260324.mbx

260324.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, March 24, 2026, Vol. 27, No. 59 Headlines I R E L A N D BBAM EUROPEAN I: Fitch Assigns B-sf Final Rating to Cl. F-R-R Notes HENLEY CLO IV: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes PALMER SQUARE 2022-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes L U X E M B O U R G ARVOS BIDCO: Moody's Cuts CFR & Secured 1st Lien Term Loan to Caa2 R U S S I A ASAKABANK JSC: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable NATIONAL BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable UZBEK INDUSTRIAL: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable S P A I N BOLUDA TOWAGE: S&P Upgrades ICR to 'BB' on Enhanced Credit Profile SANTANDER HIPOTECARIO 3: Fitch Affirms 'B+sf' Rating on Cl. B Notes U K R A I N E FIRST UKRAINIAN: Fitch Affirms 'CCC' LT Foreign Currency IDR PROCREDIT BANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR U N I T E D K I N G D O M BOWTIE GERMANY: Moody's Affirms 'B3' CFR, Outlook Remains Stable HPL PROTOTYPES: RSM UK Appointed as Administrators HX HOLD CO: Fitch Lowers Sr. Secured Notes Rating to 'CCC+' KASL PRECISION: KBL, Azets Named as Administrators LEAF CREATIVE: Acquired by Blue Diamond Out of Administration NATIONAL PARK: Placed in Administration, 700 Jobs May be Affected PAGAZZI LIGHTING: BTG Begbies Appointed as Administrator PREMISERV LTD: Ideal Corporate Appointed as Administrator WOODMANSEY FARMING: RSM UK Appointed as Joint Administrators - - - - - ============= I R E L A N D ============= BBAM EUROPEAN I: Fitch Assigns B-sf Final Rating to Cl. F-R-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned BBAM European CLO I DAC reset notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ BBAM European CLO I DAC Class A-R-R XS3298849533 LT AAAsf New Rating Class B-R-R XS3298850036 LT AAsf New Rating Class C-R-R XS3298850622 LT Asf New Rating Class D-R-R XS3298851190 LT BBB-sf New Rating Class E-R-R XS3298852321 LT BB-sf New Rating Class F-R-R XS3298852750 LT B-sf New Rating Subordinated Notes XS2191178255 LT NRsf New Rating Transaction Summary BBAM European CLO I DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes (except the subordinated notes) and to fund the existing portfolio with a target par of EUR400 million. The portfolio is actively managed by RBC Global Asset Management (UK) Limited. The collateralised loan obligation (CLO) has a 4.5-year reinvestment period and a 7.5-year weighted average life test (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch weighted average rating factor of the identified portfolio is 23.7. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.8%. Diversified Portfolio (Positive): The transaction has various concentration limits, including a maximum exposure to the three-largest Fitch-defined industries in the portfolio of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. The transaction includes four matrices covenanted by a top-10 obligor concentration limit at 20% and fixed-rate asset limits of 5% and 10%. Two are effective at closing and correspond to a 7.5-year WAL test and two forward matrices correspond to a seven-year WAL, which will be available 18 months after the issue date. Matrix switch is conditional on the aggregate collateral balance (with defaults accounted for at Fitch collateral value) being at least at the reinvestment target par balance. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which is one year after closing. The WAL extension is subject to conditions, including passing the collateral quality tests, portfolio profile tests, coverage tests and the transaction being above reinvestment target par balance, with defaulted assets treated at Fitch collateral value. Cash-flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test and a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R-R to E-R-R notes and would result in a downgrade of the class F-R-R notes to below 'B-sf'. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class C-R-R notes have a rating cushion of three notches, and the class B-R-R, D-R-R, E-R-R and F-R-R notes each have a cushion of two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of two notches each for the class A-R-R and D-R-R notes, three notches each for the class C-R-R and E-R-R notes, four notches for the class B-R-R notes, and below 'B-sf' for the class F-R-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for BBAM European CLO I DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. HENLEY CLO IV: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Henley CLO IV DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Henley CLO IV DAC Class A-R XS3298790547 LT AAAsf New Rating Class B-R XS3298790893 LT AAsf New Rating Class C-R XS3298791198 LT Asf New Rating Class D-R XS3298791354 LT BBB-sf New Rating Class E-R XS3298791511 LT BB-sf New Rating Class F-R XS3298791784 LT B-sf New Rating A XS2294708503 LT PIFsf Paid In Full AAAsf B-1 XS2291281918 LT PIFsf Paid In Full AA+sf B-2 XS2291282130 LT PIFsf Paid In Full AA+sf C XS2291282304 LT PIFsf Paid In Full A+sf D XS2294710236 LT PIFsf Paid In Full BBB+sf E XS2291282643 LT PIFsf Paid In Full BB+sf F XS2291282726 LT PIFsf Paid In Full B+sf Transaction Summary Henley CLO IV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans, first-lien, last-out loans and high-yield bonds. Net proceeds from the notes have been used to redeem the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Napier Park Global Capital Ltd. The transaction has a 4.5 year reinvestment period and an 8.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the current portfolio is 24.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 60.5%. Diversified Asset Portfolio (Positive): The transaction has various concentration limits, including a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes six matrices, all corresponding to a top 10 obligor concentration limit at 18%. Two matrices are effective at closing and correspond to two fixed-rate asset limits of 5% and 12.5% and an 8.5-year WAL test. The other four matrices can be selected by the manager any time from 12 months and 18 months after closing and correspond to the same two fixed-rate asset limits and 7.5-year and seven-year WAL tests, respectively. The transaction has a reinvestment period of 4.5 years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL Fitch modelled in the transaction's Fitch-stressed portfolio and matrices analysis is 12 months less than the WAL test covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' maximum limit, and a WAL test covenant that progressively steps down both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A-R notes, would lead to downgrades of one notch each for the class B-R, C-R, D-R, E-R notes and below 'B-sf' for the class F-R notes. Downgrades, which are based on the current portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B-R, D-R, E-R and F-R notes each have a rating cushion of two notches and the class C-R notes have a cushion of one notch, due to the better metrics and shorter life of the current portfolio than the Fitch-stressed portfolio. The class A-R notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the current portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A-R notes and four notches each for the class B-R, C-R and D-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period, except for the 'AAAsf' notes, may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Henley CLO IV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. PALMER SQUARE 2022-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Palmer Square European CLO 2022-1 DAC reset notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Palmer Square European CLO 2022-1 DAC A-R XS3299440852 LT AAAsf New Rating B-R XS3299441074 LT AAsf New Rating C-R XS3299441231 LT Asf New Rating D-R XS3299441405 LT BBB-sf New Rating E-R XS3299441660 LT BB-sf New Rating F-R XS3299441827 LT B-sf New Rating Subordinated Notes XS2411229649 LT NRsf New Rating Transaction Summary Palmer Square European CLO 2022-1 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the subordinated notes, and to fund the portfolio with a target par of EUR400 million. The portfolio is actively managed by Palmer Square Europe Capital Management LLC. The collateralised loan obligation (CLO) has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B+'/'B'. The Fitch weighted average rating factor of the identified portfolio is 23.2. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.6%. Diversified Asset Portfolio (Positive): The transaction includes various other concentration limits, including a top-10 obligor concentration limit at 20% and a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two Fitch matrix sets, one applicable at closing corresponding to a 8.5-year WAL and one that can be selected by the manager 12 months after closing and corresponding to a 7.5-year WAL. Each matrix set corresponds to two fixed-rate asset limits of 7.5% and 12.5%. The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing the coverage tests and the Fitch 'CCC' maximum limit and a WAL covenant that progressively steps down. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R to E-R notes, and result in a downgrade to below 'B-sf' for the class F-R notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B-R, D-R, E-R and F-R notes each have a cushion of two notches and the class C-R notes have a three-notch cushion, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of Fitch-stressed portfolio would lead to upgrades of up to three notches each for the notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Palmer Square European CLO 2022-1 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. =================== L U X E M B O U R G =================== ARVOS BIDCO: Moody's Cuts CFR & Secured 1st Lien Term Loan to Caa2 ------------------------------------------------------------------ Moody's Ratings downgraded Arvos BidCo S.a.r.l.'s (Arvos) corporate family rating to Caa2 from Caa1 and probability of default rating to Ca-PD from Caa1-PD. Concurrently, Moody's downgraded to Caa2 from Caa1 the instrument ratings to both EUR and USD tranches of Arvos' EUR175 million equivalent backed senior secured first-lien term loan B4 (TLB) due 2027 (OpCo debt) and to the EUR28 million backed senior secured first-lien revolving credit facility (RCF) due 2027 at Arvos BidCo S.a.r.l. Further, Moody's downgraded to Ca from Caa3 the instrument rating to the EUR and USD tranches of the EUR30 million equivalent hived-up senior secured first-lien term loan B due 2027 (HoldCo debt) at Arvos Holdco S.a.r.l. (Arvos HoldCo), direct parent of Arvos BidCo S.a.r.l. The outlook on both entities remains stable. RATINGS RATIONALE The downgrade of Arvos reflects the increased likelihood of a debt restructuring in calendar 2026, resulting from soft operating trading and continued weak liquidity, with creditor recovery prospects consistent with the Caa2 CFR. Arvos' operating performance in the 12 months to December 2025 remained below Moody's expectations. Revenue was around EUR240 million