies a distressed enterprise value/EBITDA multiple of 6.0x to calculate a going-concern enterprise value, reflecting Biffa's strong position in the UK waste services sector, underpinned by an ample network, high customer diversification and low customer churn. Creditor claims included in its analysis include the GBP super senior revolving credit facility and the proposed GBP830 million equivalent senior secured notes. Fitch assumes Biffa's existing receivables financing facility of GBP100 million to close down during and after distress, requiring alternative funding arrangements (with priority). Fitch is excluding the SPV non-recourse loan notes from its recovery exercise, given the limited value available for them, in its view. The waterfall analysis output percentage for senior unsecured debt on current metrics and assumptions is commensurate with 'RR3'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR net leverage sustained above 5.5x - EBITDAR fixed-charge coverage consistently below 1.7x - Material deterioration of the business fundamentals leading to widespread lower retention rates, material contract losses, significant operational issues resulting in closures of sites or similar Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDAR net leverage sustained below 4.5x and EBITDAR fixed-charge coverage consistently above 2.0x Liquidity and Debt Structure At September 2025, Biffa's liquidity was composed of around GBP35 million cash on the balance sheet and undrawn committed lines of over GBP200 million. Following the refinancing, Biffa will have no meaningful maturities until 2030. The company's liquidity position is supported by the cash-generative business and GBP300 million revolving credit facility, after the refinancing. Issuer Profile Biffa is a UK integrated waste management company, providing collections, recycling, treatment, landfill, and other specialist services. Date of Relevant Committee 25-Nov-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Biffa Holdco Limited LT IDR B+ New Rating Biffa Group Holdings Limited senior secured LT BB-(EXP) Expected Rating RR3 CAPITAL HOSPITALS: S&P Affirms 'BB+' Rating on Senior Secured Debt ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' S&P Underlying Rating (SPUR) on the senior secured debt issued by Capital Hospitals (Issuer) PLC. At the same time, S&P affirmed its issue ratings on the A1 and A2 debt tranches at 'AA', and its issue ratings on the B1 and B2 debt tranches at 'BB+'. The stable outlook on the SPUR, and on S&P's issue ratings on the B1 and B2 debt tranches, indicates that it expects the project's focused operational performance and the stable relationships between the project parties to support stable and predictable cash flows, and that the median annual debt service coverage ratio (DSCR) will remain above 1.10x until the debt matures. Capital Hospitals (Issuer) PLC is a special-purpose vehicle that issued GBP1.3 billion of senior secured debt and lent the proceeds to Capital Hospitals Ltd. (CH or the project) in 2006. The project used the funds to design, construct, and refurbish two central London hospitals: the 956-bed Royal London Hospital and the 372-bed St. Bartholomew's Hospital (Barts). Capital expenditure on construction amounted to GBP1.1 billion, making this the U.K.'s largest health care project to be funded through a private finance initiative (PFI). CH operates under a 42-year availability-based project agreement with Barts Health NHS Trust (the Trust) that expires in April 2048. The project's performance remains stable--it has a low level of deductions and these are all passed through to the subcontractor. CH's strong operational performance, supported by its collaborative relationship with the Trust and SFS, offsets the higher level of operational risk that S&P continues to associate with this project due to the large size and high occupancy rates of the hospitals. Both Royal London and Barts are in central London and provide specialized and complex services to over 2.6 million people across several London boroughs. S&P said, "Our forecast credit metrics for the project are comparatively weak, but we consider this risk offset by the contractually stipulated liquidity reserves maintained by the project. We forecast CH's minimum annual debt service coverage ratio (DSCR) to be 1.0x, which is lower than the minimum annual DSCRs presented by similarly rated hospital projects in our portfolio. Our forecast for CH shows the minimum DSCR occurring in March 2044 on the back of the higher senior debt repayment amount due in this period. Meanwhile, CH's own forecast indicates that annual DSCRs are above the lock-up threshold of 1.15x in all periods, as senior debt service is supported by the liquidity reserves maintained by the project in dedicated reserve accounts. Under our criteria, we do not include some of the reserve amounts in our calculation of cash available for debt service (CFADS). That said, we consider the amount of liquidity reserved by the project and contractually designated as available for the project's senior debt service sufficient to mitigate the risk of the low minimum annual DSCR in our base-case