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260120.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, January 20, 2026, Vol. 27, No. 14 Headlines G E R M A N Y NODE HOLDCO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable I R E L A N D OCP EURO 2017-1: S&P Assigns B-(sf) Rating on Class F-R-R Notes PENTA CLO 21: S&P Assigns B-(sf) Rating on Class F Notes I T A L Y MATICMIND SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable N E T H E R L A N D S PEARL MORTGAGE 1: Fitch Affirms B-sf Rating on Class B Notes R U S S I A TURON BANK: S&P Withdraws 'B/B' Issuer Credit Ratings S P A I N UNIVERSIDAD ALFONSO: S&P Assigns 'B' LT ICR, Outlook Negative S W E D E N POLESTAR AUTOMOTIVE: Reports Record 2025 Sales Growth of 34% U N I T E D K I N G D O M ALFRED INTEGRATED: James Cowper Kreston Named as Administrators C.F. BOOTH: Interpath Appointed as Administrators DELTA NOTTINGHAM: FRP Advisory Appointed as Administrators MEC - SERV LTD: Ideal Corporate Appointed as Administrators MIDWEST POLYCHEM: FRP Advisory Named as Administrators STUDIO FIBRE: CRG Insolvency Named as Administrators UNILED SOLUTIONS: FRP Advisory Named as Administrators - - - - - ============= G E R M A N Y ============= NODE HOLDCO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' long-term issuer credit rating to Node HoldCo GmbH (Node), a holding company set up to own IFCO, and its financing subsidiary and issuer of the debt, Node AcquiCo GmbH, and S&P's 'B+' issue and '3' recovery rating to the new EUR2.4 billion TLB. S&P said, "We also withdrew issuer rating on Irel BidCo S.a.r.l, the former parent company of IFCO and its subsidiary IFCO Management GmbH and its debt because it has been repaid. "The stable outlook reflects our view that IFCO will report continued solid earnings growth supporting its deleveraging toward 6.0x within 12 months after the transaction closed." Stonepeak, a private equity firm, completed its acquisition of a roughly 50% stake in IFCO, a leading provider of reusable packaging container (RPC) solutions globally. Existing shareholder, Triton Partners, retained its approximately 50% participation in the company. As part of the acquisition, IFCO refinanced its debt with a new EUR2.4 billion term loan B (TLB) and arranged a EUR450 million revolving credit facility (RCF) for general corporate purposes. The RCF was undrawn at the close of transaction. S&P said, "We anticipate IFCO's S&P Global Ratings-adjusted debt to EBITDA to be about 6.2x in fiscal 2026 (ending in June) from about 6.8x at the transaction's close, and 5.6x in fiscal 2027, driven by consistent EBITDA growth. "The ratings on Node are in line with the preliminary ratings we assigned on July 23, 2025. There were no material changes to the transaction or financial documentation compared with our original assessment." The transaction results in a temporary leverage increase to about 6.8x, while IFCO's private equity ownership constrains its financial risk profile at highly leveraged. Abu Dhabi Investment Authority (ADIA) sold its approximately 50% stake in IFCO to Stonepeak, which owns the company through holding entity Node together with Triton Partners, which retained its roughly 50% participation in IFCO. The financing package includes a EUR2.4 billion TLB borrowed by Node AcquiCo GmbH, the acquisition vehicle of IFCO. Stonepeak and Triton have joint and equal ownership and governance of IFCO after closing. S&P said, "We understand the equity capital provided comprises common equity and preference shares. We exclude shareholder financing from our adjusted debt and coverage metrics because we believe the instruments act as loss-absorbing capital and the documentation does not have contractual provisions that cause us to treat them as debt-like. The company's pro-forma S&P Global Ratings-adjusted debt to EBITDA was around 6.8x at the transaction's close. We forecast the company's adjusted leverage will decline to about 6.2x at fiscal year-end 2026 and improve further to 5.6x in fiscal 2027." The gradual deleveraging reflects an increase in EBITDA while S&P Global Ratings-adjusted debt remains largely stable at EUR2.6 billion in fiscal years 2026 and 2027 absent unforeseen large discretionary spending. S&P's EBITDA forecast incorporates the increasing RPC rental volumes with established retailers and strategic additions in the form of new retail partnerships. This will be complemented by higher revenue per trip, underpinned by a large (and increasing) share of rental volumes covered by cost indexation clauses in Europe and North America, and operating cost containment measures. These factors will all contribute to an adjusted EBITDA increase to about EUR420 million in fiscal 2026 and EUR450 million-EUR460 million in fiscal 2027, from EUR370 million in fiscal 2025. S&P thinks, however, that IFCO's private equity ownership and the resulting financial policy with a focus on maximizing shareholder returns within generally finite holding periods will constrain its path to significantly deleverage in the medium term. Large capital expenditure (capex) requirements and sizable annual cash interest expenses continue to constrain IFCO's free operating cash flow (FOCF). S&P said, "Our base-case EBITDA and cash on hand should cover total capex (net of proceeds from RPC disposals), which is typically 10%-15% of revenue and which we forecast at EUR240 million-EUR250 million in fiscal 2026 following about EUR300 million in fiscal 2025. Capex will be linked to maintenance of the existing RPC pool, RPC growth to accommodate new business wins, and nonpolling investments in washing capacity expansion, automation, and digitization. We anticipate a reduction in growth capex in fiscal 2026 due to lower ramp-up requirements for new retailers. This, combined with a sizable annual cash interest expense, which we estimate at up to EUR150 million after the transaction closes, will constrain IFCO's meaningful FOCF generation. We forecast FOCF (after proceeds from RPC disposals) will be only moderately positive in fiscal years 2026 and 2027. A large part (up to 50%) of IFCO's capex is discretionary and can be scaled down if demand is weak. Some investments are also earmarked for operational efficiency enhancements, which will drive unit cost improvement and better profitability." IFCO's satisfactory business risk profile reflects the company's leading and protected niche market positions in Europe and the U.S. as the largest independent provider of RPC solutions for fresh produce suppliers. S&P said, "We think IFCO is well-placed to further strengthen its leading market positions in Europe and the U.S. while expanding its rental volumes from penetration of established retail relationships and new contracts. Furthermore, the company's scale and network advantages are costly to replicate and serve as a barrier to entry, allowing it to protect its position as the largest independent RPC provider for fresh produce suppliers and retailers. Other barriers to entry include high investment, necessary to build and maintain an asset pool, as well as logistics and distribution infrastructure requirements. In our view, IFCO's competitive advantage mainly stems from its strong network of wash centers across its major operating regions; it has an annual wash capacity of over 2.8 billion RPCs across 140 global service centers. In addition, its ownership of intellectual property rights for RPCs reduces its reliance on suppliers. Moreover, retailers are typically reluctant to terminate their long-term contracts with IFCO because of its embedded position in retailers' supply chains and high switching costs, as reflected high contract renewal rates (about 99% in the past few years) and limited churn. We furthermore understand that most contracts provide IFCO exclusivity either broadly across a retailer or across several product categories for a given retailer. Europe, a retailer-dominated market, accounts for about two-thirds of IFCO's revenue, and the company has long-term partnerships with over 550 retailers worldwide. Furthermore, the company has a long and solid track record of stable earnings and profitability throughout economic cycles, for example, weathering the 2008-2009 financial crisis. We anticipate IFCO's strategic investments in the network optimization (including in service center expansion and automation) will result in further cost efficiencies and unit cost reductions supporting profit margins in fiscal years 2026 and 2027." S&P said, "We view as positive the solid fundamentals of the noncyclical and recession-resistant underlying market of fresh produce consumption. IFCO's products are mainly used to package, transport, and display fresh fruit and vegetables, and we regard the fresh produce sector as generally recession resistant. Total addressable market for IFCO as we understand comprises about 57 billion trips, including one-way packaging, of which 11 billion are served by RPCs, proving a meaningful growth potential." Substitution risk from traditional packaging, such as corrugated cardboard boxes and wood containers, is mitigated by the advantages of RPCs, which include better handling efficiency and product protection, more efficient temperature regulation, easier in-store display, and less waste, also in the context of risen environmental standards. IFCO's narrow business scope and diversity partially constrain these strengths. The company's business model is built on RPC solutions, and it has a large concentration in retailers as ultimate customers--Europe's top 10 retailers account for about 65% of the continent's RPC volumes. The company's main geographic focus is the mature European market, where it generates about two-thirds of revenue. Still, geographic diversity could continue improving over time if IFCO capitalizes its established foothold in the attractive and expanding markets of Latin America, China, and Japan. However, winning a share of a new market tends to be a long-term process, particularly given the low RPC penetration rates in North America and South America, which range from 5%-10%, and in Asia, where it is 1%-5%. In addition, the distinct characteristics of these markets present challenges. For instance, in North America, IFCO's second-largest market, the landscape has historically been dominated by growers, with pricing driven by individual growers. Nevertheless, there is a noticeable shift toward a retailer-driven standard pricing model. S&P said, "The stable outlook reflects our view that IFCO will report continued solid earnings growth supporting its deleveraging toward 6.0x within 12 months after the transaction closed. "We could lower the rating if IFCO's adjusted debt to EBITDA remained above 6.5x for a prolonged period. This could happen if EBITDA growth were unexpectedly interrupted or if IFCO pursued material discretionary spending, such as debt-funded acquisitions or distribution of shareholder returns. "We could also lower the rating if IFCO experienced unforeseen setbacks in operating performance that have an adverse effect on the company's earnings and profitability, arising, for example, from a loss of major retailer contracts or other operational disruptions. "We could consider an upgrade if IFCO and its shareholders demonstrated a prudent financial policy over a prolonged period, such that adjusted debt to EBITDA strengthened and stayed below 5.0x and the company demonstrated sustained and clearly positive FOCF. A positive rating action would also be contingent on IFCO retaining its competitive strengths and resilient profitability." ============= I R E L A N D ============= OCP EURO 2017-1: S&P Assigns B-(sf) Rating on Class F-R-R Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to OCP Euro CLO 2017-1 DAC's class A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction and also issued additional subordinated notes equaling EUR17.5 million. This transaction is a reset of the already existing transaction that closed in May 2017. The issuance proceeds of the refinancing notes were used to redeem the refinanced debt (the original transaction's class A, B, C, D, E, and F notes, for which S&P withdrew its ratings at the same time), and pay fees and expenses incurred in connection with the reset. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds 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 debt 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 2,706.50 Default rate dispersion 602.68 Weighted-average life (years) 4.35 Weighted-average life (years) including reinvestment 4.50 Obligor diversity measure 163.79 Industry diversity measure 22.07 Regional diversity measure 1.29 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.15 Portfolio target par amount (mil. EUR) 400 Actual 'AAA' weighted-average recovery (%) 37.01 Actual weighted-average spread 3.61 Actual weighted-average coupon 2.61 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 July 15, 2030. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and 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 actual weighted-average spread (3.61%), actual weighted-average coupon (2.61%), and the actual weighted-average recovery rate at each rating level. "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, 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-R to E-R-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 notes. "For the class A-R-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with the assigned 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 A-R-R to F-R-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R-R to E-R-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit 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." OCPE 2017-1 DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Onex Credit Partners, LLC is the collateral manager. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R-R AAA (sf) 248.00 38.00 Three/six-month Euribor plus 1.30% B-R-R AA (sf) 44.00 27.00 Three/six-month Euribor plus 1.95% C-R-R A (sf) 24.00 21.00 Three/six-month Euribor plus 2.25% D-R-R BBB- (sf) 28.00 14.00 Three/six-month Euribor plus 3.20% E-R-R BB- (sf) 18.00 9.50 Three/six-month Euribor plus 5.25% F-R-R B- (sf) 12.00 6.50 Three/six-month Euribor plus 8.50% Sub. Notes NR 55.75 N/A N/A *S&P's ratings on the class A-R-R and B-R-R notes address timely interest and ultimate principal payments. Its ratings on the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub. Notes—Subordinated notes. NR--Not rated. N/A--Not applicable. N/A--Not applicable. PENTA CLO 21: S&P Assigns B-(sf) Rating on Class F Notes -------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Penta CLO 21 DAC's class A, B, C, D, E, and F notes. The issuer also issued unrated class Z notes and subordinated notes. Under the transaction documents, the notes will pay quarterly interest unless a frequency switch event occurs, upon which the notes will pay semiannually. This transaction has a 1.50-year noncall period, and the portfolio's reinvestment period will end 4.58 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 through collateral selection, ongoing portfolio management, and trading assessed under our operational risk framework. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,792.31 Default rate dispersion 501.78 Weighted-average life (years) 4.95 Obligor diversity measure 123.99 Industry diversity measure 20.69 Regional diversity measure 1.44 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0 Number of performing obligors 150 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.37 Target 'AAA' weighted-average recovery (%) 35.35 Target weighted-average spread (net of floors; %) 3.59 Target weighted-average spread (%) 4.85 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 primarily comprises 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 EUR400 million par amount, the covenanted weighted-average spread of 3.50%, and 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. "Until the end of the reinvestment period on Aug. 16, 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'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, the transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings are commensurate with the available credit enhancement for the class A to F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on these notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class F 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 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's model generated break-even default rate at the 'B-' rating level of 25.01% (for a portfolio with a weighted-average life of 4.95 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 4.95 years, which would result in a target default rate of 15.84%. -- 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 our ratings are commensurate with the available credit enhancement for class A to 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 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, we have not made any specific adjustments in our rating analysis to account for any ESG-related risks or opportunities." Penta CLO 21 is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured and unsecured loans and bonds issued mainly by speculative-grade borrowers. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 3mE +1.27% B AA (sf) 44.00 27.00 3mE +1.90% C A (sf) 23.00 21.25 3mE +2.25% D BBB- (sf) 29.00 14.00 3mE +3.15% E BB- (sf) 18.00 9.50 3mE +5.30% F B- (sf) 12.00 6.50 3mE +8.25% Z NR 5.00 N/A N/A Sub NR 30.10 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. †On the first payment date only, an additional interest amount of EUR18,577.78 is payable on the class B notes. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate. ========= I T A L Y ========= MATICMIND SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' ratings to Maticmind SpA (Zenita Group) and its debt. S&P said, "The stable outlook reflects our expectation that adjusted debt to EBITDA will reduce to well below 7.0x and that free operating cash flow (FOCF) after leases will return to positive in 2026. We forecast that Zenita Group's revenue will grow by about 14% in 2025 and 6% in 2026, capturing additional revenue from recent margin-accretive acquisitions and benefiting from end-market growth, while increasing its adjusted EBITDA margin to about 14.5% by 2026, mostly through reduced exceptional costs and a more favorable business mix." Zenita Group, a smart digital infrastructure provider, has refinanced its existing debt using a debt package that includes EUR375 million senior secured floating-rate notes, a EUR65 million super senior revolving credit facility (RCF), and an EUR80 million super senior guarantee facility. S&P anticipates that Zenita Group's leverage will sharply decrease from pro forma 7.7x post transaction in 2025 to 6.5x in 2026, driven by EBITDA growth stemming from steady organic revenue growth, previous margin-accretive acquisitions, a shift to higher-margin direct sales activities, and a reduction in restructuring expenses. Zenita Group benefits from leading positions in selected niche markets, a strong track record with public and defense clients, and high barriers to entry in the niches where it operates. Recurring revenue streams and a significant share of proprietary solutions contribute to earnings predictability. However, Zenita Group also faces competition in fragmented markets from larger, better-capitalized companies, alongside country, industry, and client concentration risks, as well as execution and integration challenges. S&P said, "The ratings are in line with the preliminary ratings we assigned on Dec.9, 2025. There were no material changes to the financial documentation compared with our original review. "The stable outlook reflects our expectation that adjusted debt to EBITDA will reduce to well below 7.0x and that FOCF after leases will return to positive in 2026. We forecast that Zenita Group's revenue will grow by about 14% in 2025 and 6% in 2026, capturing additional revenue from recent margin-accretive acquisitions and benefiting from end-market growth, while increasing its adjusted EBITDA margin to about 14.5% by 2026, mostly through reduced exceptional costs and a more favorable business mix. "We could lower the rating if adjusted debt to EBITDA increased above 7.0x, or if adjusted FOCF after leases turned persistently negative. This could result from a material debt-funded acquisition or aggressive shareholder distribution. It could also result from the unexpected loss of a few key clients or deteriorating market shares in niches where Zenita Group is currently positioned among market leaders. A downgrade could result from a deterioration of the credit profile of Mozart Holding S.a.r.l., the parent of Zenita Group. "We could raise the rating if adjusted debt to EBITDA decreased sustainably to below 5.0x and if FOCF to debt approached 10%, with Zenita Group adhering to a financial policy in line with these metrics. This would also hinge on the credit profile of Mozart Holding S.a.r.l., the parent of Zenita Group, remaining in line with Zenita Group's stand-alone credit profile." ===================== N E T H E R L A N D S ===================== PEARL MORTGAGE 1: Fitch Affirms B-sf Rating on Class B Notes ------------------------------------------------------------ Fitch Ratings has affirmed PEARL Mortgage Backed Securities 1 B.V.'s notes. RATING ACTIONS Entity Debt Rating Prior ----------- ------ ----- PEARL Mortgage Backed Securities 1 B.V. Class A XS0265250638 LT AAAsf Affirmed AAAsf Class B XS0265252253 LT B-sf Affirmed B-sf Class S XS0715998331 LT AAAsf Affirmed AAAsf Transaction Summary The transaction is backed by a portfolio of prime Dutch residential mortgage loans, made up of 100% NHG-guaranteed mortgage loans and originated by ASN Bank N.V. (previously named de Volksbank N.V.) KEY RATING DRIVERS Good Asset Performance: The underlying portfolio continues to perform well, with loans in arrears for more than 90 days remaining low, representing 0.29% of the current outstanding balance. There have been no foreclosures or realised losses reported since closing. In addition, the transaction amortises sequentially and credit enhancement (CE) has increased for the class A and S notes to 32.2% from 28.2% and to 5.7% from 5.0%, respectively. Call Option Embedded Risk: The transaction has an optional redemption date in September 2026 and on each payment date thereafter. From this date, the class A and S notes will pay an additional margin of 20bp and the class B notes of 25bp. From this date, the issuer may also redeem the outstanding principal of the class A notes and outstanding principal less principal deficiency ledger (PDL) for the class S and B notes. In Fitch's cash flow analysis, this feature does not lead to any shortfalls for the class S notes, while immaterial shortfalls occur in some scenarios for the class B notes. Payment-Interruption Risk, Liquidity Availability: The transaction benefits from a cash advance facility, which reached its floor of 1% of the initial notes amount as of the restructuring date in November 2011. The cash advance facility can be drawn to cover interest shortfalls on the class A, S and B notes, but it can only be drawn for the class S and B notes if no PDL is recorded on these notes. Under Fitch's cash flow analysis, the cash advance facility will always be available for the class A and S notes due to no PDL being recorded for class S notes at its 'AAAsf' rating. ESG - Exposure to Social Impacts (Positive): The portfolio comprises 100% of loans that benefit from an NHG guarantee that provides pay-outs in case of foreclosure when a property's value is not sufficient to cover the outstanding loan. This limits losses that could materialise for the transaction in Fitch's analysis. Fitch consequently assumed a portfolio loss floor of 0%, which is below the Dutch country-specific assumption of 4% at 'AAAsf' for non-guaranteed mortgages. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and economic environment. Weakening asset performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce CE available to the notes. In addition, unanticipated declines in recoveries could also result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the weighted average foreclosure frequency (WAFF) and a 15% decrease in the weighted average recovery rate (WARR) would not affect the class A and S notes while the class B notes would become unrated. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A and S notes' rating of 'AAAsf' is the highest level on Fitch's scale and cannot be upgraded. The class B notes could be upgraded if defaults are lower or recoveries higher than expected in Fitch's analysis. Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing CE and potentially upgrades. Fitch found that a 15% decrease in the WAFF and a 15% increase in the WARR would lead to an upgrade of the class B notes to the 'AAsf' category. =========== R U S S I A =========== TURON BANK: S&P Withdraws 'B/B' Issuer Credit Ratings ----------------------------------------------------- S&P Global Ratings withdrew its 'B/B' long- and short-term issuer credit ratings on Uzbekistan-based Turon Bank at the issuer's request. The outlook on the long-term issuer credit rating was stable at the time of withdrawal. ========= S P A I N ========= UNIVERSIDAD ALFONSO: S&P Assigns 'B' LT ICR, Outlook Negative ------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Spain-Based Higher Education Group Universidad Alfonso X (Sapiencia BidCo S.L.U.) and its 'B' issue rating and '3' recovery rating to the proposed term loan B (TLB). The negative outlook reflects Sapiencia's limited rating headroom at closing, with S&P Global Rating-adjusted debt to EBITDA expected to exceed 8.0x (including the Malaga operations) in fiscal 2026, alongside weakened free operating cash flow (FOCF) over the next 12 months, primarily due to elevated expansionary capital expenditure (capex). In October 2025, the private equity firm Cinven together with Mubadala, a state-owned global investment company of the Abu Dhabi government, agreed to acquire a majority stake in Universidad Alfonso X El Sabio (UAX), via the acquisition vehicle Sapiencia BidCo S.L.U. Sapiencia plans to issue a EUR740 million first-lien term loan B (TLB) to partially finance the leveraged buyout, alongside a EUR1.4 billion equity contribution from the sponsors, and establish a new EUR120 million undrawn revolving credit facility (RCF). UAX benefits from strong underlying business fundamentals, including a solid position in Spain's private higher education market, which is supported by structurally favorable demand dynamics, high revenue visibility, and solid margins and cash flow generation capacity. S&P said, "Our rating reflects UAX's solid positioning in Spain's private higher education market, supported by strong demand fundamentals and high revenue visibility, but constrained by its relatively small scale and limited geographic diversification. The business benefits from a defensible niche in health-related disciplines, which feature structural overdemand, strict regulatory barriers to entry, and four-to-six year degree programs that underpin recurring revenue and cash flow predictability. These strengths are partly offset by UAX's single-country exposure, high concentration in health care programs (although we recognize these are within a resilient and highly profitable segment), and relatively small overall scale compared with other rated peers in the private education sector." Some execution risk associated with campus expansions and growth initiatives in the business & technology and the vocational education segments further tempers the credit profile, particularly given the competitive dynamics and need for sustained margin expansion to support deleveraging. The Spanish higher education sector benefits from resilience across economic cycles and favorable long-term demand dynamics, including increased participation in postgraduate education and vocational reskilling. The private higher education sector has been growing significantly, and accounted for approximately 27% of total enrollment for academic year 2024/2025. S&P said, "We expect private higher education's presence will continue to increase, as public universities face funding and capacity constraints, positioning private operators to capture incremental growth, including from international students. In addition, the government has recently announced more stringent regulatory requirements for universities, which we think will further increase barriers to entry, supporting the competitive position of established incumbents such as UAX and creating consolidation opportunities. The group also benefits from low attrition rates and upfront tuition fee collection, which underpin predictable cash flow. However, competitive intensity among private operators remains high, and UAX continues to operate in a highly fragmented market compared with rated European private higher education peers, with more limited scale and geographic diversification. Moreover, under the new regulatory framework, UAX--like other market participants--will be required to increase research and development (R&D) spending to 5% of revenue by 2031. Given that R&D expenditure is currently approximately 2% of revenue, we expect this requirement to weigh on margin expansion, partially offsetting the favorable sector conditions and operating leverage." UAX exhibits S&P Global-Ratings adjusted EBITDA margins above industry peers, reflecting its premium positioning and structurally favorable cost base. Historically, the group reported S&P Global Ratings-adjusted EBITDA margins above 50%, materially exceeding the average of European peers, whose margins typically range from 20%-30%. Supporting profitability is the high margin nature of health care degrees, which typically operate at or near full capacity and require limited marketing expenditure due to consistently strong demand, boosting fee increases. A cost-efficient staffing model that relies in part on working professionals engaged as part-time faculty complements this. S&P Global Ratings-adjusted margins have moderated in recent years, at 35%-37% in fiscal years 2024-2025, due to expansion into lower-margin segments, start-up costs associated with new campuses and programs, and other one-off expenditure. Over fiscal years 2026-2028, S&P expects a gradual margin recovery toward 44%, as recently opened campuses and programs mature contributing a higher share of EBITDA and profitability, although some execution risk remains. S&P said, "We consolidate the Malaga operations held by Promotora Education Superior Andalucia S.A. (PESA) into our adjusted metrics in line with our criteria, despite PESA sitting outside of the restricted group. This reflects PESA's full ownership by Sapiencia and its relevance to the overall group credit profile, which differs from the restricted-group perimeter. As a result, consolidated metrics--including about EUR55 million of PESA's project finance debt--appear materially weaker than on a restricted-group-only basis. This distortion is particularly evident in fiscal 2026, when the Malaga campus remains in an early ramp-up phase, contributing negative EBITDA and accounting for approximately EUR53 million of capex. At the same time, this capex is fully financed through a committed project finance facility and are not sourced from the group's recurring operating cash flow, limiting pressure on the group's liquidity. As a newly opened campus, Malaga is in the early stages of its enrollment ramp-up, with cohorts expected to build progressively. As enrollment scales, we expect the campus to support consolidated EBITDA and credit metrics from fiscal 2028 onward, despite currently low utilization. We expect capex to normalize from fiscal 2028, which--combined with cohort maturation and improving utilization--should support FOCF after leases well above EUR50 million per year. "UAX's leverage at closing, with S&P Global Ratings-adjusted debt to EBITDA at 8.3x (including Malaga) in fiscal 2026, compares unfavorably with other 'B' rated issuers and leaves very limited headroom for underperformance. Under our base-case scenario, we nevertheless expect meaningful deleveraging after fiscal 2026, primarily on organic EBITDA growth, with S&P Global Ratings-adjusted leverage falling to about 6.3x in fiscal 2027 and 5.0x in fiscal 2028. We expect strong operating performance to propel deleveraging, with revenue growing by about 60% and S&P Global Ratings-adjusted EBITDA margin improving by about 780 basis points from fiscal years 2025-2028, as campuses ramp up and start-up costs decline. The EBITDA margin in fiscal 2025 was materially affected by about EUR7 million of nonrecurring share-based compensation, which we expense in line with our criteria and do not expect to recur. Excluding this nonrecurring share-based compensation, we expect S&P Global Ratings-adjusted EBITDA margin to improve by about 540 basis points over fiscal years 2025-2028. In parallel, we expect FOCF after leases to improve materially, turning positive at about EUR7 million in fiscal 2027 and exceeding EUR70 million in fiscal 2028, as expansionary capex moderates. Our base-case forecast assumes no debt-funded acquisitions or shareholder distributions, consistent with management's stated financial policy. Given the limited rating headroom at the transaction's closing, any operating underperformance relative to our base-case scenario, or unexpected debt-founded acquisitions or shareholders' remuneration that delays deleveraging, would likely result in a negative rating action. "The negative outlook reflects Sapiencia's limited rating headroom at closing, with S&P Global Rating-adjusted debt to EBITDA expected to exceed 8.0x (including Malaga) in fiscal 2026, alongside weakened FOCF over the next 12 months, primarily due to elevated expansionary capex. As a result, the rating depends highly on a timely and smooth execution of the business plan to support a structural improvement in credit metrics from fiscal 2027 onward." S&P could lower the rating over the next 12 months if the group underperforms its base-case expectations, resulting in weaker-than-anticipated deleveraging and FOCF, such that: -- Adjusted leverage does not fall sustainably below 7.0x in fiscal 27; or -- FOCF after leases remaining structurally negative, resulting in pressured liquidity. S&P could revise the outlook to stable if Sapiencia performs in line with its base-case expectations, demonstrating a sustained deleveraging trajectory to below 7x, together with recurring, meaningful, and positive FOCF after leases, supported by improving operating performance and a reduction in expansionary capex. =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Reports Record 2025 Sales Growth of 34% ------------------------------------------------------------ Polestar announced that its retail sales amounted to an estimated 15,608 cars in Q4 2025, up 27% versus Q4 2024. For the full year, retail sales totalled approximately 60,119 cars, a growth of 34% compared to 2024. Michael Lohscheller, Polestar CEO, says: "For retail sales volumes, 2025 has been the best year ever for Polestar, despite continued external headwinds and challenging market conditions. We are gaining market share and outselling many established car brands across key European markets - a testament to the expansion of our sales network, which has grown by over 50% this year, our attractive model line-up and the team's hard work." Breakdown of retail sales volumes: 1. Q4 2025 vs Q4 2024 Retail sales volumes: 15,608 vs 12,256 Change: 27% 2. FY 2025 vs FY 2024 Retail sales volumes: 60,119 vs 44,851 Change: 34% Polestar management plans to host a strategy update covering key product updates and financial outlook on February 18, 2026 at 13:00 Central European Time (07:00 US Eastern Time). The event will be live streamed and made available as a replay via the Company's Investor Relations website. Following the change in the ratio of American Depositary Shares (ADS) to ordinary shares from 1:1 to 1:30 that became effective on 9 December 2025, the Company received notice from Nasdaq on 23 December 2025 that the closing bid price of the Company's ADSs exceeded USD 1.00 for at least ten consecutive business days and thus Polestar had regained compliance with Nasdaq's Listing Rule 5450(a)(1). About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2025, the Company had $3.6 billion in total assets, $7.9 billion in total liabilities, and a total deficit of $4.3 billion. =========================== U N I T E D K I N G D O M =========================== ALFRED INTEGRATED: James Cowper Kreston Named as Administrators --------------------------------------------------------------- Alfred Integrated Communications Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court No. CR-2026-000120, and Sandra Lillian Mundy and Paul Michael Davies of James Cowper Kreston were appointed as joint administrators on Jan. 8, 2026. Alfred Integrated Communications Limited specialized in public relations and communications activities. Its registered office is at 205–207 City Road, London, EC1V 1JN. Its principal trading address is at 205–207 City Road, London, EC1V 1JN. The joint administrators can be reached at: Sandra Lillian Mundy Paul Michael Davies James Cowper Kreston The White Building 1–4 Cumberland Place Southampton, SO15 2NP For further details, contact: Sydney May Email: smay@jamescowper.co.uk Tel: 023 8022 1222 C.F. BOOTH: Interpath Appointed as Administrators ------------------------------------------------- C.F. Booth Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Court No. CR‑2026‑MAN‑000066, and James Ronald Alexander Lumb and Howard Smith of Interpath Advisory were appointed as joint administrators on January 16, 2026. C.F. Booth Limited specialized in metals recycling. Its registered office is c/o Interpath Advisory, 4th Floor, Tailors Corner, Thirsk Row, Leeds, LS1 4DP. Its principal trading address is Clarence Metal Works, Armer St, Rotherham, S60 1AF. The joint administrators can be reached at: James Ronald Alexander Lumb Howard Smith Interpath Advisory 4th Floor, Tailors Corner Thirsk Row Leeds, LS1 4DP For further details, contact: Becca Sargeant Email: Becca.sargeant@interpath.com DELTA NOTTINGHAM: FRP Advisory Appointed as Administrators ---------------------------------------------------------- Delta Nottingham Hotel Limited, trading as Nottingham Belfry Hotel & Spa was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-009053, and Ian James Corfield and Anthony Simmons of FRP Advisory Trading Limited were appointed as joint administrators on Jan. 7, 2026. Delta Nottingham Hotel Limited specialized in hotels and similar accommodation. Its registered office is at The Hub, Chesford Grange Hotel, Kenilworth, Warwickshire, CV8 2LD (in the process of changing to 2nd Floor, FRP Advisory Limited, 110 Cannon Street, London, EC4N 6EU). Its principal trading address is off Mellors Way, Woodhouse Way, Nottingham, NG8 6PY. The joint administrators can be reached at: Ian James Corfield Anthony Simmons FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU For further details contact: The Joint Administrators Tel: 020 3005 4000 Alternative contact: Megan Sanghera Email: cp.london@frpadvisory.com MEC - SERV LTD: Ideal Corporate Appointed as Administrators ----------------------------------------------------------- MEC - Serv Ltd was placed into administration proceedings in the Business and Property Courts in Manchester, Court No. 000035 of 2026, and Andrew David Rosler of Ideal Corporate Solutions Limited was appointed as administrator on January 9, 2026. MEC - Serv Ltd specialized in plumbing, heat and air-conditioning installation. Its registered office and principal trading address is at Unit 3 Merchants Trade Park, Tamar Road, Feeder Road, Bristol, BS2 0TX. The administrator can be reached at: Andrew David Rosler Ideal Corporate Solutions Limited Lancaster House 171 Chorley New Road Bolton, BL1 4QZ Tel: 01204 663000 For further details, contact: Lee Counsill Email: lee.counsill@idealcs.co.uk Tel: 01204 663000 MIDWEST POLYCHEM: FRP Advisory Named as Administrators ------------------------------------------------------ Midwest Polychem Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR‑2026‑000015, and Philip David Reynolds and Sarah Cook of FRP Advisory Trading Limited were appointed as joint administrators on Jan. 5, 2026. Midwest Polychem Ltd specialized in the manufacture of plastic packing goods. Its registered office is Midwest Business Park, Hurn Road, Holbeach, Spalding, PE12 8JB (in the process of being changed to 2nd Floor, Churchill House, 26‑30 Upper Marlborough Road, St Albans, AL1 3UU). Its principal trading address is Midwest Business Park, Hurn Road, Holbeach, Spalding, PE12 8JB. The joint administrators can be reached at: Philip David Reynolds Sarah Cook FRP Advisory Trading Limited 2nd Floor, Churchill House 26‑30 Upper Marlborough Road St Albans, AL1 3UU For further details, contact: Luke Bambrough Tel: 01727 811111 Email: cp.stalbans@frpadvisory.com STUDIO FIBRE: CRG Insolvency Named as Administrators ---------------------------------------------------- Studio Fibre Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR‑2026‑000010, and Charles Howard Ranby‑Gorwood and Arabella Jane Beatrice Ranby‑Gorwood of CRG Insolvency & Financial Recovery were appointed as joint administrators on Jan. 8, 2026. Studio Fibre Ltd engaged in architectural activities. The Company's registered office is Cloisters Barn, Latimer Road, Chesham, HP5 1TL. Its principal trading address is The Coach House, Boxwell Road, Berkhamstead, HP4 3ET. The joint administrators can be reached at: Charles Howard Ranby‑Gorwood Arabella Jane Beatrice Ranby‑Gorwood CRG Insolvency & Financial Recovery Alexandra Dock Business Centre Fisherman's Wharf Grimsby, DN31 1UL For further details contact: Alternative contact: Mark Fletcher Tel: 01472 250001 UNILED SOLUTIONS: FRP Advisory Named as Administrators ------------------------------------------------------ UniLED Solutions Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR‑2025‑009058, and Nedim Ailyan and Glyn Mummery of FRP Advisory Trading Limited were appointed as joint administrators on Jan. 7, 2026. UniLED Solutions Ltd specialized in digital signage management and maintenance. Its registered office is at Amelia House, Crescent Road, Worthing, BN11 1RL (to be changed to Centre Block 4th Floor, Central Court, Knoll Rise, Orpington, BR6 0JA). Its principal trading address is at Triwonder Digital, Unit 5 Floor 2, Cannon Park, Transfesa Road, Paddock Wood, TN12 6UF. The joint administrators can be reached at: Nedim Ailyan Glyn Mummery FRP Advisory Trading Limited Centre Block 4th Floor, Central Court Knoll Rise Orpington, BR6 0JA For further details, contact: Chloe Fortucci Tel: 020 8302 4344 Email: cp.orpington@frpadvisory.com ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. 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