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       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

          Monday, December 8, 2025, Vol. 26, No. 244

                           Headlines



C R O A T I A

ZAGREBACKI HOLDING: S&P Alters Outlook to Pos., Affirms 'BB' ICR


F I N L A N D

AHLSTROM HOLDING 3: Fitch Affirms B+ LongTerm IDR, Outlook Negative


F R A N C E

ELSAN: S&P Downgrades ICR to 'B' on Tougher Operating Environment
EUTELSAT COMMUNICATIONS: Moody's Raises CFR to Ba3, Outlook Stable


G E R M A N Y

INNIO GROUP: S&P Withdraws 'B+' ICR on Change of Group Structure


G R E E C E

EUROBANK HOLDINGS: S&P Places 'BB+/B' ICRs on CreditWatch Positive


I R E L A N D

ADAGIO IV: Fitch Assigns 'B-sf' Final Rating to Class F-RR Notes
ARES EUROPEAN XXIII: S&P Assigns B- (sf) Rating to Class F Notes
BARINGS EURO 2025-1: S&P Assigns BB- (sf) Rating to Class E Notes
BROOM HOLDINGS: Moody's Rates New EUR705MM Secured Term Loan 'B2'
MADISON PARK XVI: Moody's Affirms B3 Rating on EUR14.85MM F Notes

NORTH WESTERLY VI: S&P Assigns Prelim B- (sf) Rating to F-R Notes
PENTA 12: Fitch Assigns 'B-sf' Final Rating to Class F-R-R Notes


I T A L Y

FABBRICA ITALIANA: Fitch Affirms 'B' LongTerm IDR, Outlook Positive
YOUNI ITALY 2025-2: Fitch Assigns BB-sf Final Rating to Cl. E Notes


N E T H E R L A N D S

FAIRBRIDGE 2025-1: S&P Assigns CCC (sf) Rating to Class X2 Notes


P O R T U G A L

LUSITANO MORTGAGES NO. 6: S&P Affirms 'CCC (sf)' Rating on E notes


S P A I N

EROSKI S. COOP: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
EROSKI S. COOP: S&P Raises ICR to 'BB-' on Completed Refinancing
LORCA TELECOM:S&P Ups Long-Term ICR to 'BB+', Keeps Watch Pos.


S W I T Z E R L A N D

CONSOLIDATED ENERGY: Moody's Cuts CFR to Caa1 & Secured Debt to B3


T U R K E Y

ZIRAAT KATILIM: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable


U N I T E D   K I N G D O M

FERREXPO PLC: S&P Withdraws 'CCC/C' Issuer Credit Ratings
MAISON BIDCO: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable

                           - - - - -


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C R O A T I A
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ZAGREBACKI HOLDING: S&P Alters Outlook to Pos., Affirms 'BB' ICR
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S&P Global Ratings revised its outlook on Zagreb-based diversified
utility Zagrebacki Holding d.o.o. (ZGH) to positive from stable and
affirmed its 'BB' long-term issuer credit rating. The rating
results from a combination of ZGH's 'b-' stand-alone credit profile
(SACP) and its view of a very high likelihood of government support
from Zagreb.

ZGH will continue to execute its strategy with the operational
improvements of its key services including waste, water management,
and public services, as well as the gas distribution network.

S&P expects operational improvements and continuous support from
its owner, the City of Zagreb should translate into a sustainable
EBITDA growth to about EUR105 million in 2026, from EUR66 million
in 2023. This will likely lead to adjusted funds from operations
(FFO) to debt of slightly above 12% in 2026, up from 6.0% in 2023
and 8.6% in 2024.

The positive outlook indicates S&P's expectation that ZGH will
continue to improve its profitability on the back of operational
improvements in its water and waste management divisions and price
increases of public services. That will likely lead to adjusted
EBITDA margin of 11%-12% and FFO to debt of slightly above 12% by
2026.

A positive EBITDA trajectory and successful execution of the
company's strategy remain key rating factors. In 2025, the company
implemented price increases of about 10% in municipal services such
as landscaping and road maintenance. S&P said, "Following revenue
growth in some business areas including waste disposal,
landscaping, and maintenance, and reconciliation of waste
management tariffs toward Zagreb with market inputs, we now project
ZGH's adjusted EBITDA of EUR99 million in 2025, after EUR84 million
in 2024 and EUR66 million in 2023. This corresponds to an increase
in S&P Global Ratings-adjusted EBITDA margin to 11%-12% in 2025,
from 8.8% in 2023. Lower cash interest paid, combined with earnings
expansion, should support the company's FFO to debt of slightly
above 12% in 2025. We also note that about 10% of ZHG's S&P Global
Ratings-adjusted debt consists of leases that are paid by Zagreb
and Croatia."

ZGHs investment plan should translate into additional growth and
operational improvements in the medium term. ZGH, in cooperation
with Zagreb, will proceed with its EUR800 million gross investment
plan by 2030 to improve Zagreb's infrastructure and public
services. Investments will focus on improvements of waste
management and the upgrade of water and gas distribution
infrastructure, machinery and equipment for communal city services.
Although S&P assumes that the costs of the Zagreb project will be
largely financed by EU funds, in its base case S&P has included an
increase in capital expenditure (capex) for ZGH to EUR75
million-EUR80 million annually.

The company's liquidity position has considerably improved. S&P
said, "We note the company's balance sheet has strengthened with a
track record of sizable cash balance (EUR100 million-EUR120
million) over the last 12 months and a shift to a long-term debt
maturity profile. In October this year, ZGH signed a new club loan
of EUR131 million with maturity of eight years and repaid EUR137
million of outstanding long-term loans. The company received a
2.33% fixed rate on the new loan, which should lower interest cost
from 2026. Now, the closest maturity that the company will face is
its EUR305 million bond due in July 2028. We expect the company
will address this maturity in a timely manner."

S&P said, "The positive outlook indicates our expectation of ZGH
improving its profitability on the back of price increases of
public services and operational improvements in its water and waste
management divisions thanks to successful execution of the
company's strategy. That will likely lead to adjusted EBITDA margin
of 10%-12% and FFO to debt of slightly above 12% by 2026.

"We could revise the outlook to stable if our expectation of
improving profitability and credit metrics no longer holds. This
could stem from operational efficiencies not materializing or
personnel and administrative cost increases negatively offsetting
the effects from cost efficiencies achieved.

"We could raise our rating if the company continues its track
record of improving earnings and operating efficiency, leading to
FFO to debt of above 12% on a sustainable basis."




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AHLSTROM HOLDING 3: Fitch Affirms B+ LongTerm IDR, Outlook Negative
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Fitch Ratings has affirmed Finland-based diversified industrial
group Ahlstrom Holding 3 Oy's Long-Term Issuer Default Rating (IDR)
at 'B+' with Negative Outlook. Fitch has also affirmed its senior
secured instrument ratings at 'B+' with a Recovery Rating of
'RR4'.

The rating affirmation reflects continuing high leverage and
moderate free cash flow (FCF) generation, balanced by a supportive
business profile, including its strong positions in several
end-markets and robust geographical diversification, solid earnings
margins and healthy liquidity.

The Negative Outlook reflects high risk to timely deleveraging,
which is crucial for maintaining the rating. Fitch continues to
expect gross leverage to remain above the downgrade sensitivity of
5.5x at end-2025 and end-2026, before improving to under 5.5x by
end-2027. Failure to do so will likely result in a downgrade,
especially if driven by capital allocation decisions.

Key Rating Drivers

Leverage Still High for Rating: Fitch expects Ahlstrom's gross
leverage to reach 6.6x at end-2025, above the downgrade sensitivity
of 5.5x, as a result of its debt-funded acquisition of Stevens
Point in mid-2025 and a EUR60 million add-on to its term loan B
(TLB) in 4Q25. Gross leverage will be 6.3x, after adjusting for the
full year's earnings contribution from Stevens Point. A lack of
deleveraging, either due to slow EBITDA growth or further
opportunistic debt raisings, in the short term will lead to a
downgrade.

Weak Demand but Margins Improving: Fitch expects weakness in volume
to continue in 4Q25, with a visible recovery only likely in 2026.
Nevertheless, Fitch expects the Fitch-adjusted EBITDA margin to
gradually improve to 16.4% in 2026, from 14.2% in 2024, and to
above 17% in 2027, supported by pricing, cost-savings initiatives
and the Stevens Points acquisition with some recovery in volumes.

Acquisition to Boost Growth: Ahlstrom's USD600 million debt-funded
acquisition of Stevens Point, a US provider of premium solutions in
food, consumer packaging, and e-commerce, in 2Q25, is already
contributing to EBITDA margin enhancement, which Fitch expects to
continue in the near term. Fitch expects the acquisition to add
EUR300 million in revenue and EUR80 million in EBITDA a year.

Strong FCF Improvement Expected: Fitch anticipates a material
increase in free cash flow (FCF) generation in the short to medium
term, after it previously underperformed its expectation. This will
be driven by higher underlying EBITDA margins, reflecting the
completed restructuring, a stabilisation of working-capital flows,
lower capex and a significant reduction in one-off restructuring
and transformation cash costs by 2026.

Solid Business Profile: Ahlstrom's business profile supports its
rating, based on its strong position in a high number of niche
markets and its solid geographical and end-market diversification.
It has some exposure to cyclical end-markets, such as automotive,
trucks, building materials and industrial applications. However,
this is mitigated by its limited exposure to new vehicle
production, offering of sustainable fibre-based materials and high
exposure - above 50% of sales - to non-cyclical and resilient
applications.

Peer Analysis

Ahlstrom's business profile is close to that of investment-grade
peers such as KION GROUP AG (BBB/Stable), reflecting solid market
positions, strong diversification and exposure to non-cyclical end
markets.

Ahlstrom's EBITDA margins of 14%-16% are weaker than those of INNIO
Holding GmbH (B+/Stable) and Irel Bidco S.a.r.l. (B+/Rating Watch
Negative), and the similarly sized ams-OSRAM AG (B/Stable), but
also bigger TK Elevator Holdco GmbH (B/Stable). This is mainly an
effect of Ahlstrom's position in the value chain as a producer of
the fibre-based material used in end-products, and not of the
product itself. Ahlstrom's FCF is better than that at Irel and
lower rated peers.

Ahlstrom has comparable EBITDA leverage at above 6x with Flender
International GmbH (B/Stable) and Purmo Group Holdings Limited
(B+/Stable). Fitch expects Ahlstrom's pace of deleveraging during
2026 to be comparable with that of Flender and TK Elevator.

Recovery Analysis

The recovery analysis assumes that Ahlstrom would be restructured
as a going concern rather than liquidated in a default.

Fitch applies a distressed enterprise value (EV)/EBITDA multiple of
5.5x to calculate its going-concern EV, reflecting Ahlstrom's
strong market positions and solid diversification in end-markets,
products and geography.

Fitch assumes a going-concern EBITDA of EUR340 million after its
acquisitions in 2025. Fitch believes the going-concern EBITDA
reflects a financial profile after restructuring with low
profitability, reduced capex and neutral-to-negative cash flow
generation.

The total EV available for claims is reduced by administrative
claims and its adjustment for the use of recourse and non-recourse
factoring of about EUR360 million.

The debt consists of about EUR1.6 billion in TLB (including the
add-on of EUR60 million), EUR629 million notes, a EUR325 million
revolving credit facility, bank debt of EUR168 million and a recent
USD600 million TLB. These assumptions result in a 'RR4' for the
senior secured instrument rating, resulting in an equal instrument
rating with the IDR.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- An aggressive capital structure policy leading to EBITDA leverage
above 5.5x

- EBITDA interest coverage below 3.0x

- FCF margin below 1%

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- EBITDA leverage below 4.5x

- EBITDA interest coverage above 4.0x

- FCF margin above 2%

Liquidity and Debt Structure

Ahlstrom's readily available cash was around EUR110 million at
end-3Q25, after Fitch adjustments of about EUR76 million for
restricted cash and offshore cash, and EUR59 million for intra-year
working capital changes. Liquidity is supported by a committed
revolving credit facility of EUR325 million, maturing in June 2027,
and by expected positive FCF from 2025.

The company's debt structure is diversified and consists of TLBs of
EUR1,077 million and USD523 million, and senior secured notes of
EUR350 million and USD305 million, plus the recent USD600 million
TLB to finance the Stevens Points acquisition. The notes and US
dollar TLB mature in 2028, while the new US dollar TLB and the euro
TLB with add-on mature in 2030.

Issuer Profile

Ahlstrom is a global leader in manufacturing specialty fibre-based
materials with a wide range of uses in sectors like industrial
applications, filtration and food packaging.

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
   -----------                 ------         --------   -----
Ahlstrom Holding 3 Oy    LT IDR B+  Affirmed             B+

   senior secured        LT     B+  Affirmed    RR4      B+

Spa US Holdco, Inc.

   senior secured        LT     B+  Affirmed    RR4      B+



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ELSAN: S&P Downgrades ICR to 'B' on Tougher Operating Environment
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S&P Global Ratings lowered its long-term issuer credit rating on
French private hospital operator Elsan to 'B' from 'B+' and its
issue-level rating on the company's senior secured credit
facilities to 'B' from 'B+'. The '3' recovery rating on the debt is
unchanged.

The stable outlook indicates that S&P expects Elsan to benefit from
progressive, if uncertain, reforms to the French health care system
and an eventually more stable operating environment.

S&P said, "The downgrade reflects our expectation that Elsan's
credit metrics will remain under pressure through 2025 and 2026 in
light of tough operating conditions and the uncertain regulatory
environment for French private hospital operators . We think
continued inflation, including with personnel costs, and the
phase-out of some state support mechanisms, notably the
cancellation of the minimum revenue guarantee (MRG) in 2025,
weighed on the group's operating performance compared with 2024,
despite the gradual recovery in volumes. If we restate the MRG in
2024, the group's profitability improved slightly. We understand
that Elsan aims to offset inflationary stress by embarking on an
efficiency program that includes increasing adjacent
margin-accretive activities, savings in energy consumptions and
renegotiation of supplier contracts. The group also intends to
close or merge some underused services within clinics and will
continue its large projects of mergers of clinics withing regional
clusters to benefit from scale effect and be more attractive to
both patients and practitioners. Overall, we expect the group's
adjusted EBITDA margin to remain near 16.4%- 16.5% in 2025 and
2026, translating into adjusted leverage slightly above 7x, up from
our previous base-case forecast of closer to 6.5x.

"In our view, Elsan's lack of geographical diversification and full
exposure to the French regulatory system increase single payor and
regulatory risk. We think the stability of support to French
private hospital has become less predictable than in previous years
in light of France's budgetary constraints and unstable political
environment. Political instability could lead to delays in policy
execution regarding financial support measures to private hospital
operators. France's political situation and budgetary constraints
create uncertainty that could affect the discussions between the
sector and the French government. For instance, there is still no
formal multiyear agreement regarding rates to customers, which
reduces revenue predictability. We incorporate this uncertainty in
our credit metric forecasts and do not rule out changes to the
legislation or delays that could have a material impact on
profitability and cash management. Nevertheless, we expect the
French government will continue to support the sector due to its
crucial role in the health care system.

"We expect Elsan's revenue to rise by 5%-6% annually over the next
two years. Despite an uncertain rate framework, the group benefits
from strong volumes in its medicine and surgery activities as well
as complementary activities. These rising levels of activity should
partly offset the lower expected effect from price-setting,
allowing Elsan to benefit from healthy revenue growth. Finally, we
expect revenue should benefit from the recent acquisition of 3G
Santé (outpatient care) in June 2025, and another imaging regional
cluster expected to close by fourth-quarter-end 2025, as the group
expands its operations into imaging services and adjacent sectors.

"We factor no major acquisitions into our base-case scenario. We
assume Elsan will continue to undertake tuck-in acquisitions in
adjacent businesses to further strengthen if portfolio and
consolidate the part of the market that is more value-accretive.
Any major debt-financed acquisition above our base-case scenario
would put significant pressure on the rating, owing to the
already-limited headroom.

"Given that we consider Elsan's asset base to be well invested, we
expect its capital expenditure (capex) to be contained. We forecast
that capex will remain near EUR180 million-EUR190 million in 2025
before slightly decreasing in 2026. This, combined with working
capital improvements, should support free operating cash flow
(FOCF) before leasing of about EUR140 million a year in 2025 and
2026. We do not expect any transformational debt-financed
acquisitions, nor any substantial dividend payments that could
create a drag on cash flows; instead, we understand the group's
priority is to reduce leverage. Failure to maintain leverage in
line with our base-case scenario, or a more-aggressive financial
policy, could cause us to lower the rating.

"The stable outlook indicates that Elsan is likely to benefit from
progressive, albeit uncertain, reforms to the French health care
system and an eventually more stable operating environment. We
expect the group to maintain adjusted debt to EBITDA above 7x over
the next 12-18 months and a fixed-charge coverage ratio approaching
1.5x.

"We could consider lowering the rating if Elsan's operating
performance weakens, such that substantial working capital outflows
or higher capex hamper cash flow or its profitability deteriorates
by more than we assume in our base-case scenario." A downgrade
could occur if:

-- Adjusted debt to EBITDA remains substantially above 7.0x;

-- Adjusted FOCF before finance lease payments is sustainably
negative; or

-- The fixed-charge coverage ratio deteriorates approaching 1.0x.

S&P said, "We could raise the rating if the French health care
system becomes more predictable, assuring stability of revenue
streams or if group significantly expanded its network outside of
France, bringing about geographic diversification and improving its
overall profitability. We could also raise the rating if the
group's adjusted leverage decreases and remains comfortably below
7.0x."


EUTELSAT COMMUNICATIONS: Moody's Raises CFR to Ba3, Outlook Stable
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Moody's Ratings has upgraded to Ba3 from B2 the long-term corporate
family rating and to Ba3-PD from B2-PD the probability of default
rating of Eutelsat Communications SA (Eutelsat), a global satellite
operator. Concurrently, Moody's have assigned a b1 Baseline Credit
Assessment (BCA) to Eutelsat Communications SA. In addition,
Moody's upgraded to Ba3 from B1, the ratings on the senior
unsecured debt instruments issued by its main operating subsidiary
Eutelsat SA, including the EUR600 million senior unsecured notes
maturing in July 2027, the EUR600 million senior unsecured notes
due in October 2028, and the EUR600 million senior unsecured notes
due in April 2029. The outlook on both entities is stable.
Previously, the ratings were on review for upgrade.

This rating action concludes the review for upgrade process
initiated on June 25, 2025, when Eutelsat Communications SA
announced the equity raise.

The rating follows the announcement on November 25, 2025 that the
company launched a EUR670 million rights issue as part of its
EUR1.5 billion capital raise[1]. The reserved issuance, completed
on 21 November, raised EUR828 million at EUR4.00 per share. The
rights offering, expected to raise about EUR670 million at EUR1.35
per share, will run from November 28 to December 09, with rights
trading between November 26 and December 05. Around 71% of the
rights issue is already committed by its core shareholders. As a
result of this two-step capital increase transaction, the French
State (via APE) will become the company's largest shareholder with
a 29.65% stake, while Bharti Space Ltd (17.88%), the UK Government
(10.89%), CMA CGM (7.46%), and FSP (4.99%) will also hold
significant positions.

"The rating action reflects that Eutelsat Communications SA is now
considered a Government-related Issuer (GRI) based on its 29.65%
ownership by the Government of France (Aa3 negative), which
resulted in a one-notch uplift to Eutelsat Communications SA's
Baseline Credit Assessment." says Ernesto Bisagno, a Moody's
Ratings Vice President - Senior Credit Officer and lead analyst for
Eutelsat.

"The rating upgrade also reflects Eutelsat Communications SA
improved credit metrics following the EUR1.5 billion capital
increase" added Mr. Bisagno.

RATINGS RATIONALE

The Ba3 rating combines the company's Baseline Credit Assessment of
b1 with a one-notch uplift due to the expected moderate
extraordinary support from the Government of France, following the
capital increase which will take the French state's stake to
29.65%, and a low default dependence between the two.

France's Agence des Participations de l'Etat (APE), a French public
body created in 2004 that manages the state's equity stakes in
strategic companies, invested approximately EUR749 million in
Eutelsat Communications SA as part of the two step capital
increase. APE will have a golden share at Eutelsat SA level,
granting the French Government special governance rights to
safeguard national sovereignty, particularly in defense and telecom
activities. In addition, APE will appoint three directors in board
out of six non-independent members. The uplift also recognizes the
strategic role of Eutelsat Communications SA for France as well as
its competitive position in the French market.

The b1 BCA reflects Eutelsat Communications SA improved credit
metrics following the EUR1.5 billion two-step capital increase,
with the company's reported net debt to EBITDA to decline to around
2.5x in the fiscal year 2026 in June, a significant improvement
from the 3.9x in the fiscal year 2025. The equity raise also
benefits the company's business profile, as it will allow the
company to continue to invest in the Low Earth Orbit (LEO)
constellation, partially offsetting the technology risk.

The company reiterated its long-term guidance whereby total revenue
should increase towards EUR1.5 billion - EUR1.7 billion by fiscal
year 2029, at a CAGR growth of around 6.6%. The company also
expects EBITDA margin to improve to at least 60%, up from 54.4% in
fiscal 2025, largely driven by the positive contribution of
increased scale.

Based on those assumptions, Moody's expects the company Moody's
adjusted gross debt to EBITDA to improve towards 3.5x in fiscal
year 2027 from 5.0x in 2025, driven by EBITDA improvement and some
debt repayments.

However, Moody's expects the company to generate negative free cash
flow of around - EUR500 million each year on average over 2026-28,
due to a substantial increase in total capital expenditures. Thanks
to the EUR1.5 billion capital increase, the company has largely
pre-funded this need. The company plans to invest EUR2 billion
between 2025 and 2029 to ensure Generation 1 continuity and achieve
global coverage of the LEO constellation, alongside an additional
EUR2 billion from 2028 for the IRIS 2 program.

While the new guidance offers improved visibility into long-term
earnings, the recovery should start materializing beyond 2026. In
addition, Moody's recognizes the company's historical challenges in
consistently meeting its guidance. Furthermore, Eutelsat
Communications SA continues to face risks associated with potential
overcapacity in the satellite industry, which could impact pricing
power and utilization rates. These factors could pose challenges to
achieving the projected growth and margins outlined in the
guidance.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The rating upgrade reflects corporate governance considerations
associated with Eutelsat Communications SA decision to pursue a
more conservative financial policy thanks to the EUR1.5 billion
capital increase, and a lower tolerance for leverage than prior to
the capital increase. Financial strategy and risk management is a
governance consideration under Moody's General Principles for
Assessing Environmental, Social and Governance Risks methodology,
and a driver of the improved Eutelsat's Credit Impact Score (CIS)
to 3 from 4.

LIQUIDITY

As of June 2025, liquidity consisted of EUR518 million cash and
cash equivalents. For fiscal 2026, Moody's expects additional
liquidity sources of EUR1.5 billion related to the capital increase
and approximately EUR600 million from the carve out of Eutelsat's
passive ground infrastructure assets.

In addition, the company had access to a EUR450 million revolving
credit facility (RCF) at Eutelsat SA maturing in April 2027 (plus
two extension options at lenders' discretion) and to a EUR100
million RCF at Eutelsat Communications SA due in June 2027, both
fully undrawn in June 2025.

Moody's expects the company to generate negative cash flow of
around - EUR500 million each year on average over 2026-28 which
will be more than offset by those liquidity sources. The next
maturities include the EUR400 million term loan due in June 2027
and the EUR600 million senior unsecured bond due in July 2027.

In parallel with the two-step capital increase and as part of its
financing strategy, Eutelsat Communications SA has entered into
agreements with its banks to refinance its syndicated bank debt
facilities through a EUR500 million revolving credit facility and a
EUR400 million term loan, each with an initial three-year maturity
and two one-year extension options. The agreements are subject to
the successful completion of a bond issuance by Eutelsat
Communications SA and other customary closing conditions.

Eutelsat SA's access to committed bank facilities is restricted by
a net leverage covenant set at net debt/EBITDA below 4.0x for both
the facilities at the Eutelsat SA and at Eutelsat Communications
SA. Moody's expects sufficient headroom over the next 12 months,
particularly considering the healthier cash position following the
closing of the transactions.

STRUCTURAL CONSIDERATIONS

Eutelsat SA is the main operating company of the Eutelsat
Communications SA group. Moody's have the Ba3 CFR at Eutelsat
Communications SA. The Ba3 rating on Eutelsat SA's senior unsecured
notes is aligned with the company's CFR. This reflects Moody's
expectations that the majority of debt currently at Eutelsat SA
will be progressively refinanced at the Eutelsat Communications SA
level, despite the presence of EUR400 million of structurally
subordinated debt at Eutelsat SA level.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Eutelsat
Communications SA will be able to stabilize its earnings profile
over the next 12 to 18 months, primarily supported by the ramp-up
of its Low Earth Orbit (LEO) operations through OneWeb as well the
stronger contribution from the government services.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade would require a substantial improvement in Eutelsat
Communications SA operating performance driven by a combination of
revenue and earnings growth, enhanced free cash flow generation,
and robust liquidity. Quantitatively, a rating upgrade would
require its Moody's-adjusted gross debt/EBITDA ratio to improve
below 4.0x and an EBITDA margin above 55% on a sustained basis.

Rating pressure would develop if Eutelsat Communications SA
operating performance fails to improve, causing its
Moody's-adjusted gross debt/EBITDA ratio to trend to above 5.0x on
a sustained basis, or if its liquidity deteriorates.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Communications
Infrastructure published in September 2025.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

COMPANY PROFILE

Eutelsat Communications SA is a leading global satellite operator
headquartered in France, providing connectivity and broadcast
services worldwide through an integrated fleet of geostationary
(GEO) and Low Earth Orbit (LEO) satellites. The company's fleet of
34 geostationary satellites and 634 LEO satellites reaches more
than 150 countries in Europe, Africa, Asia and the Americas. In
fiscal year 2025, the company generated EUR1.2 billion revenues and
adjusted EBITDA of EUR676 million.



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INNIO GROUP: S&P Withdraws 'B+' ICR on Change of Group Structure
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S&P Global Ratings withdrew its 'B+' issuer credit rating on INNIO
Group Holding GmbH at the issuer's request. The rating outlook was
stable at the time of the withdrawal.

S&P said, "We withdrew the rating following the completion of the
group's financing transaction, in which the newly incorporated
INNIO Holding GmbH issued a term loan to fund a dividend
recapitalization. INNIO Holding was established as the new parent
company in the group's structure. We now view INNIO Holding as the
ultimate parent of the INNIO group."




===========
G R E E C E
===========

EUROBANK HOLDINGS: S&P Places 'BB+/B' ICRs on CreditWatch Positive
------------------------------------------------------------------
S&P Global Ratings placed its 'BB+/B' long-term local currency
issuer credit ratings on Eurobank Holdings on CreditWatch with
positive implications. At the same time, S&P affirmed its
'BBB-/A-3' long- and short-term issuer credit rating ratings on
Eurobank S.A. and maintained the stable outlook.

Eurobank S.A. and Eurobank Holdings announced that their
extraordinary general meeting had approved the merger agreement,
based on which Eurobank S.A. will absorb Eurobank Holdings.

Upon completion of the merger, Eurobank Holdings' current
structural subordination to Eurobank S.A., which explains S&P's
comparatively lower ratings on the former, would disappear.

On Dec. 3, 2025, the Eurobank extraordinary general meeting
approved the merger agreement, based on which Eurobank S.A. will
absorb Eurobank Holdings. The merger supports Eurobank's strategic
goals by simplifying its corporate structure to boost efficiency
and flexibility. Maintaining two separate entities no longer serves
a meaningful operational or regulatory purpose as the bank's clean
up and restructuration have come to an end. As the surviving
entity, Eurobank S.A. will assume all the assets and liabilities of
Eurobank Holdings, which are predominantly issued capital
instruments.

The current structural subordination of Eurobank Holding's
creditors to those of Eurobank S.A. will be eliminated. The merger
of the two entities means the dissolution of the holding company
and the transfer of its assets and liabilities to the operating
bank, thus eliminating the structural subordination of the holding
company's debt relative to the operating company. This would lead
to a one-notch upgrade of Eurobank Holdings, the ratings on which
subsequently will be withdrawn.

S&P was already consolidating its assessment of the group,
including Eurobank Holdings, and we thus expect the merger to
result in minimal changes to Eurobank S.A.'s financials, if any.

The stable outlook on Eurobank S.A. reflects our view that it will
preserve its credit profile over the next 18-24 months, supported
by Greece's benign economic environment.

S&P could lower the long-term rating on Eurobank S.A. if:

-- Aggressive dividend payouts, weakening earnings capacity, or
further acquisitions lead to a pronounced drop in the bank's
risk-adjusted capital below the 7% threshold;

-- S&P sees credit risks building as a result of rapid lending
growth; or

-- The integration of recent acquisitions Hellenic Bank, CNP
Insurance Cyprus, and Eurolife Life faces unexpected material
hurdles.

S&P could take a positive rating action if Eurobank S.A.'s strategy
to diversify its revenue streams and to strengthen its market
position in various geographies provides Eurobank S.A. with a
significant competitive advantage over peers while its operating
environment remains supportive. A positive rating action would also
hinge on the successful integration of recently acquired
businesses.




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I R E L A N D
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ADAGIO IV: Fitch Assigns 'B-sf' Final Rating to Class F-RR Notes
----------------------------------------------------------------
Fitch Ratings has assigned Adagio IV CLO DAC reset notes final
ratings, as detailed below.

   Entity/Debt             Rating           
   -----------             ------           
Adagio IV CLO DAC

   X XS3225237851       LT AAAsf  New Rating
   A-RR XS3225238156    LT AAAsf  New Rating
   A-L                  LT AAAsf  New Rating
   B-RR XS3225238313    LT AAsf   New Rating
   C-RR XS3225238586    LT Asf    New Rating
   D-RR XS3225238743    LT BBB-sf New Rating
   E-RR XS3225239048    LT BB-sf  New Rating
   F-RR XS3225239394    LT B-sf   New Rating
   S-1 XS1117288362     LT NRsf   New Rating
   S-2 XS2331323654     LT NRsf   New Rating
   S-3 XS3227306324     LT NRsf   New Rating

Transaction Summary

Adagio IV CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem existing notes and to fund a portfolio
with a target par of EUR400 million. The portfolio is actively
managed by AXA Investment Managers US Inc. The collateralised loan
obligation (CLO) has a 4.6 year reinvestment period and an 8.5-year
weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-calculated
weighted average rating factor (WARF) of the identified portfolio
is 23.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 61.8%.

Diversified Portfolio (Positive): The transaction includes various
portfolio concentration limits, including a top 10 obligor
concentration limit of 20% and a maximum exposure to the three
largest Fitch-defined industries in the portfolio of 40%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction includes four
matrices. Two are effective at closing, corresponding to an
8.5-year WAL, and two are effective one year after closing,
corresponding to a 7.5-year WAL. Each matrix set corresponds to two
different fixed-rate asset limits, at 5% and 10%. Switching to the
forward matrices is subject to the reinvestment target par
condition.

The deal has a 4.6-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed portfolio
with the aim of testing the robustness of the transaction structure
against its covenants and portfolio guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant, to account for structural and reinvestment
conditions after the reinvestment period, including passing the
over-collateralisation tests and Fitch 'CCC' limitation. Fitch
believes these conditions would reduce the effective risk horizon
of the portfolio during stress periods.

OTHER CONSIDERATIONS

Adequate Tail Period: The class B-RR to F-RR notes mature in July
2038, six months after the most senior debt, ensuring a four-year
tail period (from the WAL test end-date to maturity date). Fitch
views this as sufficient to work out long-dated assets and mitigate
forced sales near legal final maturity.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

An increase of the rating default rate (RDR) by 25% of the mean RDR
and a decrease of the rating recovery rate (RRR) by 25% at all
rating levels in the identified portfolio would have no impact on
the class X and A-RR notes and on the class A-L loan, lead to
downgrades of one notch each for the class B-RR, C-RR and D-RR
notes, of two notches for the class E-RR notes and to below 'B-sf'
for the class F-RR notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class B-RR
to F-RR notes each have up to a two-notch rating cushion due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio. The class X and A-RR notes and the
class A-L loan have no rating cushion.

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 up to four
notches each for the class A-RR to D-RR notes, and to below 'B-sf'
for the class E-RR and F-RR notes. There is no rating impact on the
class X 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 up to three notches each for all notes, except for the
'AAAsf' rated debt.

Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may result from better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the deal. 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

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 Adagio IV CLO DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

ARES EUROPEAN XXIII: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Ares European CLO
XXIII DAC's class A, B, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.

The reinvestment period will be 4.5 years, while the non-call
period will be 1.5 years after closing.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payments.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which is in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings weighted-average rating factor    2,732.16
  Default rate dispersion                                476.87
  Weighted-average life (years)                            4.83
  Obligor diversity measure                              172.61
  Industry diversity measure                              24.89
  Regional diversity measure                               1.22

  Transaction key metrics

  Total par amount (mil. EUR)                            400.00
  Defaulted assets (mil. EUR)                              0.00
  Number of performing obligors                             185
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.00
  Actual 'AAA' weighted-average recovery (%)              36.51
  Actual weighted-average spread (net of floors; %)        3.59
  Actual weighted-average coupon (%)                       3.20

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 actual weighted-average
spread of 3.59%, the actual weighted-average coupon of 3.20%, and
the actual weighted-average recovery rate at the 'AAA' rating level
(36.51%). We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our ratings also reflect the payment of the class A notes'
make-whole amount when due and when the class A investor condition
is not satisfied as of the applicable redemption date.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes."

The class A and F notes can withstand stresses commensurate with
the assigned ratings.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
ratings are commensurate with the available credit enhancement for
all classes of notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E 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 notes."

Environmental, social, and governance

S&P regards 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.

Ares European CLO XXIII 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. Ares
Management Ltd. manages the transaction.

  Ratings
                     Amount    Credit
  Class  Rating*   (mil. EUR)  enhancement (%)  Interest rate§

  A      AAA (sf)    248.00    38.00    Three/six-month EURIBOR
                                        plus 1.28%

  B      AA (sf)      43.20    27.20    Three/six-month EURIBOR
                                        plus 1.80%

  C      A (sf)       24.40    21.10    Three/six-month EURIBOR
                                        plus 2.05%

  D      BBB- (sf)    28.40    14.00    Three/six-month EURIBOR
                                        plus 2.75%

  E      BB- (sf)     18.00     9.50    Three/six-month EURIBOR
                                        plus 5.00%

  F      B- (sf)      12.00     6.50    Three/six-month EURIBOR
                                        plus 7.90%

  Sub    NR           30.55      N/A    N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F 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.


BARINGS EURO 2025-1: S&P Assigns BB- (sf) Rating to Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Barings Euro Middle
Market CLO 2025-1 DAC's class A loan and class A-1, A-2, B, C, D,
and E notes. At closing, the issuer also issued unrated
subordinated notes.

The ratings assigned to Barings Euro Middle Market CLO 2025-1's
notes and loan reflect our assessment of:

-- The collateral pool, which comprises middle market senior
secured term loans that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes 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      3,679.03
  Default rate dispersion                                   324.15
  Weighted-average life (years)                               4.68
  Obligor diversity measure                                  56.57
  Industry diversity measure                                  9.06
  Regional diversity measure                                  1.00

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B-
  Euro-equivalent total par amount (mil. EUR)               400.00
  Number of performing obligors                                 53
  'CCC' category rated assets (%)*                            6.74
  'AAA' weighted-average recovery (%)                        50.00
  EUR actual weighted-average spread (%)                    5.2659
  GBP actual weighted-average spread (%)                    5.3850

*'CCC' assets in the portfolio increased to 10.0% as the 'CCC'
haircut will be applicable only after 17.5% (which is 7.5% as per
S&P's CLO criteria).

Foreign exchange risk

At closing, the transaction established a hedge between the
aggregate of sterling-denominated liabilities issued by the class
A-2 notes (totaling GBP103.22 million) and the amount of
sterling-denominated assets in the underlying portfolio (GBP104.71
million).

The issuer may only use euro proceeds to acquire euro-denominated
obligations and sterling proceeds to acquire sterling-denominated
obligations. The only instances where the issuer may reinvest
proceeds using one currency for another is subject to maintaining a
prerequisite currency ratio (being 70%/30% euro/sterling
denominated collateral of the CLO's target par), where such
reinvestment may only take place for amounts above the CLO's target
par balance.

Foreign exchange default bias magnitude: 3

In accordance with S&P's methodology, our analysis considers, among
other factors, a biasing of our default assumptions toward the
major and minor currencies in the portfolio based on its foreign
exchange default bias formula. The magnitude of the bias it
appliesy depends on several factors outlined in the methodology,
including, but not limited to:

-- The magnitude of the currency exposure.

-- The exchange rate at which currency assets are carried in the
CLO's par value tests.

-- The extent to which the reinvestment conditions in the CLO
increase the transaction's ability to mitigate foreign exchange
risk.

-- Considering these factors against the characteristics outlined
in the transaction, S&P has assigned a foreign exchange default
bias of 3.

Whole portfolio purchased under a loan sale agreement

At closing, the whole portfolio was purchased under a loan sale
agreement, with the ability for the issuer to enter into ongoing
participations.

At closing, the issuer purchased the middle market portfolio from
four affiliated entities via sale agreements. These entities are
also the originators of the loans.

In some instances, the sale was in the form of a participation,
which may result in the middle market loans settling with the
issuer after the closing date. The transaction documents require
that the issuer and the affiliated entities use commercially
reasonable efforts to elevate the participations by transferring to
the issuer the legal and beneficial interests in such assets as
soon as reasonably practicable. If the closing date participations
have not been elevated to the issuer by the CLO's effective date,
then these assets will be carried at a recovery value in the CLO's
par coverage tests.

At the same time, the issuer may enter into further participations
with these affiliates during the life of the transaction. Similar
to the closing date participations above, the transaction documents
require that the issuer and the affiliated entities use
commercially reasonable efforts to elevate these participations by
transferring to the issuer the legal and beneficial interests in
such assets as soon as reasonably practicable. If the ongoing
participations are not elevated to the issuer by the CLO's
effective date, then these assets will be carried at a recovery
value in the CLO's par coverage tests.

Under the sale agreements, all title and interest of the middle
market assets represent an absolute sale and transfer of ownership
to the issuer. Furthermore, the middle market assets shall not be
part of each respective affiliate's bankruptcy estate in the event
of its bankruptcy or insolvency.

Payment-in-kind (PIK)

The underlying portfolio comprises middle market loans that have
the ability to make a PIK.

Approximately 75% of the portfolio comprises middle market
borrowers whose loan terms include some variation of a PIK-toggle
feature. This refers to some borrowers who can defer a portion of
the current cash margin that is due and payable. In all cases,
these borrowers are required to pay a minimum cash margin of
interest when due (this also includes scenarios where the loan
includes a step-down feature). Failure to pay such a minimum amount
will result in a payment default. The current EUR and GBP
weighted-average spreads (WAS) of the transaction are 5.2659% and
5.3850%, respectively. The EUR and GBP WAS fall to 4.2079% and
4.7670%, respectively, when assuming the minimum cash margin
payable by the underlying assets. Currently there are no assets in
the portfolio that are utilizing their PIK feature.

As part of its analysis, S&P considered a covenanted WAS where all
PIK and PIK-toggle assets revert to paying the minimum interest
rate at the same time (i.e., the EUR and GBP WAS are 4.2079% and
4.7670%, respectively). Under this scenario, all classes of notes
and loan continue to pass at the assigned rating levels.

Rationale

Under the transaction documents, the rated notes and loan will pay
quarterly interest unless a frequency switch event occurs.
Following this, the notes and loan will switch to semiannual
payments. The portfolio's reinvestment period will end 4.6 years
after closing.

The portfolio comprises middle market senior secured leveraged
loans. Therefore, S&P has conducted its credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

S&P said, "In our cash flow analysis, we modeled a target par of
the euro-equivalent of EUR400 million. We also modeled the EUR
covenanted weighted-average spread (4.2079%), GBP covenanted
weighted-average spread (4.7670%), EUR and GBP covenanted
weighted-average coupon (4.5000%), and the weighted-average
recovery rates calculated in line with our CLO criteria for all
classes of notes and loan. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate and currency stress scenarios for each
liability rating category.

"Until the end of the reinvestment period on July 20, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes 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 compares
that with the current portfolio's default potential plus par losses
to date. As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.

"The transaction's legal structure and framework are bankruptcy
remote, in line with our legal criteria."

The CLO is managed by Barings (U.K.) Ltd., and the maximum
potential rating on the liabilities is 'AAA' under our operational
risk criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe the ratings
are commensurate with the available credit enhancement for the
class A loan and class A-1 to E notes. Our credit and cash flow
analysis indicates that the available credit enhancement for the
class B to E notes could withstand stresses commensurate with
higher ratings than those assigned. However, as the CLO will be in
its reinvestment phase starting from closing--during which the
transaction's credit risk profile could deteriorate--we have capped
our ratings on the notes and loan.

"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of notes and loan.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade/middle market corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A loan and
class A-1 to E notes in six hypothetical scenarios."

Environmental, social, and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."

  Ratings
                   Amount                                Credit
  Class  Rating*   (mil.)      Interest rate§     enhancement (%)

  A-1    AAA (sf)  EUR55.746   Three/six-month EURIBOR   44.00
                               plus 1.50%

  A-2    AAA (sf)  GBP103.215  Compounded daily SONIA    44.00
                               plus 1.70%

  A Loan AAA (sf)  EUR50.00    Three/six-month EURIBOR   44.00
                               plus 1.50%

  B      AA (sf)   EUR48.00    Three/six-month EURIBOR   32.00
                               plus 2.25%

  C      A (sf)    EUR30.00    Three/six-month EURIBOR   24.50
                               plus 2.90%

  D      BBB- (sf) EUR33.00    Three/six-month EURIBOR   16.25
                               plus 4.05%   

  E      BB- (sf)  EUR19.00    Three/six-month EURIBOR   11.50
                               plus 7.75%

  Sub notes  NR    EUR46.95    N/A                         N/A

*The ratings assigned to the class A loan and class A-1, A-2, and B
notes address timely interest and ultimate principal payments. The
ratings assigned to the class C, D, and E notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR/SONIA when a frequency switch event
occurs.
EURIBOR--Euro Interbank Offered Rate.
SONIA--Sterling Overnight Index Average.
NR--Not rated.
N/A--Not applicable.


BROOM HOLDINGS: Moody's Rates New EUR705MM Secured Term Loan 'B2'
-----------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to Broom Holdings BidCo
Limited's (Broom) proposed EUR705 million senior secured term loan
B (TLB) due 2031. Other ratings, including Broom's B2 Corporate
Family Rating are not affected. The outlook is stable.

Proceeds from the TLB issuance are expected to be used to repay the
company's existing EUR705 million TLB due 2028.

RATINGS RATIONALE

The proposed senior secured TLB is rated at the same level as
Broom's B2 CFR, reflecting the size of the company's other
liabilities, including its trade payables and operating leases; the
existence of Broom's EUR120 million senior secured revolving credit
facility (RCF); and the upstream guarantees provided to the TLB and
RCF. The proposed extension of Broom's debt maturities and the
broadly leverage-neutral nature of the refinancing are modest
credit positives.

Broom's B2 CFR continues to reflect its diversification along the
waste value chain and moderate geographic diversification in
Ireland, the UK and, to a lesser extent, the Netherlands; its
leading market position in waste collection and processing in
Ireland, with high barriers to entry, as well as a developing
regional market share in the UK's fragmented market; the supportive
regulatory and industry trends where it operates; and a track
record of solid margins.

At the same time, the ratings are constrained by Broom's high
financial leverage, with Moody's-adjusted gross debt/EBITDA at 5.8x
in 2024, with further deleveraging dependent on future earnings
growth; the group's small size, with reported EBITDA of EUR139
million in 2024; the exposure of commercial waste collected volumes
to cyclical macroeconomic conditions; a moderate level of waste
internalization; continued high capital spending, which strains
free cash flow; and some degree of event risk related to future M&A
activity.

LIQUIDITY

Moody's considers Broom's liquidity to be solid. The proposed TLB
extension enhances the company's debt maturity profile by
eliminating significant debt maturities until 2031. In addition,
Broom's liquidity is supported by Moody's expectations of positive,
although modest, free cash flow. As of September 30, 2025, Broom
had EUR39 million of cash on its balance sheet. The company also
has a EUR120 million RCF, whose maturity is expected to be extended
by three years to 2031.

STRUCTURAL CONSIDERATIONS

The B2 ratings on Broom's senior secured term loan and credit
facilities are aligned with the B2 CFR, reflecting that the loan
and facilities are guaranteed by Broom and subsidiaries
representing 80% of consolidated EBITDA.

Broom's capital structure also includes a EUR517 million
shareholder loan from Broom Investments Limited. Moody's considers
this shareholder loan as equity under Moody's Hybrid Equity Credit
methodology.

OUTLOOK

The stable outlook reflects Moody's expectations that Broom will
continue to grow its EBITDA, allowing for its leverage — defined
as Moody's-adjusted gross debt/EBITDA — to decline below 6x.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

The ratings could be upgraded if Broom successfully drives further
EBITDA growth so that its leverage decreases below 5x on a
sustained basis.

Conversely, the ratings could be downgraded if Broom's leverage
remains above 6x for a sustained period or its liquidity
deteriorates substantially.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Environmental
Services and Waste Management published in November 2025.

COMPANY PROFILE

Broom Holdings BidCo Limited is the holding company that owns 100%
of Beauparc Utilities Holdings Limited (Beauparc), an Irish waste
management company involved in the collection and processing of
waste in Ireland and the UK. Beauparc also carries out waste
treatment in Ireland and the UK, and in the Netherlands
(specialised recycling). Broom is owned through funds managed by
private equity fund Macquarie Asset Management (MAM). In 2024,
Broom reported revenues of EUR806 million and EBITDA of EUR139
million.

MADISON PARK XVI: Moody's Affirms B3 Rating on EUR14.85MM F Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Madison Park Euro Funding XVI Designated Activity
Company:

EUR43,865,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aaa (sf); previously on May 25, 2021 Assigned Aa2
(sf)

EUR12,835,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aaa (sf); previously on May 25, 2021 Assigned Aa2 (sf)

EUR26,450,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Aa3 (sf); previously on May 25, 2021
Assigned A2 (sf)

EUR10,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2034, Upgraded to Aa3 (sf); previously on May 25, 2021 Assigned
A2 (sf)

EUR36,450,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Baa2 (sf); previously on May 25, 2021
Assigned Baa3 (sf)

Moody's have also affirmed the ratings on the following notes:

EUR165,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Affirmed Aaa (sf); previously on May 25, 2021 Assigned Aaa (sf)

EUR164,400,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on May 25, 2021 Assigned Aaa
(sf)

EUR28,350,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba2 (sf); previously on May 25, 2021
Assigned Ba2 (sf)

EUR14,850,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on May 25, 2021
Assigned B3 (sf)

Madison Park Euro Funding XVI Designated Activity Company, issued
in May 2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Credit Suisse Asset Management Limited. The
transaction's reinvestment period will end in January 2026.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, C-1, C-2 and D 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 Notes, A Loan, 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 uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.

In Moody's base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR533.6 million

Defaulted Securities: EUR6.65 million

Diversity Score: 69

Weighted Average Rating Factor (WARF): 2893

Weighted Average Life (WAL): 4.57 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.72%

Weighted Average Coupon (WAC): 5.06%

Weighted Average Recovery Rate (WARR): 42.66%

Par haircut in OC tests and interest diversion test: None

The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in October 2025.

Counterparty Exposure:

The rating action took into consideration the debt's exposure to
relevant counterparties, such as the account bank, and using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the debt are not
constrained by these risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- 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. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes 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.

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.

NORTH WESTERLY VI: S&P Assigns Prelim B- (sf) Rating to F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to North
Westerly VI ESG CLO DAC's class X-R to F-R European cash flow CLO
notes. At closing, the issuer will also issue unrated class M-1 and
M-2 notes and additional subordinated notes alongside subordinated
notes outstanding from the existing transaction.

This transaction is a reset of the already existing transaction
that closed in January 2020. The existing classes of notes will be
fully redeemed with the proceeds from the issuance of the
replacement notes on the reset date. The ratings on the original
notes will be withdrawn on the reset date.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period ends approximately five years
after closing, and its noncall period ends two years after
closing.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral co-managers, which comply with S&P's operational
risk criteria.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,717.42
  Default rate dispersion                                 602.38
  Weighted-average life (years)                             4.21
  Weighted-average life (years) extended
  to cover the length of the reinvestment period            5.00
  Obligor diversity measure                               150.81
  Industry diversity measure                               18.93
  Regional diversity measure                                1.38

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           2.47
  Target 'AAA' weighted-average recovery (%)               36.59
  Target weighted-average spread (net of floors; %)         3.67
  Target weighted-average coupon (%)                        4.53

Rationale

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We expect the portfolio to be
well-diversified at closing, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.60%), the
covenanted weighted-average coupon (4.53%), and the target
weighted-average recovery rates at all other rating levels, as
indicated by the collateral co-managers. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to D-R notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings assigned to the
notes. The class X-R, A-1-R, A-2-R, and E-R notes can withstand
stresses commensurate with the assigned preliminary ratings.

"For the class F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower preliminary rating. However, we
have applied our 'CCC' rating criteria, resulting in a 'B- (sf)'
preliminary rating on this class of notes.

The preliminary rating 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 25.61% (for a portfolio with a weighted-average
life of 5.00 years), versus if we were to consider a long-term
sustainable default rate of 3.2% for 5.00 years, which would result
in a target default rate of 16.00%.

-- 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)' preliminary rating.

"Until the end of the reinvestment period on Dec. 12, 2030, the
collateral co-managers may substitute assets in the portfolio for
so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral co-managers may through trading deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

"Under our structured finance sovereign risk criteria, we expect
the transaction's exposure to country risk to be sufficiently
mitigated at the assigned preliminary ratings as of the closing
date.

"We expect the transaction's documented counterparty replacement
and remedy mechanisms to adequately mitigate its exposure to
counterparty risk under our current counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote. The issuer is expected to be a special-purpose
entity that meets our criteria for bankruptcy remoteness.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class X-R to F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X-R to E-R
notes based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it will be co-managed by North
Westerly Holding B.V. and Aegon Asset Management UK PLC.

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 industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings

          Prelim.  Prelim. Amount                  Credit
  Class   rating*   (mil. EUR)     Interest rate§  enhancement
(%)

  X-R     AAA (sf)      4.00       3mE + 1.00%       N/A
  A-1-R   AAA (sf)    242.00       3mE +1.32%       39.50
  A-2-R   AAA (sf)      6.00       3mE +1.75%       38.00
  B-R     AA (sf)      44.00       3mE +2.00%       27.00
  C-R     A (sf)       24.00       3mE +2.30%       21.00
  D-R     BBB- (sf)    28.00       3mE +3.40%       14.00
  E-R     BB- (sf)     18.00       3mE +5.90%        9.50
  F-R     B- (sf)      12.00       3mE +8.65%        6.50
  M-1     NR           30.00       N/A               N/A
  M-2     NR           30.00       N/A                N/A
  Sub     NR           38.00       N/A                N/A
  Additional Sub  NR   6.563       N/A                N/A

*The preliminary ratings assigned to the class X-R, A-1-R, A-2-R,
and B-R notes address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C-R to F-R
notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


PENTA 12: Fitch Assigns 'B-sf' Final Rating to Class F-R-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 12 DAC reset notes final
ratings, as detailed below.

   Entity/Debt                   Rating                Prior
   -----------                   ------                -----
Penta CLO 12 DAC

   Class A-R-Loan             LT PIFsf  Paid In Full   AAAsf

   Class A-R-Note
   XS2799636522               LT PIFsf  Paid In Full   AAAsf

   Class A-R-R Loan           LT AAAsf  New Rating

   Class A-R-R Note
   XS3230540612               LT AAAsf  New Rating

   Class B-R XS2799636878     LT PIFsf  Paid In Full   AAsf

   Class B-R-R XS3230541420   LT AAsf   New Rating

   Class C-R XS2799637256     LT PIFsf  Paid In Full   Asf

   Class C-R-R XS3230543392   LT Asf    New Rating

   Class D-R XS2799637413     LT PIFsf  Paid In Full   BBB-sf

   Class D-R-R XS3230544010   LT BBB-sf New Rating

   Class E-R XS2799637686     LT PIFsf  Paid In Full   BB-sf

   Class E-R-R XS3230544283   LT BB-sf  New Rating

   Class F-R XS2799637843     LT PIFsf  Paid In Full   B-sf

   Class F-R-R XS3230544796   LT B-sf   New Rating

   Class X XS3230539952       LT AAAsf  New Rating

   Class Z-R-R                LT NRsf   New Rating

Transaction Summary

Penta CLO 12 DAC Reset is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Partners Group (UK)
Management Ltd. The CLO has a 4.4-year reinvestment period and an
8.5 year weighted average life (WAL) test.

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
24.4.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the indicative portfolio is 60.0%.

Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits in the portfolio, including a top 10
obligor concentration limit at 20% and 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 includes four
matrices. Two are effective at closing, corresponding to an
8.5-year WAL, and two are effective one year after closing,
corresponding to a 7.5-year WAL. Each matrix set corresponds to two
different fixed-rate asset limits, at 5% and 10%. Switching to the
forward matrices is subject to the reinvestment target par
condition.

The deal has an about 4.4-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 (Neutral): The WAL used for the transaction's
stress portfolio analysis has been reduced by one year, to 7.5
years. This accounts for strict reinvestment conditions envisaged
by the transaction after the reinvestment period. These conditions
include passing the over-collateralisation and Fitch 'CCC'
limitation tests, and a WAL covenant that progressively steps down,
before and after the end of the reinvestment period. Fitch believes
these conditions would reduce the effective risk horizon of the
portfolio during the stress period.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class X or A
notes, but would lead to downgrades of one notch for the class B to
E notes and to below 'B-sf' for the class F notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. The class B,
D, and E notes have rating cushions of two notches and the class C
notes of one notch, due to the better metrics and shorter life of
the current portfolio than the stressed-case portfolio.

Should the cushion between the current portfolio and the
stressed-case portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed-case portfolio would lead to downgrades of three
notches for the class A and D notes, four notches for the class B
and C notes and to below 'B-sf' for the class E and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the RDR across all ratings and a 25% increase in
the RRR across all ratings of the stressed-case portfolio would
lead to upgrades of up to three notches for the rated notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded.

Based on the Fitch-stressed portfolio, upgrades occur during the
reinvestment period on better-than-expected portfolio credit
quality and a shorter remaining WAL test, allowing the notes to
withstand larger-than-expected losses for the remaining life of the
deal. After the end of the reinvestment period, upgrades may occur
in case of stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover 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 monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and other Nationally
Recognised Statistical Rating Organisations and European Securities
and Markets Authority-registered rating agencies. Fitch has relied
on the practices of the relevant groups within Fitch and 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 its analysis
according to its applicable rating methodologies indicates that it
is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Penta CLO 12 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.



=========
I T A L Y
=========

FABBRICA ITALIANA: Fitch Affirms 'B' LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed F.I.S. Fabbrica Italiana Sintetici
S.p.A.'s (FIS) Long-Term Issuer Default Rating (IDR) at 'B' with a
Positive Outlook.

The affirmation reflects FIS's solid organic growth and
profitability improvements, leading to EBITDA leverage projected to
reduce below 3.0x from 2025, provided there are no material adverse
changes to the deleveraging path. The Positive Outlook is also
based on its assessment of free cash flow (FCF) turning sustainably
positive from 2025 despite an increase in capex, but assuming
tighter working-capital management.

The rating balances FIS's modest scale and product and customer
concentration risks with a well-established position in the
non-cyclical and structurally growing European contract development
and manufacturing organisation (CDMO) market.

Key Rating Drivers

Upcoming Refinancing; Financial Policy Update: Fitch expects FIS to
address the refinancing of its EUR80 million revolving credit
facility (RCF) maturing in February 2027 and EUR50 million senior
secured notes due August 2027 well ahead of the maturities. The
recent strong performance of the company, coupled with its
expectation of continued revenue and EBITDA expansion, resulted in
increased debt capacity of the business at the current rating
level. Clarity on the company's medium-term financial policy and on
its preferred cash allocation priorities are crucial for the rating
trajectory in the short term.

Organic Deleveraging Prospects: Fitch estimates EBITDA leverage at
below 3.0x at end-2025 (2024: 3.9x), driven by high single-digit
revenue growth and further EBITDA margin expansion towards 19%
(2024: 17.5%). Revenue expansion stems from higher volumes and a
favourable product mix, which also drive margin improvement along
with efficiency measures.

The Positive Outlook reflects its expectation of continued organic
deleveraging potential as Fitch expects revenue growth in the
mid-single digits and EBITDA margin improvement towards 20% over
the rating horizon to 2027. This will reflect strong organic growth
in the high-margin custom business division and new cost-efficiency
measures. EBITDA leverage sustained below 4.5x would be
commensurate with a higher rating.

FCF Becomes Positive: The Positive Outlook also reflects its
expectation that FCF will become sustainably positive from 2025,
even after expansion capex, supported by revenue growth and
profitability improvement, coupled with prudent working-capital
management. In its view, sustained positive FCF along with low
leverage and a conservative financial policy, would be the main
considerations for a rating upgrade to 'B+' in the short term.

Liquidity Headroom Builds Up: High working-capital requirements and
capex intensity have historically constrained FCF. FIS has been
optimising working-capital management, including financing from
customers to cover upfront costs of raw materials, over the last
couple of years. Continued optimisation should help further improve
working-capital efficiency, supporting positive FCF generation
until 2028. Strategic capex peaking in 2027 and reducing thereafter
will support strong growth. Continued strong operating performance,
coupled with prudent working-capital management and temporarily
increased but manageable capex, should contribute to cash build-up
for reinvestment.

Supportive Market Fundamentals: FIS's credit profile benefits from
the supportive fundamentals of the broader pharmaceuticals market,
with non-cyclical volume growth driven by growing and ageing
populations and increasing access to medical care. Fitch expects
the active pharmaceutical ingredients (API) CDMO market to grow at
mid-to-high single digits until 2033. FIS is well placed to
capitalise on the trend for outsourcing of non-core and
technologically complex processes, particularly as a main supplier
of GLP-1 molecules, which in its view offers potential for
diversification and profitability improvement. FIS may benefit from
increased local production of APIs.

Strong Revenue Visibility: The rating is supported by FIS's
well-established position in a non-cyclical and growing market and
by strong revenue visibility. As a CDMO of API for small molecules,
FIS benefits from long-term contracts with profitable clients that
have high switching costs and focus more on reliability of supply
than on costs. Setting up a contract manufacturer requires
significant capex, technical knowledge, regulatory approvals and
time to build reputation. These factors, combined with the long
life-cycle of pharma products, translate into high revenue
visibility.

Modest Scale, High Product Concentration: The rating reflects FIS's
small scale and high product and customer concentration. Fitch
estimates the largest-selling molecule will account for 10%-15%
sales in 2025, albeit with multiple customers. FIS will remain
exposed to the anti-diabetic and weight-loss therapeutic franchise
that it expects to be one of the main growth drivers in the medium
term. Fitch expects strong growth in this franchise in the medium
term, but revenue is still subject to some volatility due to the
commercial success of target drugs, new customers and potential
loss of key contracts.

Peer Analysis

Fitch regards capital- and asset-intensive businesses such as Roar
Bidco AB (Recipharm; B/Stable), Kepler S.p.A. (Biofarma, B/Stable)
and European Medco Development 3 S.a.r.l. (Axplora; B-/Stable) as
FIS's closest peers as they all rely on investments to grow at or
above market and to maintain or improve operating margins.

FIS is smaller than Recipharm, but this is balanced by its modest
leverage with expected EBITDA leverage below 4.0x in 2025 versus
expected 6.0x at Recipharm, warranting the same rating.

Axplora and Biofarma benefit from their more niche market
positions, driving structurally higher profitability. Biofarma's
considerably smaller scale than all its peers and inorganic growth
strategy constrain its rating. Axplora's rating is limited by the
recent loss of key contracts and high leverage.

In Fitch's wider rated pharmaceutical portfolio, Fitch compares FIS
with a generic drug manufacturing company, Nidda BondCo GmbH
(Stada; B/Stable), which is much larger and has stronger
profitability, but these factors are offset by more aggressive
financial policies, resulting in higher leverage for the latter.

Fitch’s Key Rating-Case Assumptions

- High single-digit revenue growth in 2025, followed by growth in
mid-to-high single digits in 2026-2029

- Fitch-defined EBITDA margin slightly above 19% in 2025, and
continuing its improvement towards 23% by 2029

- Working-capital inflow in 2025-2027, on improved inventory
management and reduction of factoring usage. Fitch expects the
working-capital requirements to continue to grow from 2027 as the
business continues to expand

- Capex increasing to above EUR100 million in 2025 from EUR61
million in 2024

- Total acquisitions of EUR150 million in 2025-2029

Recovery Analysis

FIS's recovery analysis is based on a going-concern (GC) approach,
reflecting Fitch's view that despite the company's valuable asset
base, a GC sale of the business in financial distress would yield a
higher realisable value for creditors than a balance-sheet
liquidation. In its view, financial distress could arise primarily
from material revenue and margin contraction, following volume
losses or price pressure related to contract losses and exposure to
generic competition.

For the GC enterprise value (EV) calculation, Fitch applies a
post-restructuring EBITDA of about EUR100 million, up from EUR75
million. This reflects Fitch's expectation of organic portfolio
earnings after distress, possible corrective measures and 5.5x
distressed EV/EBITDA, increased from 5.0x since the previous
review. In its view, the latter would appropriately reflect FIS's
minimum valuation multiple before considering value added through
portfolio and brand management. The increased recovery multiple is
in line with that of CDMO peers like Biofarma and Axplora, and
below the 6.0x of Recipharm, reflecting the more specialised
production it engages in.

Its principal waterfall analysis generated a ranked recovery in the
'RR3' band, resulting in a senior secured debt rating of 'B+' for
the EUR350 million (accounting for EUR50 million privately placed
notes ranking pari passu with the notes), after deducting 10% for
administrative claims. The recovery of the instruments is capped at
'RR3' due to the jurisdiction (Italy).

In its debt waterfall, Fitch treats EUR10 million in short-term
local lines and a EUR80 million secured RCF, which Fitch assumes to
be fully drawn prior to distress, both as super-senior. Outstanding
factoring is excluded from the waterfall analysis as Fitch assumes
the facility would remain available at times of distress, given the
high quality of the receivables.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Declining revenue due to product or production issues, or
customer losses leading to an EBITDA margin below 15% on a
sustained basis

- Predominantly negative FCF

- EBITDA leverage above 6.0x on a sustained basis

- EBITDA interest coverage below 2.5x

Fitch would consider revising the Outlook to Stable from Positive
should the company deviate from conservative financial policies
leading to EBITDA leverage of 5.0x on a sustained basis, EBITDA
margin reducing to and remaining at around 15% on a sustained basis
and the FCF margin becoming volatile.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Improvement in scale and diversification and EBITDA margin
trending to 20% on a sustained basis

- FCF margins improving to mid-single digits on a sustained basis

- Conservative financial policy leading to EBITDA leverage below
4.5x on a sustained basis

Liquidity and Debt Structure

At end-September 2025 FIS had EUR135 million of cash available for
debt repayment (excluding EUR20 million Fitch-defined restricted
cash), and full availability under its committed RCF. Fitch
forecasts FCF to remain positive despite a heavy investment cycle.

The company's RCF matures in February 2027 and some senior secured
debt is due in August 2027, which Fitch believes it will refinance
comfortably ahead of maturity.

Issuer Profile

FIS is a CDMO that specialises in the production and development of
API. The business is organised into custom (62% of 9M25 revenue),
established (35%), and R&D services (3%).

Summary of Financial Adjustments

Fitch considers about EUR134 million factoring facilities as debt
(as of 2024) and treat FIS's subordinated EUR53 million convertible
bond and EUR250 million vendor loan as equity, based on Fitch's
Corporate Hybrids Treatment and Notching Criteria.

In addition, Fitch treats EUR20 million as not readily available
for debt service.

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
   -----------               ------         --------   -----
F.I.S. Fabbrica
Italiana Sintetici
S.p.A.                 LT IDR B  Affirmed              B

   senior secured      LT     B+ Affirmed     RR3      B+

YOUNI ITALY 2025-2: Fitch Assigns BB-sf Final Rating to Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Youni Italy 2025-2 S.r.l.'s notes final
ratings, as detailed below.

   Entity/Debt         Rating             Prior
   -----------         ------             -----
Youni Italy
2025-2 S.r.l.

   A IT0005676595   LT AAsf  New Rating   AA(EXP)sf
   B IT0005676603   LT Asf   New Rating   A(EXP)sf
   C IT0005676637   LT BBBsf New Rating   BBB(EXP)sf
   D IT0005676645   LT BBsf  New Rating   BB(EXP)sf
   E IT0005676652   LT BB-sf New Rating   B+(EXP)sf
   F IT0005676660   LT NRsf  New Rating   NR(EXP)sf
   R IT0005676678   LT NRsf  New Rating   NR(EXP)sf
   X IT0005676686   LT BBsf  New Rating   B+(EXP)sf

Transaction Summary

The transaction is a static true-sale securitisation of unsecured
consumer loans granted to Italian borrowers by Younited S.A.,
Italian branch.

The class E and X notes' final ratings are one and two notches,
respectively, higher than the expected rating, due to the revised
margins on all classes of notes.

KEY RATING DRIVERS

Score Bands Drive Assumptions: Fitch expects a lifetime portfolio
weighted average (WA) default rate of 4.5% and a WA recovery rate
of 30.0%, with median default multiples and recovery haircuts. The
majority of the portfolio (about 83% by current balance) includes
loans originated in 2025 and almost 13% of the portfolio comprises
loans originated in 2022. About 65% of the portfolio is distributed
among the least risky scorebands of A1 and A2.

In setting its assumptions, Fitch considered Younited's
underwriting standards and the performance of individual score
bands. Fitch acknowledges that the performance data provided is
affected by some volatility from underwriting updates and score
band modifications.

Sensitivity to Pro Rata Length: The notes start amortising pro-rata
at closing. In its expected case scenario, Fitch believes that a
switch to sequential amortisation is unlikely during the first four
years given the portfolio performance expectations compared with
defined triggers. Investment-grade notes are sensitive to the
length of pro-rata amortisation. The mandatory switch to sequential
pay-down when the outstanding collateral balance falls below 10%
mitigates tail risk.

Excess Spread Dependence: Fitch expects the portfolio to generate
healthy excess spread. Fitch tested several stresses on portfolio
yield reduction and prepayments assumptions and concluded that the
repayment of the collateralised class E notes was dependent on
excess spread, currently constraining the rating at 'BB-sf'. The
class X notes will not be collateralised and related interest and
principal due amounts will be paid from available excess spread at
each payment date. Based on analysis across stress scenarios and
rating sensitivities, Fitch expects the class X notes to repay
within 12 months after issue under its rating scenarios.

Servicing Continuity Risk Mitigated: Younited acts as sub-servicer
and Zenith Global S.p.A is the master servicer and substitute
servicer facilitator for the transaction. Fitch considers servicer
continuity risk mitigated by a detailed action plan whereby a
replacement servicer would be appointed within 60 calendar days
after a termination event. The transaction also has a cash reserve
that Fitch believes mitigate payment interruption risk.

Interest Rate Risk Mitigated: A swap agreement is in place at
closing to hedge interest rate risk between the fixed rate of the
assets and the floating rates of the rated notes. The issuer pays
the fixed swap rate to the swap counterparty and receives one-month
Euribor payable to the rated classes of notes.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

An unexpected increase in the frequency of defaults or a decrease
in the recovery rates could produce loss levels higher than the
base case. For example, a simultaneous increase in the default base
case by 25%, and a decrease in the recovery base case by 25%, would
lead to downgrades of up to four notches for the class A to X
notes.

The class X notes are reliant on excess spread and are therefore
very sensitive to excess spread dynamics, including a stressed WA
coupon compression on prepayments and default.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25%, and an increase in the recovery base case by 25%, would
lead to upgrades of up to three notches for the class A to X
notes.

The class X notes are sensitive to excess spread. An increase in
excess spread in the transaction could lead to an upgrade of these
notes to 'BB+sf', which is Fitch's rating cap for uncollateralised
excess spread notes' ratings.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.



=====================
N E T H E R L A N D S
=====================

FAIRBRIDGE 2025-1: S&P Assigns CCC (sf) Rating to Class X2 Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Fairbridge 2025-1
B.V.'s class A to X2-Dfrd Dutch BTL RMBS notes. The issuer also
issued unrated class Z notes.

The pool comprises EUR267.8 million first-lien BTL mortgage loans
located in the Netherlands. The loans in the pool were originated
by Hyra Real Estate Investments B.V. (10.1% of the total current
balance, all BTL), Mogelijk Hypotheken B.V. (39.7% BTL), and
Pontifex Bridge Financing B.V. (DCMF; 41.9% BTL and 8.3% bridge
loans). Overall performance has been good since all three lenders'
inception, with limited arrears and no losses recorded. This is
aligned with other competitors in the unregulated Dutch BTL market.
Even so, the track record is limited, which we considered in our
analysis through an appropriate originator adjustment.

The transaction has some unique features: It combines loans from
three lenders, two of which, had not originated loans in a BTL
transaction before (Hyra and DCMF) and introduces short-term bridge
loans, which are unusual in Dutch transactions S&P has previously
rated. Additionally, some loans in the pool have undrawn
construction deposits.

From a structural perspective, provided certain conditions are met,
the transaction will amortize pro rata in the first year, which is
in line with the contractual maturity of the bridge loans. At the
same time, the transaction has a prefunding period and the
possibility of product switches, which are both subject to
eligibility criteria.

Credit enhancement for the notes comprises subordination and excess
spread. The transaction will amortize pro rata on the first four
interest payment dates if the credit quality of the pool does not
deteriorate beyond a pre-defined level. Thereafter, amortization
will be sequential, meaning credit enhancement will accumulate,
enabling the structure to withstand performance shocks. Principal
can be used to cure senior fees and interest shortfalls on the most
senior class of notes.

Of the securitized pool, 99.8% of the loans pay fixed-rate
interest. To address the interest mismatch between the mortgage
loans and the rated notes, the transaction features a
fixed-to-floating interest rate swap, where the issuer pays a fixed
rate of interest and receives EURIBOR to mirror the index paid on
the notes. The balance of the swap follows a fixed amortization
schedule. All the loans revert to a floating interest rate at the
end of their fixed-rate periods. This is somewhat unusual in the
Dutch BTL market, and the borrowers are at risk of payment shock if
interest rates rise. Most loans in the pool will switch to a
floating interest rate, mainly in 2029 or 2030. S&P captured the
potential payment shock in our analysis. The product switch feature
in the transaction allows the originators to offer new fixed rates
to borrowers within the transaction up to certain limits.

S&P said, "We stress the transaction's cash flows to test the
credit and liquidity support that the assets, subordinated
tranches, and excess spread provide. We apply these stresses to the
cash flows at all relevant rating levels. In addition to our
standard cash flow analysis, we also considered the sensitivity of
each tranche to lower excess spread caused by prepayments or
defaults, and each tranche's relative positions in the capital
structure to determine the preliminary ratings.

"The class X1-Dfrd and X2-Dfrd notes did not pass any of the rating
scenario stresses in our standard cash flow runs. As such, we run a
"steady state" scenario, in which we assume benign conditions. The
class X1-Dfrd notes rank higher than the class X2-Dfrd notes and
will necessarily benefit from any excess spread before the class
X2-Dfrd notes. As such, we assigned a 'B- (sf)' rating to the class
X1-Dfrd notes. In line with our 'CCC' ratings criteria, the class
X2-Dfrd notes are dependent on favorable economic conditions to
repay their obligations at maturity. We therefore assigned our 'CCC
(sf)' rating to this class of notes."

The issuer is exposed to U.S Bank Europe DAC, as the transaction
account provider; ABN AMRO Bank N.V. as the collection foundation
account bank; and Natixis S.A. as swap counterparty. The documented
replacement mechanisms adequately mitigate the transaction's
exposure to counterparty risk in line with S&P's counterparty
criteria.

  Ratings

  Class     Rating    Amount (mil. EUR)

  A         AAA (sf)      244.9
  B-Dfrd    AA (sf)        15.0
  C-Dfrd    A (sf)          9.0
  D-Dfrd    BBB+ (sf)       7.0
  E-Dfrd    BB (sf)         4.9
  X1-Dfrd   B- (sf)         5.6
  X2-Dfrd   CCC (sf)        5.6
  Z         NR              1.4

Note: S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on the class B-Dfrd to E-Dfrd
notes and the class X1-Dfrd and X2-Dfrd notes. S&P's ratings also
address the timely receipt of interest on the rated notes when they
become the most senior class outstanding except for the class
X1-Dfrd and X2-Dfrd notes.
NR--Not rated.
N/A--Not applicable.




===============
P O R T U G A L
===============

LUSITANO MORTGAGES NO. 6: S&P Affirms 'CCC (sf)' Rating on E notes
------------------------------------------------------------------
S&P Global Ratings raised to 'AAA (sf)', 'AA (sf)', 'AA- (sf)', and
'BBB+ (sf)' from 'AA- (sf)', 'A (sf)', 'A (sf)', and 'BBB- (sf)'
its credit ratings on Lusitano Mortgages No. 6 DAC's class A, B, C
and D notes, respectively. At the same time, S&P affirmed its 'CCC
(sf)' rating on the class E notes. S&P has resolved the UCO
placements for the class B, C, and D notes.

The rating actions reflect its full analysis of the most recent
information that S&P has received and the transaction's current
structural features.

S&P said, "After applying our global RMBS criteria and compared
with our recent rating action in April 2025, our weighted-average
foreclosure frequency assumptions remain mostly unchanged given the
collateral seasoning and stable arrears. As the pool is
well-seasoned and its relative composition remains largely
unchanged, the diminishing indexed current loan-to-value ratio is
the primary driver of the reduction in our WAFF. Arrears, excluding
defaulted assets, remain low at 0.8%, while cumulative defaults at
10.5% have increased only marginally in recent years."

  Credit analysis results

  Rating level  WAFF (%)  WALS (%)  Credit coverage (%)

  AAA           14.82     2.00      0.30
  AA            10.01     2.00      0.20  
  A              7.69     2.00      0.15
  BBB            5.26     2.00      0.11
  BB             2.82     2.00      0.06
  B              2.24     2.00      0.04

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

S&P said, "Our counterparty criteria cap some of the ratings in
this transaction at the issuer credit rating on NatWest Markets PLC
as liquidity facility provider. Under our revised counterparty
criteria, we can remove the cap if we believe there is sufficient
available credit enhancement, if a reason for the failure to
implement a committed remedial action is available, and if we
believe the transaction's performance is satisfactory. Given the
high level of available credit enhancement, the transaction's
robust performance, and the fact that the reason for not replacing
upon downgrade in the past was operational, we removed the cap on
the notes. Furthermore, the liquidity has never been used and,
despite the fact the reserve is below target, it is still enough to
cover interest shortfalls for six or more interest payment dates
(assuming current interest rate levels).

"Our ratings on the notes are also constrained by the resolution
credit rating on Credit Agricole Corporate and Investment Bank
('AA-') as swap counterparty, as we consider the replacement
language in the swap agreement not in line with our revised
counterparty criteria. The class A, B, and C notes pass our ratings
stresses without the benefit of the swap, and we have delinked
these notes from the creditworthiness of the supporting
counterparty. The class B and C notes could withstand our cash flow
stresses at higher rating levels than those assigned. However, the
assigned ratings also considers the transaction's low pool factor,
the available credit enhancement, and the position of these notes
compared to the class A notes. Considering these factors and our
credit and cash flow analysis results, we therefore raised to 'AA
(sf)' from 'A (sf)' and to 'AA- (sf)' from 'A (sf)' our ratings on
the class B and C notes, respectively.

"The class D notes can now withstand higher ratings stresses than
in our previous review following an increase in the credit
enhancement available in the transaction. We therefore raised to
'BBB+ (sf)' from 'BBB- (sf)' our credit rating on the class D
notes, factoring in the position of these notes in the priority of
payments and its sensitivity to higher stress scenarios."

The gross default cumulative ratio at 10.5% exceeds the 8%
threshold level for the class E notes. Consequently, the interest
due on these notes is and will continue to be subordinate to the
principal deficiency ledger (PDL). Since the June 2020 interest
payment date, the class E notes have received timely interest
payments, with all previously unpaid interest payments now
honored.

Defaults have plateaued in recent years, and consequently, PDL
recordings have marginally improved. This, coupled with stable
collections and recoveries on defaulted assets, has supported the
build-up of the reserve fund to its current level. Additionally,
this tranche is fully collateralized and benefits from the reserve
fund. However, the class E notes are still failing S&P's cash flow
'B' stresses.

S&P said, "We consider this class still vulnerable to nonpayment
and dependent upon favorable business, financial, or economic
conditions to meet their financial commitments. We have therefore
affirmed our 'CCC (sf)' rating on class E notes.

"We considered the transaction's resilience in case of additional
stresses, such as increased defaults, to determine our
forward-looking view. We ran additional scenarios with increased
defaults of 1.1x and 1.3x which are in line with the credit
stability considerations in our rating definitions.

"Our operational and legal risk analyses remain unchanged since our
previous review. Therefore, these criteria do not cap the ratings
assigned."

Lusitano Mortgages No. 6 is a Portuguese RMBS transaction that
closed in July 2007 and securitizes first-ranking mortgage loans.



=========
S P A I N
=========

EROSKI S. COOP: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Eroski, S. Coop a final Long-Term Issuer
Default Rating (IDR) of 'BB-' with a Stable Outlook. Fitch has also
assigned Eroski's EUR500 million senior secured notes (SSNs) a
final instrument rating of 'BB+' with a Recovery Rating of 'RR2'.

The rating reflects Eroski's limited scale and diversification,
balanced by its position as a leading food retailer in northern
Spain, supported by strong brand awareness and resilient
performance versus discounters. Other rating strengths are its
superior and resilient profitability, healthy free cash flow (FCF),
adequate credit metrics, and a public commitment to deleveraging.

The Stable Outlook reflects its expectations that Fitch-defined
EBITDAR gross leverage and coverage will continue to improve thanks
to a conservative financial policy. It is further supported by
satisfactory liquidity and an extended debt-maturity profile
following the refinancing.

Key Rating Drivers

Commitment to Deleveraging: Fitch forecasts EBITDAR gross leverage
to fall to below 4.0x in FY29 (year-end in January) from 4.5x in
FY25, adequate for the 'BB' category. Eroski has shown consistent
commitment to reducing leverage over the past 10 years and is close
to achieving its target company-defined leverage of 2.0x (FY24:
2.4x, FY25: 2.3x) through earnings growth and voluntary debt
repayments. This corresponds to Fitch-calculated EBITDAR gross
leverage of around 4.0x.

Fitch expects Eroski to continue deleveraging through amortisation
of its new term loan and small voluntary debt repayments. Fitch
projects debt amortisation to be funded by internal cash and
proceeds from non-core asset sales, with some flexibility in
discretionary capex to support higher FCF generation. Departure
from this financial policy with stagnating or increasing leverage
would put the ratings under pressure.

Entrenched Regional Market Position: Eroski's business risk profile
benefits from a defensive and strong position in its core regional
markets of northern Spain, which have the highest GDP per capita in
the country. It benefits from high brand awareness and has shown
competitiveness against discounters, which has helped protect its
position in core markets. Fitch expects Eroski to remain resilient
against competitors' expansion in its regions through an adequate
own-brand assortment and attractive price proposition.

Limited Diversification: Eroski generates almost 80% of revenue in
northern Spain, with the rest from franchise stores in other parts
of the country. Its non-food offerings and online penetration are
limited compared with other food retailers. Fitch views the high
geographic concentration as a constraint on the rating, which it
expects to persist over the medium term. However, this is mitigated
by the company's established market position and strong operating
and cash flow margins.

Resilient, Strong Profitability: Fitch projects EBITDAR margins to
remain broadly stable at just above 10% after proportional
deconsolidation of its two joint ventures (JVs) Vegalsa and
Supratuc as the company seeks to protect its market position with
competitive pricing. Fitch views Eroski's profitability as robust
and strong for the food retail sector, despite its expectation of a
flat to mildly softer EBITDAR margin.

Positive FCF: The ratings are supported by Eroski's cash-generative
operations with a record of like-for-like growth, adequate cost
control and healthy profitability, which after working capital and
capex results in sustained positive FCF that Fitch considers strong
for the rating category. Fitch expects positive FCF generation to
continue after the refinancing, further supported by lower debt
service cost. Fitch forecasts an average FCF margin above 1% in
FY26-FY29 after the proportional deconsolidation of the JVs.
Eroski's capex is mostly discretionary and can be postponed,
supporting FCF in times of volatility.

Adequate Fixed-Charge Cover: Fitch expects Eroski's fixed-charge
cover to reach 1.9x in FY27, driven by a lower interest burden from
the new SSNs. Fitch expects financial coverage to be 2.0x,
commensurate with a 'BB' category rating, driven by the
amortisation of its term loan, alongside a slight forecast increase
in EBITDAR in FY26-FY29.

Proportional Deconsolidation of JVs: Eroski consolidates 100% of
Vegalsa, which operates in Galicia, and Supratuc, which operates in
Balearic Islands and Catalonia. However, as Eroski owns — and has
access to — only 50% of the cash flow of these entities, with
each entity responsible for its own liabilities, Fitch
deconsolidates the remaining 50% from EBITDA and cash flows.
Fitch's treatment of the JVs would be subject to change if Eroski's
stake in the business changes.

Cooperative Structure Positive for Rating: Fitch considers Eroski's
ownership structure as a cooperative to be positive for the rating.
Fitch recognises the benefits of consumer loyalty, high employee
retention and the ability to adjust salaries under stress
scenarios. This helps offset recurring cooperative distribution
outflows, while the company can determine the timing of such cash
distributions, subject to specific equity and liquidity
thresholds.

2007 AFSE Treated as Debt: Fitch treats this subordinated financial
contribution instrument as debt, reflecting the authority of
Eroski's members to decide on the capitalisation of the interest
via the General Assembly, the non-deferrable interest payments, and
transferability of the instrument to third parties.  However, its
analysis also acknowledges its equity-like characteristics as a
perpetual, subordinated instrument with no covenants and
cross-default clauses.

Peer Analysis

Eroski has a smaller scale, a lower proportion of freehold stores,
and less penetration in the online channel than Bellis Finco plc
(Asda, B/Negative). The lower online revenue contribution is partly
driven by weaker online adoption in the Spanish market. This is
offset by Eroski's more stable market position, lower execution
risk in its strategy, and stronger financial profile, including
lower financial leverage and higher operating margins, supported by
structurally higher profitability in Spain versus the UK. These
strengths support a higher rating than Asda.

For Eroski Fitch projects EBITDAR leverage of 4.4x at FY26, while
for Asda Fitch projects it around 6.9x for the same period. Asda
faces higher execution risk than Eroski due to the challenging high
inflationary environment in the UK.

Eroski is rated two notches above Market Holdco 3 Limited
(Morrisons, B/Positive), due to its stronger margins, capital
structure, coverage metrics, and FCF generation. Fitch expects
Morrisons' EBITDAR leverage to reach 6.0x in 2026, versus Eroski's
4.3x. WD FF Limited (Iceland; B/Stable), which focuses mostly on
frozen food, is rated two notches lower, due to its smaller scale,
less diversified offering, lower operating margins, and weaker
leverage metrics.

Fitch’s Key Rating-Case Assumptions

- Food retail revenue to grow 2.6% in FY26, followed by 2.3% in
FY27-FY29, primarily driven by higher net store openings in
supermarkets and increased prices

- Seven net new store openings in FY26, followed by an average
increase of around 50 stores on aggregate in FY27-FY29, mostly
franchise stores

- Average revenue growth of close to 2% over FY26-FY29, tempered by
weaker revenue growth from the non-food retail operations.

- EBITDA margin flat or slightly lower, at around 6.2% through to
FY29, with some pressure from labour costs, partially offset by
cost savings

- A working-capital inflow of EUR4 million in FY26 from the
reduction in the inventory, followed by broadly stable working
capital

- Capex to average around EUR100 million a year for FY26-FY29,
funding mostly new store openings and store re-modelling

- Proportional deconsolidation of the JVs

- AFSE instrument treated as debt

- Average proceeds of EUR20 million a year from the disposal of
non-core assets to FY29

- No dividends until after FY29

Recovery Analysis

In its recovery analysis, Fitch follows the generic approach
applicable to 'BB' category issuers and treat the new SSNs as
category 2 first-lien debt, which receives a two-notch uplift from
the IDR, leading to 'BB+'/'RR2' instrument rating.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Like-for-like sales decline exceeding that of major peers or
increasing execution risks leading to EBITDAR margin deterioration
and neutral to negative FCF generation

- Evidence of a more aggressive financial policy with EBITDAR gross
leverage above 4.5x on a sustained basis

- EBITDAR fixed charge coverage below 1.8x on a sustained basis

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Continued like-for-like sales growth, leading to EBITDAR above
EUR500 million, sustained positive FCF generation and (cash from
operations - capex)/debt trending towards 7.5%

- Commitment to conservative financial policy supporting an EBITDAR
gross leverage below 3.5x on a sustained basis

- EBITDAR fixed charge coverage above 2.0x on a sustained basis

Liquidity and Debt Structure

Eroski has a Fitch-adjusted freely available cash balance of EUR130
million, of which Fitch restricts EUR28 million for working-capital
swings and its proportionally deconsolidation of the cash held at
the Supratec and Vegalsa JVs. The company also has a new committed
revolving credit facility of EUR80 million due 2031, which will
support its liquidity profile. Fitch projects the company will
generate positive FCF over the rating horizon, enabling it to
amortise new term loans with own resources.

The refinancing led to a long-term-debt maturity profile, extending
the SSNs and term loan to 2031 from 2029, without a significant
debt maturity concentration during the forecast period. Average
annual amortisation of EUR55 million for the new term loan will be
covered mostly by FCF and proceeds from non-core asset sales. The
company also has flexibility to defer discretionary capex in case
of delayed receipt of non-core asset disposal proceeds, helping
preserve its cash position and service the debt.

Issuer Profile

Eroski is the fourth-largest Spanish supermarket chain, operating
over 1,500 supermarkets, including the franchise sites.

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
   -----------             ------           --------   -----
Eroski, S. Coop      LT IDR BB-  New Rating            BB-(EXP)

   senior secured    LT     BB+  New Rating   RR2      BB+(EXP)

EROSKI S. COOP: S&P Raises ICR to 'BB-' on Completed Refinancing
----------------------------------------------------------------
S&P Global Ratings upgraded Spanish food retailer cooperative
Eroski S. Coop. to 'BB-' from 'B+' and assigned a stable outlook.
S&P removed the rating from CreditWatch with positive implications,
where it had placed it on Nov. 17, 2025.

At the same time, S&P assigned its 'BB-' issue rating and '3'
recovery rating (estimated recovery prospects: 60%) to the group's
senior secured notes.

The stable outlook indicates S&P's view that Eroski's operating
performance will remain resilient over the next two years,
improving FOCF and maintaining a conservative financial policy that
keeps S&P Global Ratings-adjusted EBITDA at 2.9x-3.3x.

Eroski S. Coop. issued EUR500 million senior secured notes, a
EUR370 million amortizing term loan A (TLA), and a new EUR80
million revolving credit facility (RCF) to refinance its capital
structure.

The transaction lengthens debt maturities, eliminating the
springing maturity risk linked to the EUR209 million subordinated
bond, while reducing overall cash interest payments and supporting
the company's liquidity profile.

S&P anticipates Eroski's S&P Global Ratings-adjusted consolidated
debt to EBITDA will remain at about 2.9x-3.3x for fiscal years
2025-2027 (ending Jan. 31), with positive free operating cash flow
(FOCF) after leases.

Eroski successfully completed the refinancing of its existing
capital structure in November 2025. Eroski issued EUR500 million
senior secured notes and a EUR370 million TLA due in 2031 to
refinance its existing capital structure, including the EUR500
million senior secured notes, EUR73 million TLA-1, EUR42.5 million
TLA-2, EUR57 million 15-year term loan, and EUR209 million
subordinated bonds (Obligaciones subordinadas Eroski), thereby
avoiding the springing maturity on its senior debt by 2027. The
difference in debt amounts and transaction costs, mostly
represented by the call premium on the notes, was covered with cash
on the balance sheet. The transaction means Eroski will benefit
from a new 5.25-year RCF of EUR80 million, expected to be undrawn
at closing. This new RCF, together with about EUR198 million in
cash, strengthens the company's liquidity position. S&P said,
"Although the proposed transaction raises total net debt by EUR66
million, we anticipate Eroski's cash interests on financial debt
will decline to EUR55 million-EUR60 million in fiscal 2026 (ending
Jan. 31, 2026), compared with EUR106 million in fiscal 2024. The
decline is driven by the lower coupon of 5.75% on the new notes
compared to the existing ones, which were issued at 10.6% in
November 2023 amid a very turbulent debt capital market
environment."

S&P said, "We expect Eroski's S&P Global Ratings-consolidated
adjusted leverage will remain contained at about 2.9x-3.3x over
fiscal years 2025-2027, supported by modest EBITDA growth and
scheduled debt amortizations. We expect Eroski will continue
benefiting from a high and resilient adjusted EBITDA margin of
about 10% over our forecast horizon, despite the Spanish grocery
market's highly competitive conditions. Profitability is supported
by its leading position in northern Spain, its value proposition
focusing on local products and private labels (36.1% of sales in
the six months ended July 31, 2025), and the integrated supply
chain (Eroski has 32 logistic platforms). This, combined with our
projection of modest top-line growth of 2%-3% annually, mostly on
the back of new store openings, especially franchises, should
translate into an S&P Global Ratings-adjusted EBITDA of about
EUR535 million-EUR545 million in fiscal 2025 and EUR540
million-EUR550 million in fiscal 2026. Additionally, we expect TLA
repayments of about EUR37 million in fiscal 2025 and EUR55 million
in fiscals 2026 and 2027, as per the amortization schedule.
Therefore, we now expect consolidated debt to EBITDA will fluctuate
between 2.9x and 3.3x over fiscal years 2025-2027.We also calculate
and monitor the adjusted leverage, excluding the perpetual
instruments (aportaciones financieras subordinadas Eroski; AFSE),
which is about 0.4x lower than the consolidated leverage.
Additionally, we estimate and track the group's proportional
leverage, calculated by including only 50% of the EBITDA and lease
obligations belonging to Eroski's subsidiaries, Vegalsa and
Supratuc. The two subsidiaries, which together account for almost
half of the group's consolidated sales, are controlled by Eroski,
but are 50% owned by minority investors. Proportional adjusted
leverage is about 0.6x higher than the consolidated leverage, since
the financial debt is mostly issued by Eroski S. Coop., the holding
company.

"We expect Eroski will increase its generation of FOCF after leases
over the next 24 months to cover dividends to minority investors.
Pro forma the issuance, we estimate the group's annual interest
expenses on financial debt will decline to about EUR55
million-EUR60 million (excluding about EUR14.5 million in interest
on lease contracts). This, combined with our assumption of
expanding EBITDA over the forecasting period, should support the
improvement in S&P Global Ratings-adjusted FOCF after leases to
about EUR30 million-EUR35 million in fiscal 2025, net of EUR50
million in transaction one-off costs, and EUR80 million-EUR90
million in fiscal 2026. These will cover Eroski's EUR40
million-EUR50 million annual dividends to minority investors of
subsidiaries Supratuc and Vegalsa, as well as about a EUR10 million
distribution to cooperative members. These two 50% owned
subsidiaries maximize dividend distributions to Eroski Coop. and
their minority investors, according to their respective
shareholders' agreement. Dividends are necessary for Eroski Coop.
to service its debt, which sits at the holding company and explains
why proportionate leverage is higher than consolidated leverage. As
such, in our view, the consolidated debt service metrics overstate
the group's real creditworthiness, prompting us to apply a negative
comparable rating adjustment.

"We believe Eroski's financial policy will remain conservative,
given its cooperative status, strategic refocus on the core food
retail business, and stringent debt covenants. We expect Eroski's
financial policy and strategy will remain conservative as the group
aims to strengthen its positioning in its core trading areas, with
few targeted openings, and expand its franchise network. As a
cooperative is governed by employees and customers, we believe the
group's financial objective is not maximizing shareholder returns
but promoting employment and protecting its financial independence
by having a sustainable capital structure. As such, we expect
material dividends will be paid out only to the minority investors
that own 50% of Supratuc and Vegalsa (two regional operating
subsidiaries in Catalonia, the Balearic Islands, and Galicia). We
expect capital distributions to employee members will amount to
only about EUR10 million per year. These distribution payments,
required to employee cooperative members who leave the company,
must be approved by the assembly and cannot be granted if certain
solvency and liquidity ratios are not attained. According to its
public financial policy, the company aims to reduce its reported
net financial debt to EBITDA (before International Financial
Reporting Standard 16) below 2.0x, from 2.3x in fiscal 2024. This
level aligns with the covenants on the new TLA and will force the
company to stick to its deleveraging trajectory over the next two
to three years.

"The stable outlook reflects our expectation that Eroski's 2%-4%
annual revenue growth, elevated EBITDA margin of about 10%, and
increasingly positive FOCF generation will keep our consolidated
adjusted leverage at about 2.9x-3.3x and consolidated EBITDAR
coverage at about 1.8x-2.0x in fiscals 2025-2027."

S&P could lower the ratings if Eroski's operating
performance--including revenue growth and profitability--weakens,
leading to a deterioration in credit metrics such that:

-- Consolidated discretionary cash flow (DCF) after leases remains
structurally negative;

-- Consolidated debt to EBITDA increases above 4.0x (corresponding
to proportional leverage above 4.7x); or

-- Consolidated EBITDAR falls below 1.8x.

S&P could raise the ratings if the group's operating performance is
stronger than our base case such that:

-- Consolidated debt to EBITDA falls well below 3.0x
(corresponding to proportional adjusted leverage well below 3.7x);
and

-- S&P sees DCF after leases above EUR50 million annually on a
sustainable basis, building up a significant liquidity buffer at
the Eroski S. Coop. level.


LORCA TELECOM:S&P Ups Long-Term ICR to 'BB+', Keeps Watch Pos.
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
Lorca Telecom Bidco S.A.U. (MasOrange) to 'BB+' from 'BB' and
maintained the ratings on CreditWatch with positive implications.

S&P said, "We could raise our issuer credit rating on MasOrange two
or three notches, contingent on the company's group status within
Orange (BBB+/Stable/A-2). Furthermore, and independent of the
acquisition, for us to consider a positive rating action, we expect
a continued reduction in leverage with S&P Global Ratings-adjusted
debt to EBITDA to fall below 4.0x and free operating cash flow
(FOCF) to debt to improve above 10% by 2026."

MasOrange finalized its transaction creating FiberCo, a new fiber
joint venture (JV) with Vodafone Spain and financial sponsor GIC,
generating EUR3.2 billion in net proceeds to repay debt and
committing to a target leverage reduction to 2.75x from 3.50x.

S&P thinks the tighter financial policy and, to a lesser extent,
the transaction will strengthen MasOrange's ongoing deleveraging,
as it forecasts S&P Global Ratings-adjusted debt to EBITDA to fall
to about 4.0x by 2026, from our expectation of pro forma leverage
of 4.7x at the transaction closing of the FiberCo transaction.

The one-notch upgrade reflects the mildly lower leverage and
tighter financial policy after the FiberCo transaction's closing.
S&P said, "We expect the transaction will have a positive effect on
MasOrange's S&P Global Ratings-adjusted debt to EBITDA of about
0.2x. FiberCo has a very high debt quantum, at over EUR5 billion,
compared to its estimated EBITDA in the next couple of years, so
its pro rata consolidation into MasOrange reduces some of the
benefits from the EUR3.2 billion debt reduction. We view
MasOrange's commitment to tightening its medium-term target
leverage to 2.75x (translating to S&P Global Ratings-adjusted
leverage of about 3.5x) from the current 3.50x as positive, as it
will support a strong focus on continued deleveraging until 2027."

S&P said, "We view the disposal of a large portion of its
fiber-to-the-home (FTTH) assets as mildly negative for MasOrange's
business position. The transaction, encompassing about two-thirds
of the company's fiber network, implies the loss of outright
control over infrastructure that is critical in providing fixed
broadband services to a material portion of MasOrange's client
base, as well as opening the network up to an additional competitor
(Vodafone Spain) with a currently limited FTTH footprint. We expect
a mild dilution of adjusted EBITDA margins (about 1%), given the
additional operational expenditure MasOrange will face to access
FiberCo's network. We do not expect the transaction will lead to a
meaningful change in competitive dynamics in the Spanish fixed
broadband market, as we understand FiberCo will only be accessible
by MasOrange and Vodafone Spain. We view MasOrange's retention of
operational control over FiberCo's infrastructure assets through a
long-term operating and maintenance agreement as positive,
mitigating the risk of declining network quality.

"We expect MasOrange will continue to reduce leverage through
EBITDA growth and debt repayments, boosted by strong merger
synergies and declining capital expenditure (capex) intensity. We
forecast adjusted debt to EBITDA will decline to about 4.0x in 2026
and toward 3.5x in 2027, from our expectation of 4.7x at the end of
2025 (pro forma the FiberCo transaction). Increased operating
expenditure and capex synergy prospects (about EUR500 million to be
released by 2026) following the merger of MasMovil and Orange Spain
in 2024, along with declining customer acquisition and retention
costs (thanks to lower churn levels), should support meaningful
EBITDA margin improvement over the outlook period, which we
forecast at 40%-43% pro forma the FiberCo transaction. As a result,
together with lower capex intensity (expected to decline to below
12% of revenue by 2027), we continue to anticipate a strong FOCF
over the next two-to-three years, with FOCF to debt of 11% in 2026
and 13% in 2027.

"We view the potential full ownership by Orange as positive as it
would increase substantially the likelihood of extraordinary
support from the Orange group. On Oct. 31, 2025, Orange, which
currently owns a 50% stake in MasOrange, announced a nonbinding
agreement to acquire the remaining 50% stake in MasOrange, held by
financial sponsors Cinven, Providence, KKR & Co. Inc., management,
and other investors. Our view reflects the potential for improved
financial flexibility and credit support from Orange, which could
lead to an upgrade. More broadly, this transaction would position
MasOrange within a larger, more diversified group, potentially
mitigating some of the stand-alone risks currently associated with
its operations, which are exclusively in Spain.

"We expect to resolve the CreditWatch placement on MasOrange when
the acquisition by Orange closes. Depending our assessment of
MasOrange's status within the Orange group, we could raise our
issuer credit rating on Lorca Telecom Bidco two or three notches,
which would reflect either an issuer credit rating one notch lower
than the potential Orange Group, or an equalization of the
ratings.

"Independent of the acquisition, we could raise our stand-alone
credit profile and therefore our issuer credit rating on MasOrange
if debt to EBITDA falls comfortably below 4.0x and FOCF improves
above 10% sustainably. An upgrade would also hinge on MasOrange
building a track record of sound operating performance, including
sound revenue growth and improving profitability, as well as an
additional track record of reducing and maintaining leverage within
its stated financial policy target."




=====================
S W I T Z E R L A N D
=====================

CONSOLIDATED ENERGY: Moody's Cuts CFR to Caa1 & Secured Debt to B3
------------------------------------------------------------------
Moody's Ratings downgraded Consolidated Energy Limited's (CEL or
the company) long-term corporate family rating and probability of
default rating to Caa1 from B3 and to Caa1-PD from B3-PD
respectively. Concurrently Moody's downgraded the rating of the
backed senior secured term loan B and the rating of the backed
senior secured revolving credit facility (RCF) to B3 from B2 and
the rating of the backed senior unsecured notes to Caa2 from Caa1
issued by Consolidated Energy Finance, S.A. (CEF).

The outlook was changed to negative from stable for both entities.

RATINGS RATIONALE

The rating downgrade predominantly reflects CEL not having
addressed the refinancing of its upcoming $227 million outstanding
bond in May 2026 by end of November 2025. It, however, also
reflects its high Moody's adjusted leverage of about 9.5x
debt/EBITDA for the last twelve months (LTM) per end of September
2025 (incl. one-time insurance proceeds in previous years of $176
million leverage stands at about 6.8x debt/EBITDA LTM September
2025), which Moody's expects to only decline towards a high 7.0x
provided end market conditions improve over the next 12-18 months
from current levels.

To reduce its gross debt meaningfully, Moody's believes that CEL
requires at least mid-cycle methanol and ammonia price (Moody's
assumptions, different from CEL's assumptions) to generate
meaningful free cash flow  amid its relatively high interest
expense of more than $280 million annually and the company owning
only 50% of its cash generative subsidiary in the US, Natgasoline
LLC (B3 positive, Natgasoline) and 60% of Oman Methanol Company
(OMC), while fully consolidating them.

Furthermore, the downgrade reflects an aggressive financial policy,
with the presence of financial transactions and linkages with
related parties, such as its parent company Proman AG (Proman)
(e.g. existence of $393 million 10.52% PIK loan from CEL to Proman
maturing in January 2031 and no expectation of an early repayment)
and CEL providing financial guarantees for $460 million of five
year term loan facilities outside of the restricted group coming
due in December 2028, which is not serviced by CEL.

Additionally, Moody's financial policy assessment incorporates CEL
not addressing all upcoming maturities at least one year before
coming due and the relatively small size of its RCF issued by CEF
at the CEL level of only $140 million coming due in February 2029,
of which only $42 million were available at end of Q3 2025. Hence,
Moody's have changed CEL's financial policy scorecard factor to Caa
from B also reflected in Moody's governance considerations.

At the same time CEL's rating is supported by its leading market
position in methanol, which is underpinned by its competitive cost
position reflected by high EBITDA margins (btw 20% -30%) and
ability to generate strong cash flows at above mid cycle commodity
prices. The rating furthermore reflects Moody's expectations that
CEL will stringently apply FCF generation and any repayments of the
$393 million intercompany loan to its shareholder Proman to reduce
gross debt on a sustainable basis.

LIQUIDITY PROFILE

CEL's liquidity profile is weak. As of Q3-25 the company reported
$191 million cash on balance sheet (incl. $17 million restricted
cash), of which only $37 million are immediately accessible to CEL.
Furthermore, the group has $42 million available under CEF's $140
million RCF. Even though Natgasoline has a largely undrawn $60
million revolver available and a cash balance of $77 million, CEL
has no direct access to the liquidity sources and cash flows
generated at Natgasoline and Oman Methanol Company (cash balance of
$77 million).

Absent any additional financing liquidity sources available at the
level of CEL will most likely be insufficient to repay CEF's $227
million outstanding fixed rate backed senior unsecured bond coming
due on May 15, 2026.

STRUCTURAL CONSIDERATIONS

CEF's outstanding backed senior unsecured bonds are rated Caa2, one
notch below the Caa1 CFR, reflecting the priority ranking of the
backed senior secured term loan B and the $140 million RCF, which
are rated B3. The rating of the backed senior unsecured bonds also
reflects the structural subordination of CEF's creditors to those
of its US-based operating subsidiary, Natgasoline, which is not a
guarantor for CEF's bonds and whose financial debt is largely
secured against respective assets. Natgasoline has total Moody's
adjusted debt of $975million, while the replacement value of the
facility is approximately $2.2 bn (estimated by the company). The
rating of the backed senior secured bank credit facilities is B3,
one notch above CEL's CFR, because of their priority ranking in the
capital structure.

RATING OUTLOOK

The negative outlook reflects the uncertainty on CEL's ability to
address CEF's upcoming $227 million outstanding backed senior
unsecured maturity in May 2026 as Moody's deem available liquidity
and cash generation to CEL insufficient to repay the upcoming
bond.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Moody's could consider upgrading CEL's rating if the company can
refinance its upcoming maturities without a loss to creditors, and,
if it additionally reduces its Moody's adjusted debt/EBITDA to
below 6.5x under mid cycle conditions, increases its interest cover
to above 2.0x interest expense/EBITDA, and builds a track record of
a more conservative financial policy as evidenced by refinancing
upcoming maturities at least one year before coming due and manages
to generate significant free cash flow.

Moody's could downgrade CEL's rating if the company is unable to
refinance its upcoming $227 million outstanding bond in May 2026,
its operating performance weakens further, leading to a potentially
lower recovery for debt holders.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.



===========
T U R K E Y
===========

ZIRAAT KATILIM: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Ziraat Katilim Bankasi A.S.'s (ZKB)
Long-Term Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer
Default Ratings (IDRs) at 'BB-'. The Outlooks are Stable. The
bank's Viability Rating (VR) has also been affirmed at 'b'.

Key Rating Drivers

Shareholder Support Drives IDRs: ZKB's IDRs are driven by its 'bb-'
Shareholder Support Rating (SSR). The SSR reflects support from its
parent, Turkiye Cumhuriyeti Ziraat Bankasi Anonim Sirketi (Ziraat;
BB-/Stable), due to ZKB's role as the provider of Islamic banking
products, a sector with strategic importance for the government.
The SSR reflects high - although declining - integration with the
parent, ownership by and shared branding with Ziraat. The VR
reflects the bank's growing franchise, stable funding, as well as
weak capitalisation, high risk appetite and high concentration.

Improved but Challenging Operating Environment: Fitch considers the
Turkish operating environment to have improved, reflecting the
normalisation and a stronger record of the country's monetary
policy. This has reduced refinancing risks, and improved external
market access, policy credibility and consistency, and
exchange-rate stability, despite financial market volatility.
However, banks are exposed to still high - but declining -
inflation, slowing economic growth, domestic political volatility
and macroprudential regulations, despite simplification efforts.

State-Owned Participation Bank: ZKB is the second-largest
participation bank in Turkiye, a niche subsector that accounted for
9% of banking sector assets at end-3Q25. The bank had a 1.6% market
share of sector assets at end-3Q25, resulting in limited pricing
power.

High Risk Appetite: ZKB's financing portfolio grew above the sector
average (24% FX-adjusted; sector: 22%), despite capital
constraints, creating seasoning risks. Despite an expanding
franchise, concentrations are high because of its corporate focus.
Foreign-currency financing rose 20% in US dollar terms, taking its
share to 49% (end-2024: 47%).

Asset-Quality Risks: ZKB's non-performing financing ratio rose to
2.4% at end-3Q25 (end-2024: 1.1%), mainly driven by SME and
commercial non-performing financing generation, with non-performing
financing reserves coverage of 96% (sector average: 145%). The
Stage 2 financing ratio remained low at 6.9% (end-2024: 3.6%).
Credit risks are heightened by seasoning and concentration risks,
including to the construction and real estate sectors (22% of gross
financing), and foreign currency financing of 49% (sector: 37%).
Fitch expects asset quality to deteriorate, and the non-performing
financing ratio to be about 3.5% at end-2025 and 4.5% at end-2026.

Profitability Below Sector Average: The bank's operating
profit/average assets ratio worsened to 0.6% in 9M25 (2024: 1%),
despite widening spreads (net financing margin 2.6% in 9M25; 2024:
1.2%), due to sharply increased impairment charges (cost of risk at
199bp in 9M25; -10bp in 2024). Fitch expects margins to improve
further in 2025 as monetary policy eases, and the operating
profit/average assets ratio to improve to about 1% at end-2025 and
2% at end-2026. However, profitability remains sensitive to
provisioning needs.

Weak Core Capitalisation: ZKB's common equity Tier 1 (CET1) ratio
worsened to 8.1% at end-3Q25 (about a 230bp uplift for forbearance
and 370bp uplift for favourable risk-weighting of assets financed
by profit share accounts) from 10.3% at end-2024. Fitch factors in
possible ordinary shareholder support based on its record,
including a TRY3 billion capital injection in 4Q23.

Capitalisation is sensitive to lira depreciation, asset-quality
risks and growth. Its total capital ratio of 16.8% at end-3Q25 was
supported by additional Tier 1 and subordinated debt, which
provides a partial hedge against lira depreciation. High leverage
is reflected in a Basel leverage ratio of 3.1% at end-3Q25
(regulatory limit: 3%). The bank has plans to complete an initial
public offering in 2026 to improve capitalisation. Fitch expects
the CET1 ratio to remain about 8% at end-2025 and end-2026 without
further capital enhancements.

Adequate Foreign-Currency Liquidity: Deposits made up 76% of ZKB's
funding at end-3Q25 (end-2024: 77%), while wholesale funding is
fairly high at 23% (65% in foreign currency). Foreign currency
deposits represented about 45% of customer deposits, higher than
the sector average of 39%. Fitch expects gross loans/customer
deposits ratio to remain about its current level of 89% at
end-2025, before rising to over 95% by end-2026, due to loan growth
outpacing deposits. Its foreign currency liquidity coverage (268%)
and net stable funding (108%) are consistently above their
regulatory minimum requirements.

Rating Sensitivities

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

ZKB's Long-Term IDRs and SSR would likely be downgraded on a
downgrade of Ziraat's Long-Term IDRs, or a negative change in its
view of the parent's propensity to support ZKB.

The VR could be downgraded due to further erosion of core
capitalisation, which may be manifested in the Basel leverage ratio
falling below 3%, if not offset by timely shareholder support.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

The bank's Long-Term IDRs and SSR would likely be upgraded if its
parent's Long-Term IDRs were upgraded.

A VR upgrade would require material improvement in the bank's
capital ratios, including a Basel leverage ratio consistently above
6%, alongside significant strengthening in the bank's risk profile
and earnings, while maintaining adequate financial metrics.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

ZKB's National Rating considers potential support from the parent
in local currency and it is in line with the other state-owned
banks'.

The Short-Term IDRs of 'B' are the only possible option mapping to
Long-Term IDRs in the 'BB' category.

The rating of ZKB's senior unsecured debt, issued through its
special-purpose vehicle (SPV) Ziraat Katilim Varlik Kiralama A.S.,
is in line with the bank's 'BB-' LTFC IDR, which is the anchor
rating. This reflects its view that a default of these senior
unsecured obligations would equal a default of ZKB, in accordance
with Fitch's rating definitions.

The ratings of ZKB's medium-term notes programme, issued through
its SPV Ziraat Katilim MTN Limited, are in line with the bank's
'BB-' LTFC IDR and 'B' Short-Term FC IDR, which are the anchor
ratings. This reflects its view that a default of these senior
unsecured obligations would equal a default of ZKB, in accordance
with Fitch's rating definitions.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Rating is sensitive to changes in ZKB's LTLC IDR and
its creditworthiness relative to other Turkish issuers'.

ZKB's Short-Term IDRs are sensitive to changes in its Long-Term
IDRs.

ZKB's senior unsecured debt ratings are sensitive to changes in the
IDRs.

VR ADJUSTMENTS

The operating environment score of 'bb-' for Turkish banks is lower
than the category implied score of 'bbb', due to the following
adjustment reason: sovereign rating (negative).

The business profile score 'b' is below the category implied score
of 'bb' due to the following adjustment reason: market position
(negative).

The asset quality score of 'b' is below the category implied score
of 'bb' due to the following adjustment reason: underwriting
standards and growth (negative).

The earnings and profitability score of 'b-' is below the category
implied score of 'bb' due to the following adjustment reason:
earnings stability (negative).

The funding and liquidity score of 'b+' is below the category
implied score of 'bb' due to the following adjustment reason:
deposit structure (negative).

Public Ratings with Credit Linkage to other ratings

ZKB's ratings are linked to Ziraat's and the Turkish sovereign's
ratings.

External Appeal Committee Outcomes

In accordance with Fitch's policies the Issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different than the original rating committee
outcome.

ESG Considerations

ZKB's ESG Relevance Scores of '4' for Governance Structure due to
potential government influence over its board's effectiveness and
management strategy in the challenging Turkish operating
environment, which has a moderately negative impact on the bank's
credit profile and is relevant to the ratings in conjunction with
other factors.

ZKB's ESG Relevance Governance Structure Score of '4' also takes
into account its status as an Islamic bank. Its operations and
activities need to comply with sharia principles and rules, which
entail additional costs, processes, disclosures, regulations,
reporting and sharia audit. This results in a negative impact on
the bank's credit profile and is relevant to the rating in
combination with other factors.

The ESG Relevance Management Strategy score of '4' also reflects
increased regulatory burden on all Turkish banks. Management
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on the banks' credit
profiles and is relevant to the banks' ratings in combination with
other factors.

Islamic banks have an ESG Relevance Score of '3' for Exposure to
Social Impacts (above sector guidance for an ESG Relevance Score of
'2' for comparable conventional banks), which reflects that Islamic
banks have certain sharia limitations embedded in their operations
and obligations, although this only has a minimal credit impact on
the Islamic banks.

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
   -----------                          ------           -----
Ziraat Katilim
Varlik Kiralama A.S.

   senior unsecured   LT                  BB- Affirmed   BB-

Ziraat Katilim
Bankasi A.S.          LT IDR              BB- Affirmed   BB-
                      ST IDR              B   Affirmed   B
                      LC LT IDR           BB- Affirmed   BB-
                      LC ST IDR           B   Affirmed   B
                      Natl LT         AA(tur) Affirmed   AA(tur)
                      Viability           b   Affirmed   b
                      Shareholder Support bb- Affirmed   bb-

Ziraat Katilim
MTN Limited

   senior unsecured   LT                  BB- Affirmed   BB-

   senior unsecured   ST                  B   Affirmed   B



===========================
U N I T E D   K I N G D O M
===========================

FERREXPO PLC: S&P Withdraws 'CCC/C' Issuer Credit Ratings
---------------------------------------------------------
S&P Global Ratings withdrew its 'CCC/C' issuer credit ratings on
the Ukrainian iron ore pellets producer, Ferrexpo PLC, at the
issuer's request. The outlook was negative at the time of
withdrawal.


MAISON BIDCO: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Maison Bidco Limited's (Keepmoat)
Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook and its senior secured rating at 'BB+' with a Recovery
Rating of 'RR2'. The 'BB+' rating applies to Maison Finco plc's
guaranteed GBP275 million senior secured notes.

The ratings reflect Keepmoat's partnership-focused business model
in the UK's regional markets and the housing sector's cyclicality.
It benefits from lower land costs than other housebuilders and
deferred payment terms from its land partners, and staged payments
from registered providers' (RPs) sales. RP sales represented 44% of
its volume delivered in 9MFY25 (financial year-end October).

Fitch expects Keepmoat's net debt/EBITDA to increase to 2.4x at
FYE25 (FYE24: 1.8x) but to remain within its downgrade sensitivity
of 3x and EBITDA interest cover about 4x (FY24: 4.1x) during
FY26-FY27 despite an anticipated bond refinancing at a higher cost.
Fitch expects Keepmoat to maintain a disciplined approach to site
acquisitions, which will be beneficial to working capital.

Key Rating Drivers

Established Regional Housebuilder: Keepmoat's focus is the regional
markets of England (Yorkshire, Northeast, Northwest, Midlands and
Southwest) and Scotland, where there is better affordability than
in London. Its key products are two- to four-bedroom houses sold to
a mix of RPs and private buyers. About 65% of Keepmoat's open
market sales are to first-time buyers. The group's average selling
price (ASP) was GBP231,000 in 9MFY25, lower than the UK average
house price of GBP272,000 in September 2025, reflecting its
regional focus, affordable pricing and partnership business model.

Beneficial Partnership Model: Keepmoat's focus on partnerships
creates a capital-light model and reduces its working-capital
needs. It acquires most of its land from partners such as Homes
England and local authorities at typically lower cost than buying
from private land vendors and on deferred payment terms. The group
works with its land partners to identify and source suitable
development sites in the early stages of development. It was also
able to defer or align its land spend according to the slower
deliveries during the pandemic. The group also receives deposits
and staged payments throughout the construction phase for schemes
commissioned by RPs.

FY26 Revenue Visibility: Keepmoat's order book of 1,819 plots at
end-July 2025 provides good revenue visibility for FY26. Fitch
estimates volume completion in FY25 to have been lower than in FY24
(3,516 units) due to a subdued private sales market and lower
deliveries to RPs. Keepmoat was able to make up for the latter with
increased sales to the private rented sector. Fitch expects volume
to increase during FY26-FY28 with stable housing demand and grant
funding for affordable housing.

Affordable Housing Programme Positive: The UK government's GBP39
billion Affordable Homes Programme, which commences in April 2026,
is positive for Keepmoat. RPs had been scaling back development
commitments due to their financial constraints caused by higher
borrowing costs, rents not keeping pace with inflation and the need
to renew their existing housing stock. Delivery to RPs accounted
for 44% of Keepmoat's volume completion in 9MFY25 (FY24: 48%).

UK Housing Undersupplied: The UK housing market continues to be
undersupplied, with yearly housing supply below the government's
target. The UK government has set a target of building 1.5 million
new homes over five years. Supply remains constrained by planning
bottlenecks and viability of development schemes pressured by
higher costs, muted ASP growth and subdued private sales. There is
strong demand for housing, but affordability has been hampered by
mortgage rates taking longer to fall.

Improvement in EBITDA Expected: Fitch expects the EBITDA margin to
improve to about 10% during FY25-FY27 with higher volumes and as
Keepmoat aligns its overheads with its outlet volumes. Fitch
estimates that the FY25 lower volume and higher overhead cost
resulted in lower EBITDA margin in FY25 (FY24: 9.1%). The higher
costs were due to systems investments, which Fitch expects to
continue in FY26-FY27, and increases in staff costs. Keepmoat
opened its new Southwest regional office in Bristol in November
2025. The EBITDA margin was thin at 3.5% in 9MFY25, but Fitch
believes that this is not reflective of the full year, due to the
seasonality of housing deliveries.

Sufficient Land Pipeline: Keepmoat has enough land supply to meet
its expected volume for FY26 and FY27. Its land pipeline totalled
25,100 plots at end-July 2025 (FYE24: 24,400), indicating seven
years of supply based on its current delivery volumes. Fitch
expects working-capital investments to increase as Keepmoat expands
its number of outlets, but this is dependent on market conditions
and RPs' access to grant funding.

Higher Interest Cost from Refinancing: Fitch expects the
refinancing of Keepmoat's existing GBP275 million senior secured
notes due October 2027 to result in a higher cost of debt than the
6% coupon of its existing bond issued in 2021. Fitch anticipates
its EBITDA interest cover to be about 4x during FY26-FY27 (FY24:
4.1x).

No Dividend Payments: Aermont Capital, Keepmoat's private equity
investor, has no plans to extract regular dividends from Keepmoat
and Fitch expects the group to maintain a healthy cash position.
Fitch forecasts net debt/EBITDA to increase to 2.4x in FY25 (FY24:
1.8x) due to higher working-capital investments, but to remain
below its downgrade sensitivity of 3x.

Senior Secured Rating Uplift: Keepmoat's senior secured notes have
a two-notch uplift from its 'BB-' Long-Term IDR with a Recovery
Rating of 'RR2'. The notes are guaranteed by Maison Bidco Limited,
Keepmoat Homes Limited and other key subsidiaries.

Peer Analysis

Keepmoat's main peer is Miller Homes Group (Finco) PLC (B+/Stable),
which also builds standardised, single-family houses outside
London. The ASPs of Keepmoat (GBP231,000 in 9MFY25) and Miller
Homes (GBP293,000 in 9M25) are much closer to the national average
than at The Berkeley Group Holdings plc (BBB-/Stable). Berkeley
focuses on London and southeast England with an ASP of GBP593,000
in FY25 (year-end April). Keepmoat's lower ASP and gross profit
margin (17% in 9MFY25 compared with Miller Homes' 21.5% in 9M25 and
Berkeley's 26.6% in FY25) reflects its regional focus and
partnership model.

UK and Spanish housebuilders have similar funding profiles. They
fund land acquisition before marketing and development costs up to
completion with small customer deposits (5%-10% in the UK and up to
20% in Spain). UK housebuilders use option rights to reduce upfront
land cost, while in Spain some land vendors offer deferred payment
terms. Keepmoat obtains deferred payment terms from its land
partners and receives deposits and staged payments for RP-related
sales.

Spanish housebuilders AEDAS Homes, S.A. (BB-/Rating Watch
Negative), Neinor Homes, S.A. (B+/Stable) and Via Celere
Desarrollos Inmobiliarios, S.A.U. (B+/Stable) target affluent areas
in Spain and build multi-family homes, similar to Berkeley. French
housebuilder Kaufman & Broad, S.A. (K&B; BBB-/Stable), has the
strongest funding profile among rated peers. It receives staged
payments from customers during construction and only acquires land
after reaching a 60% pre-sales target. K&B and Berkeley's low
leverage and net cash positions are consistent with their
investment-grade ratings.

Fitch’s Key Rating-Case Assumptions

- Volume completion of 3,200 - 3,500 units a year during FY25-FY28

- ASP of around GBP240,000-GBP245,000

- Gross profit margin of around 19.5%

- Overheads around 11% of revenue in FY25 reducing to 9% during
FY26-FY28

- Change in net working capital at around -5% of revenue

- Disciplined land acquisition

- Refinancing of Keepmoat's October 2027 GBP275 million senior
secured notes in FY26

- No dividend payments during FY25-FY28

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Net debt/EBITDA above 3.0x on a sustained basis

- Negative free cash flow over a sustained period relative to order
book visibility

- A change in the partnership model towards an increase in
speculative development or land purchases

- Unexpected distribution to shareholders, leading to a material
reduction in cash flow generation

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Net debt/EBITDA below 1.5x on a sustained basis

- Consistently positive free cash flow

Liquidity and Debt Structure

Keepmoat has sufficient liquidity, with a cash balance of GBP59.2
million at end-July 2025 and an undrawn GBP70 million revolving
credit facility. Fitch estimates its cash balance was higher at
FYE25 as housing deliveries are typically weighted towards the year
end. Its debt is mainly its GBP275 million senior secured notes due
in October 2027. Its revolving credit facility matures in April
2027. Fitch expects Keepmoat to refinance or have refinancing plans
in place for its senior secured notes at least a year before
maturity.

Issuer Profile

Maison Bidco Limited is the vehicle set up by Aermont Capital to
acquire Keepmoat Homes Limited in October 2021. Keepmoat is a
privately owned UK homebuilder with a focus on building affordable
family homes.

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
   -----------               ------         --------   -----
Maison FinCo plc

   senior secured      LT     BB+  Affirmed   RR2      BB+

Maison Bidco Limited   LT IDR BB-  Affirmed            BB-

   senior secured      LT     BB+  Affirmed   RR2      BB+


                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

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