and company-adjusted EBITDA around EUR34 million, both about 20% lower than in the fiscal year ending March 2025. As a result, Moody's-adjusted EBITDA was around EUR30 million and Moody's adjusted gross leverage (including HoldCo debt) around 9.0x. This compares with Moody's previous expectation of EUR45 million Moody's-adjusted EBITDA and 6.3x gross leverage respectively in fiscal year ending March 2026. Moody's expects only a gradual improvement in operating performance toward about EUR40 million of Moody's-adjusted EBITDA in fiscal 2027. The order backlog remains weak at about EUR180 million, weighed down particularly by low order intake in the Schmidt'sche Schack division, which is exposed to the petrochemical industry. That said, Moody's expects the backlog to have reached its trough during fiscal year ending March 2026. In addition, Moody's understands that the significant cost overruns and nearly EUR50 million of cash outflows over the past two years related to a major offshore wind project are behind the company and will not recur. Arvos is repositioning its Ljungström division away from offshore wind and toward opportunities in energy transition and advanced manufacturing, which could support medium term performance. Weak trading and the cash outflows related to the failed offshore wind project further strained Arvos' liquidity. The company agreed with its lenders to capitalize EUR6.7 million of interest payable under its EUR175 million equivalent backed senior secured term loan Bs for the period between February 28, 2026 and July 31, 2026. Although this supports short term liquidity, Moody's classified it as a distressed exchange. Arvos' fully drawn RCF matures in May 2027 and its OpCo term loans in August 2027. Moody's expects Arvos to address these maturities during calendar 2026 while it still benefits from the capitalized interest. There remains a high likelihood that any liability management transaction on Arvos' debt instruments will be classified as another distressed exchange, a default in Moody's definitions, which Moody's reflects in the three notch downgrade of the PDR to Ca-PD. The Caa2 CFR also reflects Arvos' leading positions in niche markets, its sizable aftermarket business and sound margins, as well as its significantly reduced debt following the 2024 debt restructuring. However, the rating remains constrained by the company's small scale, cyclical end market exposure and historically weak operating performance, including three distressed exchanges in 2021 and 2024 under the previous capital structure and in 2026 through interest capitalization. STABLE OUTLOOK Moody's sees an increased likelihood of a debt restructuring by calendar year end 2026 because Arvos is nearing its RCF and TLB maturities in 2027, while liquidity remains weak. Moody's stable outlook reflects Moody's expectations that business valuations and lender recovery prospects will remain in line with the Caa2 rating level. These will be supported by Arvos' sound margins and moderate debt levels despite currently soft trading. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could arise if Arvos achieves a material and sustainable recovery in its operating performance, business diversification and operational restructuring, resulting in an improvement in its leverage, FCF generation and liquidity position. The ratings could be downgraded if Arvos' operating performance and liquidity further deteriorate such that Moody's believes lender recovery prospects are lower than current expectations or probability of default increases further. LIQUIDITY Arvos' liquidity is weak. It is supported by EUR22 million of cash as of December 2025; however, its EUR28 million revolving credit facility is fully drawn and matures in May 2027. The company also has access to around EUR30 million in local lines and overdraft facilities (EUR2.3 million undrawn), including a EUR5 million overdraft facility guaranteed by Triton for six months. Moody's expects Arvos to generate breakeven free cash flow in the fiscal year ending March 2027. This will be supported by the EUR6.7 million interest capitalization, while operating performance will remain soft. Arvos also has EUR4.8 million of annual mandatory amortization under the EUR175 million equivalent term loan B. Moody's expects compliance with both the EUR10 million minimum liquidity covenant and the net leverage covenant; however, headroom has decreased. All instruments mature in 2027. STRUCTURAL CONSIDERATIONS Moody's rates Arvos BidCo S.a.r.l.'s EUR175 million equivalent OpCo debt maturing in August 2027 (both EUR and USD tranches) as well as the EUR28 million RCF maturing in May 2027 at Caa2 in line with the CFR. The instruments rank equally with the company's local facilities and debts as well as trade payables, pension obligations and lease claims in the restricted group. The OpCo security package includes shares and intercompany receivables from operating subsidiaries and the holding entities. Guarantor coverage is expected to remain 80% of Arvos' OpCo EBITDA and assets (excluding Chinese and Indian subsidiaries). Moody's rates the EUR and USD tranches of the EUR30 million equivalent HoldCo debt at Arvos Holdco S.a.r.l. two notches below the CFR at Ca reflecting its junior position in the structure. The instrument is located outside the Arvos OpCo restricted group with no recourse to the operating company. It pays 0.5% cash interest p.a. and matures in November 2027. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing 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 Arvos provides new equipment and aftermarket services for auxiliary power equipment and industrial heat exchangers through two divisions: Ljungstrom (LJU), primarily serving thermal power generation facilities, and Schmidt'sche Schack (SCS), primarily serving the petrochemical industry. Arvos is owned by Triton Funds (55%) and a consortium of creditors (45%), following a debt restructuring in April 2024. =========== R U S S I A =========== ASAKABANK JSC: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Joint-Stock Company Asakabank's (Asaka) Long-Term (LT) Issuer Default Ratings (IDRs) at 'BB' with Stable Outlooks and its Viability Rating (VR) at 'b'. Key Rating Drivers Asaka's IDRs reflect Fitch's view of a moderate probability of support from the government of the Republic of Uzbekistan (BB/Stable), as captured by its Government Support Rating (GSR) of 'bb'. This view is based on its majority state ownership, moderate systemic importance, and the low cost of potential support relative to the sovereign's international reserves. Asaka's 'b' VR reflects its exposure to a volatile local operating environment, asset-quality risks with a high share of loans in foreign currency, significant risk concentrations, weak profitability, and dependence on foreign funding. The VR also captures a moderate corporate franchise and reasonable liquidity cushion. State Support Despite Sale Plans: Asaka has been targeted for privatisation in the government's banking sector reform strategy. However, its base case expects this to take place closer to 2030, given its ongoing business-model transformation, and Fitch continues to factor in state support into Asaka's ratings. In its view, the government will provide extraordinary support to the bank, as long as it retains a controlling stake. Improving Operating Environment: The operating environment for Uzbek banks has materially strengthened over the past couple of years, and Fitch expects further improvements, particularly in addressing structural risks and enhancing the quality of regulation and governance. This, alongside a robust economy, should support business growth and translate into stronger earnings and capital generation, making banks' credit profiles more resilient. The outlook on the operating environment score for Uzbek banks is therefore positive. Ongoing Business Model Transformation: Asaka is the fourth-largest bank in Uzbekistan (7% of sector assets at end-2025), with a core corporate franchise in the extractive and manufacturing sectors. The bank is undergoing a business transformation, which involves a shift to commercial lending with a focus on developing the SME and retail segments. Moderate Lending Growth; High Concentrations: Capital constraints and ongoing business model changes have led to modest lending growth (2025: 7%), below the sector average (13%). High borrower and industry concentrations as well as above-sector loan dollarisation (end-2025: 59%; sector average: 39%) are the main risks. Fitch expects Asaka's nominal loan growth at about 10% in 2026-2027, mainly in retail and SME segments, moderately diluting single-name concentrations. Weak Asset Quality Metrics: Fitch estimates that the impaired loans ratio was 8% at end-2025 due to loan growth and some recoveries. This is down from 9.5% at end-2024, which was only 0.5x covered by total loan loss allowances. Fitch expects the impaired loans ratio to increase closer to 10% by end-2026. Marginal Profitability: Low-yielding legacy loans and large wholesale funding with floating rates weigh on Asaka's net interest margin, which was only 1.5% in 2025 (sector average: 5%), according to local GAAP. Pre-impairment profit is modest, at 5% of average gross loans in 2025. This, alongside increased impairment charges (2025: 3% of average gross loans), led to a weak return on average equity of 3%, albeit better than in 2024 (0.6%) due to higher non-interest income. Under IFRS, Asaka was loss-making in 2024 on a pre-impairment basis due to the sale of a share in an associate with a one-off loss, but Fitch estimates that the bank was slightly above break-even in 2025 and forecast profitability to remain weak in 2026. Moderate Capital Cushion: The bank's Tier 1 capital ratio under local GAAP remained broadly stable at 14.1% at end-2025 due to risk-weighted assets (RWA) expansion of 3%, in line with internal capital generation. Fitch expects capital buffers to increase due to a planned capital injection in 1H26 (USD95 mllion or 2% of RWAs). However, the capital cushion will provide only a narrow buffer against asset-quality risks and is likely to be depleted without new injections. High External Funding: Asaka remains reliant on wholesale debt (47% of total liabilities at end-2025), which mainly comprises long-term borrowings from foreign banks and international financial institutions. State-related funding (government deposits and subordinated loans) represented another 18% of total liabilities. Liquid assets, which were 13% of total assets at end-2025, covered about 46% of non-state deposits. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The GSR and Long-Term IDRs would be downgraded if Uzbekistan's sovereign ratings were downgraded. The ratings of Asaka could also be downgraded if the bank is sold to a strategic investor with a lower rating than the sovereign, or one without a rating. Asaka's VR could be downgraded if the bank's capital buffer decreases to less than 100bp above the regulatory minimum on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A positive action on the sovereign rating would not necessarily result in a similar action on the GSR and Long-Term IDRs of Asaka, unless the privatisation is cancelled and the bank remains under long-term strategic state ownership. An upgrade of Asaka's VR would require material and sustained improvements in asset quality and profitability. It would also require a strengthening of the bank's risk profile and funding structure, alongside improvements in the Uzbek operating environment. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's Short-Term (ST) Foreign- and Local-Currency IDRs are 'B', which is the only possible option for LT IDRs in the 'BB' rating category. Asaka's ex-government support (xgs) ratings exclude assumptions of extraordinary government support from the underlying rating on the international scale. The LT IDRs (xgs) are equalised with the bank's VR. The ST IDRs (xgs) are mapped to the bank's LT IDRs (xgs). OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The bank's LT IDRs (xgs) are sensitive to changes in the bank's VR. The bank's ST IDRs are sensitive to a multi-notch downgrade of the bank's LT IDRs. The bank`s ST IDRs (xgs) are sensitive to changes in the bank`s LT IDRs (xgs). Public Ratings with Credit Linkage to other ratings Asaka's LT IDRs are driven by potential support from the government of Uzbekistan. ESG Considerations Asaka has an ESG Relevance Score of '4' for Governance Structure as Uzbekistan's authorities are highly involved in the bank at board level and in the business and strategy development. The bank also has an ESG Relevance Score of '4' for Financial Transparency, reflecting delays in IFRS account publications, which are prepared only on an annual basis. These factors have a moderately negative impact on the bank's credit profile and are relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Joint-Stock Company Asakabank LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Viability b Affirmed b Government Support bb Affirmed bb LT IDR (xgs) B(xgs)Affirmed B(xgs) ST IDR (xgs) B(xgs)Affirmed B(xgs) LC LT IDR (xgs) B(xgs)Affirmed B(xgs) LC ST IDR (xgs) B(xgs)Affirmed B(xgs) NATIONAL BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed JSC National Bank for Foreign Economic Activity of the Republic of Uzbekistan's (NBU) Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB' with Stable Outlooks. Fitch has also affirmed the bank's Viability Rating (VR) at 'b+'. Key Rating Drivers NBU's LT IDRs are driven by potential state support, as captured by its 'bb' Government Support Rating (GSR). The bank's 'b+' VR is a notch above the operating environment score, reflecting its leading market positions, robust profitability, high capitalisation and ample liquidity through the cycle. These are counterbalanced by a vulnerable risk profile due to high loan concentrations and dollarisation. IDRs Equalised with Sovereign: NBU's GSR and LT IDRs are on a par with Uzbekistan's sovereign IDRs. This reflects the bank's full state ownership, high systemic importance, significant policy role, and the low cost of support relative to the sovereign's international reserves. Improving Operating Environment: The operating environment for Uzbek banks has materially strengthened over the past five years, and Fitch expects further improvements, particularly in addressing structural risks and enhancing the quality of regulation and governance. This, alongside a robust economy, should support business growth and translate into stronger earnings and capital generation, making banks' credit profiles more resilient. The outlook on the operating environment score for Uzbek banks is, therefore, positive. Leading Corporate Franchise; Diversification Strategy: NBU is the largest bank in Uzbekistan (end-2025: 16% of sector assets), with a very strong market position in corporate lending. The bank's priority is commercial financing, particularly in retail, but directed lending to state-owned entities is likely to remain a notable part of its business over the medium term. High Concentrations; Retail Loan Growth: High single-borrower concentration of loans and their dollarisation (end-2025: 62% of gross loans) influence its assessment of NBU's risk profile. Fitch expects NBU's asset quality to remain mainly sensitive to the performance of corporate and SME loans in 2026, despite rapid retail loan growth (1H25: 13%; 2024: 30%). Moderate Impaired Loans; Strong Coverage: Impaired loans remained below 5% of gross loans (end-1H25: 4.2%), with reserve coverage by total provisions at 201%. These almost entirely comprised exposures to private corporates and SMEs. Stage 2 loans remained a high 19% of gross loans at end-1H25 (end-2024: 18%), underlining loan-quality risks. Fitch expects loan quality to remain stable in 2026, with an impaired loans ratio of 4%-5%. Robust Profitability: NBU's underlying profitability has been solid, supported by a continued focus on higher-margin commercial lending, while maintaining good cost efficiency and a low cost of risk. Fitch estimates the bank's operating profit was 4% of risk-weighted assets (RWAs) for 2025 (1H25: annualised 4%) and Fitch expects the ratio to be stable in 2026. Strong Capitalisation: The bank's Fitch Core Capital (FCC) ratio decreased slightly to 19% at end-1H25 (end-2024: 19.6%), driven by modest 9% RWAs growth. Its regulatory Tier 1 ratio rose to 17.8% at end-2025 (end-2024: 17.1%) due to strong profits and moderate dividend payments (19% of 2024 net income). Fitch estimates the FCC ratio to have improved by a similar extent in 2025 and expect it to remain at about 20% in 2026, supported by healthy internal capital generation. Mostly External and State Funding: NBU relies on external borrowings from international financial institutions (end-1H25: 50% of liabilities), state-related sources (28%) and third-party customer deposits (22%). This funding structure results in a high loans/deposits ratio of 241% at end-1H25, down from 289% at end-2024, on a strong 22% deposit growth. Fitch assesses refinancing risks as limited, underpinned by a stronger-than-peers' liquidity buffer (end-1H25: 22% of assets), covering a quarter of liabilities. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade NBU's LT IDRs and GSR would be downgraded if Uzbekistan's sovereign ratings were downgraded. The ratings could also be downgraded if Fitch takes the view that the Uzbek authorities' ability or propensity to support the bank has weakened. The VR could be downgraded if the bank's capitalisation materially weakens due to asset-quality problems or rapid loan growth, with the FCC ratio falling below 12% on a sustained basis. Depletion of the bank's liquidity buffers, particularly in foreign currency, could also be credit-negative, if not promptly offset by liquidity injections from the state. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The LT IDRs and GSR are likely to be upgraded following a similar action on the sovereign ratings of Uzbekistan. An upgrade of the VR would require significant improvements in Uzbekistan's operating environment, while the bank maintains a stable financial profile. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's Short-Term (ST) Foreign- and Local-Currency IDRs are 'B', which is the only possible option for LT IDRs in the 'BB' rating category. NBU's ex-government support (xgs) ratings exclude assumptions of extraordinary government support. The LT IDRs (xgs) are equalised with the bank's VR. ST IDRs (xgs) are mapped to the bank's LT IDRs (xgs). Fitch rates NBU's senior unsecured notes in line with its LT Foreign-Currency IDR or LT Foreign-Currency IDR (xgs), as a default on these obligations would be deemed a default of the bank, according to Fitch's rating definitions. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The bank's ST IDRs are sensitive to a multi-notch downgrade of the bank's LT IDRs. The bank's LT IDRs (xgs) are sensitive to changes in its VR. The ST IDRs (xgs) are sensitive to changes in NBU's LT IDRs (xgs). NBU's senior unsecured LT debt ratings are sensitive to changes in the bank's LT IDRs. Public Ratings with Credit Linkage to other ratings NBU's IDRs are directly linked to Uzbekistan's sovereign IDRs. ESG Considerations NBU has an ESG Relevance Score of '4' for Governance Structure as Uzbekistan's authorities are highly involved in the bank at board level and in its business and strategy development, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- JSC National Bank for Foreign Economic Activity of the Republic of Uzbekistan LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Viability b+ Affirmed b+ Government Support bb Affirmed bb LT IDR (xgs) B+(xgs) Affirmed B+(xgs) ST IDR (xgs) B(xgs) Affirmed B(xgs) LC LT IDR (xgs) B+(xgs) Affirmed B+(xgs) LC ST IDR (xgs) B(xgs) Affirmed B(xgs) senior unsecured LT BB Affirmed BB senior unsecured LT (xgs) B+(xgs) Affirmed B+(xgs) UZBEK INDUSTRIAL: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Uzbek Industrial and Construction Bank Joint-Stock Commercial Bank's (also known as Sanoat Qurilish Bank, or SQB) Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB' with Stable Outlooks. Fitch has also affirmed the bank's Viability Rating at 'b'. Key Rating Drivers SQB's LT IDRs are driven by Fitch's view of a moderate probability of support from the government of Uzbekistan (BB/Stable), as reflected in its Government Support Rating (GSR) of 'bb'. The bank's 'b' VR reflects its exposure to the volatile, but improving, domestic operating environment, high loan dollarisation and concentrations, material legacy asset-quality risks and a high share of external wholesale funding. State Support Despite Sale Plans: The government had initially planned to privatise SQB by end-2025 but has recently postponed the sale. Under its baseline scenario, it will not happen until 2027 at the earliest, and Fitch continues to factor state support into SQB's ratings. In its view, the government will provide extraordinary support to the bank, as long as it retains a controlling stake. Improving Operating Environment: The operating environment for Uzbek banks has materially strengthened over the past five years, and Fitch expects further improvements, particularly in addressing structural risks and enhancing the quality of regulation and governance. This, alongside a robust economy, should support business growth and translate into stronger earnings and capital generation, making banks' credit profiles more resilient. The outlook on the operating environment score for Uzbek banks is therefore positive. Mostly Corporate Focus, Diversification Efforts: SQB is the third-largest bank in Uzbekistan, with 11% of sector assets and loans at end-2025. It has a strong corporate franchise in industries considered as key and strategic by the government but has recently targeted micro, small, and medium-sized enterprise and retail lending to diversify its operations. A recent transfer of the bank's 40% stake to the Uzbekistan National Investment Fund, managed by the global asset management firm Franklin Templeton, will further benefit the bank's governance and risk management frameworks prior to its privatisation, in its view. Dollarised, Concentrated Loan Book: The bank's corporate focus results in high loan dollarisation (end-2025: 60%) and single-name and industry concentrations, although they should gradually reduce given SQB's efforts to prioritise growth in more granular and less dollarised loan segments. Fitch expects lending expansion to accelerate in 2026 given the bank's improved capital buffers. Stable Asset Quality, Legacy Risks: Fitch expects SQB's impaired (Stage 3) loans ratio to be stable in 2026 (end-1H25: 5.9%), with total reserve coverage at about 90%. However, large Stage 2 loans (23% of gross loans at end-1H25) present downside risks, as some of them may migrate to Stage 3 over the medium term. Limited, but Improving, Profitability: The bank's operating profit/risk-weighted assets (RWAs) ratio improved to an annualised 1.9% in 1H25 (2024: 1.7%), supported by stable net interest margin (5.3%) and better cost efficiency. The annualised pre-impairment profit equaled 5% of gross loans, comfortably above loan impairment charges (2.6%), providing a reasonable buffer against a potential rise in impairment charges. Fitch expects SQB's operating profit to exceed 2% of RWAs in 2026 on gradually increasing margins, further improvements in operating efficiency, and stable risk costs. Capital Ratios to Gradually Increase: SQB's regulatory Tier 1 and total capital ratios improved markedly to 14% and 17% at end-2025, respectively, following a USD300 million additional Tier 1 debt issue in 4Q25, providing a 400bp buffer over regulatory minimum requirements. Fitch expects the Fitch Core Capital ratio (end-1H25: 11%) to improve to above 12% in 2026, supported by improved internal capital generation and full profit retention. Deposit Growth, Large Wholesale Funding: Non-state customer deposits increased by a high 60% in 2025 under local GAAP but still accounted for only 25% of non-equity funding. The bank's key funding sources are wholesale borrowings from international financial institutions and legacy state-related funds. Fitch expects SQB's loans/deposits ratio (end-1H25: 270%) to decrease in 2026 on deposit growth but remain above 200%. Liquid assets covered a moderate 24% of non-state liabilities at end-2025 while near-term refinancing risks are manageable. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade SQB's GSR and LT IDRs would be downgraded if Uzbekistan's sovereign ratings were downgraded. The bank's ratings could also be downgraded if the bank is sold to a strategic investor with a lower rating than the sovereign, or one without a rating. A downgrade of the VR could stem from material asset-quality deterioration, translating into loss-making performance for several consecutive periods. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A positive action on the sovereign ratings would not necessarily result in a similar action on SQB's GSR and LT IDRs, unless its privatisation is cancelled and the bank remains under long-term strategic state ownership. An upgrade of the bank's VR would require material improvements in Uzbekistan's operating environment, coupled with a tangible strengthening of its commercial franchise and risk profile that would result in sustainably higher profitability and capitalisation. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's Short-Term (ST) Foreign- and Local-Currency IDRs are 'B', which is the only option for LT IDRs in the 'BB' rating category. SQB's ex-government support (xgs) ratings exclude assumptions of extraordinary government support from the underlying rating on the international scale. The LT IDRs (xgs) are equalised with the bank's VR. The ST IDRs (xgs) are mapped to the bank's LT IDRs (xgs). The senior unsecured debt ratings are aligned with SQB's LT Foreign-Currency IDR and LT Foreign-Currency IDR (xgs), respectively. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The bank's LT IDRs (xgs) are sensitive to changes in the bank's VR. The bank's ST IDRs are sensitive to a multi-notch downgrade of the bank's LT IDRs. SQB's senior unsecured LT debt ratings are sensitive to changes in the bank's LT Foreign-Currency IDR and LT Foreign-Currency IDR (xgs), respectively. Public Ratings with Credit Linkage to other ratings SQB's LT IDRs are driven by potential support from the government of Uzbekistan. Climate Vulnerability Signals Fitch has assigned SQB an elevated Climate Vulnerability Signal (Climate.VS) of 50 in 2035, indicating that climate-risk factors present challenges and may weaken the credit profile. The elevated VS mainly reflects exposure to transition risks through material lending to vulnerable sectors such as the oil and gas industry. These risks are not reflected in current ratings because they will unfold over an extended timeframe, remain highly uncertain, and the entity may implement adaptation or mitigation strategies that reduce their ultimate impact. This is particularly evident in SQB's commitment to sustainable development, which Fitch believes may lead to a lower contribution of vulnerable financing in total assets. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Uzbek Industrial and Construction Bank Joint-Stock Commercial Bank LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Viability b Affirmed b Government Support bb Affirmed bb LT IDR (xgs) B(xgs)Affirmed B(xgs) ST IDR (xgs) B(xgs)Affirmed B(xgs) LC LT IDR (xgs) B(xgs)Affirmed B(xgs) LC ST IDR (xgs) B(xgs)Affirmed B(xgs) senior unsecured LT BB Affirmed BB senior unsecured LT (xgs) B(xgs)Affirmed B(xgs) ========= S P A I N ========= BOLUDA TOWAGE: S&P Upgrades ICR to 'BB' on Enhanced Credit Profile ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issuer rating to Boluda Towage Holding S.A. and raised its issuer credit rating on Boluda Towage S.L. to 'BB' from 'BB-'. S&P also raised its issue rating on Boluda Towage S.L.'s existing EUR1.1 billion term loan B (TLB) due in 2030 to 'BB' from 'BB-'. The recovery rating on the debt remains '3' (50%-70%, rounded recovery estimate: 50%). The stable outlook on both entities reflects S&P's expectation that the group will maintain steady low-single-digit revenue growth and a resilient EBITDA margin, translating into solid free operating cash flow (FOCF) generation and rating-commensurate adjusted FFO to debt of at least 12%. S&P Global Ratings believes there is a high degree of unpredictability around the duration and scale of the Middle East war and its potential effect on commodity prices, supply chains, economies, and credit conditions. As a result, our baseline forecasts carry a significant amount of uncertainty. As situations evolve, S&P will gauge the macro and credit materiality of potential shifts and reassess our guidance accordingly. Boluda Towage Holding S.A., the parent company of Spain-based tugboat operator Boluda Towage S.L., is the world's largest operator of tugboats, with a well-established and resilient business model, broad geographic presence, and strong profitability. The group's expanding S&P Global Ratings-adjusted annual EBITDA toward EUR440 million-EUR460 million in 2026 (from a pro forma EUR430 million in 2025), will offset the increased debt from the recent acquisitions and translate into adjusted funds from operations (FFO) to debt of 14%-15%. S&P said, "We now assess Boluda Towage S.L.'s credit quality within the context of the combined creditworthiness of the larger group consolidated under Boluda Towage Holding and Boluda Towage S.L.'s status within the group. We think that Boluda Towage S.L. benefits from the stronger credit profile of the group while remaining integral to the group's current identity and future strategy." Recent acquisitions have increased the group's scale and expanded its geographic presence, while enhancing its profitability and earnings stability. With 762 tugboats in operation, compared with 463 before recent acquisitions that include MedTug and the Australian business of Smit Lamnalco, Boluda Towage Holding is a global market leader in the towage service segment. It is now almost double the size of its closest competitor, operating in 184 ports (111 before the acquisitions) in 39 countries (27). S&P thinks the group's larger scale and size further reduce its exposure to volume fluctuations in any single location. Boluda Towage Holding is now present in locations where it previously had limited or no presence, such as Australia, Italy, and Malta. While an individual port may face a temporary dip in activity due, for example, to a regional slowdown in trade, weather events, or supply chain disruptions, a larger operator benefits from portfolio effects across regions and cargo types. The larger scale should also strengthen Boluda Towage Holding's bargaining power and relationships with port authorities and the shipping companies that comprise its customers. S&P also takes a positive view of the enlarged EBITDA contribution from concessions and private contracts, which has risen to 46% from 33% previously, as these typically generate more predictable earnings than under license agreements. In addition, Boluda Towage Holding's EBITDA from ports where it is the sole operator has risen to 71% from 68%. The group is the sole operator in many marine ports under either long-term concessions or licensed agreements. Concessions grant Boluda Towage Holding the right to exclusive operations in ports for 10-30 years, while licenses entitle the group to operate but do not guarantee exclusivity and are subject to automatic renewal upon compliance with license requirements. Boluda Towage Holding has not lost a public license in its 100 years of operations, while successfully fending off competition. Furthermore, larger tugboat operators are typically better positioned to invest in equipment, technology, and sustainability initiatives that are becoming increasingly important in concession tenders and service agreements. This in turn contributes to Boluda Towage Holding's entrenched positions in ports and with customers. Boluda Towage Holding's established network of strategically located port terminals across Europe, Latin America, Africa, Asia, and Australia further underpins its improved competitive position. S&P believes the group has the scope to further grow its geographic footprint in these regions, while expansion into markets such as China and the U.S. is constrained by strict local regulations for foreign operators. Importantly, Boluda Towage Holding is insulated from erratic shipping freight rates and swings in cargo volumes because its revenue is primarily based on ship movements (port calls) and the size of vessels. Furthermore, towage is an essential service in port infrastructure. Most towage services are mandatory, and shipping companies have no discretion on whether to use towage or a number of tugs, as this is determined by the port authorities. Boluda Towage Holding is not immune, however, to a prolonged economic downturn or major changes in trading patterns and the resulting decrease in port activity. Ship operators' requirement to use towing services while in port ensures recurring revenue streams. This underpins Boluda Towage Holding's solid track record of EBITDA generation and an average reported EBITDA margin of 34%-35% over the past 15 years (excluding the abnormal 2020-2021 pandemic years). S&P forecasts the group will maintain a strong EBITDA margin of well above 30%. This is thanks to its good cost control, efficient use of tugboats, and cost inflation pass-through mechanisms embedded in the majority of commercial agreements and in port authorities' periodic review of official tariffs. Positive operating momentum, decent EBITDA to operating cash flow conversion, and a prudent financial policy will help the group expand its rating headroom. Boluda Towage Holding has been a market consolidator over the past several years in a sector that remains highly fragmented, with the top five players operating only 7% of the global fleet. S&P understands that bolt-on acquisitions will contribute to the growth of the group. Some previous acquisitions were financed with debt, at times leaving Boluda Towage Holding with limited rating headroom for operational setbacks. S&P said, "Our base case for the group for 2026-2027 indicates robust organic topline growth and a solid consolidated EBITDA margin of about 35%. As a result, adjusted FFO to debt should strengthen to 15%-16% in 2026-2027. This view is further underpinned by our expectation that Boluda Towage Holding will start generating meaningful excess cash flow from 2026. Under our base case, FOCF could reach up to EUR100 million in 2026 on the back of increased adjusted EBITDA of EUR440 million-EUR460 million--compared with our estimate of about EUR430 million in 2025 on a pro forma basis. That will be more than sufficient to cover planned capital expenditure (capex) and higher interest costs, reduce adjusted debt, and expand headroom under our rating threshold of 12% adjusted FFO to debt. Looking ahead, we understand that management intends to reduce leverage and keep it at about 4.0x while continuing to grow via acquisitions, which translates to our adjusted debt to EBITDA ratio of about 4.3x. "We continue to assess Boluda Towage S.L.'s business risk profile as fair, which constrains its standalone credit profile (SACP) at 'bb-'. We assess the business risk profile of Boluda Towage S.L., the largest subsidiary of the group, as weaker than our assessment for the combined group. This reflects the subsidiary's smaller scale and scope of operations. In addition, Boluda Towage S.L.'s EBITDA margin of 32%-33% is trending somewhat below the EBITDA margin of at least 35% that we estimate for the combined group in 2026-2027. "We believe Boluda Towage S.L. is integral to the group's current identity and future strategy, and the group is likely to support it under any foreseeable circumstances. With about 67% EBITDA contribution to the group's 2025 pro forma EBITDA, Boluda Towage S.L. constitutes a significant proportion of the consolidated group's earnings, and consolidates all of the group's towage businesses (with the exception of the recently acquired MedTug and Smit Lamnalco operations, which are not part of Boluda Towage S.L.'s reporting perimeter). Boluda Towage S.L. has traditionally been a core entity for the founding family and, in our view, is closely linked to the group's reputation, name, brand, and risk management. We therefore believe that being such an important part of the consolidated group, Boluda Towage S.L. will benefit from its larger scale and financial strength and will be supported by the group if required. We therefore equalize our ratings on Boluda Towage S.L. and the parent Boluda Towage Holding. "The stable outlook on both entities reflects our expectation that the group's steady revenue and EBITDA growth, together with sustained FOCF generation, will support adjusted FFO to debt of at least 12%. We also assume a disciplined financial policy and treasury management, which would support metrics staying within the thresholds for the 'BB' rating. "We could lower the ratings on both entities if the group's EBITDA underperformed our base case, for example, due to lower-than-expected contributions from the newly consolidated businesses or any unexpected major change in trading patterns that reduces port activity. This would likely result in adjusted FFO to debt falling below 12% with limited prospects of improvement. A major debt-funded acquisition could also pressure the rating if not sufficiently offset by a timely earnings contribution from the acquired business. "We could raise our ratings on both entities if the group's earnings and cash flow improved materially and outperformed our base case, so that adjusted FFO to debt strengthened sustainably to at least 20%. This could occur, for example, if the group generates stronger-than-expected FOCF and prioritizes debt repayment over external growth. An upgrade would require shareholders' commitment to sustain leverage at that level." SANTANDER HIPOTECARIO 3: Fitch Affirms 'B+sf' Rating on Cl. B Notes ------------------------------------------------------------------- Fitch Ratings has affirmed FTA, Santander Hipotecario 3's all eight tranches. Fitch has also removed seven tranches from Rating Watch Positive (RWP). The Outlooks are Stable. Entity/Debt Rating Prior ----------- ------ ----- FTA, Santander Hipotecario 3 Class A1 ES0338093000 LT AAsf Affirmed AAsf Class A2 ES0338093018 LT AAsf Affirmed AAsf Class A3 ES0338093026 LT AAsf Affirmed AAsf Class B ES0338093034 LT B+sf Affirmed B+sf Class C ES0338093042 LT CCsf Affirmed CCsf Class D ES0338093059 LT Csf Affirmed Csf Class E ES0338093067 LT Csf Affirmed Csf Class F (RF) ES0338093075 LT Csf Affirmed Csf Transaction Summary The transaction comprises Spanish mortgages serviced by Banco Santander S.A. (A/Stable/F1). KEY RATING DRIVERS Stable Performance: The securitised portfolio has more than 20 years of seasoning, a low share of late-stage arrears (excluding defaults) of 1% of the current portfolio balance, an indexed current loan-to-value ratio (CLTV) of about 40% and gross cumulative defaults of 9% as of the latest reporting in January 2026. Fitch has maintained a 1.5x transaction adjustment to foreclosure frequency to reflect historical performance data and its forward-looking considerations. The analysis of the portfolio has also taken into consideration the fairly weak record of recoveries on outstanding defaults of about 54%. Credit Enhancement Trends: The class A and B notes are protected by credit enhancement (CE) to absorb the projected losses commensurate with the ratings, and its expectation of CE protection to continue building up given the prevailing sequential amortisation of the notes. On the other hand, the negative CE protection for the remaining tranches is a driving factor of their distressed ratings. Updated HPI for Spain: The rating actions resolve the RWP and reflect the updated assumptions driving Fitch's recovery rates under the European RMBS Rating Criteria. Since the previous house price update in October 2024, the data indicates that Spain has recorded strong house price growth, which has positively affected the weighted average indexed CLTV of this transaction by reducing it to 42% from 49%. See 'Fitch Places 42 European RMBS Tranches on Rating Watch Positive on House Price Decline Update' dated 3 March 2026. Deferred Interest and Outstanding PDL: There is an outstanding deferred interest on the class D to E notes that Fitch does not expect to be repaid in the short-to-medium term, due to a material principal deficiency ledger (PDL) outstanding equivalent to 23% of the collateralised notes balance and the reserve fund being fully depleted. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Long-term asset performance deterioration such as increased delinquencies or larger defaults, which could be driven by changes to macroeconomic conditions, interest-rate increases or borrower behaviour Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - For the class A and B notes, an increase in CE ratios as the transaction deleverages to fully compensate for the credit losses, the outstanding PDL, and cash flow stresses commensurate with higher ratings USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pool ahead of the transaction's closing. The subsequent performance of the transaction over the years is consistent with the rating agency's expectations given the operating environment and Fitch is, therefore, satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. Overall, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. ============= U K R A I N E ============= FIRST UKRAINIAN: Fitch Affirms 'CCC' LT Foreign Currency IDR ------------------------------------------------------------ Fitch Ratings has affirmed JOINT STOCK COMPANY FIRST UKRAINIAN INTERNATIONAL BANK's (FUIB) Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. Fitch has also affirmed the Viability Rating (VR) at 'ccc'. Key Rating Drivers FUIB's LTFC IDR reflects Fitch's view that a default on senior FC third-party non-government obligations remains a real possibility due to the Russia-Ukraine war. FUIB has maintained generally adequate FC liquidity, helped by the regulatory capital and exchange controls in place since the war's outbreak to reduce the risk of deposit and capital outflows, and maintain stability and confidence in the banking system. The bank's LTLC IDR, one notch above the LTFC IDR, reflects limited regulatory constraints on LC operations. The VR reflects the high risk to FUIB's standalone profile caused by the war, and that failure remains a real possibility. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc'. Continued international support to Ukraine, supportive monetary policy and regulatory support measures underpin macroeconomic and financial stability, and banks' resilient financial performance. Large Private Bank: FUIB is a large privately owned bank in Ukraine and the fifth largest overall, accounting for 6% of sector net assets at end-2025. Exposure to Operating Environment: FUIB's risk profile takes into consideration its exposure to the challenging operating environment in Ukraine and its exposure to the sovereign through investments in domestic government securities (end-3Q25: 16% of assets) and placements at and certificates of deposits of the National Bank of Ukraine (NBU, 21%), as this renders the bank vulnerable to the sovereign's repayment capacity and liquidity position. Risks to Asset Quality: FUIB's impaired loans (Stage 3 loans and purchased or originated credit-impaired loans) /gross loans ratio decreased to 5.4% at end-3Q25 from 6.7% at end-2024, following an increase in loans (9M25: 29%). Total loan loss allowance coverage of impaired loans increased to 154% at end-3Q25 from 136% at end-2024. Fitch expects the impaired loans ratio to remain under pressure from asset-quality risks due to the difficult operating environment. Reasonable Profitability: The bank's operating profit/risk-weighted assets (RWAs) ratio decreased to a still high 6.7% in 9M25 (2024: 7.8%) despite strong net interest margins, due largely to higher loan impairment charges (21.5% of pre-impairment charges). Fitch expects near-term operating profitability to remain reasonable, supported by still-adequate net interest margins. A higher 50% tax would dent 2026 net profit. Adequate Capital Buffers: FUIB's common equity Tier 1 (CET1), Tier 1 and regulatory capital adequacy ratios (all 14.86% at end-2025 excluding audited profit for 2025) had adequate buffers against their regulatory minimums. Impaired loans are fully covered by loan loss allowances, reducing risks to capital. Fitch expects capitalisation to remain adequate, supported by internal capital generation. Risks to capitalisation stem from the challenging operating environment and sovereign exposure. Largely Deposit Funded: FUIB is almost entirely funded by customer deposits (end-3Q25: 98% of non-equity funding). Deposits from retail customers comprised 38% of total customer deposits. The loans/deposits ratio remained modest despite an increase (end-3Q25: 59%; end-2024: 48%), and Fitch expects the ratio to gradually increase. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade FUIB's IDRs following a sovereign downgrade or on an increased likelihood that the bank will default on, or seek a restructuring of, its senior obligations. A marked further deterioration in asset quality or a weakening of profitability that eroded the bank's loss-absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A positive action on the IDRs is unlikely. However, Fitch could upgrade the ratings if the sovereign's LTFC IDR is upgraded. A VR upgrade would likely require an upgrade of the sovereign's LTFC IDR and a considerable improvement in the operating environment leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only option mapping to Long-Term IDRs in the 'CCC' category. FUIB's National Long-Term Rating is driven by the bank's intrinsic credit profile. It is in line with that of most Ukrainian bank peers. The Government Support Rating of 'ns' (no support) reflects its view that regulatory forbearance would be more likely than recapitalisation in a material capital shortfall as long as the bank implements recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the Long-Term IDRs. FUIB's National Rating is sensitive to changes in the bank's' LTLC IDR and its creditworthiness relative to other Ukrainian entities rated on the National Rating scale. An upgrade of FUIB's Government Support Rating is highly unlikely given the bank's private ownership. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (negative). The earnings and profitability score of 'ccc' is below the 'bb' category implied score due to the following adjustment reason(s): revenue diversification (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- JOINT STOCK COMPANY FIRST UKRAINIAN INTERNATIONAL BANK LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA+(ukr) Affirmed AA+(ukr) Viability ccc Affirmed ccc Government Support ns Affirmed ns PROCREDIT BANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR ------------------------------------------------------------------ Fitch Ratings has affirmed Joint Stock Company ProCredit Bank's (PCBU) Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. Fitch has also affirmed the bank's Viability Rating (VR) at 'ccc'. Key Rating Drivers PCBU's LTFC IDR is driven by potential support from its 100% shareholder ProCredit Holding AG (PCH; BBB/Stable/bb) and underpinned by its 'ccc' VR. The LTFC IDR reflects Fitch's view that a default on senior FC third-party non-government obligations remains a real possibility due to the Russia-Ukraine war. PCBU's Shareholder Support Rating (SSR) of 'ccc' reflects its view of its strategic importance to PCH, but also potential constraints on the bank's ability to use parent support, in particular to service FC obligations, due to government intervention risk. PCBU's VR reflects the high risks to its standalone profile caused by the war and that failure remains a real possibility. PCBU's 'CCC+' LTLC IDR, reflects limited regulatory restrictions on LC operations. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc'. Continued international support to Ukraine, supportive monetary policy and regulatory support measures underpin macroeconomic and financial stability and banks' resilient financial performance. Small Bank with SME Focus: PCBU is a small foreign-owned bank, accounting for 1.2% of sector net assets at end-2025. The bank is primarily engaged in providing banking services to small and medium-sized businesses. Exposure Concentrations: PCBU is exposed to sovereign risk through investments in deposit certificates and placements at the National Bank of Ukraine (NBU; end-3Q25: 20% of total assets), and domestic government securities (6%), which render the bank vulnerable to the sovereign's repayment capacity and liquidity position. Lending increased by 23% in 9M25 (2024: 6.5%), mainly driven by small-ticket lending to SMEs that dominate the loan book. The bank continues to have a large exposure to the agricultural sector (end-3Q25: 45% of gross loans). Asset-Quality Risks: PCBU's impaired loans/gross loans ratio (including purchased or originated credit-impaired loans) improved to 3.2% at end-3Q25 (end-2024: 3.7%) due to the increase in loans. Total loan loss allowance coverage of impaired loans was 251% at end-3Q25. There are risks of further increases in impaired loans due to the protracted war, particularly from the potential migration of the bank's high Stage 2 loans (28% of gross loans; 9% coverage), sector concentration and SME lending. Reasonable Profitability: PCBU's operating profit/risk weighted assets ratio decreased to 6.2% in 9M25 (2024: 8.7%) on lower net interest margins and despite reversals of loan loss allowances. Fitch expects near-term operating profitability to remain reasonable, but remain sensitive to net interest margin tightening and asset quality deterioration. Higher taxes would dent 2026 net profit. Adequate Capitalisation: PCBU's common equity Tier 1 (CET1) and Tier 1 ratios of 16.2% and regulatory capital adequacy ratio of 16.5% at end-2025 (excluding audited profit) provided adequate buffers over their regulatory minimums of 5.625%, 7.5% and 10%, respectively. Impaired loans are fully covered by loan loss allowances, reducing risks to capital. Its expectation is for capitalisation to remain adequate, supported through internal capital generation. Risks to capitalisation stem from the challenging operating environment and sovereign exposure. Largely Deposit-Funded: Customer deposits accounted for 93% of the bank's non-equity funding at end-3Q25. The remaining funding was mainly from international financial institutions. Foreign-currency repayments remain subject to considerable uncertainty, but its base case expects that PCBU will continue to service its external obligations. PCBU's gross loans/deposits ratio rose to 76% at end-3Q25 (end-2024: 63%) due to the faster increase in loans, and Fitch expects the ratio to gradually increase. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade the bank's IDRs on a sovereign downgrade, or if Fitch perceived an increased likelihood that the bank will default on, or seek a restructuring of, its senior obligations. PCBU's SSR could be downgraded if Fitch believes the parent has a lower propensity to support its subsidiary. A marked further deterioration in asset quality or a weakening of profitability that eroded the bank's loss absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch believes positive action on the IDRs is unlikely in the near term. However, the ratings could be upgraded in the event the sovereign's LTFC IDR is upgraded. PCBU's SSR and LTFC IDR could be upgraded if Fitch considers the bank to have a greater ability to use parental support due to reduced government intervention risk. A VR upgrade would likely require an upgrade of the sovereign's LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only option mapping to Long-Term IDRs in the 'CCC' category. PCBU's National Long-Term Rating of 'AA+(ukr)' is driven by its view of support from PCH. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The bank's Short-Term IDRs are sensitive to change in its Long-Term IDRs. A change in PCBU's National Long-Term Rating would likely arise from a weakening or strengthening in its overall credit profile relative to that of other Ukrainian entities. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason: sovereign rating (negative). Public Ratings with Credit Linkage to other ratings PCBU's ratings are linked to PCH's ratings. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Joint Stock Company ProCredit Bank LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA+(ukr) Affirmed AA+(ukr) Viability ccc Affirmed ccc Shareholder Support ccc Affirmed ccc =========================== U N I T E D K I N G D O M =========================== BOWTIE GERMANY: Moody's Affirms 'B3' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has affirmed the B3 long-term corporate family rating and B3-PD probability of default rating of Bowtie Germany Bidco GmbH (NextPharma or the company). At the same time, Moody's have affirmed the B3 instrument ratings of NextPharma's senior secured bank credit facilities, including its EUR350 million senior secured term loan B (TLB) due in August 2031 and its EUR100 million senior secured revolving credit facility (RCF) due in February 2031. The outlook remains stable. RATINGS RATIONALE The rating action reflects Moody's expectations that NextPharma's key credit metrics will remain broadly consistent with a B3 rating over the next 12–18 months. Moody's anticipates high-single-digit revenue growth and gradual margin improvement as recent capacity investments ramp up and the product mix continues to improve. Over this period, Moody's-adjusted gross leverage is expected to decrease below 6.0x, with adequate interest coverage, as reflected in a Moody's-adjusted EBITA-to-interest expense ratio expected to increase above 1.5x. Free cash flow (FCF) is expected to remain weak, constrained by high growth capex, although liquidity is supported by the proceeds from the recent divestment of the non-core logistics business. The B3 rating also considers the persistence of some operational challenges across parts of the manufacturing network, which Moody's expects management to continue addressing over the coming quarters. NextPharma's B3 rating continues to reflect the company's good operational track record as a medium-sized operator supported by its high-quality standards as a pharmaceutical contract development and manufacturing organisation (CDMO); the relatively high barriers to entry because of the capital intensity and regulated nature of the business, and customer stickiness because of high switching costs; and the company's high share of exclusive contracts with customers, some including take or pay terms. The rating is constrained by NextPharma's high leverage, with a Moody's-adjusted gross leverage of 7.5x in 2025 pro forma for the recent divestment of its logistics business and limited Moody's-adjusted FCF generation, driven by the high capital intensity of the sector and the company's planned investments in expansion projects that should support future growth. Although, Moody's have not considered acquisitions during the next 12-18 months, Moody's believes that M&A could continue because the industry is still fragmented and the company could look for opportunities to improve its capacity, technological or geographical footprint. This could delay deleveraging if funded with new debt. OUTLOOK The stable outlook reflects Moody's expectations that NextPharma will continue to successfully execute its growth strategy and deliver the budgeted margin improvement over the next 12–18 months, resulting in Moody's-adjusted gross leverage declining below 6.0x, while maintaining at least adequate liquidity. The outlook further assumes that the company refrains from undertaking significant debt-funded acquisitions or shareholder distributions. LIQUIDITY NextPharma's liquidity is adequate, supported by cash balances of approximately EUR90 million as of year-end 2025, which include the proceeds from the recent divestment of the group's logistics business, HLS, and by access to a EUR100 million RCF, which was undrawn at year-end. In addition, the company faces no debt maturities until 2031 following the extension of its debt facilities in 2024. Under the debt documentation, the RCF is subject to a springing net leverage covenant of 9.94x, tested quarterly when drawings exceed 40%, under which Moody's expects the company to retain good headroom if tested. Moody's expects Moody's-adjusted FCF to remain negative over the next 12–18 months, reflecting elevated growth capital expenditure, which Moody's estimates at around 12% of revenue. Moody's assumes that a significant portion of this investment will be funded by the cash proceeds from the HLS divestment rather than additional debt. Liquidity is further supported by access to an undrawn EUR50 million factoring facility, which provides additional flexibility if required. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward momentum could develop on the rating if NextPharma increases its scale while maintaining solid financial performance and operating metrics; Moody's-adjusted leverage decreases below 5.5x on a sustained basis; Moody's-adjusted FCF increases towards 5%; liquidity remains at least adequate; and Moody's-adjusted EBITA/interest expense remains above 2x on a sustained basis. The rating could come under pressure if industry fundamentals become less favourable and NextPharma's operating performance deteriorates, leading to significant margin deterioration; the company's Moody's-adjusted leverage increases above 6.5x; its Moody's-adjusted FCF is consistently negative or the liquidity weakens; or its Moody's-adjusted EBITA/interest expense decreases towards 1x. STRUCTURAL CONSIDERATIONS The B3-PD probability of default rating, in line with the CFR, reflects Moody's assumptions of a 50% family recovery rate, typical for covenant-lite secured loan structures. The B3 rating of the EUR350 million Term Loan B and the EUR100 million RCF reflects their pari passu ranking, with upstream guarantees from significant subsidiaries of the NextPharma group that account for at least 80% of the group's EBITDA. The security package consists of share pledges, intragroup receivables and significant bank accounts. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. 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 the UK, NextPharma provides contract manufacturing, product development, and clinical trial services to biotechnology and pharmaceutical companies worldwide. The company operates 10 manufacturing sites in Germany, France, Finland, Scotland and Norway. Its core business is developing and manufacturing prescription drugs in a wide range of dosage forms. The company generated revenue of EUR385 million and company-adjusted EBITDA of EUR58 million during 2025 pro forma for the recent divestment of the logistics business. NextPharma has been owned by the private equity company CapVest since 2017. HPL PROTOTYPES: RSM UK Appointed as Administrators -------------------------------------------------- HPL Prototypes Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court Number CR-2026-001530, and Tyrone Courtman (IP No. 7237) and Gareth Harris (IP No. 14412) of RSM UK Restructuring Advisory LLP were appointed as administrators on March 3, 2026. HPL Prototypes engages in the manufacture of bodies (coachwork) for motor vehicles (except caravans). The company's registered office and principal trading address is at 1 Windmill Industrial Estate, Birmingham Road, Allesley, Coventry, CV5 9QE. The Administrators can be reached at: Tyrone Courtman (IP No. 7237) RSM UK Restructuring Advisory LLP Rivermead House, 7 Lewis Court Grove Park, Enderby, Leicester, LE19 1SD Tel: 0116 282 0550 Gareth Harris (IP No. 14412) RSM UK Restructuring Advisory LLP Central Square, 5th Floor, 29 Wellington Street, Leeds, LS1 4DL Tel: 0113 285 5000 Correspondence address & contact details of case manager: Helen Robinson RSM UK Restructuring Advisory LLP Rivermead House, 7 Lewis Court, Grove Park, Enderby, Leicestershire, LE19 1SD E-mail: restructuring.eastmidlands@rsmuk.com Tel: 0116 282 0550 HX HOLD CO: Fitch Lowers Sr. Secured Notes Rating to 'CCC+' ----------------------------------------------------------- Fitch Ratings has downgraded European premium expedition cruise operator HX Hold Co Ltd's (HX) senior secured notes (SSN) rating to 'CCC+' from 'B-' and revised its Recovery Rating to 'RR3' from 'RR2'. Fitch has also affirmed HX's Long-Term Issuer Default Rating (IDR) at 'CCC' and its EUR100 million junior SSN rating at 'CCC' with 'RR4'. The downgrade follows the placement of a new EUR50 million super senior cash management facility, which shares the same security with the senior SSNs, on a super senior basis. The facility is for restricted use on travel guarantees and supplier beneficiary accounts for cash collateral and matures on 30 June 2027. The IDR reflects significant risks related to the execution of HX's business turnaround strategy and its ability to achieve positive EBITDA, stabilise liquidity and deleverage by 2028. Delays in EBITDA recovery against its rating case could pressure liquidity and lead to a deterioration of HX's credit profile. Key Rating Drivers Tight Liquidity: HX's liquidity headroom is tight, as Fitch projects negative free cash flow (FCF) over 2025-2027. The company's ability to execute a timely business turnaround, with mildly positive EBITDA and neutral FCF by end-2027, is vital to restoring its credit metrics and securing medium-term refinancing. HX's new EUR50 million super senior cash management facility replaces the previous bank guarantee facility. Fitch views this as a technical arrangement to support temporarily increased cash collateral requirement from credit providers. Fitch expects the cash collateral requirement to reduce once there is sufficient evidence of business turnaround. Its rating case projects that it will be repaid at maturity in June 2027. High Execution Risks: HX faces significant execution risks in its business turnaround. This involves brand repositioning to ensure a more distinctive high-end expedition cruise proposition, optimisation of its pricing strategy to reduce discounts, distribution enhancements through an improved commission model with travel agents, further penetration of the US market and realising cost efficiencies. Fitch believes implementation of these initiatives will be challenging but achievable. Fitch sees the greatest strategy execution risks in improving passenger numbers and pricing for HX's largest vessels, which have materially greater capacity than those of competitors. Fitch believes closing the yield gap may be difficult in view of these structural differences. EBITDA to Turn Positive: HX generated a negative EBITDA (Fitch-defined EBITDA, deducting Spitsbergen lease expense) of EUR54 million in 2025 as it implemented an operational overhaul. However, Fitch sees potential for EBITDA to turn neutral from 2026 and mildly positive in 2027, underlined by its strategic initiatives to drive higher occupancy and commercial yield. These metrics and resulting revenue growth are crucial for improving HX's profitability as cruise operators have high operational leverage and their profits are highly dependent on passenger volumes and pricing. Its rating case assumes revenue CAGR of 15% to end-2028, leading to a 14% EBITDA margin in 2028. Heavily Leveraged Capital Structure: HX's capital structure is heavily leveraged, and Fitch considers this to be a major outlier in the sector and compared with rated cruise operators. Its rating case projects that HX will only be able to reduce its leverage to below 8.5x by 2028 despite recent debt restructuring and its assumption of EBITDA growth. This long path to more sustainable leverage presents a significant challenge to HX's financial flexibility and constrains the rating at 'CCC'. Niche Market Position: HX operates in a niche market of luxury expedition cruises, strategically targeting affluent adventure travelers, mostly aged 55 and older. This growing target demographic has more resilient finances and spending profiles and strongly favour luxury cruises, which should support HX's revenue growth over the medium term. Peer Analysis HX is rated well below cruise operators Carnival Corporation (BBB-/Stable) and TUI Cruises GmbH (BB/Stable) in view of its weak business profile, high business turnaround execution risks and constrained financial flexibility, with uncertain FCF generation. Unlike HX, for which Fitch expects EBITDA to trend neutral from 2026, all major cruise operators, including Carnival and TUI Cruises, have had rapid post-pandemic recovery with occupancies back to optimal levels and solid demand enabling margins close to their historical levels. This has supported their deleveraging and improvement in credit profiles over the past three years. Fitch’s Key Rating-Case Assumptions - Revenue CAGR of 15% over the next four years, driven by commercial yield improvements and gradual increase in occupancies to 78% in 2028 from 66% in 2024 - EBITDA margin at 14% by 2028 - Annual capex between EUR8 million and EUR15 million for 2026-2029 - Double-digit cash inflows under working capital as revenue grows - No dividends Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (b, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (b-, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (ccc-, Higher), Financial Structure (ccc-, Moderate), and Financial Flexibility (ccc, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 33% for the forecast year 2025, 33% for the forecast year 2026 and 34% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'ccc'. Recovery Analysis The recovery analysis assumes that HX would be liquidated in a bankruptcy rather than restructured on a going-concern basis due to the asset-heavy nature of its business. In addition, the company is generating negative EBITDA, and Fitch does not expect a meaningful business turnaround until 2028. Fitch has applied a 50% advance rate to the mid-point valuation of vessels, which was performed by a third party as of December 2025. The 50% advance rate is customary and in line with other asset-heavy peers. Fitch has assumed a customary 10% administrative claim on the resulting liquidation value. The allocation of the value towards the debt waterfall according to the application of proceeds from the enforcement of the security package for each lender group under the intercreditor agreement results in recoveries in the 'RR3' band for EUR258 million SSN, ranking after the new EUR50 million super senior cash management facility, corresponding to a 'CCC+ ' instrument rating, and recoveries in the 'RR4' band for EUR100 million junior SSN, corresponding to a 'CCC' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaker-than-expected business turnaround, and consistent cash burn leading to a tightening liquidity headroom or a funding gap - Limited visibility of EBITDAR fixed charge coverage trending towards 1x by end-2027 Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Business turnaround, demonstrated by consistent improvements in occupancy and yield and EBITDA margin increasing above 10% - EBITDAR leverage declining below 7.5x - EBITDAR fixed charge coverage above 1x - FCF trending towards neutral to positive Liquidity and Debt Structure As of end-2025, HX had cash and cash equivalents of EUR53.5 million, including EUR29.6 million restricted cash backing up bank guarantees and payroll. Fitch projects HX's cash position to increase by end-2026 as EBITDA ramps up while the company uses the new EUR50 million super senior cash management facility to meet the temporary increased cash collateral requirement from banks. Fitch believes achieving neutral EBITDA in 2026 and break-even FCF in 2027 are essential to avoiding a liquidity crisis. The super senior facility will mature in June 2027 while the senior and junior SSNs are due in 2030. Issuer Profile HX is an expedition cruise operator. Its cruises are operated by five vessels, of which three are owned, one is under financial lease and one is operated under a charter agreement. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for HX. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- HX Hold Co Ltd LT IDR CCC Affirmed CCC senior secured LT CCC+ Downgrade RR3 B- Senior Secured 2nd Lien LT CCC Affirmed RR4 CCC KASL PRECISION: KBL, Azets Named as Administrators -------------------------------------------------- Kasl Precision Machining Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001333, and Steve Kenny (IP No. 24030) of KBL Advisory Limited and Jonathan Mark Amor (IP No. 017770) of Azets Holdings Limited were appointed as administrators on March 2, 2026. Trading as KASL Precision Machining, Kasl Precision engages in other engineering activities. The company's registered office will be changed to c/o KBL Advisory Limited, Building 5, Carrwood Business Park, Selby Road, Leeds, LS15 4LG. It is currently Commerce Way, Rainton Bridge Industrial Estate, Houghton Le Spring, Tyne & Wear, DH4 5PP, The company's principal trading address is at Commerce Way, Rainton Bridge Industrial Estate, Houghton Le Spring, Tyne & Wear, DH4 5PP. The Administrators can be reached at: Steve Kenny (IP No. 24030) KBL Advisory Limited Building 5, Carrwood Business Park Selby Road, Leeds, LS15 4LG Jonathan Mark Amor (IP No. 017770) Azets Holdings Limited 12 King Street, Leeds, LS1 2HL For further details, contact: Melissa Smithers Tel: 0113 547 2408 Email: melissa.smithers@kbl-advisory.com LEAF CREATIVE: Acquired by Blue Diamond Out of Administration ------------------------------------------------------------- A well-known Cotswold garden centre has secured its future and safeguarded 29 jobs after a sale was completed shortly after the business entered administration. Brett Barton and David Meldrum of bk plus Limited were appointed Joint Administrators of Leaf Creative Design Limited on Friday, February 27, 2026. Immediately following their appointment, and after a focused marketing and negotiation process, the business and its assets were sold to Blue Diamond, the UK's largest garden centre group by turnover. The company reports annual revenues of more than GBP400 million and operates 53 garden centres nationwide. The transaction ensures the continuation of the business and provides stability for employees, customers and suppliers while allowing the site to move forward under new ownership. Leaf Creative had established itself as a recognised destination garden centre in the Cotswolds, known for its premium retail offering, distinctive product range and strong local customer base. While the wider UK retail sector continues to face challenging trading conditions, the strength of the brand and the loyalty of its customers made the business an attractive opportunity for a national operator. Blue Diamond recognised the potential of the site and plans to invest in the garden centre while working alongside the existing team. With the backing of the group, the business is well positioned to build on the foundations already in place and further develop its offering for the local community. Brett Barton, Insolvency Partner at bk plus, said "We are delighted to have completed this sale, which not only secures the future of 29 employees but also places the business in the hands of a highly respected national operator. Blue Diamond's interest underlines the quality of Leaf Creative and its strong prospects for the future." The sale allows the garden centre to continue trading with the support of an established national group while maintaining its presence within the Cotswolds retail landscape. The Joint Administrators were advised by HCR Legal LLP and AMS, while the purchaser was advised by HCB Solicitors. NATIONAL PARK: Placed in Administration, 700 Jobs May be Affected ----------------------------------------------------------------- National Car Parks Limited, one of the UK's largest private parking operators, was placed into administration on March 16, 2026, with PwC partners Zelf Hussain, Rachael Wilkinson and Mark Banfield appointed as joint administrators, marking a significant restructuring event for a business long considered a stable fixture of the UK's urban infrastructure. The appointment follows a sustained period of financial underperformance driven by structural changes in consumer behaviour, including reduced commuter volumes and evolving patterns in city centre usage. Despite its extensive national footprint across transport hubs, healthcare facilities, and urban centres, the company has struggled to restore demand to pre-pandemic levels, eroding revenue across key sites. National Car Parks, founded in 1931, operates hundreds of locations across the UK and has historically relied on a high-volume, fixed-cost model underpinned by long-term lease arrangements. That model came under increasing strain as hybrid working patterns reduced weekday parking demand and as broader shifts toward e-commerce dampened foot traffic in retail-heavy locations. Compounding these pressures, the business faced rising operating costs, including energy, maintenance, and labour, alongside inflation-linked rent obligations embedded in its lease portfolio. The company's estate is understood to include a significant number of long-duration, inflexible leases, limiting its ability to rationalize underperforming sites or align its cost base with reduced utilization. The resulting mismatch between revenue and fixed obligations contributed to ongoing trading losses and liquidity constraints. With limited ability to exit loss-making locations or renegotiate lease terms at scale, the company ultimately exhausted its available cash resources and was unable to meet creditor obligations as they fell due. The administrators are now undertaking an accelerated review of the business with a view to preserving value for creditors. Trading continues across all sites, with employees remaining in place while restructuring options are assessed. A sale of all or part of the business is being actively explored, alongside engagement with key stakeholders including landlords and workforce representatives. Nearly 700 jobs are at risk. PAGAZZI LIGHTING: BTG Begbies Appointed as Administrator -------------------------------------------------------- Pagazzi Lighting (Concessions) Limited was placed into administration and Kevin Mapstone (IP No. 25750) of BTG Begbies Traynor (Central) LLP was appointed as administrator on February 26, 2026. Pagazzi Lighting (Concessions) is a lighting and furniture retail. The company's registered office is at Unit 10, Block 8, Spiersbridge Terrace, Glasgow, G46 8JH. The company's principal trading address is at Unit 24, Lakeside Village Outlet Shopping, White Rose Way, Doncaster, DN4 5PH; Vivary Way, Colne, Lancashire, BB8 9NW; Poplar Way, Catcliffe, Rotherham, Nr Sheffield, S60 5TR; Park Lane, Shiremoor, Newcastle-upon-Tyne, NE27 0BS. The Administrator can be reached at: Kevin Mapstone (IP No. 25750) BTG Begbies Traynor (Central) LLP 2 Bothwell Street Glasgow, G2 6LU Further details contact: Tel: 0141 222 2230 E-mail: glasgow@btguk.com Alternative contact: Stanley Smith Tel: 0141 222 2230 Email: stanley.smith@btguk.com PREMISERV LTD: Ideal Corporate Appointed as Administrator --------------------------------------------------------- Premiserv Ltd was placed into administration in the Business and Property Courts in Manchester, No 000344 of 2026, and Andrew David Rosler (IP No. 9151) of Ideal Corporate Solutions Limited was appointed as administrator on February 24, 2026. Premiserv engages in combined facilities support activities. The company's registered office and principal trading address is at 386-388 Palatine Road, Manchester, M22 4FZ. The Administrator can be reached at: Andrew David Rosler (IP No. 9151) Ideal Corporate Solutions Limited Lancaster House 171 Chorley New Road Bolton, BL1 4QZ For further details, contact: Lee Counsill Ideal Corporate Solutions Limited Lancaster House 171 Chorley New Road Bolton, BL1 4QZ Tel: 01204663000 Email: lee.counsill@idealcs.co.uk WOODMANSEY FARMING: RSM UK Appointed as Joint Administrators ------------------------------------------------------------ Woodmansey Farming Company Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Court Number CR-2026-001228, and David Shambrook (IP No. 22290), Stephanie Sutton (IP No. 29710) and Gordon Thomson (IP No. 24974) of RSM UK Restructuring Advisory LLP were appointed as Joint Administrators on February 26, 2026. Woodmansey Farming Company engages in mixed farming. The company's registered office and principal trading address is at Office 71, The Colchester Centre, Hawkins Road, Colchester, CO2 8JX. The Joint Administrators can be reached at: David Shambrook (IP No. 22290) Stephanie Sutton (IP No. 29710) Gordon Thomson (IP No. 24974) RSM UK Restructuring Advisory LLP 25 Farringdon Street London, EC4A 4AB Tel: 020 3201 8000 Correspondence address & contact details of case manager: Waqaar Raja RSM UK Restructuring Advisory LLP 25 Farringdon Street, London, EC4A 4AB Tel:020 3889 5939 ********* 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *