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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

          Thursday, December 25, 2025, Vol. 26, No. 257

                           Headlines



C Z E C H   R E P U B L I C

DRASLOVKA HOLDING: S&P Downgrades LT ICR to 'B-', On Watch Negative


E S T O N I A

AS LHV: Moody's Affirms Ba1 Subordinate Debt Rating, Outlook Pos.


G E R M A N Y

HT TROPLAST: S&P Affirms 'B' LT ICR, Alters Outlook to Negative
TELE COLUMBUS: Moody's Cuts CFR & Sr. Secured Notes Rating to Caa2


I R E L A N D

GROSVENOR PLACE 2025-4: S&P Assigns B- (sf) Rating to Cl. F Notes
HARVEST CLO XVI: S&P Assigns B- (sf) Rating to Class F-R Notes
HAYFIN EMERALD IX: S&P Assigns B- (sf) Rating to Class F-2-R Notes
INDIGO CREDIT: S&P Assigns BB- (sf) Rating to Class E-R Notes
ROCKFORD TOWER 2025-3: S&P Assigns B- (sf) Rating to Class F Notes

VESEY PARK: S&P Assigns B- (sf) Rating to Class F-R Notes


I T A L Y

RENO DE MEDICI: Moody's Cuts CFR to Caa3 & Sr. Secured Notes to Ca


L I T H U A N I A

AVIA SOLUTIONS: S&P Affirms 'BB-' ICR, Alters Outlook to Negative


L U X E M B O U R G

SES SA: Moody's Lowers Rating on Senior Unsecured Debt to Ba1


U N I T E D   K I N G D O M

DBMS 2025-1: S&P Assigns Prelim BB+ (sf) Rating to Class E Notes
PCC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
SOPHOS INTERMEDIATE I: S&P Affirms 'B-' Sr. Unsec. Debt Rating

                           - - - - -


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C Z E C H   R E P U B L I C
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DRASLOVKA HOLDING: S&P Downgrades LT ICR to 'B-', On Watch Negative
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S&P Global Ratings lowered to 'B-' from 'B' its long-term issuer
credit ratings on Czech chemicals maker Draslovka Holding A.S.
(Draslovka) and its issue rating on the $304 million term loan B
due in December 2026. S&P then placed the ratings on CreditWatch
with negative implications.

The CreditWatch negative placement reflects the possibility of a
further downgrade in the next few months if Draslovka does not make
tangible progress toward refinancing its debt.

The EBITDA improvement and cash flow generation of Draslovka fell
short of management's budget in 2025 and are significantly below
our previous expectations.

Draslovka's capital structure is approaching a key maturity date,
as its $304 million term loan B is due in December 2026. Draslovka
has made limited progress to date in refinancing its debt, so S&P
now assesses the company's liquidity as weak.


The rating actions reflect Draslovka's underperformance compared
with our previous base case. S&P said, "We expect Draslovka's S&P
Global Ratings-adjusted EBITDA to reach about $78 million in 2025,
which is significantly below our previous forecast of $90
million-$100 million. As a result, Draslovka's leverage will remain
elevated, at about 7.3x in 2025, or 4.5x excluding its preferred
equity certificates (PECs). This is higher than our previous
expectation of 6.0x-6.5x in 2025, or below 4.0x excluding the PECs.
We include the $221 million preference shares owned by Oaktree, a
third-party financial investor, in adjusted debt."

Caustic soda prices in Europe have remained higher than in other
regions and have reduced the margins on the sodium cyanide (NaCN)
that Draslovka produces at its site in Kolin, the Czech Republic.
In addition, despite a 4% increase in NaCN volumes in the first
nine months of 2025 compared with the same period in 2024, the
margin on these volumes has dropped due to the renewal of some
offtake contracts and the absence of glycine leaching technology
(GLT) license sales. Demand for NaCN remains strong, as Draslovka
can place any additional uncontracted volumes in the spot market,
albeit at lower-than-contracted prices.

The hydrogen cyanide business also fell short of the budget due to
lower offtake volumes and lower margins stemming from Draslovka's
dependence on the sole on-site customer. As a result, management
revised down its unadjusted full-year EBITDA guidance for 2025 by
more than 21% to $78.0 million from $99.5 million.

S&P said, "Free operating cash flow (FOCF) will stay negative in
2025, and we expect this to remain the case in 2026. Lower EBITDA
and higher working capital outflows than we anticipate should lead
to negative FOCF of $25 million-$15 million in 2025. We now
forecast that FOCF will remain negative in 2026 and only turn
comfortably positive in 2027. We expect higher working capital
outflows of about $20 million due to higher receivables and
inventories and lower payables compared with our previous base
case.

"Capital expenditure (capex) is below the budget due to the
termination of Draslovka's collaboration with Natron Energy
following Natron Energy's liquidation, which lowers capex to about
$35 million-$40 million in 2025. Draslovka is actively looking into
how to collaborate with the wider sodium-ion battery industry once
the liquidation process is complete. Draslovka is developing its
production of Prussian blue, which is a key raw material in the
manufacture of sodium-ion batteries. Maintenance capex should ease
in 2026 as Draslovka should complete its hydrogen cyanide storage
project this year. Nevertheless, we continue to forecast total
capex of about $40 million in 2025 as we expect Draslovka's
investments in sodium ion to resume in the second half of 2026.

"We see heightening refinancing risk as the term loan B and
revolving credit facility (RCF) are due in less than 12 months.
While we understand that Draslovka is actively working on several
options to refinance its term loan B and RCF as the maturity date
is now less than a year away, in December 2026. This has led us to
revise our liquidity assessment to weak as the debt has become
short term. Draslovka's shareholders will inject $60 million of
equity in December 2025, and the company will use this to repay $10
million of the RCF and $50 million of the term loan B to facilitate
their refinancing. Since 2022, shareholders have injected about
$160 million of equity to support Draslovka and help it maintain
adequate liquidity despite negative FOCF. Our CreditWatch negative
placement reflects that a lack of successful refinancing activity
over the coming weeks could result in a downgrade.

"We assess Draslovka's liquidity as weak. The company's debt
consists of a term loan B and an RCF that are due in December 2026.
These became short-term debt instruments in December 2025,
resulting in a weak liquidity assessment. We expect Draslovka to
conclude its negotiations on the refinancing in the coming weeks.

"The CreditWatch negative placement reflects the possibility of
another downgrade in the next 90 days if Draslovka does not make
tangible progress toward refinancing, as this could strain the
liquidity of both Draslovka and its subsidiaries, thereby
jeopardizing Draslovka's ability to meet its financial obligations.
Consequently, we may lower our ratings if the refinancing takes
longer than we anticipate, thus intensifying liquidity pressure. We
could remove the ratings from CreditWatch and affirm them if
Draslovka successfully refinances the upcoming debt maturity."




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E S T O N I A
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AS LHV: Moody's Affirms Ba1 Subordinate Debt Rating, Outlook Pos.
-----------------------------------------------------------------
Moody's Ratings has affirmed all the ratings and assessments of AS
LHV Group (LHV Group) and AS LHV Pank (LHV Pank), collectively
referred to as LHV. This includes LHV Pank's A3/P-2 long- and
short-term deposit ratings, the baa3 Baseline Credit Assessment
(BCA) and Adjusted BCA, the A3/P-2 long- and short-term
Counterparty Risk Ratings (CRRs), and the A3(cr)/P-2(cr) long- and
short-term Counterparty Risk Assessments (CR Assessments).
Additionally, Moody's affirmed LHV Group's Baa2 long-term
local-currency issuer and senior unsecured debt ratings, the Ba1
subordinate debt rating, and Ba3 (hyb) non-cumulative preferred
stock rating.

The positive outlooks on LHV Pank's long-term deposit ratings, and
LHV Group's long-term local-currency issuer and senior unsecured
debt ratings are maintained.

RATINGS RATIONALE

The affirmation of LHV's ratings and assessments reflects the
affirmation of LHV Pank's baa3 BCA, the group's principal operating
subsidiary, and unchanged loss given failure assumptions. Moody's
assumptions of a low probability of support from the Government of
Estonia (A1, stable) remains unchanged, reflecting its modest size
but growing systemic importance, and continues to provide no
additional uplift to the ratings.

The baa3 BCA reflects LHV's robust return on tangible assets, which
Moody's expects to stabilise at levels above 1% over the next 12-18
months. The bank's returns have been supported by its strong
digital capabilities and customer offering, enabling it to expand
in Estonia and establish itself as the country's third-largest
domestic financial group, and expand its business in the UK,
focusing on SME lending, deposit-taking and payment services.

LHV is predominantly funded by granular retail and business
deposits in Estonia, while the level of wholesale funding is
modest. In the UK, the bank relies on price-sensitive platforms and
offers payment services to financial intermediaries, adding
potential volatility. These risks are mitigated by prudent
liquidity management, evidenced by a very high core banking
liquidity ratio of 45.1% at year-end 2024, with high quality liquid
assets far exceeding its intermediary deposits.

While the bank has maintained low credit losses and only a modest
share of problem loans, albeit rising from 0.8% at year-end 2024 to
1.7% by September 2025, its credit profile remains constrained by
asset and governance risks linked to an aggressive strategy
underpinned by rapid multi-year lending growth across its Estonian
franchise and recent UK SME expansion. After a brief moderation in
2023, growth accelerated to 28% in 2024 and 20% in the nine months
to September 2025 (on an annualised basis), raising seasoning
concerns. These risks are exacerbated by a sizeable corporate and
SME portfolio, and a significant exposure to commercial real
estate.

OUTLOOK

The positive outlooks on LHV Group and LHV Pank's ratings (where
applicable) reflect Moody's expectations that the bank's credit
quality will strengthen as its portfolio seasons and continues to
build track record in the UK, while maintaining a modest level of
problem loans, below 3% of gross loans, and low credit losses. It
also balances Moody's expectations that risks related to still high
lending growth and the bank's increasing share of corporate lending
and concentration in commercial real estate will remain elevated as
the bank delivers on its strategy albeit that pace of asset growth
will start to moderate.

The positive outlooks also reflects Moody's expectations that the
bank will maintain its strong capitalisation, robust profitability
and good cost efficiency, and high liquidity buffers over the next
12-18 months.

In addition, the positive outlook on LHV Pank's long-term deposit
ratings reflects Moody's views that, as the bank's domestic
Estonian portfolio expands, the probability of government support
in case of need may increase, creating positive rating pressure.

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

LHV Group's and LHV Pank's ratings and assessments could be
upgraded following a moderation in lending growth, to below two
times the rate of system loan growth, while concentration in real
estate lending doesn't materially increase and while maintaining
its problem loans ratio below 2% and low credit losses, combined
with a tangible common equity to risk-weighted assets (TCE/RWA)
ratio above 16% and net income consistently exceeding 1.25% of
tangible assets. LHV Group's senior unsecured debt and long-term
issuer ratings could also be upgraded if there is a material
increase in the volume of junior securities.

LHV Pank's long-term deposit ratings could also be upgraded if the
bank's market shares in deposit-taking and lending in Estonia
continue to grow, increasing its systemic importance, leading to a
higher assessment of government support and a resulting one-notch
uplift to the ratings.

LHV Group's and LHV Pank's ratings and assessments could be
downgraded if its asset quality, core capitalisation, or
profitability deteriorates, or if the bank significantly reduces
its high-quality liquid resources relative to its more volatile
financial intermediary deposits. Furthermore, lower levels of loss
absorbing obligations as a proportion of tangible banking assets,
or faster than expected balance sheet growth could lead to a
downgrade of LHV Group's long-term issuer and senior unsecured
ratings, and LHV Pank's long-term deposit ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2025.

LHV Pank's "Assigned BCA" of baa3 is set three notches below the
"Financial Profile" initial score of a3 to reflect asset and
governance risks stemming from an aggressive strategy underpinned
by high lending growth and its UK expansion, as well as sizable
exposure to commercial real estate lending.



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G E R M A N Y
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HT TROPLAST: S&P Affirms 'B' LT ICR, Alters Outlook to Negative
---------------------------------------------------------------
S&P Global Ratings revised its outlook on German window profiles
manufacturer HT Troplast GmbH (Profine) to negative from stable and
affirmed its 'B' long-term issuer and issue ratings on the
company.

S&P said, "The negative outlook reflects our view that we could
lower the rating if the market recovery or positive impact from the
strategic growth investments do not materialize as expected,
keeping FOCF negative and weighing on liquidity.

"Wе expect HT Troplast GmbH (Profine) will generate earnings and
cash flow below our previous estimates for 2025 and 2026, and
forecast the adjusted debt to EBITDA to be above our 5.5x downside
rating threshold this year, and close to the same threshold in
2026.

"We also expect that free operating cash flow (FOCF) will be
negative in 2025, triggering drawings under the revolving credit
facility (RCF).

"We anticipate Profine's credit metrics will be weaker than
expected in 2025 and 2026 due to delayed market recovery and the
effects from strategic growth investments. Despite improved demand
signals in the second half of 2025, we anticipate that the overall
building materials market across Europe will remain challenging
until at least second-half 2026. The company's performance was
affected by the prolonged business recovery, particularly in
Germany, where the effects of the EUR500 billion infrastructure
plan have not yet been observed. The weak demand situation in
Russia also contributed to the underperformance. Additionally, it
was pressured by costs and capital expenditure (capex) related to
the growth investments. Therefore, we estimate that revenue will
increase only 1.6%-2.0% to EUR809 million-EUR814 million for 2025,
at the lower end of what we had previously forecast. We now
forecast revenue growth of 6.5%-7.0% to EUR860 million-EUR870
million in 2026, mainly on the positive effects from the group's
strategic growth projects over the next year. These relate to
expansion in strategic regions (such as the U.S., Latin America and
Turkiye), efficiency measures (such as Poland and Bosnia) and
portfolio growth and diversification (for instance, hybrid and
aluminum systems). In addition, we expect the continued
stabilization of sales volume and slowly improving market
conditions to bring moderate organic growth. Furthermore, despite
favorable gross profit development, the company's adjusted EBITDA
margin was burdened by a higher cost base, mainly personnel
expense, from the investments in strategic growth projects that are
supposed to contribute to sales at the beginning of 2026. We now
expect the adjusted EBITDA margin to be 11.1%-11.5% in 2025, a drop
from 13.6% in 2024 and lower than our previous forecast of
12.3%-12.5%. We expect that the margin will slightly improve in
2026, to 12.1%-12.5%, owing to the positive effects from the
strategic growth projects and the compensation of associated
costs.

"We expect Profine's adjusted debt to EBITDA will increase to
5.9x-6.3x in 2025 from 5.1x at year-end 2024, and remain close to
5.5x in 2026. Driven by the impact of the strategically increased
cost base and the prolonged overall challenging market conditions
on the company's adjusted EBITDA, we now expect adjusted leverage
in 2025 will be above our previous forecast of 5.3x-5.5x. We expect
slight deleveraging in 2026 to 5.2x-5.6x, driven mainly by the
expected improvement of adjusted EBITDA from the effects from the
strategic growth investments.

"We expect FOCF to turn slightly positive in 2026 from negative in
2025. We estimate Profine's FOCF will be negative in 2025, at EUR9
million-EUR13 million in 2025, a decrease from positive EUR4.1
million in 2024. This is due mainly to lower-than-expected
profitability as well as continued investments in the group's net
working capital, both primarily driven by the implementation of the
strategic growth initiatives. We assume slight improvement of net
working capital and flexibility to limit capex in 2026 to EUR35
million-EUR40 million. We anticipate that this, along with the
expected improvement in the company's EBITDA, will turn FOCF
positive, to EUR10 million-EUR12 million.

"Liquidity remains adequate, although we believe it is constrained
by limited FOCF and drawings from RCF. The company had EUR30.4
million in cash on its balance sheet on Sept. 30, 2025, as well as
about EUR61 million available under its EUR85 million RCF.
Nevertheless, drawings under the RCF might be restricted to EUR5
million-EUR6 million (without testing the covenant, considering the
tight covenant headroom). Additionally, although there is no
immediate maturity risk, the company aim to refinance early both
its RCF, which matures in January 2028, and its EUR380 million
senior secured notes, which mature in July 2028. We anticipate that
the terms of the refinancing will depend on Profine's operating
performance along with lowering leverage, in 2026 and 2027. We
expect the company will refinance well ahead of maturity and before
the liabilities become near-term.

"The negative outlook reflects our view that we could lower the
rating if the market recovery or the positive impact from the
strategic growth investments do not materialize as expected,
keeping free cash flow negative and weighing on liquidity."

S&P could consider lowering the rating if:

-- Profine's operating performance deteriorates, keeping FOCF
remaining negative in 2026, without prospects for a swift recovery
and causing pressure on liquidity; or

-- The company pursues debt-funded acquisitions, capital
investments, or shareholder distributions, resulting in higher
adjusted debt to EBITDA.

S&P could revise the outlook to stable if:

-- Profine's operating performance recovers such that FOCF turns
positive and sustainably above EUR10 million;

-- Adjusted leverage approaches 5.5x in 2026; and

-- Liquidity remains adequate.


TELE COLUMBUS: Moody's Cuts CFR & Sr. Secured Notes Rating to Caa2
------------------------------------------------------------------
Moody's Ratings has downgraded Tele Columbus AG's ("Tele Columbus"
or "the company") long-term corporate family rating to Caa2 from
Caa1 and its probability of default rating to Caa2-PD from Caa1-PD.
Moody's have also downgraded to Caa2 from Caa1 the company's backed
senior secured notes as well as the senior secured term loan B
(TLB) issued by the company, both due in 2029. The outlook remains
negative.

"The downgrade reflects the company's increasingly unsustainable
capital structure raising the probability of default due to the
absence of meaningful improvement in operating performance
resulting in a persistently very high leverage, sustained negative
free cash flow (FCF) generation despite the company accruing a
large part of interest, and weakening liquidity," says Agustin
Alberti, a Moody's Ratings Vice President–Senior Analyst and lead
analyst for Tele Columbus.

RATINGS RATIONALE

Tele Columbus' operating performance in 2025 will be weaker than
anticipated, amid a highly competitive environment. Moody's expects
that the company's revenues will slightly decrease in 2025 to
around EUR420 million and that Moody's adjusted EBITDA will be
lower than initially expected at around EUR150 million, mainly due
to the loss of high margin TV revenues which are not fully
mitigated by increasing Internet & Telephony earnings and high
restructuring costs.

Moody's expects that negative FCF generation (as adjusted by
Moody's) will moderate to - EUR67 million in 2025 and - EUR37
million in 2026 compared to - EUR115 million in 2024 due to EBITDA
growth and capex reduction. In the absence of any additional
liquidity measures, the company is reducing costs and capex with Q3
2025 FCF only negative at around EUR5 million.

In addition, the reduction of capital expenditures will have
significant implications for Tele Columbus' medium-term growth
prospects. By limiting investments in network upgrades, the company
risks falling behind competition with other telecom operators and
infrastructure providers which will continue to invest at pace in
fiber networks.

Moody's expects Tele Columbus' gross leverage level to remain high
at around 12.0x in 2025, because current EBITDA is depressed by
high restructuring costs, and to only gradually decrease to 10.7x
in 2026 supported by EBITDA growth. However, leverage reduction is
constrained since the PIK interest will gradually increase gross
financial debt levels above EUR1.8 billion at maturity date. Lack
of meaningful de-leveraging and sustained negative free cash flow
generation over the last three years have increased refinancing
risk as Tele Columbus moves closer to the debt maturity in early
2029.

In addition, Tele Columbus' rating is constrained by its relatively
small scale; the persistent high competition from other telecom and
cable operators; its declining legacy cable TV business; the
execution risks associated with its ambitious investment plan; and
the need to secure additional funding to implement its investment
plan.

The Caa2 CFR is nevertheless supported by the company's
long-standing customer relationships with housing associations; the
gradual modernisation of the network, leading to a more sustainable
business model; the growth opportunities in the broadband business;
and the historical commitment of its main shareholder to the
execution of its strategy through capital injections.

LIQUIDITY

Moody's views Tele Columbus' liquidity as weak due to a combination
of negative FCF generation and a cash balance of EUR67.5 million as
of September 2025 which Moody's expects to decrease over the next
12 months.

The debt facilities have the benefit of a minimum liquidity
covenant, requiring the group to draw down equity if liquidity
falls below EUR20 million.

STRUCTURAL CONSIDERATIONS

Tele Columbus' PDR is Caa2-PD, in line with the CFR reflecting the
use of a family recovery rate of 50%, which is standard for capital
structures that include both loans and bonds. The company's capital
structure comprises backed senior secured notes as well as the
senior secured term loan B, both rated Caa2. All backed senior
secured debt ranks pari passu and benefits from the same security
package, which mainly consists of share pledges.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectations that liquidity
will weaken over the next 12–18 months because of decreasing cash
balance due to continued negative FCF. The negative outlook also
reflects Moody's expectations of only moderate deleveraging during
the period from a very high level.

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

Upward pressure on the rating may arise over the medium term if
Tele Columbus delivers prolonged revenue and earnings growth such
that Moody's-adjusted gross debt/EBITDA decreases significantly
thus enhancing the sustainability of the capital structure; FCF
generation improves considerably strengthening Tele Columbus'
liquidity position and allowing the company to cover capital
expenditures, including those to develop its network
infrastructure.

Downward pressure could result from a deterioration or no
meaningful improvement in Tele Columbus' operating performance
resulting in sustained high leverage levels or the company's
liquidity profile weakens materially. Negative pressure could also
arise if Moody's considers that recovery rates for the company's
debt instruments are lower than currently expected.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in December 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

Tele Columbus AG, based in Berlin, is the second-largest German
cable operator (by the number of homes connected), with strong
regional positions in eastern Germany and active operations
nationwide. In 2024, Tele Columbus reported EUR426 million in
revenue and EUR186 million in company normalised EBITDA.



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GROSVENOR PLACE 2025-4: S&P Assigns B- (sf) Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Grosvenor Place CLO
2025-4 DAC's class A, B, C, D, E, and F notes. At closing, the
issuer also issued EUR32.00 million unrated subordinated notes.

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

This transaction has a one-year non-call period and the portfolio's
reinvestment period will end three years after closing.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,550.89
  Default rate dispersion                                 626.27
  Weighted-average life (years)                             4.89
  Obligor diversity measure                               151.69
  Industry diversity measure                               23.43
  Regional diversity measure                                1.25

  Transaction key metrics

  Total par amount (mil. EUR)                             425.00
  Defaulted assets (mil. EUR)                               0.00
  Number of performing obligors                              174
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  'AAA' target portfolio weighted-average recovery (%)     36.79
  Target weighted-average spread (net of floors, %)         3.64
  Target weighted-average coupon (%)                         N/A

N/A--Not applicable.

Rating rationale

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

"In our cash flow analysis, we modelled the EUR425 million par
amount, the covenanted weighted-average spread of 3.50%, the
covenanted weighted-average coupon of 4.50%, and the target
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk
limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"Until the end of the reinvestment period on Dec. 19, 2028, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

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

"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these notes. The
class A notes can withstand stresses commensurate with the assigned
rating.

"The class F notes' current break-even default rate (BDR) cushion
is negative at the 'B-' rating level. Based on the portfolio's
actual characteristics and additional overlaying factors, including
our long-term corporate default rates and recent economic outlook,
we believe this class is able to sustain a steady-state scenario,
in accordance with our criteria.

S&P's analysis reflects several factors, including:

-- The class F notes' available credit enhancement is in the same
range as that of other CLOs S&P has rated and that has recently
been issued in Europe.

-- S&P's model generated BDR at the 'B-' rating level of 22.41%
(for a portfolio with a weighted-average life of 4.89 years),
versus if it was to consider a long-term sustainable default rate
of 3.2% for 4.89 years, which would result in a target default rate
of 15.65%.

-- Whether the tranche is vulnerable to non-payment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.

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

Grosvenor Place CLO 2025-4 DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued by speculative-grade
borrowers. CQS (UK) LLP manages the transaction.

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

  A      AAA (sf)   263.50    38.00    Three/six-month EURIBOR
                                       plus 1.275%

  B      AA (sf)     46.80    26.99    Three/six-month EURIBOR
                                       plus 2.10%

  C      A (sf)      25.50    20.99    Three/six-month EURIBOR
                                       plus 2.50%

  D      BBB- (sf)   29.80    13.98    Three/six-month EURIBOR
                                       plus 3.50%

  E      BB- (sf)    19.10     9.48    Three/six-month EURIBOR
                                       plus 6.00%

  F      B- (sf)     12.80     6.47    Three/six-month EURIBOR
                                       plus 8.86%

  Sub. Notes  NR     32.00      N/A    N/A

*S&P said, "Our ratings on the class A and B notes address timely
interest and ultimate principal payments. Our ratings on 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.

Sub. notes--Subordinated notes.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


HARVEST CLO XVI: S&P Assigns B- (sf) Rating to Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Harvest CLO XVI
DAC's class A-R to F-R notes. At closing, there are outstanding
unrated subordinated notes from the existing transaction and the
issuer also issued additional subordinated notes.

This transaction is a reset of the already existing transaction
which S&P did not rate. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date.

The portfolio's reinvestment period will end approximately 3.0
years after closing, while the noncall period will end 1.0 year
after closing.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks
  
  S&P Global Ratings' weighted-average rating factor    2,759.71
  Default rate dispersion                                 594.52
  Weighted-average life (years)                             4.17
  Obligor diversity measure                               135.85
  Industry diversity measure                               18.74
  Regional diversity measure                                1.38
  
  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           2.51
  Target 'AAA' weighted-average recovery (%)               36.11
  Target weighted-average coupon (%)                        4.06
  Target weighted-average spread (net of floors; %)         3.65

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

Rating rationale

S&P said, "The portfolio is 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 (3.50%), and the
covenanted weighted-average coupon (4.00%) as indicated by the
collateral manager. We have assumed the targeted weighted-average
recovery rates at all rating levels. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO will be in its reinvestment period
from closing until Dec. 19, 2028, during which the transaction's
credit risk profile could deteriorate, we have capped the assigned
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 rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."

The ratings uplift for the class F-R notes reflects several key
factors, including:

-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P said, "Our model generated break-even default rate at the
'B-' rating level of 17.92% (for a portfolio with a
weighted-average life of 4.17 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.17 years, which
would result in a target default rate of 13.34%."

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.

"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 current counterparty criteria.

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

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

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios. These sensitivity runs are also run on
reduced target par amount as per the paragraph above.

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

Environmental, social, and governance

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

  Ratings

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

  A-R    AAA (sf)    248.00   38.00    Three/six-month EURIBOR
                                       plus 1.26%

  B-R    AA (sf)      44.00   27.00    Three/six-month EURIBOR
                                       plus 2.05%

  C-R    A (sf)       24.00   21.00    Three/six-month EURIBOR
                                       plus 2.40%

  D-R    BBB- (sf)    28.00   14.00    Three/six-month EURIBOR
                                       plus 3.50%

  E-R    BB- (sf)     18.00    9.50    Three/six-month EURIBOR
                                       plus 5.76%

  F-R    B- (sf)      12.00    6.50    Three/six-month EURIBOR
                                       plus 8.26%

  Sub.   NR           54.40     N/A    N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.

HAYFIN EMERALD IX: S&P Assigns B- (sf) Rating to Class F-2-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Hayfin Emerald
CLO IX DAC's class X-R A-R, B-1-R, B-2-R, C-R, D-R, E-R, F-1-R, and
F-2-R notes. At closing, the issuer also issued unrated
subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans and bonds. The
portfolio's reinvestment period will end 4.50 years after closing.

This transaction is a reset of the already existing transaction
that closed in April 2022. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date. S&P has withdrawn its ratings on the
original notes.

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

The ratings assigned to Hayfin Emerald CLO IX DAC's reset notes
reflect our assessment of:

The diversified collateral pool, which primarily comprises broadly
syndicated speculative-grade senior secured term loans and bonds
that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

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

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,673.60
  Default rate dispersion                                 700.91
  Weighted-average life (years)                             4.12
  Weighted-average life extended to cover
  the length of the reinvestment period (years)             4.50
  Obligor diversity measure                               123.55
  Industry diversity measure                               16.73
  Regional diversity measure                                1.25

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           4.33
  Actual 'AAA' weighted-average recovery (%)               35.61
  Actual weighted-average spread (net of floors; %)         3.65
  Actual weighted-average coupon (%)                        3.19

Rationale

S&P said, "The portfolio is 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 (3.55%), the actual
weighted-average coupon (3.19%), and the actual weighted-average
recovery rates calculated in line with our CLO criteria for all
classes of notes. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"Until the end of the reinvestment period on June 19, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained."

The transaction also features a principal redemption mechanism for
the class F-2-R notes (turbo redemption).

Through the reverse turbo redemption, 25% of remaining interest
proceeds available before equity distribution are used to pay down
principal on the class F-2-R notes.

S&P said, "We have not given credit to this turbo redemption in our
cash flow analysis, considering the position of the senior payments
in the waterfall and the ability to divert interest proceeds to
purchase workout loans and bankruptcy exchange without the latter
being quantifiable.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

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

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

"The CLO is managed by Hayfin Emerald Management LLP, and the
maximum potential rating on the liabilities is 'AAA' under our
operational risk criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to F-1-R notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment
phase--during which the transaction's credit risk profile could
deteriorate--we have capped our assigned ratings on the notes. The
class X-R and A-R notes can withstand stresses commensurate with
the assigned ratings.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class F-2-R notes could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria and assigned a 'B- (sf)' rating to this
class of notes."

The ratings uplift for the class F-2-R notes reflects several key
factors, including:

-- The class F-2-R notes' available credit enhancement, which is
in the same range as that of other CLOs S&P has rated and that have
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 24.08% (for a portfolio with a weighted-average
life of 4. 501 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.501 years, which would
result in a target default rate of 14.40%.

-- 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-2-R notes is commensurate with
the assigned 'B- (sf)' rating.

"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
X-R to F-2-R notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class X-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-2-R notes."

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

Hayfin Emerald CLO IX DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. It is managed by Hayfin
Emerald Management LLP.

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

  X-R     AAA (sf)    1.500    N/A               3mE +1.05%
  A-R     AAA (sf)   244.00    39.00             3mE +1.38%
  B-1-R   AA (sf)     29.50    27.88             3mE +2.10%
  B-2-R   AA (sf)     15.00    27.88             4.95%
  C-R     A (sf)      23.00    22.13             3mE +2.60%
  D-R     BBB- (sf)   28.50    15.00             3mE +3.90%
  E-R     BB- (sf)    17.00    10.75             3mE +6.45%
  F-1-R   B- (sf)     10.00     8.25             3mE +8.50%
  F-2-R   B- (sf)      4.00     7.25             3mE +8.00%
  Sub     NR           40.8      N/A             N/A

*The ratings assigned to the class X-R, A-R, B-1-R, and B-2-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, F-1-R, and F-2-R notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month EURIBOR.

INDIGO CREDIT: S&P Assigns BB- (sf) Rating to Class E-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Indigo Credit
Management I DAC's class B-R, C-R, D-R, and E-R notes. At the same
time, S&P affirmed its rating on the existing class F notes and
withdrew its ratings on the original class B, C, D, and E notes. At
closing, the issuer had unrated class A-R notes (which has also
been refinanced) and subordinated notes outstanding from the
existing transaction.

On Dec. 19, 2025, Indigo Credit Management I DAC refinanced the
existing class A, B, C, D, and E notes and class A loans
(originally issued in Nov. 2023) through an optional redemption and
issued replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except that the replacement notes
will have a lower spread over Euro Interbank Offered Rate (EURIBOR)
than the original notes.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,653.49
  Default rate dispersion                                 513.09
  Weighted-average life (years)                             4.79
  Obligor diversity measure                                96.88
  Industry diversity measure                               24.69
  Regional diversity measure                                1.30

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           2.00
  Actual target 'AAA' weighted-average recovery (%)        35.98
  Actual target weighted-average spread (net of floors; %)  3.77
  Actual target weighted-average coupon                     4.25

Rating rationale

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

The portfolio's reinvestment period will end on May 9, 2028.

S&P said, "The portfolio is 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 modeled a target par of EUR350
million. We also used the portfolio's actual weighted-average
spread (3.77%), actual weighted-average coupon (4.25%), and the
actual portfolio weighted-average recovery rates (WARR) for all
rated notes.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

"Under our structured finance sovereign risk criteria, we consider
that 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-R, C-R, D-R, and E-R notes could
withstand stresses 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 capped our assigned ratings on these refinanced
notes.

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

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F 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 said, "Our model generated break-even default rate at the
'B-' rating level of 22.72% (for a portfolio with a
weighted-average life of 4.79 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.79 years, which
would result in a target default rate of 15.33%."

-- 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 notes is commensurate with the
assigned 'B- (sf)' rating.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
B-R, C-R, D-R, E-R, and F 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 B-R to E-R
notes based on four hypothetical scenarios.

Environmental, social, and governance

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

  Ratings assigned
         Replacement  Original
                             Notes        notes
                    Amount   interest     interest       Credit
  Class  Rating*  (mil. EUR) rate§        rate†    
enhancement(%)

  A-R   NR        217.00     3m Euribor     3M Euribor    38.00  
                             + 1.26%        + 1.78%

  B-R   AA (sf)    35.90     3m Euribor     3M Euribor    27.74
                             + 2.00%        + 2.60%

  C-R   A (sf)     21.00     3m Euribor     3M Euribor    21.74
                             + 2.40%        + 3.50%

  D-R   BBB- (sf)  23.60     3m Euribor     3M Euribor    15.00   
                             + 3.40%        + 5.40%

  E-R   BB- (sf)   15.80     3m Euribor     3M Euribor    10.49
                             + 6.00%        + 7.38%

  Ratings affirmed

  Class   Rating*  Amount (mil. EUR)  Notes interest rate §

  F       B- (sf)     12.30            3m Euribor + 9.45%  

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

3mE--Three-month EURIBOR (Euro Interbank Offered Rate).


ROCKFORD TOWER 2025-3: S&P Assigns B- (sf) Rating to Class F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Rockford Tower
Europe CLO 2025-3 DAC's class A loan and class A, B, C, D, E, and F
notes. At closing, the issuer also issued subordinated notes.

The ratings reflect S&P's assessment of:

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

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

-- The collateral manager's experienced team, which can affect the
performance of the rated loan and notes through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,772.58
  Default rate dispersion                                 534.28
  Weighted-average life (years)                             4.96
  Obligor diversity measure                               135.94
  Industry diversity measure                               23.91
  Regional diversity measure                                1.23

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           1.13
  Actual 'AAA' weighted-average recovery (%)               36.99
  Actual weighted-average spread (%)                        3.84
  Actual weighted-average coupon (%)                        6.22

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

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the portfolio's covenanted weighted-average
spread (3.70%), covenanted weighted-average coupon (4.50%), and the
identified weighted-average recovery rates. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Until the end of the reinvestment period on July 15, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the loan and notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"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 current counterparty criteria.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings assigned are
commensurate with the available credit enhancement for the class A
loan and class A notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B, C, D, and E
notes could withstand stresses commensurate with higher ratings
than those we have 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 assigned on the notes.

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

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F 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 said, "Our model generated break-even default rate at the
'B-' rating level of 26.33% (for a portfolio with a
weighted-average life of 4.96 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.96 years, which
would result in a target default rate of 15.87%."

-- 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 notes is commensurate with the
assigned 'B- (sf)' rating.

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A loan and 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 said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

Rockford Tower Europe CLO 2025-3 DAC securitizes a portfolio of
primarily senior-secured leveraged loans and bonds. The transaction
is managed by Rockford Tower Capital Management LLC.

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

  A       AAA (sf)    118.00     38.00           3mE + 1.31%
  A Loan  AAA (sf)    130.00     38.00           3mE + 1.31%
  B       AA (sf)      44.00     27.00           3mE + 1.95%
  C       A (sf)       24.00     21.00           3mE + 2.25%
  D       BBB- (sf)    29.00     13.75           3mE + 3.10%
  E       BB- (sf)     18.00      9.25           3mE + 5.65%
  F       B- (sf)      11.00      6.50           3mE + 8.50%
  Sub notes   NR       32.90       N/A           N/A

*The ratings assigned to the class A loan and 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 6mE when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


VESEY PARK: S&P Assigns B- (sf) Rating to Class F-R Notes
---------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Vesey Park CLO
DAC's class X-R, A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, there are outstanding unrated subordinated notes from the
existing transaction.

This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date. The
ratings on the original notes have been withdrawn.

The portfolio's reinvestment period will end approximately 4.5
years after closing, while the noncall period will end 1.75 years
after closing.

The ratings reflect S&P's assessment of:

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

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

-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loan through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,791.23
  Default rate dispersion                                  590.11
  Weighted-average life (years)                              3.66
  Weighted-average life extended to cover
  the length of the reinvestment period (years)              4.50
  Obligor diversity measure                                130.14
  Industry diversity measure                                17.00
  Regional diversity measure                                 1.30

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            2.92
  Target 'AAA' weighted-average recovery (%)                36.02
  Target weighted-average coupon (%)                         3.43
  Target weighted-average spread (net of floors; %)          3.53

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

Rating rationale

S&P said, "The portfolio is 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 EUR397 million target par
amount, the covenanted weighted-average spread (3.48%), and the
covenanted weighted-average coupon (3.20%) as indicated by the
collateral manager. We have assumed the targeted weighted-average
recovery rates at all rating levels. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Hence, in our cash flow analysis, we
assumed a starting collateral size of less than target par (i.e.,
the EUR400 million target par minus the EUR3 million maximum
reinvestment target par adjustment amount).

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R and C-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO will be in its reinvestment period
from closing until June 19, 2030, during which the transaction's
credit risk profile could deteriorate, we have capped the assigned
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 rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."

The ratings uplift for the class F-R notes reflects several key
factors, including:

-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 21.78% (for a portfolio with a weighted-average
life of 4.5 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.5 years, which would result
in a target default rate of 14.40%.

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.

"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 current counterparty criteria.

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

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

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class X-R to E-R notes based on
four hypothetical scenarios. These sensitivity runs are also run on
reduced target par amount as per the paragraph above.

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

Environmental, social, and governance

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

  Ratings

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

  X-R    AAA (sf)     1.50      N/A     Three/six-month EURIBOR
                                        plus 1.00%

  A-R    AAA (sf)   244.00    39.00     Three/six-month EURIBOR   
                                        plus 1.31%

  B-R    AA (sf)     44.50    27.88     Three/six-month EURIBOR
                                        plus 1.98%

  C-R    A (sf)      24.50    21.75     Three/six-month EURIBOR
                                        plus 2.30%

  D-R    BBB- (sf)   29.00    14.50     Three/six-month EURIBOR
                                        plus 3.35%

  E-R    BB- (sf)    18.00    10.00     Three/six-month EURIBOR
                                        plus 5.50%

  F-R    B- (sf)     14.00     6.50     Three/six-month EURIBOR
                                        plus 8.95%

  Sub.   NR          30.50      N/A     N/A

The ratings assigned to the class X-R, A-R and B-R notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C-R, D-R, E-R, and F-R notes address ultimate
interest and principal payments.
§ The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
Sub.—Subordinated notes
NR--Not rated.
N/A--Not applicable.



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

RENO DE MEDICI: Moody's Cuts CFR to Caa3 & Sr. Secured Notes to Ca
------------------------------------------------------------------
Moody's Ratings has downgraded to Caa3 from Caa1 the long-term
corporate family rating and to Caa3-PD from Caa1-PD the probability
of default rating of the Italian recycled paper board producer Reno
De Medici S.p.A. (RDM or the company). Concurrently, Moody's
downgraded to Ca from Caa1 the instrument rating of the EUR600
million senior secured floating rate notes maturing in 2029. The
outlook remains negative.

RATINGS RATIONALE

The downgrade of the CFR and PDR reflects the increased probability
of default and lower recovery expectations. The decision to
downgrade the ratings is also driven by governance considerations.
Since Moody's last rating action in June, RDM did not manage to
stop or even reverse the negative performance trend. As a result,
the cash drain continued. Restructuring costs were the main reason
for RDM to report a further weakened contribution margin of EUR62.2
million for Q3 2025, down from EUR70.3 million in Q2 and EUR72.9
million in Q2 2024, which equals a contribution margin of EUR248
per ton sold, another low point in the current crisis. For Q3 2025
it reported an EBITDA of just EUR3.1 million, after EUR14.7 million
in Q2 and EUR10.8 million in Q3 2024. The company-adjusted run-rate
EBITDA – a measure which includes committed cost-savings
initiatives – fell to EUR104.6 million despite of adding EUR13.5
million for 'normalization of exceptional input costs inflation'
– a material decline from the EUR122 million shown in Q2 and the
EUR138.6 million seen at the end of 2024.

This leads to Moody's-adjusted key credit metrics, which are
materially outside of Moody's expectations set for the previous
Caa1 rating of RDM. Before considering EUR15.9 million of
management adjustments for non-recurring items Moody's calculates
an EBITDA of EUR34.1 million for the twelve months that ended in
September 2025. Comparing this against EUR796.2 million of
Moody's-adjusted (gross) debt Moody's get to a leverage of 23.4x
debt/EBITDA and a free cash flow (FCF) of EUR-71 million pointing
to an unsustainable capital structure and an increased probability
of default under Moody's definitions.

In view of the above Moody's changed the ESG scoring for financial
strategy & risk management to 5 from 4 and the governance score to
G-5 from G-4 which leads to a credit impact score of G-5 (from
previously G-4).

Looking ahead Moody's expects RDM to benefit from the recent
decline of market prices for recovered paper, RDM's key raw
material. Assuming no further material payments for restructuring,
Moody's expects a near-term reversal of the negative trend in
profitability and free cash flow.

RATIONALE FOR NEGATIVE OUTLOOK

It is key for RDM that the actions taken to restore profitability
are successful - RDM's capacity rationalization plan has already
improved mill utilization to 87% and reduced fixed costs by EUR46
million - otherwise the capital structure will remain
unsustainable. The negative outlook mirrors the negative trend in
operating profitability and reflects the increased likelihood of a
default under Moody's definitions including debt restructuring that
could lead to lower recoveries to the company's creditors than
currently factored in to the Caa3 rating.

LIQUIDITY

Liquidity is weak: The revolving credit facility (RCF) of EUR141.6
million (not considering EUR5 million of which has previously been
designated as a bilateral ancillary facility) was drawn by EUR120
million as of 30 September, meanwhile the facility has been fully
drawn. During Q4 RDM raised another EUR50 million which is expected
to be repaid in Q1 2026 from the proceeds resulting from the
completion of the sale of real estate following the closure of the
Barcelona mill. Under the assumptions of Moody's base scenario
remaining liquidity sources are barely sufficient to cover expected
liquidity needs for next 12 months.

The RCF contains a springing covenant at 8x senior secured net
leverage ratio (6.5x in Q3 2025) tested quarterly when the facility
is more than 40% drawn. Covenant headroom is tight, RDM will be
challenged to meet the financial covenants agreed with its
lenders.

STRUCTURAL CONSIDERATIONS

Moody's rates the EUR600 million senior secured notes issued by
Reno De Medici S.p.A. at Ca, one notch below the long-term
corporate family rating. The notching of this instrument reflects
its junior ranking behind the super senior revolving credit
facility, which has been fully drawn recently, and Moody's
assumptions of preferred treatment of trade payables in a
going-concern scenario.

The RCF and the senior secured notes share the same collateral
package, consisting of shares in all material operating
subsidiaries of the group, representing at least 80% of
consolidated EBITDA.

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

Upward pressure on the ratings could arise if RDM achieves a
material and sustainable recovery in its operating performance,
resulting in the improvement in its leverage, FCF generation and
liquidity position.

The ratings could be downgraded if RDM's operating performance and
liquidity further deteriorate such that Moody's believes lender
recovery prospects are lower than current expectations or
probability of default has increased. Any concerns regarding the
company's liquidity position would put additional pressure on the
ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in November 2025.

Reno De Medici's Caa3 CFR is currently two notches below the Caa1
scorecard-indicated outcome. This is largely reflective of Moody's
views that the capital structure is unstainable and an increased
probability of default under Moody's definitions.

COMPANY PROFILE

Headquartered in Milan, Italy, Reno De Medici S.p.A. is a leading
European producer and distributor of recycled paperboard. The
company operates eight mills across six European countries with a
total capacity of 1.4 million tons per year. In the last 12 months
ended September 2025, RDM generated around EUR740 million of
revenue (excluding discontinued operations). Since 2021 the company
is indirectly controlled by funds managed by Apollo Impact Mission
Management, L.P.



=================
L I T H U A N I A
=================

AVIA SOLUTIONS: S&P Affirms 'BB-' ICR, Alters Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Avia Solutions Group
(ASG) and core financial subsidiary ASG Finance DAC to negative
from stable. S&P also affirmed its 'BB-' long-term issuer credit
rating and issue rating on the company and its senior unsecured
notes.

The negative outlook reflects S&P's view that the risks from the
Smartlynx transaction might strain ASG's ability to improve and
sustain its credit metrics to a rating-commensurate level,
including adjusted FFO to debt of at least 20%.

The Smartlynx sale, followed shortly by its bankruptcy, poses risks
for ASG that, if they materialize, could weigh on credit quality.
Smartlynx was one of ASG's largest subsidiaries, but had faced
operational issues in recent quarters and was supported by the
group via an intercompany loan (that we understand will now be
written off). The troubled subsidiary was sold in October 2025 to
its own management and a Dutch fund, Stichting Break Point
Distressed Assets Management, and shortly afterward filed for
bankruptcy. S&P said, "In our view, the transaction poses risks for
ASG and might impair its relationships with its stakeholders, which
in turn could negatively affect the group's operating or financial
performance. Furthermore, we believe that the lack of independence
of the board of ASG could weigh on its ability to oversee the
group's subsidiaries effectively given its complex structure with
multiple international subsidiaries. We will continue to closely
monitor governance-related risks, particularly following the
Smartlynx transaction. At the same time, ASG's leading position in
the global aircraft, crew, maintenance, and insurance (ACMI)
market, its well-diversified customer base that includes some of
the largest global airlines, its broad service portfolio, and its
solid liquidity position, along with the company's unencumbered
fleet and a track record of aircraft sales, are potentially
stabilizing credit factors."

Smartlynx transaction-related risks aside, its deconsolidation will
likely improve ASG's profitability and credit metrics, supported by
the group's leading position in the growing global passenger ACMI
lease market. Pro forma the Smartlynx sale, the group's operating
performance in the firsts nine months of 2025 was robust, with
reported revenue of EUR1.7 billion (up from EUR1.6 billion in the
first nine months of 2024) and reported EBITDA of about EUR326
million (versus about EUR290 million in the comparable period of
2024). The group's reported EBITDA margin pro forma the sale
(excluding Smartlynx) would have been about 19.2%, a material
improvement from 17.6% that was reported including Smartlynx. The
improvement in ASG's performance was primarily from an increase in
ACMI passenger services, as well as ground handling and
maintenance, repair, and overhaul (MRO) services. S&P said, "We
expect air travel demand to remain healthy, supporting growth for
these types of services. We therefore forecast S&P Global
Ratings-adjusted EBITDA (pro forma the Smartlynx deconsolidation)
of EUR360 million-EUR370 million in 2025 and an EBITDA margin of
16%-17%. In 2026, we expect adjusted EBITDA to increase to EUR450
million-EUR460 million and the group's EBITDA margin to improve to
17%-18%, as earnings contributions from the new air operator
certificates (AOCs) materializes. ASG has been establishing new
AOCs predominantly outside Europe to diversify into regions with
different seasonality patterns, smooth out the intrayear volatility
in the ACMI sector inherent for Europe, and tap into growth
opportunities in less competitive markets, with some having
quasimonopolistic structures."

S&P said, "Following the Smartlynx sale, we expect ASG's leverage
to improve. We forecast a significant reduction in ASG's gross
adjusted debt to about EUR1.1 billion-EUR1.2 billion as of 2025-end
from EUR1.7 billion as of 2024-end. This is due to the
deconsolidation of Smartlynx's adjusted debt, which largely
consisted of lease obligations. We therefore now forecast adjusted
FFO to debt to recover to a rating-commensurate level of 20%-22% in
2025, compared with 16.4% in 2024. Absent any uncertain impact from
risks from the Smartlynx transaction, in 2026, we expect ASG's
adjusted FFO to debt ratio improving toward 25%. This is
underpinned by our understanding that the group will maintain a
disciplined financial policy of prioritizing profitable organic
growth over discretionary spending.

"The negative outlook reflects that the risks from the Smartlynx
transaction might weigh on ASG's ability to improve and sustain its
credit metrics to a rating-commensurate level, including adjusted
FFO to debt of at least 20%, while maintaining a solid liquidity
position.

"We could lower the rating if adjusted FFO to debt does not recover
to at least 20% in the next few quarters or negative implications
from the Smartlynx transaction weigh on ASG's credit quality or
liquidity position.

"We could revise the outlook to stable if our perception of the
Smartlynx-related risks decrease and ASG's adjusted FFO to debt
recovers sustainably to at least 20%, while the company maintains a
solid liquidity position."

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Governance



===================
L U X E M B O U R G
===================

SES SA: Moody's Lowers Rating on Senior Unsecured Debt to Ba1
-------------------------------------------------------------
Moody's Ratings has downgraded to ba2 from ba1 the Baseline Credit
Assessment (BCA) of SES S.A. (SES or the company), a leading global
satellite services provider. At the same time, Moody's have
downgraded to Ba1 from Baa3 the backed senior unsecured instrument
ratings, to (P)Ba1 from (P)Baa3 the backed senior unsecured MTN
programme ratings of SES and its subsidiary SES AMERICOM, INC, to
Ba3 from Ba2 the backed junior subordinate (hybrid) ratings of SES,
and to Not-Prime (NP) from Prime-3 (P-3) the short-term backed
commercial paper ratings of SES and SES AMERICOM, INC.

Concurrently, Moody's have withdrawn SES's Baa3 long-term issuer
rating and subsequently assigned the company a Ba1 long-term
corporate family rating (CFR), and a Ba1-PD probability of default
rating (PDR), in line with Moody's practices for corporates with
non-investment grade ratings. The outlook of SES and its subsidiary
SES AMERICOM, INC has been changed to stable from negative.

"The downgrade reflects the material deviation in operating
performance relative to Moody's previous expectations when Moody's
changed the outlook on the rating to negative back in February,"
says Ernesto Bisagno, a Moody's Ratings Vice President - Senior
Credit Officer and lead analyst for SES.

"This deviation has caused a deterioration in credit metrics to
levels that are no longer commensurate with the previous Baa3
rating," adds Mr. Bisagno.

RATINGS RATIONALE

The company was already weakly positioned within its previous
rating category, and the additional pressure on credit metrics
resulting from deteriorating operating performance led to the
rating downgrade.

SES reported materially weaker pro forma results for the first nine
months of 2025, assuming full consolidation of Intelsat from
January 01. Total revenue declined by 1.8% year-over-year to EUR2.6
billion, while adjusted EBITDA decreased by 10.2% to EUR1,174
million. The reduction in EBITDA primarily reflects lower revenues
in the Media and Fixed & Maritime segments, as well as a shift in
business mix toward lower-margin activities, notably in Aviation
and Government. Furthermore, the full consolidation of Intelsat
resulted in high integration and restructuring costs, alongside
increased equipment revenues in Aviation, which typically generate
lower margins than recurring service revenues. Moody's anticipates
that operating performance will remain subdued in the fourth
quarter of 2025, with the potential for further earnings pressure
arising from the US government shutdown, which Moody's expects to
adversely affect the Government segment in this period.

Due to this deviation in performance, Moody's have also rebased
Moody's earnings forecasts for 2026–27. Despite the downward
revision and the impact from the restructuring costs in 2026, a
stabilization in the rate of decline in Video, coupled with robust
growth in the Government and Aviation segments and incremental
contributions from synergies, should support an improvement in
EBITDA towards EUR1.6 billion by 2027.

Some of the earnings pressure may be partially mitigated by
reductions in capital expenditure, particularly in relation to
Intelsat's GEO constellation. Moody's also expects the company to
pursue further optimization of its working capital requirements. As
a result, Moody's expects its Moody's-adjusted free cash flow (FCF)
to remain broadly neutral or marginally positive.

Following the rating downgrades, SES's hybrid instruments, totaling
approximately EUR1.5 billion, no longer receive equity credit and
are now fully accounted as debt under Moody's Hybrid Equity Credit
methodology published in February 2024. This adjustment increases
Moody's-adjusted gross debt-to-EBITDA by around 0.5x. However,
these instruments continue to offer some equity-like loss
absorption for senior creditors.

As a result, Moody's expects the company Moody's adjusted gross
debt-to-EBITDA ratio to increase towards 4.8x (assuming 100% debt
treatment on the hybrid instruments) in 2025, and to remain around
that level in 2026. In 2027, Moody's forecasts deleveraging towards
4.0x owing to the monetization of C-band spectrum and the use of
proceeds for debt reduction.

Despite the weakened credit metrics, Moody's expects Aviation and
Government segments to continue to generate strong revenue growth
thanks to the underlying strong demand. In addition, SES will
continue to offset the pressure on its connectivity business by
providing value-added multi-orbit solutions, which should allow SES
company to sustain or modestly increase EBITDA.

The Ba1 rating reflects a combination of the company's Baseline
Credit Assessment of ba2, which represents Moody's views of its
standalone creditworthiness and a one-notch uplift owing to Moody's
expectations of moderate support from the government of Luxembourg
(Aaa stable) and a low default dependence between the two entities.
The Luxembourg government holds an aggregate stake in SES of around
20%.

The one notch uplift owing to government support is supported by
the (1) track record of support from the Luxembourg government
towards SES, (2) the increased importance of the company for
Luxembourg and Europe in a more uncertain geopolitical environment,
where SES plays an important role owing to its Government business,
and (3) the fact that the combination with Intelsat improves SES'
competitiveness in a challenging sector as well as the long-term
sustainability of its business model.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The rating downgrade incorporates corporate governance
considerations associated with SES's weaker track record in meeting
forecasts, following the recent material underperformance, as well
as its tolerance for operating at higher leverage levels than those
consistent with an investment-grade rating for a sustained period
of time. The higher leverage primarily reflects the 2025 rebasing
as well as the deviation from Moody's prior expectations. These
factors have resulted in the Financial Strategy and Risk Management
score moving to 3 from 2 and the Management Track Record score
moving to 3 from 2. Consequently, the Governance Issuer Profile
Score (IPS) has shifted to G-3 from G-2, and the Credit Impact
Score (CIS) has moved to CIS-3 from CIS-2.

LIQUIDITY

SES's liquidity is adequate supported by approximately EUR800
million cash and cash equivalents, net of the EUR250 million
Schuldschein maturing in December 2025; and by the availability of
a fully undrawn EUR1.2 billion revolving credit facility, which
matures in June 2028 and carries no financial covenants.

Moody's expects the company's FCF to be broadly neutral or
marginally positive between EUR50 million - EUR100 million each
year, over 2026-27. The next material debt maturity is EUR650
million of bonds due in March 2026, while approximately EUR525
million of hybrid bonds will reach their first reset date in August
2026. In 2027, the company faces additional refinancing
requirements of EUR640 million of backed senior unsecured notes
maturing in May and November.

STRUCTURAL CONSIDERATIONS

SES's probability of default rating (PDR) of Ba1-PD is at the same
level as the CFR, reflecting the use of the standard 50% family
recovery rate assumption as is customary for capital structures
that include both term loans and bonds.

The Ba3 ratings on the hybrid bonds is two notches below SES' Ba1
long-term corporate family rating, primarily because the
instruments are deeply subordinated to other debt instruments in
the company's capital structure.

Following the downgrade to Ba1 from Baa3, the hybrid instruments
are now fully recognized as debt in Moody's adjusted leverage
calculations. Nevertheless, they continue to provide some
equity-like loss-absorption capacity for senior creditors, which
partially offsets the increase in leverage.

RATIONALE FOR STABLE OUTLOOK

While leverage will be initially high for the Ba1 rating, the
stable outlook reflects the expectation that the company will use
the proceeds from the C-band monetization in 2027 for debt
reduction, while a second tranche of proceeds will likely be
received in 2029, providing further financial flexibility.

The stable outlook also reflects the expected stabilization in
operating performance over 2026-27, driven by a normalization of
the rate of decline in Video, coupled with robust growth in the
Government and Aviation segments and incremental contributions from
synergies from the integration with Intelsat.

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

The ratings could be downgraded if competitive dynamics in the
satellite industry drive further pricing pressures such that the
company's operating performance deteriorates relative to Moody's
revised forecasts; its gross debt/EBITDA (Moody's-adjusted) remains
above 4.0x and its FCF turns negative on a sustained basis; or the
Luxembourg government or its wholly owned investment affiliates
reduce their aggregate economic ownership in SES below the current
level of around 20% (leading to SES no longer being considered a
Government-related Issuer), which could result in a one-notch
downgrade.

Conversely, the ratings could be upgraded if the company's
operating performance materially improves with steady growth in its
revenue and profit which would allow the company to generate
positive FCF and reduce its leverage (Moody's-adjusted gross
debt/EBITDA) to below 3.5x.

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

Headquartered in Luxembourg, SES S.A. is a leading company in the
fixed-satellite services (FSS) market. The Government of
Luxembourg, together with its wholly owned state banks, Banque et
Caisse d'Epargne de l'Etat (senior unsecured: Aa3 stable) and
Societe Nationale de Credit et d'Investisseme, owns around 20% of
SES. Following the acquisition of Intelsat, SES increased its size
with pro-forma EBITDA of EUR1.6 billion at September 2025 (up from
EUR1 billion in 2024 before the acquisition).



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

DBMS 2025-1: S&P Assigns Prelim BB+ (sf) Rating to Class E Notes
----------------------------------------------------------------
S&P Global Ratings has assigned its preliminary credit ratings to
DBMS 2025-1 DAC's class A, B, C, D, and E notes. At closing, the
issuer will also issue unrated class X1 and X2 notes.

The transaction is backed by GBP438.7 million (81.4%) of a GBP538.7
million senior loan, which Deutsche Bank AG, London Branch and
Morgan Stanley Bank, N.A. have advanced to Blackstone as part of
its acquisition and refinancing of a portfolio of primarily U.K.
industrial and logistics assets. Morgan Stanley Bank, N.A. will
retain GBP100.0 million (16.6%) of the senior loan at closing.

The senior loan is secured on a U.K. portfolio of 59 industrial and
logistic assets, four development land properties, and one retail
park. The portfolio comprises approximately 7 million square feet
of gross leasable area and is valued at GBP828.76 million as of
September 2025. The senior loan-to-value (LTV) ratio is 65%.

The loan has an initial term of two years with three one-year
extension options, subject to the satisfaction of certain
conditions being met. The senior loan is interest only and includes
cash trap mechanisms triggered if the LTV ratio exceeds 77.5% or if
the debt yield falls below 6.27%. Payments due under the loan
facility agreement will primarily fund the issuer's interest and
principal payments due under the notes.

As part of EU, U.K., and U.S. risk retention requirements, the
issuer and the issuer lender, Morgan Stanley Bank, N.A. (MSBNA)
will enter into a GBP23.3 million (representing 5% of the
securitized senior loan) issuer loan agreement, which ranks pari
passu to the notes of each class. On or about the closing date,
MSBNA will novate GBP14.3 million of the issuer loan to Deutsche
Bank AG, London Branch and MSBNA will be the issuer lenders.

The issuer lender will advance the issuer loan to the issuer on the
closing date. The issuer will apply the issuer loan proceeds as
partial consideration for the purchase of the securitized senior
loan from the loan sellers and to fund its portion of the liquidity
reserve.

S&P said, "Our preliminary ratings on the class A to E notes
address DBMS 2025-1 DAC's ability to meet timely interest payments
on the class A, B, C, and D notes, ultimate payment of interest on
the class E notes, and payment of principal on the rated notes no
later than the legal final maturity in February 2036.

"Our preliminary ratings on the notes reflect our assessment of the
underlying loan's credit, cash flow, and legal characteristics, and
an analysis of the transaction's counterparty and operational
risks."

  Preliminary ratings

  Class  Prelim rating*  Prelim amount (GBP)

  A      AAA (sf)        269,710,000
  X1     NR                  100,000
  X2     NR                  100,000
  B      AA+ (sf)         30,900,000
  C      AA- (sf)         40,800,000
  D      BBB (sf)         73,400,000
  E      BB+ (sf)         28,060,000

*S&P's ratings address timely payment of interest on the class A,
B, C, and D notes, ultimate payment of interest on the class E
notes, and payment of principal not later than the legal final
maturity date of Feb. 18, 2036 on all classes of notes.
NR--Not rated.


PCC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to PCC
Global PLC and its 'B+' issue rating to the group's senior secured
notes. The recovery rating on the notes is '4' and indicates its
estimate of about 35% recovery in the event of a default.

S&P said, "The stable outlook indicates that we expect Paragon to
reduce adjusted debt to EBITDA to below 5x by the end of fiscal
2027 and maintain funds from operations (FFO) to debt above 12%,
while generating strong free operating cash flow (FOCF) above EUR30
million."

PCC Global PLC, operating under the Paragon brand, is a
U.K.-headquartered provider of brand and outsourced services. In
fiscal 2025 (ended June 30, 2025), it generated EUR1.1 billion of
revenue and EUR104 million in S&P Global Ratings-adjusted EBITDA.

PCC Global raised a five-year EUR450 million senior secured notes
and a four-and-a-half-year EUR135 million super senior revolving
credit facility (RCF) to refinance existing debt.

S&P said, "The final ratings on PCC are in line with the
preliminary ratings we assigned on Oct. 27, 2025. There were no
material changes to the transaction or financial documentation
compared with our original assessment."

Paragon operates in two main markets with different trends and
different market positions. The brand services market (about EUR10
billion addressable for the group) is set to grow at 4% annually
until 2029, driven by higher marketing spend from global consumer
brands and higher outsourcing as advertisers seek efficiencies amid
advertising budget pressure. S&P said, "On the other hand, we
forecast minimal growth of 0%-1% per year until 2029 in the
outsourced services market (about EUR2 billion addressable). Print
communications demand is in secular decline due to increased
digitalization of society. Nevertheless, many documents still have
to be sent in paper for regulatory reasons and digital banking
adoption has essentially plateaued. Paragon is increasing its
digital offer for clients to manage their paperless communications,
which will increase in volume given digital documents' lower cost.
Furthermore, we expect greater outsourcing will offset lower print
volumes. We consider that Paragon is well placed to grow at least
as fast as the market in coming years."

For brand services, Paragon is a leading player in Europe, the
Middle East and Africa region, but with only a 3% market share,
which underlines the high fragmentation of the market but also
potential for the group to gain market share. In outsourced
services, Paragon is market leader with market shares between 15%
and 50% in the U.K., Germany, and the Netherlands. Given the
importance of scale in this business and its dense network of
facilities across several countries, it is well placed to capture
any additional outsourcing volumes entering the market.

The group provides essential services to its clients, with
relatively low barriers to entry, but where reputation is key to
winning and retaining contracts. Print communications (such as
monthly bank statements or PIN codes for credit cards) are
essential documents that Paragon's clients need to send to their
customers in a timely manner, at the risk of losing them if not. In
addition, these documents contain private and sensitive data and
therefore need to be treated with a high degree of confidentiality.
Although low in theory, barriers to entry therefore exist because
of the need for the scale to be competitive on pricing and
demonstrate a long track record of seamless execution over many
years. For brand services, Paragon has built its reputation with
average clients' relationships over 10 years and a first-generation
client retention rate over 90%. A key competitive advantage is that
Paragon offers end-to-end services from design, production,
procurement, warehousing, and distribution. And unlike peers it can
also produce materials in house if required.

S&P said, "We see Paragon's exposure to the economic cycle as
relatively low thanks to the nature of the services provided and
solidity of the client base. As previously mentioned, outsourced
services are barely affected by the level of economic activity due
to their criticality and recurring nature. In addition, a large
part of the client base consists of extremely strong banks such as
Lloyds (A+/Stable/A-2) and Goldman Sachs (BBB+/Stable/A-2). Brand
services are more sensitive to the economic conjuncture, given that
they depend on the level of in-store spending of global consumer
brands spending and outsourcing level by advertisers. However, we
note that Paragon's client base consists of the world's largest and
most resilient consumer brands, such as Procter & Gamble Co. (P&G;
AA-/Stable/A-1+) and Nestlé (AA-/Negative/A-1+), which are more
likely to better navigate economic turmoil)."

The contractual set up supports good revenue visibility and
protects margins. Contracts with clients are usually signed for a
period of three to five years and include indexation clauses that
mask the evolution of the cost base. This was proven in fiscal 2022
and 2023 when company-adjusted EBITDA margins stood at 13.3% and
13.1%, from 13.6% in fiscal 2021, despite a high inflation
environment in Europe.

Paragon is relatively small but fairly well diversified in terms of
service mix, geography, sector, and client base. S&P said, "With
EUR1.1 billion in revenue and EUR104 million in S&P Global
Ratings-adjusted EBITDA in fiscal 2025, the group is among the
smallest issuers we rate in the business and consumer services
sector. That said, we consider positively its revenue mix split
between 38% each for marketing services and customer
communications, 7% for fulfillment, and 17% for business
processes." Reliance on one single country is relatively limited
since 56% of revenue is generated from the U.K., Ireland, and
Luxemburg, followed by 16% from Western Europe and Germany,
Austria, and Switzerland. However, operations outside Europe are
very limited. Apart from the largest client representing 11% of
revenue, the first 10 clients drive 26% of revenue, which shows low
concentration. Finally, 26% of revenue is generated with clients of
the financial sector followed by retail at 13% and logistics and
mail at 9%.

The group's overall profitability is low but it generates strong
free cash flow. With 9.2% S&P Global Ratings-adjusted EBITDA
margins in fiscal 2025, Paragon displays weak profitability
compared with more value-added business and consumer services
companies. However, it generates comfortably positive FOCF thanks
to low capital expenditure (capex) requirements expected to decline
toward 1.5%-2.0% of revenue per year in coming years and tight
working capital management with requirements amounting to about 15%
of revenue. S&P therefore expects FOCF at about EUR30 million-EUR50
million annually in fiscal 2026 and fiscal 2027.

Acquisitions realized in the past have created value but caused
significant exceptional costs in the short term. Paragon's
acquisitions contributed over EUR34 million of EBITDA in 2020-2023,
and EUR70 million of EBITDA as of 2024 and proves successful
integration and development of these companies within Paragon.
However, Paragon incurred about EUR114 million of restructuring
costs to integrate and restructure these companies, which
temporarily pressured the group's EBITDA. This underlines a
potential risk for the future, as S&P expects that further
acquisitions will take place.

S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA of
5.5x at the end of fiscal 2026 and strong cash flow generation.
This is based on our forecast that Paragon will have adjusted debt
of about EUR630 million on June 30, 2026. This comprises the EUR450
million senior secured notes; EUR100 million of factoring
liabilities; EUR82 million of operating leases; and EUR3 million of
pension obligations. Our debt calculations exclude EUR100 million
of cash, given our weak assessment of the business risk profile.
EBITDA growth will drive deleveraging to below 5x by the end of
fiscal 2027. We forecast strong FFO of 12% in fiscal 2026 and 14%
in fiscal 2027, given up to EUR2.5 million cash tax paid that year
since the group has significant tax credit from previous years to
use.

"The financial policy supports a 'B+' rating. The group is fully
owned by Irish investor Patrick Crean through his family office
Grenadier Holdings. We understand that its investment horizon is
long term with no exit planned in the near future. Paragon's
financial policy tolerates pro forma leverage up to about 2.5x
(based on company calculations). That said, we understand that
Paragon may allow leverage to rise to 3x to complete meaningful
acquisitions or spend on capex opportunities, with the aim to
return to 2.5x within the following 12-18 months. This should
support a reduction in S&P Global Ratings-adjusted leverage to
below 5x. We therefore apply our positive comparable rating
analysis to the 'b' anchor.

"We do not expect Paragon's role within the Grenadier Holdings
family office to evolve in coming years. Paragon is by the far the
largest holding of Grenadier. It is also the most indebted one and
debt outstanding at other holdings is not significant in
comparison. In past transactions, Paragon lent EUR30 million to
Grenadier Holdings. However, we do not expect such transactions to
recur; nor for Paragon's cash flows and debt capacity to be used to
finance other entities within the group.

"The stable outlook indicates that we expect Paragon to reduce
adjusted debt to EBITDA to below 5x by the end of fiscal 2027 and
maintain FFO to debt to above 12%, while generated strong FOCF
above EUR30 million.

"We could lower the rating if adjusted debt to EBITDA was not
expected to fall below 5x, and if FFO to debt fell below 12%, or if
FOCF generation weakens materially, on a sustained basis. This
could occur due to economic headwinds or operational missteps. It
could also occur if the group funds additional sizable acquisitions
with debt or makes shareholder returns that increase leverage.

"We could also lower the rating if our understanding of Paragon's
role within Grenadier was to change, notably if it was to be used
to finance other subsidiaries of the group.

"We could raise the rating if Paragon improves adjusted EBITDA
margins. An upgrade would depend on the company committing to
maintaining adjusted debt to EBITDA below 4x and FFO to debt above
20%, and having a track record of doing so."


SOPHOS INTERMEDIATE I: S&P Affirms 'B-' Sr. Unsec. Debt Rating
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Sophos Intermediate I
Ltd. (Sophos) and its senior secured debt at 'B-'. The '3' recovery
rating on the debt facilities remains unchanged, indicating its
expectation of about 55% recovery in the event of default.

The positive outlook reflects S&P's expectation that return to
organic growth in the second half of fiscal 2026 will enable Sophos
to reduce its S&P Global Ratings-adjusted leverage to less than
7.5x while FOCF to debt will remain around 5% in fiscal years
2026-2027. The expected rating upside also hinges upon Sophos
successfully refinancing its 2027 debt maturities in the coming
months.

S&P said, "We anticipate that stable performance of Global
cybersecurity provider Sophos Intermediate I Ltd. (Sophos) will
allow S&P Global Ratings-adjusted free operating cash flow (FOCF)
to debt to remain around 5% and debt to EBITDA to decline to about
7.5x in fiscal 2026 (ending March 31, 2026). This supports our view
that key credit metrics will likely meet our upside triggers,
despite the recent billing headwinds following the integration with
SecureWorks.

"We note that the company's capital structure will become current
in March 2026. While this represents a refinancing risk, our base
case assumes Sophos will successfully refinance its debt in the
coming months, mitigating potential negative effects on its credit
profile.

"The affirmation reflects our view that Sophos will refinance its
2027 debt maturities in the coming months. The company's $2.4
billion capital structure will become current in March 2026 and due
in March 2027. We think that Sophos has sufficient time to execute
the refinancing and should be able to complete it under favorable
terms based on its current debt trading. However, the upcoming
maturity wall remains a key factor influencing our credit rating,
including the terms secured. Our current rating and outlook reflect
our expectation of a successful and timely refinancing. We will
closely monitor the company's progress in this regard, and any
material delays or challenges encountered in completing the
refinancing, or unfavorable terms, could put downward pressure on
the rating.

"We now forecast Sophos' pro-forma billings in fiscal 2026 will
remain solid but broadly flat year on year, excluding the addition
of SecureWorks. This owes primarily to softer market conditions in
the Americas in the first half of fiscal 2026 due to high political
uncertainty and macro volatility, as well as the integration
process of SecureWorks and some changes in the sales team. These
factors have tempered Sophos' expansion initiatives within its
subscriptions business in the U.S., although upselling of products
to existing customers demonstrated resilience. While Sophos'
stand-alone billings declined by approximately 10% in the first
half of fiscal 2026, SecureWorks' performance remained broadly
stable. We anticipate that an easing macroeconomic environment,
coupled with an enhanced product offering post-acquisition,
particularly in managed detection and response (MDR) and extended
detection and response (XDR) segments, will unlock new
cross-selling and upselling opportunities in the second half of
fiscal 2026, bolstering demand for Sophos' services and offsetting
the first-half performance shortfall and supporting overall
billings. This stabilization in billings, alongside our expectation
of successful refinancing, is crucial for rating upside.

"Despite weaker growth prospects we think credit metrics will
likely meet our upside triggers in fiscal 2026. We anticipate that
stable performance in endpoint and network subscriptions, coupled
with realized cost synergies, will facilitate a reduction in the
company's S&P Global Ratings-adjusted leverage below 7.5x in fiscal
2026 from 8.5x in the prior year, and help it maintain FOCF to debt
around 5%. Fiscal 2025 EBITDA was negatively affected by $70
million of exceptional, restructuring, and other one-off costs
primarily related to the SecureWorks acquisition and ongoing
technological transformation. We expect these expenses to remain
elevated, yet somewhat lower, in fiscal 2026. We also anticipate
that consolidated S&P Global Ratings-adjusted EBITDA margin will
remain largely unchanged in fiscal 2026 from fiscal 2025, primarily
due to greater proportion of lower-margin hardware sales,
particularly Xpress Global Systems solutions. Nevertheless, we
expect incremental billings from SecureWorks and realized cost
efficiencies will more than offset these headwinds, supporting both
deleveraging and consistent positive FOCF generation in fiscal
2026."

Integrating SecureWorks into Sophos' framework remains a short-term
risk. Before being acquired by Sophos, SecureWorks' top line was
under pressure due to its transition from legacy products toward a
proprietary Taegis MDR platform. Amid this transformation, the
company's EBITDA remained only breakeven, and cash flow generation
was negative. S&P said, "While SecureWorks has largely completed
its business transformation, we remain cautious in our assumptions
for future billings growth and potential integration risks for
Sophos. Nevertheless, we forecast Sophos will achieve most of its
planned merger-related cost synergies in fiscal 2026."

S&P said, "The positive outlook reflects our assumption that Sophos
will successfully refinance its capital structure in the next few
months, while generating at least stable organic billings. This
should enable Sophos' S&P Global Ratings-adjusted leverage to
decline below 7.5x in fiscal 2026 and FOCF to debt to be maintained
at 5% or above."

S&P could revise the outlook to stable if adjusted leverage in
fiscal 2026 remains above 7.5x and FOCF to debt declines below 5%.
This could happen if it observes:

-- A slowdown in Sophos' stand-alone billings due to loss of
customers.

-- Integration-related expenses above our base case or technical
disruption leading to weaker billings, EBITDA, and FOCF generation
than S&P forecasts.

In addition, significant delays in refinancing its upcoming debt
maturities, for example due to worsening conditions of credit
markets for high-yield issuers, could lead to a negative rating
action.

S&P could raise the rating in the next six-12 months if Sophos:

-- Successfully refinances its debt in the next few months;

-- Reduces its S&P Global Ratings-adjusted debt to EBITDA to less
than 7.5x and maintains FOCF to debt above 5%; and

-- Continues to expand organic revenue and EBITDA and successfully
integrates SecureWorks into Sophos' infrastructure, achieving cost
synergies in line with S&P's base case.



                           *********


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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