scenario." CH's senior debt benefits from unconditional and irrevocable guarantees of payment of scheduled interest and principal from guarantors AGUK for the A1 and A2 debt and from Ambac Assurance U.K. Ltd. (Ambac) for the B1 and B2 debt. The issue rating on a guaranteed debt issue reflects the higher of the rating on the guarantor and the SPUR. Therefore, the issue ratings on the A1 loan and A2 bonds reflect the 'AA' long-term issuer credit rating on AGUK. Because S&P does not rate Ambac, the issue ratings on the B1 loan and B2 bonds reflect the 'BB+' SPUR. The stable outlook on the long-term issue ratings on the A1 and A2 debt reflects the outlook on the rating on AGUK, a credit insurer. Therefore the outlook will move in tandem with the outlook on AGUK. S&P said, "The stable outlooks on the SPUR on the A1 and A2 debt and the issue ratings on the B1 and B2 debt indicate that we expect CH's focused operational performance and the stable relationships between the project parties to support stable and predictable cash flows, with the median annual DSCR above 1.10x in our base-case scenario. "Although we expect the current life cycle budget will cover the project's needs adequately, we could lower the SPUR on the A1 and A2 debt and the issue ratings on the B1 and B2 debt if we expected that materially higher costs would cause the median annual DSCR in our base case to fall below 1.10x. "We could also lower the SPUR on the A1 and A2 debt and the issue ratings on the B1 and B2 debt if, under our resiliency analysis, we expect operating cash flow to be insufficient to support debt service payments for at least five years and if we expect the contractually required liquidity reserves to be depleted. "We could also take a negative rating action if the Trust applies increased deductions or warning notices; or if it takes any steps under the project agreement that demonstrate a higher risk of termination, which we believe is unlikely. "We consider a positive rating action to be unlikely, since this would require a material improvement in our projected annual DSCRs." DUNFORD WOOD: Oury Clark Appointed as Joint Administrators ---------------------------------------------------------- Dunford Wood Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2025-008160, and Nick Parsk and Carrie James of Oury Clark Chartered Accountants were appointed as joint administrators on Nov. 19, 2025. Dunford Wood Limited operated licensed restaurants. Its registered office and principal trading address is 5 Regent Street, London, NW10 5LG. The joint administrators can be reached at: Nick Parsk Carrie James Oury Clark Chartered Accountants Herschel House, 58 Herschel Street Slough, SL1 1PG Further details contact: The Joint Administrators Telephone No: 01753 551111 Email: IR@ouryclark.com Alternative contact: Henry Everitt FLAMINGO GROUP: Fitch Hikes Long-Term IDR to 'B', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has upgraded Flamingo Group International Limited's Long-Term Issuer Default Rating (IDR) to 'B' from 'B-'. The Outlook is Stable. Fitch has also affirmed the senior secured rating at 'B+' with a Recovery Rating of 'RR3'. The upgrade reflects Flamingo's recent deleveraging trajectory, with EBITDA leverage expected to remain below 3.5x from 2025, due to improved operating performance. The rating remains constrained by Flamingo's limited scale, narrow product and geographical diversification, and exposure to a highly fragmented agriculture-like floriculture market, with some concentration in its customer base. This is balanced by its low-cost production location and enhanced EBITDA generation. The Stable Outlook reflects its expectation of steady operating profit growth, with EBITDA margins maintained at about 10% over 2025-2029, supported by growing sales volumes, improvement in price mix and product premiumisation, and cost optimisation measures. This will lead to sustainably positive free cash flow (FCF) and strengthened liquidity. Key Rating Drivers Contained Leverage, Deleveraging Capacity: The upgrade is driven mainly by Flamingo's improved financial profile, as equity injection in 2024 and EBITDA recovery have led to EBITDA leverage reducing to 3.4x in 2024 from 6.1x in 2023. Fitch expects the ratio to be flat at end-2025. Fitch forecasts gradual deleveraging towards 3.0x by 2027, supported by organic and inorganic revenue growth and profitability gains, which should ensure leverage headroom builds up and allow more flexibility for the company's growth strategy. Sustained Profitability Recovery: Fitch projects Fitch-adjusted EBITDA margin will be sustained at 10% and above over 2025-2027, supported by the already achieved positive price/mix shifts and improved ability to pass on cost inflation to customers, and continued efficiency measures. Expansion to packed-at-source and transportation solutions, such as sea freight, will also contribute to added value, enhancing profitability. The success of these measures remains subject to execution risks, as well as potential logistic issues and climate-related risks. Vertical Integration Supports Profitability: Most of Flamingo's EBITDA comes from selling own-grown products. The location of its assets allows for low-cost rose production and a sizeable market share of the east African flower supply, resulting in strong profitability of own-grown flowers and produce. The strategy to increase vertical integration should further improve profitability in the medium term, as thin margins from supplying third-party products have weighed it down. Third-party products make up about 65% of Flamingo's volumes sold in the UK. It has been investing to improve yield in its farms, and Fitch projects volume and profit benefits will materialise from 2027. Neutral to Positive FCF: Fitch projects modestly positive FCF in 2025-2027. This will be mainly driven by robust EBITDA generation, covering expected high capex in 2026-2027 of about GBP25 million annually, aimed at expansion of the flower business by converting more land for planting roses, yield and product mix improvement, automation and maintenance. Fitch expects FCF margins to improve towards 2%-3% in 2028-2029, as capex normalises. High Inherent Business Risks: In Fitch's view, Flamingo faces high business risks due to its operations in the agriculture market, resulting in fundamentally lower debt capacity than the broader consumer products sector. Flamingo has the characteristics of a crop breeder with its long product cycles and exposure to variable crop productivity and climate risk. In 2024, the company was hit by El Nino weather conditions. It managed to offset the drop in volume with increased pricing. The business also faces volume volatility driven by consumer demand and changing preferences, and to a lesser extent, selling price fluctuations. UK Grocers Concentration: Flamingo's highly concentrated customer base results in limited bargaining power, particularly in its core UK market. The UK makes up over 70% of its revenues for flowers, plants and premium packed vegetable offering, with supermarkets accounting for most of its client base. However, this concentration is partially offset by Flamingo's strong partnerships and leading market share with major UK retailers, driving volume growth and garnering support for its innovation initiatives. Peer Analysis Flamingo's rating is lower than Camposol Holding PLC (B+/Stable), a Peru-based fully vertically integrated agro-industrial business. The rating differential reflects Camposol's higher profitability, forecast lower net leverage of below 2.5x in 2025-2026, and its leading position in Peru. Recovery Analysis The recovery analysis assumes that Flamingo would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Its GC EBITDA assumption of GBP35 million reflects its view of a sustainable, post-reorganisation EBITDA on which Fitch bases the enterprise valuation (EV). This level reflects a loss of key customers, adverse contract changes, or climate-related events eroding yields at Flamingo's African farms. Fitch applies a multiple of 5.0x EBITDA to the GC EBITDA to calculate a post-reorganisation EV. The multiple is in the mid-range for the sector and is supported by modest but stable long-term growth prospects for the floriculture sector. The multiple is also supported by the company's asset location in east Africa underpinning its strong market position as a European importer of roses. It is in line with the multiple used for Camposol. Fitch assumes local operating company debt of around GBP3.5 million as structurally prior ranking. This is followed by the senior secured term loan B and revolving credit facility, which rank equally among themselves. Fitch has assumed GBP22 million of supply-chain finance, provided by some of Flamingo's clients, would remain only partly available during and post distress, given an assumed drastic reduction in contract size in the event of financial distress. Based on these assumptions, its waterfall analysis generates a ranked recovery for the senior secured debt in the Recovery Rating 'RR3' band, leading to a senior secured rating of 'B+'. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Operational challenges leading to the EBITDA margin declining to below 10% on a sustained basis - Neutral to negative FCF on a sustained basis - EBITDA leverage consistently above 4x - EBITDA interest coverage sustained below 3x - Deteriorating liquidity position that leads to additional cash requirements to fund operations Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Well-executed business strategy supporting EBITDA at or above GBP75 million with improving diversification in sourcing - Positive FCF margins rising towards mid-single digits - EBITDA leverage sustained below 3x Liquidity and Debt Structure Fitch estimates a freely available cash balance of GBP20 million at end-2025 (after restricting GBP10 million for ongoing operational needs, which Fitch assumes will not be available for debt service). Its liquidity is supported by access to an EUR15 million revolving credit facility (RCF), which remained fully undrawn at September 2025 and its projection of positive FCF in 2025-2026. The company has not utilised its committed GBP22 million supply chain financing as of September 2025. The facility is subject to continued sales volumes with these customers. Flamingo's key debt maturities are in August 2027 for its revolving credit facility and in August 2028 for its term loan B. 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 Flamingo Group International Limited has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to the influence of climate change and extreme weather conditions on its assets, productivity and operating performance, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Flamingo Group International Limited LT IDR B Upgrade B- senior secured LT B+ Affirmed RR3 B+ G & P MECHANICAL: CBA Business Appointed as Administrator --------------------------------------------------------- G & P Mechanical & Structural Engineering Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), No. CR-2024-BHM-000402, and Neil Charles Money of CBA Business Solutions was appointed as administrator on Nov. 21, 2025. G & P Mechanical Engineering Ltd specialized in machining. Its registered office is at Queenborough Business Centre, Unit 1, Argent Road, Queenborough, Sheerness, Kent ME11 5HZ The administrator can be reached at: Neil Charles Money CBA Business Solutions 26 New Walk, Leicester LE1 7JA Further details contact: Steven Glanvill Tel No: 0116 262 6804 Email: steven.glanvill@cba-insolvency.co.uk GALAXY FINCO: S&P Places 'B' Long-term ICR on CreditWatch Positive ------------------------------------------------------------------ S&P Global Ratings placed all its ratings on Galaxy Finco Ltd. (Domestic & General; D&G) on CreditWatch with positive implications. This includes its 'B' long-term issuer credit ratings on Galaxy Finco Ltd. and Galaxy Bidco Ltd., and its 'B' issue rating on the group's senior secured term loan and notes. S&P expects to resolve the CreditWatch placement once the transaction closes, which it expects to be by mid-2026, and following our assessment of D&G's future status within the Asurion group. On Dec. 2, 2025, Asurion LLC (B+/Stable/--) announced it has agreed to acquire Galaxy Finco Ltd. (Domestic & General; D&G). S&P expects D&G's creditworthiness to benefit from the greater scale, broader service capabilities, and international footprint of Asurion LLC. The CreditWatch positive placement follows Asurion LLC's announcement that it has agreed to acquire D&G. The acquisition is pending regulatory approval and is expected to close by mid-2026. Notwithstanding the portability clauses within D&G's debt documentation, the regulatory change of control process could have implications for D&G's capital structure, which remain to be confirmed, and S&P still needs to assess D&G's role within Asurion LLC's overall strategy and status within the combined group. If the capital structure remains unchanged, in our view, D&G's creditworthiness could benefit from the greater scale, broader service capabilities, and international footprint of Asurion LLC, depending on our assessment of the level of integration and support expected from the group. S&P notes that its ratings and outlook on Asurion LLC are not currently affected by the announced acquisition. S&P expects to resolve the CreditWatch placement once the transaction closes, which we expect to be by mid-2026, and following our assessment of D&G's status within the Asurion group. GOULDING CONSTRUCTION: FRP Advisory Appointed as Administrators --------------------------------------------------------------- Goulding Construction Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Court No. CR-2025-001145, and Iain Townsend and Martyn James Pullin of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 24, 2025. Goulding Construction Ltd offered specialised construction activities. Its registered office is at 4 Osprey Close, Norton, Stockton On Tees, TS20 1SE, and its principal trading address is 34 Falcon Court, Preston Farm Business Park, Stockton on Tees, TS18 3TX. The joint administrators can be reached at: Iain Townsend Martyn James Pullin FRP Advisory Trading Limited 1st Floor, 34 Falcon Court Preston Farm Business Park Stockton on Tees, TS18 3TX Tel No: 01642 917555 Alternative contact: Jonathan Dunn Email: Jonathan.dunn@frpadvisory.com GRAYTON GROUP: KPMG Appointed as Joint Administrators ----------------------------------------------------- Grayton Group Holdings Ltd, previously known as RDCP Investments 31 Ltd, was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court No. CR-2025-008186, and James Neill and John Donaldson of KPMG were appointed as joint administrators on Nov. 20, 2025. Grayton Group Holdings Ltd specialized in activities of other holding companies not elsewhere classified. Its registered office and principal trading address is Ashcombe House, 5 the Crescent, Leatherhead, Surrey, KT22 8DY. The joint administrators can be reached at: James Neill John Donaldson KPMG The Soloist Building 1 Lanyon Place Belfast, BT1 3LP Email: james.neil@kpmg.ie john.donaldson@kpmg.ie Alternative contact: Alex Winch Email: alex.winch@kpmg.ie KINGSROCK JOINERY: FRP Advisory Appointed as Joint Administrators ----------------------------------------------------------------- Kingsrock Joinery Products Ltd was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-008238, and Philip Harris and Neville Side of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 21, 2025. Kingsrock Joinery specialized in joinery installation. Its registered office is Unit A6 Chaucer Business Park, Dittons Road, Polegate, BN26 6QH (in the process of being changed to 4th Floor, Aspect House, 84-87 Queens Road, Brighton, BN1 3XE). Its principal trading address is Unit 6, Churchfields Business Centre, Sidney Little Road, St Leonards-on-Sea, TN38 9AU. The joint administrators can be reached at: Philip Harris Neville Side FRP Advisory Trading Limited 4th Floor, Aspect House, 84-87 Queens Road Brighton, BN1 3XE Further details contact: The Joint Administrators Telephone No: 01273 916666 Email: cp.brighton@frpadvisory.com Alternative contact: Donna Kirby MIX-N-LAY CONCRETE: Moorfields Appointed as Joint Administrators ---------------------------------------------------------------- Mix-N-Lay Concrete Supplies (Southern) Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court No. 007892 of 2025, and Michael Solomons and Andrew Pear of Moorfields were appointed as joint administrators on Nov. 21, 2025. Mix-N-Lay Concrete Supplies (Southern) Limited specialized in concrete supply. Its registered office is at 325 Wingletye Lane, Hornchurch, RM11 3BU. Its principal trading address is 9 Lamson Road, Rainham, Essex, RM13 9YY. The joint administrators can be reached at: Michael Solomons Andrew Pear Moorfields 82 St John Street London, EC1M 4JN Telephone No: 020 7186 1144 For further information contact: Nicola Brown Moorfields Tel. No: 020 7549 2916 Email: Nicola.Brown@moorfieldscr.com PEOPLECERT WISDOM: Fitch Alters Outlook on 'B+' IDR to Negative --------------------------------------------------------------- Fitch Ratings has revised the Outlook on PeopleCert Wisdom Limited's Long-Term Issuer Default Rating (IDR) to Negative from Stable and affirmed the IDR at 'B+'. Fitch has assigned PeopleCert Wisdom Issuer plc's planned EUR300 million senior secured notes an expected rating of 'BB-(EXP)' with a Recovery Rating 'RR3'. The Negative Outlook reflects volatile trading conditions and leverage exceeding its sensitivities due to the debt-funded acquisition of the commercial operations of City & Guilds. The margin dilution from this acquisition is significant, and execution risks remain, despite PeopleCert's record in prior M&A integration. Successful delivery of planned synergies could reduce leverage to within sensitivities by 2027, supporting a revision of the Outlook back to Stable. The IDR reflects steady revenue growth and robust through-the-cycle profitability - including solid free cash flow (FCF) generation. Constraints include modest scale and possible revenue volatility until the shift toward a more subscription-led model progresses. Key Rating Drivers Weak Current Trading; Moderate Improvement: Following recent trading softness, Fitch expects low to mid-single digit growth for core exam revenue over the next two-three years, supported by the successful refresh cycle of core frameworks and a recovery in language testing demand. PeopleCert underperformed its prior expectations in 9M25, with revenue down 7% year-on-year, and the EBITDA margin down to 51.3% from 55.8%. The underperformance largely reflects cyclical pressures and legacy issues across its core portfolio. The PRINCE2 and ITIL frameworks are approaching the end of their update cycle amid a weaker macro backdrop and LanguageCert has been particularly affected by lower migration flows and softer global demand for language testing. Performance weakness was concentrated in 1H25, and 3Q showed a strong rebound compared with last year. Successful Refinancing Expected: Fitch expects PeopleCert will be able to refinance its existing EUR300 million senior secured notes due 2026 with a like-for-like instrument maturing in 2031, reducing near-term refinancing risk. In addition, the company secured an increased EUR50 million revolving credit facility alongside a EUR150 million term loan used to fund the City & Guilds acquisition, providing an additional liquidity buffer. Together, these actions should strengthen the capital structure, extend debt maturities, and support financial flexibility through the integration period. Debt-funded Acquisition Affects Leverage: Following the acquisition of City & Guilds, funded with a five-year EUR150 million term loan and cash on balance sheet, Fitch expects EBITDA gross leverage of 4.7x in 2026, which is slightly outside the downgrade threshold. Fitch expects EBITDA leverage to gradually return within sensitivities by 2027 as margins expand and synergies materialise. However, delays in integration or softer earnings could keep leverage high, resulting in downside risks to the rating. Integration Record; Execution Risks Remain: PeopleCert successfully integrated AXELOS in 2021, showing it was able to deleverage successfully. However, Fitch still sees execution risk as City & Guilds is brought into the existing operations. Fitch expects the company to realise some cost synergies, but uncertainties around the timing of cost and revenue synergies amid a softer training and certification demand environment will need careful management to limit downside risk. Fitch views the transaction as strategically sound but highly execution-dependent, warranting close monitoring through to 2026. Acquisition Supports Scale, Moderates Margins: Fitch expects City & Guilds to add around GBP175 million of revenue in 2026 and approximately GBP16 million of EBITDA, indicating a margin of about 9%. City & Guilds operates with thin margins given its staff-intensive, historical non-profit corporate profile, resulting in its expectation that EBITDA will decline to around 28%, before improving to above 31% by 2029 as the company delivers on cost synergies. The transaction will modestly enhance scale over time and broaden revenue diversification, while maintaining a trajectory toward margin recovery and sustained deleveraging. FCF To Remain Strong: Fitch expects PeopleCert's FCF margin to remain solid over the rating horizon, but lower than in prior years. Fitch projects mid-single-digit FCF margins, progressing towards approximately 10% in 2027. Strong cash generation, underpinned by high EBITDA margins in the IP-driven business model and partly discretionary capex, will support deleveraging capacity and financial flexibility, which are key anchors for the 'B+' IDR. Diversification to Improve: After the acquisition of City & Guilds, there is potential for stronger product diversification and increased cross-selling opportunities for PeopleCert. City & Guilds vocational assessment and awards business is complementary to PeopleCert's existing portfolio and broadens the offering without directly competing with current products, reinforced by a strong presence in apprenticeships. Together, these factors should bolster revenue resilience and support the company's growth and rating profile. Peer Analysis PeopleCert's net leverage is lower than that of typical 'B' rated peers, with a more visible path to deleveraging. Profitability remains strong, underpinned by ownership of IP for key certifications and expansion into the high-margin language-testing market. The EBITDA margin has moderated following the City & Guilds acquisition, but it remains robust on an absolute basis. The company compares favourably with Fitch-rated LBOs and speculative-grade peers across business services and education. Among education peers, which have a different business risk profile than PeopleCert, Global University Systems Holding B.V. (GUSH, B/Rating Watch Positive) offers greater scale but operates with higher leverage and lower EBITDA margins. IP- and content-led platforms such as Mediawan Holdings SAS (B/Stable) and Asmodee Group AB (BB-/Stable) have comparable dynamics, however, they also carry higher leverage alongside broader scale and diversification. PeopleCert also has parallels with enterprise resource planning-focused LBO peers such as Teamsystem S.p.A. (B/Stable) and Unit4 Group Holding B.V. (B/Stable). These providers benefit from diversified customer bases and subscription-led models that reduce business risk, despite their exposure to higher competition, although both have higher leverage. PeopleCert's IP-led portfolio could shift further toward a subscription model, improving revenue visibility and moving closer to the profiles of Teamsystem Fitch’s Key Rating-Case Assumptions - Revenue growth of around 17% in 2025 and 105% in 2026 as a result of the City & Guilds acquisition, low single-digit growth thereafter - EBITDA margin to decline to 28% by 2026, improving to 31% by 2029 - Working capital outflows of between 0.1% and 2.1% of revenue a year to 2029 - Capex intensity of between 6%-9% between 2026-2029 - Dividends of between GBP7 million to GBP8 million a year to 2029 Recovery Analysis The recovery analysis assumes that PeopleCert would remain a going concern (GC) in distress, rather than be liquidated in a default. Most of its value is derived from its portfolio of certification brands, IP rights, and goodwill from relationships with clients and training organisations. Its IP rights portfolio is not part of the secured collateral, but negative-pledge clauses are present in the senior secured notes documentation. Its analysis assumes a GC EBITDA of around GBP52.5 million (previouslyGBP40 million). This GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganisation EBITDA upon which it bases the valuation of the company. Financial distress may arise from increased competition in the qualifications industry, either from established peers or new entrants as well as from material disruptions in the languages certification segment. This could include a decline in the international prestige and applicability of qualifications such as ITIL or PRINCE2, which may reduce its pricing power. This would erode both revenue and margins, affecting leverage. Post-restructuring, PeopleCert may be acquired by a larger company to integrate its IP portfolio and clients into an existing platform. Its recovery calculations include PeopleCert's fixed-rate senior secured notes for the sterling equivalent of EUR300 million. The capital structure also includes a committed EUR50 million revolving credit facility (RCF), and a EUR150 million term loan. According to its criteria, Fitch considers the RCF as fully drawn in the event of distress. Fitch applies an enterprise value multiple of 5.5x to the post-restructuring GC EBITDA. The EV reflects the value of IP and a solid cash flow profile. It is 0.5x better than the median for media companies, such as Subcalidora, and aligns with Global University Systems and InfoproDigital. Its waterfall analysis generated a ranked recovery in the 'RR3' band, after deducting 10% for administrative claims. This indicates a 'BB-' senior secured debt rating and a 'BB-(EXP)' rating for the planned debt issue with a Recovery Rating of 'RR3'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-defined EBITDA gross leverage above 4.5x on a sustained basis, driven by a lower number of exams taken and weak pricing affecting profitability - EBITDA interest coverage below 2.5x on a sustained basis - Reduction in FCF margin to low-single digits on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch-defined EBITDA stabilising at over GBP100 million through the cycle following organic growth or acquisitions - Fitch-defined EBITDA gross leverage below 3.5x on a sustained basis - EBITDA interest coverage above 3.5x on a sustained basis - Improvements in the business model including acquisition of new IP rights or evolution towards a subscription revenue base Fitch could revise the Outlook to Stable on Fitch-defined gross leverage sustained below 4.5x, driven by evidence of an improving EBITDA through the realisation of cost related synergies and voluntary debt repayment Liquidity and Debt Structure PeopleCert reported a cash balance of GBP111.8 million at end-3Q25 supplemented by a EUR50 million RCF. Fitch expects liquidity to remain comfortable, supported by mid- to high-single-digit positive FCF over the rating horizon, while the successful refinancing of the 2026 senior secured note will alleviate near-term refinancing risks. Issuer Profile PeopleCert provides learning and technology products to a variety of training organisations, employers, government bodies and individual professionals globally. Its product portfolio comprises ITIL, PRINCE2, DevOps Institute, LANGUAGECERT and City & Guilds. 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 ----------- ------ -------- ----- PeopleCert Wisdom Issuer plc senior secured LT BB-(EXP) Expected Rating RR3 senior secured LT BB- Affirmed RR3 BB- PeopleCert Wisdom Limited LT IDR B+ Affirmed B+ RATTAN DIRECT: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------- Rattan Direct Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies List (ChD), Court No. CR-2025-MAN-001629, and Simon Farr and Martyn Rickels of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 21, 2025. Rattan Direct Ltd specialized in retail sale via mail order houses or via Internet. Its registered office is at Dalton Pace, 29 John Dalton Street, Manchester, M2 6FW (to be changed to c/o FRP Advisory Trading Limited, 4th Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB. Its principal trading address is Dalton Pace, 29 John Dalton Street, Manchester, M2 6FW. The joint administrators can be reached at: Simon Farr Martyn Rickels FRP Advisory Trading Limited 4th Floor, Abbey House 32 Booth Street Manchester, M2 4AB Telephone No: 0161 833 3344 Alternative contact: Ben Smith Email: Ben.Smith@frpadvisory.com RELEAF HOLDING: FRP Advisory Appointed as Joint Administrators -------------------------------------------------------------- Releaf Holding Ltd was placed into administration proceedings in the High Court of Justice, Court Number CR-2025-007948, and David Hudson and Paul David Allen of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 11, 2025. Releaf Holding Ltd was a holding company. Its registered office is at 19-20 Bourne Court, Southend Road, Woodford Green, IG8 8HD to be changed to C/O FRP Advisory Trading Ltd, 110 Cannon Street, London, EC4N 6EU. Its principal trading address is 19-20 Bourne Court, Southend Road, Woodford Green IG8 8HD. The joint administrators can be reached at: David Hudson Paul David Allen FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU Tel No: 020 3005 4000 Alternative contact: Megan Sanghera Email: cp.london@frpadvisory.com VISIONS EVENT: Oury Clark Appointed as Joint Administrators ----------------------------------------------------------- Visions Event Solutions Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-007897, and Nick Parsk and Carrie James of Oury Clark Chartered Accountants were appointed as joint administrators on Nov. 21, 2025. Visions Event Solutions Ltd was an exhibition and fair organizer. Its registered office is at c/o Oury Clark Chartered Accountants, Herschel House, 58 Herschel Street, Slough, SL1 1PG. Its principal trading address is Unit 2 Maxx House, Western Road, Bracknell, RG12 1QP. The joint administrators can be reached at: Nick Parsk Carrie James Oury Clark Chartered Accountants Herschel House 58 Herschel Street Slough, SL1 1PG Telephone No: 01753 551 111 Further details contact: The Joint Administrators Oury Clark Chartered Accountants Email: IR@ouryclark.com Alternative Contact: Emma Admans =============== X X X X X X X X =============== [] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures -------------------------------------------------------------- Bailout: An Insider's Account of Bank Failures and Rescues Author: Irvine H. Sprague Publisher: Beard Books Soft cover: 321 pages List Price: $34.95 Order your personal copy at https://ecommerce.beardbooks.com/beardbooks/bailout.html No one is more qualified to write a work on this subject of bank bailouts. Holding the positions of chairman or director of the Federal Deposit Insurance Corporation (FDIC) during the 1970s and 1980s, one of Sprague's most important tasks was to close down banks that were failing before they could cause wider damage. The decades of the 1970s and '80s were times of high interest rates for both depositors and borrowers. Rates for depositors at many banks approached 10%, with rates for loans higher than that. The fierce competition in the banking industry to offer the highest rates to attract and keep depositors caused severe financial stress to an unusually high number of banks. Having to pay out so much in interest to stay competitive without taking in much greater deposits was straining the cash and other assets of many banks. The unprecedented high interest rates also had the effect of reducing the number of loans banks were giving out. There were not so many borrowers willing to take on loans with the high interest rates. With the disruptions in their interrelated deposits and loans, many banks began to engage in unprecedented and unfamiliar financial activities, including investing in risky business ventures. As well as having harmful effects on local economies, the widely reported troubles of a number of well-known and well-respected banks were having a harmful effect on the public's confidence in the entire banking industry. Sprague along with other government and private-sector leaders in the banking and financial field realized the problems with banks of all sizes in all parts of the country had to be dealt with decisively. Action had to be taken to restore public confidence, as well as prevent widespread and long-lasting damage to the U.S. economy. Sprague's task was one of damage control largely on the blind. The banking industry, the financial community, and the government and the public had never faced such a large number of bank failures at one time. The Home Loan Bank Board for the savings-and-loans associations had allowed these institutions to treat goodwill as an asset in an effort to shore up their deteriorating financial situations with disastrous results for their depositors and U.S. taxpayers. Such a desperate stratagem only made the problems with the savings-and-loans worse. The banks covered by the FDIC headed by Sprague were different from these institutions. But the problems with their basic business of deposits and loans were more or less the same. And the cause of the problem was precisely the same: the high interest rates. Faced with so many bank failures, Sprague and the government officials, Congresspersons, and leaders he worked with realized they could not deal effectively with every bank failure. So one of their first tasks was to devise criteria for which failures they would deal with. Their criteria formed what came to be known as the "essentiality doctrine." This was crucial for guidance in dealing with the banking crisis, as well as for explanation and justification to the public for the government agency's decisions and actions. Sprague's tale is mainly a "chronicle [of] the evolution of the essentiality doctrine, which derives from the statutory authority for bank bailouts." The doctrine was first used in the bailout of the small Unity Bank of Boston and refined in the bailouts of the Bank of the Commonwealth and First Pennsylvania Bank. It then came into use for the multi-billion dollar bailout of the Continental Illinois National Bank and Trust Company in the early 1980s. Continental's failure came about almost overnight by the "lightening-fast removal of large deposits from around the world by electronic transfer." This was another of the unprecedented causes for the bank failures Sprague had to deal with in the new, high-interest, world of banking in the '70s and '80s. The main part of the book is how the essentiality doctrine was applied in the case of each of these four banks, with the especially high-stakes bailout of Continental having a section of its own. Although stability and reliability have returned to the banking industry with the return of modest and low interest rates in following decades, Sprague's recounting of the momentous activities for damage control of bank failures for whatever reasons still holds lessons for today. For bank failures inevitably occur in any economic conditions; and in dealing with these promptly and effectively in the ways pioneered by Sprague, the unfavorable economic effects will be contained, and public confidence in the banking system maintained. As chairman or director of the FDIC for more than 11 years, Irvine H. Sprague (1921-2004) handled 374 bank failures. He was a special assistant to President Johnson, and has worked on economic issues with other high government officials. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *