260410.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Friday, April 10, 2026, Vol. 27, No. 72
Headlines
F R A N C E
VIRIDIEN SA: S&P Upgrades Long-Term ICR to 'B', Outlook Stable
G E R M A N Y
SONO GROUP: Liabilities Exceed Assets by EUR107,000 at April 1
I R E L A N D
HAYFIN EMERALD I: Moody's Cuts Rating on EUR10.9MM F Notes to Caa1
RRE 12 LOAN: Fitch Hikes Rating on Class D-R Debt to 'BBsf'
I T A L Y
BFF BANK: DBRS Cuts LongTerm Issuer Rating to BB(low)
BFF BANK: Moody's Cuts Issuer & Sr. Unsecured Debt Ratings to Ba3
FIBERCOP SPA: Moody's Rates New Senior Secured EUR Notes 'Ba1'
L U X E M B O U R G
MILLICOM INT'L: Moody's Rates USD75MM Add-on Sr. Unsec. Notes 'Ba3'
MONITCHEM HOLDCO: S&P Lowers LT ICR to 'B-', Outlook Stable
M O L D O V A
MOLDOVA: Moody's Ups Issuer Ratings to B2, Outlook Remains Stable
N E T H E R L A N D S
MAXEDA DIY: Moody's Upgrades CFR to B3, Alters Outlook to Stable
R O M A N I A
GARANTI BANK: Fitch Puts 'BB' Long-Term IDR on Watch Positive
S P A I N
LURA FUNDING: DBRS Finalizes CCC Rating on Class H Notes
S W I T Z E R L A N D
ARCHROMA HOLDINGS: Moody's Confirms B3 CFR, Alters Outlook to Neg.
U N I T E D K I N G D O M
CASTELL 2026-1: DBRS Finalizes B(low) Rating on Cl. F Notes
ELSTREE 2026-1: S&P Assigns BB (sf) Rating to Class X Notes
HH NO.1: PwCoopers Appointed as Joint Administrators
MITCHELLS & BUTLERS: S&P Affirms 'B+ (sf)' Rating on 2 Note Classes
PAVILLION MORTGAGES 2026-1: DBRS Gives (P)BB Rating to Cl. F Notes
TOGETHER ASSET 2026-1ST1: DBRS Finalizes B(low) Rating on X2 Notes
VUE ENTERTAINMENT: Moody's Ups CFR to Caa1, "LD" Appended to PDR
X X X X X X X X
[] BOOK REVIEW: Transnational Mergers and Acquisitions
- - - - -
===========
F R A N C E
===========
VIRIDIEN SA: S&P Upgrades Long-Term ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
France-Based seismic services company Viridien S.A. (Viridien) to
'B' from 'B-' and raised its issue rating on the new senior secured
notes to 'B+'. The recovery rating on the senior secured notes
remains unchanged at '2' with recovery prospects unchanged at 75%.
The stable outlook reflects S&P's view that Viridien's operating
performance will remain stable, translating into a FOCF before
lease payments of $100 million-$150 million per year. The company
will also dedicate a portion of its FOCF toward reducing debt,
translating into S&P Global Ratings-adjusted FFO to debt
approaching 20% and debt to EBITDA toward 3.0x.
Viridien has built a track record of more conservative leverage
credit metrics over the last couple of years, translating into an
S&P Global Ratings-adjusted debt to EBITDA at 3.9x from 4.9x in
2024.
S&P said, "Under our revised base case, we anticipate that the
company will generate free operating cash flow (FOCF) before lease
payments of $100 million-$150 million on average per year in
2026-2027 ($130 million in 2025). A portion of this will be
dedicated to debt repayment through repurchases above par of the
current bonds as seen by the documentation and its cancellation.
Therefore, we continue to anticipate that the company's funds from
operations (FFO) to debt will be 15%-20% over 2026-2027 up from
11.5% in 2025.
"We expect Viridien will show a more conservative leverage through
the cycle thanks to decreased debt in absolute terms and solid
execution on its operations. Viridien's 2025 performance was in
line with our expectations, despite somewhat softer market
conditions than we anticipated. S&P Global Ratings-adjusted
leverage was 3.9x in 2025, improving from 4.9x in 2024. We continue
to anticipate that the company's adjusted metrics will remain
defensive, translating into an S&P Global Ratings' FFO to debt of
15%-20% in 2026-2027, up from 11.5% in 2025. We think that the
company built a positive track record of more stable performance
over the past couple of years among a volatile market environment
benefiting from the end of the costly Shearwater contract in 2025,
and a focus on cost control and higher value projects. Under our
revised base case, we think that Viridien's reported EBITDA will
reach about $500 million annually on average for 2026-2027 ($457 in
2025 and $508 million in 2024) on the back of solid project
execution, positive momentum on demand for seismic data globally, a
focus on cost control, and despite some volatility inherent to the
seismic industry and factoring in the timing of projects. This
translates into an S&P Global Ratings-adjusted EBITDA of $250
million-$300 million in 2026-2027. In our adjusted EBITDA we factor
in the sizable, capitalized development costs of about $250 million
per year in investments needed for its multiclient surveys ($185
million in 2025 and $268 million in 2024).
"We anticipate material FOCF generation allowing for gross debt
reduction in line with the company's financial policies. We
anticipate that Viridien will continue to post at least $100
million FOCF annually before lease payments. The company will
partly use the FOCF to repurchase some of its bonds in line with
its financial policies and as permitted under its documentation (up
to 2027 included it is possible to redeem up to 10% of the nominal
amount per year to 103% of its value). For example, in March 2026
it redeemed about $40 million of its U.S. dollar-denominated bond.
Under our new base case, we therefore anticipate that the company's
gross adjusted debt will reduce by about $60 million in 2026
reaching $940 million by year-end, down from $1,070 million at
end-2025 ($1,225 million in 2024). The company generated about $130
million FOCF in 2025 and used it to redeem about $97 million of its
U.S. dollar- and euro-denominated bonds in total and repay its $28
million asset-backed facility. This should be achieved despite
increasing reported capital expenditure (capex) related to the
company's project pipeline of $250 million-$275 million (from $207
million in 2025).
"The recent war in Middle East would likely have a limited impact
on Viridien, assuming that the war is contained in a short time
frame. We do not anticipate that the Middle East war should have a
material direct impact on the company's operations. At the same
time, visibility remains low. As situations evolve, we will gauge
the macro and credit materiality of potential shifts and reassess
our guidance accordingly. We estimate that about 5%-10% of
Viridien's revenue was generated in the Middle East. That said, we
understand that no projects have been cancelled yet. We think that
the company's geographical diversity and its focus on basins
located in the Gulf of Mexico (about 25% of 2025 revenue), Brazil
(about 7%), and the North Sea (about 20%) are mitigants against the
turbulence in the Middle East. We think that accelerating field
depletion and reserve replacement needs in the long run will
underpin the company's performance. However, the company will
continue to be almost exclusively exposed to the cyclical oil and
gas industry. Viridien aims to extend its operations in other
sectors through increasing its presence in low carbon businesses
outside the oil and gas industry. However, we anticipate this to
account for less than 10% of its revenue in the next few years.
"The stable outlook reflects our view that Viridien's operating
performance will remain stable, translating into an FOCF before
lease payments in the $100 million-$150 million per year. The
company will also dedicate a portion of its FOCF toward reducing
debt, translating into an S&P Global Ratings-adjusted FFO to debt
approaching 20% and debt to EBITDA toward 3.0x.
"We would see rating pressure over the next 12 months if Viridien's
adjusted leverage increased toward 4.0x or above without the
prospect of rapid improvement, or if its S&P Global
Ratings-adjusted FFO to debt approached and remained at about 12%.
This scenario could materialize in the case of an unexpected
adverse market environment affecting the company's performance
beyond the Middle East, major operational issues, or the company's
inability to generate FOCF and allocate it toward gross debt
reduction.
"We see rating upside as remote in the next 12 months. We could
consider a positive rating action if we thought that the company
managed to sustainably improve credit measures such that both
adjusted debt to EBITDA declined materially below 3.0x and FFO to
debt trended toward 30% through the cycle. Supportive factors could
include further sizable gross debt reduction, a track record of
EBITDA well above $500 million, along with continued favorable
market conditions."
=============
G E R M A N Y
=============
SONO GROUP: Liabilities Exceed Assets by EUR107,000 at April 1
--------------------------------------------------------------
Sono Group N.V.'s stockholder's deficit was EUR107,000 at April 1,
2026. The stockholder's deficit was EUR22.7 million at April 1,
2025.
At April 1, 2026, the Company had total assets of EUR1.4 million
and total liabilities of EUR1.5 million. At April 1, 2025, the
Company had total assets of EUR3.1 million and total liabilities of
EUR25.7 million. As of Dec. 31, 2025, the Company's cash was
EUR206,000, compared to EUR1,354,000 as of Dec. 31, 2024. Cash
consists of cash in bank accounts.
The Company said, "We have not generated material revenue from
operations and we continue to incur operating expenses related to
our holding company overhead and public company compliance costs.
Following the adoption of the Treasury Strategy and the cessation
of funding to the Subsidiary (Sono Motors GmbH) in the first
quarter of 2026, our liquidity position is principally dependent on
the performance of our digital asset holdings and the cash flows
generated through the Treasury Strategy, supplemented as necessary
by external financing, including equity and equity-linked
financings and debt instruments."
"Historically, we have financed our operations through:
- Equity and equity-linked financings, including our IPO in
November 2021, a follow-on offering in May 2022 and a committed
equity facility entered into in June 2022.
- The 2022 Debentures issued to Yorkville pursuant to the
securities purchase agreement in December 2022 and subsequent
issuances in 2024 and 2025."
The Company has incurred recurring operating losses and negative
cash flows from operations since inception, primarily attributable
to the operations of its solar technology subsidiary, Sono Motors
GmbH. For the year ended Dec. 31, 2025, the Company recorded a net
operating loss of EUR7.7 million and negative operating cash flows
of EUR7.3 million, and as of Dec. 31, 2025 had an accumulated
deficit of EUR317.4 million.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company said.
Treasury Strategy
Subsequent to Dec. 31, 2025, the Company established a digital
asset treasury strategy and digital asset treasury policy. Under
the Treasury Strategy, the principal holding in the Company's
treasury reserve on its balance sheet will be allocated to digital
assets, principally Bitcoin, by applying a covered-call yield
strategy.
In connection with the Treasury Strategy, on March 10, 2026, the
Company entered into an International Swaps and Derivatives
Association, Inc. 2002 ISDA Master Agreement, dated as of March 10,
2026, with Blockchain.com (BVI) II Limited, a business company
incorporated under the laws of the British Virgin Islands,
facilitating the Company to enter into derivative or hedging
transactions to manage the risk associated with the Treasury
Strategy. The derivative and hedging transactions will be governed
by the ISDA Master Agreement, including the related Schedule to the
ISDA Master Agreement executed by the Company and Blockchain.com on
March 10, 2026. The structure of the Transactions may include
forwards, swaps, futures, options or other derivatives transactions
in respect of digital assets. Certain events of default will apply
to the Transactions under the ISDA Master Agreement and Schedule,
including, but not limited to, failure to pay or deliver, breach of
the agreement, credit support default, cross-defaults and
misrepresentation.
In addition, in connection with the ISDA Master Agreement, the
Company and Blockchain.com entered into a Credit Support Annex to
the Schedule to the ISDA Master Agreement, dated as of March 10,
2026, which sets forth the terms and conditions upon which the
Company will be required to deliver additional collateral to
Blockchain.com (and Blockchain.com will be required to return
collateral to the Company) depending upon the mark to market
exposure under the ISDA Master Agreement and the value of the
collateral. The ISDA Master Agreement, the Schedule and the Credit
Support Annex are governed by the laws of England and Wales.
The Company may use available liquidity, including proceeds from
previous financing arrangements, to purchase Bitcoin and other
digital assets, subject to applicable law and public disclosure
requirements. The Company intends to solicit the ratification by
its shareholders of the engagement by the Company in the Treasury
Strategy.
Exit from Legacy Solar Operations
On March 14, 2026, the Company's supervisory board resolved to
terminate all current and future funding commitments to the
subsidiary and to exit the legacy solar operations conducted
through Sono Motors GmbH, with immediate effect. The decision was
driven by Sono Motors' historical lack of profitability, which has
resulted in the Company having to continuously provide funding to
the Subsidiary, and thus incur losses, and a determination by the
supervisory board that there was not a clear path for the
Subsidiary to achieve profitability in a reasonably desirable
timeframe and thus, avoid future losses by the Company. This
decision was made in conjunction with the decision to adopt the
Treasury Strategy, which is projected to generate cash flow for the
Company in the first year of its execution. The Company is also
exploring other strategic alternatives to maximize shareholder
value.
The Company is currently unable to make a good faith estimate of
the total costs and charges, if any, that may be incurred in
connection with the cessation of funding to the Subsidiary and the
exit from the Company's legacy solar business. The determination of
any such costs is subject to significant uncertainties, including,
among other things, the timing, scope and manner of any actions
undertaken with respect to the Subsidiary following the cessation
of funding, as well as the extent of any obligations of the Company
in connection therewith. Potential costs, if any, may include
legal, advisory and other professional fees and expenses associated
with activities relating to the Subsidiary. Any such costs and
expenditures, if incurred, are expected to be reduced by cash flow
to the Company from the Treasury Strategy.
In March 2026, the Company raised gross proceeds of approximately
US$5.0 million, consisting of a US$3.0 million convertible
debenture and a pre-funded warrant issued in a private placement
for aggregate proceeds of approximately US$2.0 million. The legacy
solar operations exit is expected to materially reduce the
Company's ongoing cash outflows.
"Management believes these actions, taken together, may provide
sufficient resources to fund our streamlined operating plan for at
least twelve months from the date the financial statements are
issued. However, our ability to maintain adequate liquidity remains
subject to significant uncertainties, including the price
volatility and liquidity characteristics of digital assets, the
potential collateral requirements under our Treasury Strategy, the
timing and costs associated with exiting our legacy solar
operations, which we are currently unable to estimate, and the
maturity of our outstanding convertible debenture in March 2027."
A full-text copy of the Form 10-K is available at
https://tinyurl.com/muutxara
About Sono Group N.V.
Prior to 2026, Munich, Germany-based Sono Group N.V. (NASDAQ: SSM)
was a technology company focused on the development and
commercialization of solar integration solutions for commercial
vehicles. Subsequent to Dec. 31, 2025, the Company initiated an
exit from its legacy solar operations to focus on digital assets.
=============
I R E L A N D
=============
HAYFIN EMERALD I: Moody's Cuts Rating on EUR10.9MM F Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following notes
issued by Hayfin Emerald CLO I DAC:
EUR10,900,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Downgraded to Caa1 (sf); previously on Sep 18, 2025
Affirmed B3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR247,250,000 (Current outstanding amount EUR239,184,845) Class A
Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf);
previously on Sep 18, 2025 Affirmed Aaa (sf)
EUR29,750,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Affirmed Aa1 (sf); previously on Sep 18, 2025 Upgraded to Aa1
(sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Affirmed Aa1 (sf); previously on Sep 18, 2025 Upgraded to Aa1 (sf)
EU 25,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed A1 (sf); previously on Sep 18, 2025
Upgraded to A1 (sf)
EUR28,400,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Sep 18, 2025
Affirmed Baa3 (sf)
EUR21,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Sep 18, 2025
Affirmed Ba3 (sf)
Hayfin Emerald CLO I DAC, originally issued in September 2018 and
later refinanced in March 2021, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Hayfin Emerald
Management LLP. The transaction's reinvestment period ended in
September 2025.
RATINGS RATIONALE
The rating downgrade on the Class F notes is primarily a result of
the deterioration in over-collateralisation ratios and the
deterioration of the key credit metrics of the underlying pool
since the last rating action in September 2025.
The affirmations on the ratings on the Class A, Class B-1, Class
B-2, Class C, Class D and Class E notes are primarily a result of
the expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
The over-collateralisation ratios of the Class F notes have
deteriorated since the rating action in September 2025. According
to the trustee report dated February 2026[1] the Class F OC ratio
is reported at 105.40%, compared to the August 2025[2] level of
106.09%, respectively. In addition, certain key performance metrics
such as the WARF, WARR and WAS have weakened when compared to the
last rating action taken in September 2025.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR390.4m
Defaulted Securities: EUR3.9m
Diversity Score: 48
Weighted Average Rating Factor (WARF): 3055
Weighted Average Life (WAL): 3.8 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.56%
Weighted Average Coupon (WAC): 2.92%
Weighted Average Recovery Rate (WARR): 42.96%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Moody's notes that the March 2026[3] trustee report was published
at the time Moody's were completing Moody's analysis of the
February 2026[2] data. Key portfolio metrics such as WARF,
diversity score, weighted average spread and life, and OC ratios
exhibit little or no change between these dates.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in October 2025.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
RRE 12 LOAN: Fitch Hikes Rating on Class D-R Debt to 'BBsf'
-----------------------------------------------------------
Fitch Ratings has upgraded RRE 12 Loan Management DAC class C-1-R
to 'BBB+sf' from 'BBBsf' and class D-R to 'BBsf' from 'BB-sf'.
Fitch has affirmed the remaining classes' ratings, as detailed
below.
Entity/Debt Rating Prior
----------- ------ -----
RRE 12 Loan
Management DAC
A-1 XS2480045256 LT AAAsf Affirmed AAAsf
A-2A XS2480045843 LT AA+sf Affirmed AA+sf
A-2B XS2480046577 LT AA+sf Affirmed AA+sf
B-R XS2835787396 LT Asf Affirmed Asf
C-1-R XS2835803003 LT BBB+sf Upgrade BBBsf
C-2-R XS2835876900 LT BBB-sf Affirmed BBB-sf
D-R XS2835877387 LT BBsf Upgrade BB-sf
Transaction Summary
RRE 12 Loan Management DAC is a securitization of mainly senior
secured obligations (at least 92.5%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio is actively managed by Redding Ridge Asset Management
(UK) LLP. The collateralised loan obligation (CLO) will exit its
reinvestment period in July 2027.
KEY RATING DRIVERS
Good Asset Performance Drives Upgrades: The transaction was passing
all its collateral quality tests, coverage tests and portfolio
profile tests according to the latest trustee report dated 28
February 2026. Exposure to assets with a Fitch-derived rating of
'CCC+' and below, as reported by the trustee, is 2.5%, within the
transaction's 7.5% limit. The portfolio has no defaults. The
transaction is 0.3% above par. The strong performance supports the
upgrade and affirmation of the notes. The large default rate
cushion supports the Stable Outlooks on all rated notes.
Limited Refinancing Risk: The transaction has limited near- and
medium-term refinancing risk with no portfolio assets maturing in
2026, as calculated by Fitch.
'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' category. The Fitch weighted average
rating factor of the current portfolio is 23, as calculated by
Fitch.
High Recovery Expectations: According to the latest trustee report,
98.1% of the current portfolio comprises senior secured
obligations, above the minimum limit of 92.5%. 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 current portfolio, as calculated by
Fitch, is 62%.
Diversified Asset Portfolio: The current portfolio is well
diversified across obligors, countries and industries. The top 10
obligor concentration, as calculated by Fitch, is 15.9%, and no
obligor represents more than 2.3% of the portfolio balance,
according to Fitch calculations. Fixed-rate assets, as reported by
the trustee, are at 8.6%, against a limit of 10%.
Transaction within Reinvestment Period: The transaction is still in
its reinvestment period. Given the manager's ability to reinvest,
Fitch's upgrade analysis is based on a stressed portfolio, in which
the transaction covenants were stressed to their limits and the
ratings of the notes were tested based on the collateral quality
test matrices set out in the transaction documentation. For the
stressed portfolio analysis, Fitch modelled a weighted average life
of 5.5 years, in line with the current weighted average life test
covenant of the transaction.
Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades based on the current portfolio may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for RRE 12 Loan
Management DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
=========
I T A L Y
=========
BFF BANK: DBRS Cuts LongTerm Issuer Rating to BB(low)
-----------------------------------------------------
DBRS Ratings GmbH (Morningstar DBRS) downgraded its credit ratings
on BFF Bank S.p.A. (BFF or the Bank) including the Long-Term Issuer
Rating to BB (low) from BB. In addition, Morningstar DBRS
downgraded its credit rating on the Bank's Long-Term Deposits to BB
from BB (high), one notch above the Bank's Intrinsic Assessment
(IA), reflecting the legal framework in place in Italy, which has
full depositor preference in bank insolvency and resolution
proceedings. Morningstar DBRS also placed BFF's long-term credit
ratings Under Review with Negative Implications, including the
Long-Term Issuer Rating of BB (low). Finally, Morningstar DBRS
lowered the Bank's IA to BB (low) from BB and confirmed its Support
Assessment at SA3, meaning that timely systemic support is not
expected. A full list of credit rating actions is included at the
end of this press release.
KEY CREDIT RATING CONSIDERATIONS
The downgrade of BFF's credit ratings reflects heightened concerns
regarding the likely erosion of capital stemming from the Bank of
Italy (BOI)'s additional supervisory findings disclosed by the Bank
on 29 March 2026 as part of BOI's ongoing inspection. The latest
findings relate to the prudential classification of credit
exposures in the Bank's factoring and lending businesses, somewhat
similar in nature to issues identified in April 2024. According to
BFF's preliminary estimates, under a severe scenario, the Bank
would continue to comply with its CET1 minimum requirement of 9.7%.
However, according to Morningstar DBRS' estimates, this scenario
could result in a breach of the total capital ratio (TCR)
requirement of 13.2%. Supervisory observations also extend to
historical accounting practices, including potential errors in cash
allocations for ancillary credit rights in the factoring business
between 2015 and 2025. In addition, BFF may be required to increase
provisions related to around EUR 400 million of Italian
public-sector receivables subject to negative court rulings, above
the approximately EUR 70 million amount already recognised.
In response to identified weaknesses in operational, accounting,
and internal control frameworks within factoring and credit
management, BOI has appointed two temporary commissioners to
support BFF's Board of Directors (BOD) in accelerating remediation
efforts, which had already been initiated by the Bank, while
leaving governance and decision-making authority unchanged. These
developments add to existing pressures following February 2026
announcements on reduced profitability targets, management changes,
and an ongoing preliminary investigation by Italian prosecutors
into alleged false accounting, as reported by media.
The BB (low) IA of BFF continues to incorporate its leading
position in the niche sector of management and nonrecourse
factoring of trade receivables due from European public
administrations (PA) and national healthcare systems (NHS), as well
as its geographic and business diversification, business focus on
the typically low-risk public sector, and adequate liquidity
buffers at this stage. These considerations partially mitigate the
mostly wholesale, albeit operational, nature of BFF's funding
structure and the high, albeit reduced, concentration risk arising
from its sizeable exposure to Italian sovereign bonds.
The Under Review With Negative Implications status reflects
Morningstar DBRS' view that the ultimate impact of the BOI's
inspection, expected to crystallise alongside the approval of the
2025 financial statements by the end of June 2026 at latest, could
be broader than currently estimated. In Morningstar DBRS' view,
risks remain skewed to the downside as the combination of profit
warnings, ongoing preliminary investigation around alleged false
accounting as reported by media, new supervisory findings, and the
appointment of two temporary commissioners could undermine BFF's
reputation while ultimately weighing on its franchise strength,
funding access, liquidity profile, and capital-generation capacity.
Strategic execution risks, including the acceleration of past-due
collections and completion of the planned securitisation, are
viewed as heightened amid management transition, increased
uncertainty regarding the Bank's business ethics and pressure on
stakeholder confidence.
The Bank's IA is positioned at the midpoint of the IA range to
reflect that BFF's credit fundamentals are commensurate with those
of similarly rated peers. However, Morningstar DBRS placed BFF's
long-term credit ratings Under Review with Negative Implications to
reflect that risks are skewed to the downside.
CREDIT RATING DRIVERS
An upgrade of BFF's long-term credit ratings is unlikely given the
Under Review with Negative Implications status. Nevertheless, a
confirmation of the credit ratings could be supported by the timely
closure of the supervisory review in line with current estimates,
with BFF restoring comfortable headroom over regulatory capital
requirements. Additionally, a demonstrated strengthening of
governance, internal controls, and accounting frameworks leading to
the orderly exit of temporary commissioners would also be required.
Finally, a confirmation of the credit ratings would also require
the ongoing preliminary investigation by Italian prosecutors to be
positively resolved.
A downgrade of the credit ratings would occur if the outcome of
BOI's inspection resulted in materially higher-than-expected
capital erosion and BFF failed to restore comfortable headroom over
regulatory capital requirements, likely adding pressure to its
franchise strength, earnings, or funding access and liquidity.
Further downward pressure on credit ratings could emerge from
evidence of persistent weaknesses in governance, internal controls,
or accounting practices, or from adverse developments related to
the preliminary investigation by Italian prosecutors.
CREDIT RATING RATIONALE
Franchise Combined Building Block Assessment: Weak/Very Weak
With approximately EUR 12 billion in total assets at YE2025, BFF is
a small Italian bank specialised in the management and nonrecourse
factoring of trade receivables due from PA and NHS in Europe and,
to a lesser extent, operating in the securities services and
banking and corporate payment businesses in Italy. While
Massimiliano Belingheri stepped down as Chief Executive Officer
(CEO) after more than 12 years in the role, Giuseppe Sica, Chief
Financial Officer since February 2025, has been appointed CEO and
General Manager with full executive powers. Morningstar DBRS notes
that Belingheri still held 6% of the Bank's share capital at
YE2025.
Earnings Combined Building Block Assessment: Good/Moderate
Approximately EUR 95 million of combined negative impact from
nonrecurring loan loss provisions (LLPs) and slower late payment
interest (LPI) collection have dampened BFF's earnings in 2025 amid
persistently sluggish loan growth. The LLPs mainly concerned
provisions reflecting expected lower profitability from Italian
public-sector receivables of around EUR 400 million having received
a negative court ruling, although the ruling is still under appeal.
As a result, BFF's reported net income was around EUR 70 million in
F2025, down 68% year over year (YOY); however, adjusted net income
was up 6% YOY excluding one-off items in both periods. Morningstar
DBRS expects BFF's underlying profitability to remain more moderate
than historical average levels, reflecting lower loan growth and
collections and still-high capital required following the potential
prudential credit reclassification. Morningstar DBRS also
anticipates further potential needs to increase the LLPs on the EUR
400 million of Italian public-sector receivables that received a
negative court ruling following BOI's latest findings.
Risk Combined Building Block Assessment: Very Weak
BFF's net nonperforming exposures, almost entirely related to the
public sector, represented around 33% of net customer loans at
YE2025, down from 35% at YE2024 when the prudential credit
reclassification led to a substantial increase in past-due
exposures. Excluding exposures to municipalities in
conservatorship, the net bad loan (or sofferenze) ratio remained at
a low 0.2% at YE2025. Following BOI's ongoing inspection, reported
past-due loans could increase by up to around EUR 1.3 billion,
mainly related to the reclassification of LPIs and, to a lesser
extent, stricter interpretations of days past due counting
criteria, albeit with negligible losses given default as the
borrower remains the public sector.
Funding and Liquidity Combined Building Block Assessment:
Moderate/Weak
The diversification of BFF's funding profile remains moderate and
its reliance on wholesale sources remains significant, exposing the
Bank to market trends and funding concentration risk. At YE2025,
total deposits, including customer and bank deposits, were down 8%
YOY as deposit inflows from transaction services have only partly
offset a reduction in digital deposits. Total deposits accounted
for 73% of total funding at YE2025, of which 84% came from
transaction services. Short-term repurchase agreements represented
around 22% of BFF's total funding. At YE2025, BFF's liquidity
coverage ratio was 195.2% and its net stable funding ratio was
132.8%.
Capitalisation Combined Building Block Assessment: Weak/Very Weak
Notwithstanding weaker earnings accretion and still-elevated
risk-weighted asset density, BFF reported a CET1 ratio of 14.1% and
a TCR of 17.3% at YE2025, both including net profit, up from 12.2%
and 15.1%, respectively, reported one year earlier. At YE2025, BFF
held adequate buffers of approximately 440 basis points (bps) and
410 bps over its minimum requirements of 9.7% for the CET1 ratio
and 13.2% for the TCR, respectively, corresponding to free capital
of around EUR 210 million and EUR 195 million, respectively.
Despite the recent lifting of the dividend ban imposed by the BOI
in 2024, BFF's board decided not to propose a dividend distribution
from 2025 net profit. Morningstar DBRS anticipates a potential
significant drop in capital ratios following BOI's latest findings
around potential prudential credit classification which could
result in a breach of the Bank's TCR minimum requirement, according
to Morningstar DBRS' estimates.
Notes:
All figures are in euros unless otherwise noted.
BFF BANK: Moody's Cuts Issuer & Sr. Unsecured Debt Ratings to Ba3
-----------------------------------------------------------------
Moody's Ratings has downgraded all ratings and assessments of BFF
Bank S.p.A. (BFF) by one notch and placed them on review for
downgrade including: its long-term (LT) and short-term (ST) deposit
ratings to Baa3/Prime-3 respectively from Baa2/Prime-2, LT issuer
and senior unsecured debt ratings to Ba3 from Ba2, preferred stock
non-cumulative rating to B3 (hyb) from B2 (hyb), LT and ST
Counterparty Risk Ratings (CRR) to Baa3/Prime-3 from Baa2/Prime-2,
LT and ST Counterparty Risk (CR) Assessments to
Baa3(cr)/Prime-3(cr) from Baa2(cr)/Prime-2(cr).
Moody's also downgraded BFF's Baseline Credit Assessment (BCA) and
Adjusted BCA to ba3 from ba2.
Previously the outlooks on BFF's LT deposit ratings and LT issuer
and senior unsecured debt ratings were stable.
RATINGS RATIONALE
The rating action was triggered by BFF's announcement on March 29,
2026 that the Bank of Italy, its supervisor, had temporarily
appointed two commissioners to support the Board of Directors in
the remediation of the deficiencies that have been identified in
the bank's operational and accounting framework within the
factoring business and in its internal control system, as part of
an ongoing general inspection. Despite this appointment, BFF's
governance bodies continue to hold full decision-making authority.
The Bank of Italy's regulatory measure takes place in the context
of multiple irregularities relating to the prudential
classification of credit exposures in the factoring and lending
business. These findings may lead, among other things, to a
significant increase in past due exposures, potentially up to
approximately EUR1.3bn, and consequently in risk-weighted assets
(RWAs), which could rise by up to around 40% based on Moody's
estimates as of December 2025. This is due to the inclusion of late
payment interest and the application of mechanisms for suspending
the counting of past due days. Moody's anticipates that the primary
effects of these substantial measures will be reported in the full
year 2025 financial statements, which are planned to be published
by the end of April 2026.
This new regulatory measure follows BFF's earlier profit warning
and the announcement of its CEO replacement on February 02, 2026.
At this date, BFF disclosed that an internal review identified
multiple operational errors, which led to a restatement of its 2024
equity and substantial credit provisions, that will affect
profitability at least through 2027.
-- DOWNGRADE OF THE BCA
The downgrade of BFF's BCA to ba3 from ba2 reflects primarily the
effect of the Bank of Italy's concerns on the prudential
classification of past due exposures on the bank's capital. Moody's
expects the additional past due exposure identified by the Bank of
Italy will significantly deteriorate BFF's Tangible Common Equity
on RWAs ratio. It is uncertain whether BFF can maintain its common
equity tier 1 capital near the most recently reported level of
14.1% by December 2025, solely through sufficient earnings
generation over the next 12 to 18 months. BFF's business model,
which is mainly concentrated on factoring receivables related to
public adminitration activities in Italy and in other European
countries, has been very solid in recent years despite governance
related issues.
The downgrade also reflects the negative impact that regulatory
measures can have on the bank's liquidity and funding risks.
Moody's sees BFF's funding as a key risk due to its structural
dependence on less stable sources and the concentration of
institutional depositors. Any loss of confidence from depositors
could severely affect the bank's business model and solvency
profile.
Finally, the Bank of Italy's appointment of commissioners, and
previous restatement of the bank's equity, raise questions about
the effectiveness of accounting controls and the accuracy of
financial metrics, adding to Moody's previous concerns about
considerable governance risks identified since 2024. This
succession of identified governance weaknesses could result in
reduced confidence among the institution's funding counterparties
and is reflected in Moody's scorecard by an additional negative
adjustment for Strategy, Risk Appetite and Governance.
Under Moody's environmental, social and governance (ESG) framework,
Moody's have incorporated the compliance risks and risk management
as well as the expectations placed on BFF's management, which
results in an unchanged governance issuer profile score (IPS) of
G-4 and an ESG credit impact score of CIS-4, indicating the
material impact of elevated governance risks on the current
ratings.
-- REVIEW FOR DOWNGRADE
The review for downgrade will primarily focus on the implications
of the Bank of Italy's findings and remediation measures on BFF's
capital position, its business volume and profitability, as well as
the stability of its funding and liquidity levels during this
period of uncertainty.
During the review, Moody's will also reassess BFF's capacity to
keep a steady buffer of loss-absorbing instruments to safeguard its
junior deposits.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the ongoing review for downgrade, there is currently no
positive pressure on the ratings. The banks' ratings and
assessments could be confirmed at their current level if the bank's
remediation actions were to successfully address financial and
governance risks, without material negative effect on the bank's
solvency and liquidity. Moreover, Moody's would confirm the deposit
and debt ratings if the bank were to maintain its existing buffer
of liabilities subject to bail-in.
The ratings and assessments could be downgraded potentially by more
than one notch if Moody's determines that the bank's credit profile
has weakened (evidenced by among other things lower capital or
profitability, higher asset risk, reduced asset diversification or
material deposit outflows).
Additionally, a reduction in the volume of liabilities available
for bail-in could lead to lower deposit and debt ratings, as it
increases the potential loss in the event of failure. This could
occur if BFF experiences significant deposit outflows or if on-line
retail deposits are not refinanced.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2025.
BFF's standalone BCA of ba3 is two notches below its initial
"Financial Profile" of ba1. This primarily reflects the bank's
expected deterioration in its capital position and heightened risks
to BFF's liquidity position, as well as Moody's qualitative
evaluation of risks associated with limited business
diversification and ongoing governance concerns.
FIBERCOP SPA: Moody's Rates New Senior Secured EUR Notes 'Ba1'
--------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to FiberCop S.p.A.'s
(FiberCop) proposed senior secured Euro Notes. Other ratings,
including FiberCop's Ba1 Corporate Family Rating remain unchanged.
The outlook is negative.
The Notes, which will be fixed-rate notes maturing in 2031, are
expected to be issued in an amount between EUR500- EUR750 million.
The net proceeds from the issuance will be used for general
corporate purposes, including strengthening liquidity to support
the company's accelerated capital expenditure programme.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.
RATINGS RATIONALE
The Ba1 rating for the proposed senior secured Euro Notes of
FiberCop are supported by their status as general senior secured
obligations and rank pari passu in right of payment with the
company's existing notes, term loans and revolving credit facility.
As such, the Ba1 rating of the Notes is in line with FiberCop's
CFR.
In 2025, Moody's adjusted EBITDA amounted to around EUR2.0 billion,
broadly flat compared with pro-forma FY2024, after incorporating
accounting one-off costs and provisions related to employee
early-retirement programmes. Total revenues declined by 2.5%
respect to pro-forma FY2024, mainly reflecting the ongoing
technology migration, partly offset by solid fiber-to-the-home
(FTTH) performance, while business-to-business (B2B2B) revenues
remained broadly stable. FiberCop's reported Organic EBITDA
declined by around 4.4% respect to pro-forma FY2024 primarily
driven by revenue dynamics, while operating expenses remained
broadly stable as cost efficiencies were offset by
separation-related costs and other transitional items incurred
during the year.
Against this operating backdrop, FiberCop's FTTH deployment
proceeded in line with plan, with approximately 70% of its 20.3
million homes target passed as of December 2025 and total capex of
around EUR2.7 billion incurred in 2025. Completing the network
rollout and consolidating its position as Italy's largest FTTH
operator will require substantial additional investment, with
estimated capex of around EUR5.7 billion up to 2027, excluding
government subsidies. This is expected to result in sustained
negative free cash flow and increased leverage over the next three
years, constraining the company's financial flexibility. While
progress to date provides some support, execution risk remains
material, as the company is still in the middle of its investment
programme, with a significant portion of the rollout and associated
capital spending yet to be executed.
Consistent with the scale of the investment programme, as of
December 2025, total reported debt reached approximately EUR13.5
billion, excluding close to EUR2.1 billion of leases and pension
liabilities, mainly driven by the EUR2.8 billion notes issuance
completed during the year. As a result, Moody's adjusted
debt/EBITDA increased to 7.5x in 2025, from 6.3x on a pro-forma
basis in 2024. Moody's adjusted Funds from operations (FFO)/net
debt was 10.3% at year end 2025, supported by a strong cash balance
of EUR2.6 billion. Moody's expects reported debt to increase to
around EUR14.6 billion in 2026 and to above EUR15.2 billion in
2027. While Moody's- adjusted EBITDA is projected to grow to
approximately EUR2.1 billion in 2026 and EUR2.3 billion in 2027,
reflecting continued operational efficiencies and network
expansion, Moody's adjusted debt/EBITDA is expected to peak at
around 8.0x in 2026 and decline gradually towards 6.0x as capital
spending decreases from 2028.
Overall, the actual pace of debt accumulation will depend on the
company's ability to deliver on its capex objectives and generate
strong operating cash flow. Moody's also expects FiberCop to
maintain a prudent financial policy, including no dividend
distributions during the high investment phase.
More broadly, the Ba1 CFR is underpinned by (1) FiberCop's role as
a critical infrastructure provider in Italy, with a unique
nationwide fixed-line network that spans asymmetric digital
subscriber line (ADSL), fiber-to-the-cabinet (FTTC), and
fiber-to-the-home (FTTH) technologies; (2) its entrenched position
in the wholesale broadband market, with approximately 68% market
share; (3) limited infrastructure competition and high barriers to
entry across much of its network footprint; (4) the relative
stability and predictability of its revenue base, supported by
long-term wholesale agreements with all major telecom operators and
growing demand for high-speed connectivity; and (5) the low risk of
technology substitution, given the absence of cable infrastructure
and the complementary role of FTTC during the ongoing transition to
FTTH.
Conversely, the rating is constrained by (1) the company's
ambitious FTTH rollout strategy, which requires a significant
acceleration of its capital expenditure and will lead to negative
free cash flow until at least 2028; (2) its indirect exposure to a
highly competitive retail broadband market, which may indirectly
affect wholesale volumes and pricing dynamics; and (3) the high
financial leverage, which limits near-term financial flexibility.
OUTLOOK
The negative outlook reflects Moody's expectations that FiberCop's
credit metrics will remain weak for the Ba1 rating through 2028 due
to its large FTTH investment plan. It also reflects that execution
risks and sustained negative free cash flow during the peak
deployment phase constrain the credit profile, although Moody's
expects the company to maintain a prudent financial policy and
adequate liquidity.
LIQUIDITY
As of December 2025, FiberCop had a strong liquidity position, with
EUR2.6 billion of cash and a fully undrawn EUR2.1 billion revolving
credit facility. The successful issuance of the new notes, together
with the ongoing amendment and extension of the company's senior
bank facilities, including the EUR5.5 billion term loan and the
above mentioned revolving credit facility, will further strengthen
liquidity and smooth the debt maturity profile. The company has no
debt maturities in 2026, with the next scheduled repayment of
EUR508 million due in October 2027.
Overall, Moody's expects FiberCop's liquidity position and cash
flow generation to be sufficient to cover its cash requirements,
including investments, interest and debt repayments, over the next
12–18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Upward pressure on FiberCop's ratings is unlikely in the near term.
However, the outlook could be stabilised if the company
demonstrates consistent execution of its business plan, including
timely and cost-effective FTTH deployment, while maintaining
performance in line with budget. Evidence of improving operating
performance and effective cost control, resulting in
Moody's-adjusted debt/EBITDA trending toward 6.0x, alongside a
prudent financial policy and solid liquidity, would also support
stabilisation.
Downward pressure on FiberCop's ratings could arise from a
permanent weakening in the company's financial profile, such that
Moody's-adjusted debt/EBITDA is likely to remain above 6.0x for a
prolonged period, without a clear path to deleveraging. Additional
pressure could emerge from a deterioration in the company's
liquidity position, or the implementation of a financial policy
that prioritises shareholder returns over creditor interests,
including debt-funded acquisitions or dividend distributions during
the FTTH rollout phase.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Communications
Infrastructure published in September 2025.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
FiberCop S.p.A. owns and operates the largest fixed-line wholesale
network in Italy, with a nationwide footprint and significant
coverage across broadband and ultrabroadband services. In 2025,
FiberCop's revenues amounted to around EUR3.8 billion and Organic
EBITDA to around EUR2.1 billion. The company is owned by a
consortium led by KKR, alongside ADIA, CPPIB, F2i, and the Italian
Ministry of Economy and Finance.
===================
L U X E M B O U R G
===================
MILLICOM INT'L: Moody's Rates USD75MM Add-on Sr. Unsec. Notes 'Ba3'
-------------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to the additional USD75
million senior unsecured notes due 2032 to be issued by Millicom
International Cellular S.A. (Millicom). The outlook is stable.
Millicom's Ba2 Corporate Family Rating and its existing Ba3 senior
unsecured debt ratings remain unchanged. The additional notes will
be issued as a reopening of Millicom's existing 7.375% senior
unsecured notes due 2032, originally issued in April 2024, and will
rank pari passu with all other senior unsecured indebtedness of the
company. Net proceeds from the issuance will be used for general
corporate purposes, which may include capital expenditures and
mergers and acquisitions. The transaction is not expected to have a
material impact on Millicom's leverage or liquidity profile.
RATINGS RATIONALE
The Ba3 rating assigned to the additional senior unsecured notes
reflects their structural subordination to debt at the operating
company level and their unguaranteed status, consistent with
Millicom's existing senior unsecured debt ratings. Holding company
debt represents a meaningful share of consolidated indebtedness,
which constrains recovery prospects relative to the operating
subsidiaries. Millicom's Ba2 corporate family rating reflects the
group's strong competitive positioning in key Latin American
markets, diversified cash flow generation, and resilient operating
performance, supported by disciplined financial management. These
strengths are partly offset by exposure to emerging market
operating environments, competitive intensity in certain markets,
and execution risks related to acquisitions and strategic
initiatives. The issuance of the additional notes does not alter
Moody's expectations that Millicom will maintain adequate
liquidity, continue to manage its debt maturity profile
proactively, and pursue financial policies consistent with its
stated medium-term leverage targets.
The stable outlook reflects Moody's expectation that Millicom will
maintain credit metrics commensurate with its current ratings,
supported by stable operating performance, continued access to
capital markets, and a prudent approach to liquidity and liability
management.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade could be considered if Millicom demonstrates a sustained
improvement in leverage, with Moody's-adjusted debt/EBITDA trending
toward or below 2.5x, alongside consistently positive free cash
flow, strong liquidity, and conservative financial policies.
Conversely, the ratings could be downgraded if leverage is expected
to remain above 3.5x on a sustained basis, if liquidity weakens
materially, or if shareholder distributions or acquisitions result
in persistent negative free cash flow and weaken the company's
financial profile.
The principal methodology used in this rating was
Telecommunications Service Providers published in December 2025.
Millicom International Cellular S.A. is a leading
telecommunications provider in Latin America, with mobile and
fixed-line operations in 12 countries (including Chile). As of
December 2025, the company had approximately 42 million mobile
customers and 13.7 million home broadband/service
revenue-generating units. Its two largest markets, Guatemala and
Colombia, contributed 55% of revenue in 2025. Millicom reported
consolidated revenue of approximately $5.8 billion and EBITDA of
approximately $2.8 billion in 2025. Its diversified footprint and
expanded scale position it as the primary regional competitor to
America Movil, though full benefits will depend on effective
execution.
MONITCHEM HOLDCO: S&P Lowers LT ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Monitchem Holdco 2 S.A. (operating as CABB) to 'B-' from 'B' and
our issue rating on its senior secured debt to 'B-' from 'B', with
the '3' recovery rating unchanged.
The outlook is stable, reflecting S&P's expectation that CABB will
maintain broadly stable operating performance over the next 12
months despite continued weakness in some of its end markets, while
executing on its restructuring and refinancing plans.
S&P said, "The downgrade to 'B-' reflects the combination of
still-elevated leverage and the company's inability to generate
positive free cash flow over the medium term, despite strategic
actions taken by management. We forecast S&P Global
Ratings-adjusted debt to EBITDA at about 7.3x in 2025 and 7.2x in
2026, before gradually declining to about 6.4x in 2027, driven by
limited EBITDA growth, the loss of earnings following the disposal
of Jayhawk Fine Chemicals, and only gradual improvement in
operating performance. We also assume a reduction in gross debt at
refinancing in 2026-2027 in our base case, reflecting a potentially
smaller bond issuance when supported by the use of Jayhawk disposal
proceeds. At the same time, we expect FOCF to remain largely
negative at approximately EUR29 million in 2025, EUR19 million in
2026, and EUR11 million in 2027, reflecting restructuring costs,
elevated interest costs, ongoing capex requirements, and lower
EBITDA following the disposal of Jayhawk Fine Chemicals. While
these cash outflows are manageable given the company's liquidity
position, they indicate a sustained period of weak cash generation,
which constrains the rating.
"That said, we believe the company's operating performance has been
resilient in a still challenging market environment. In 2025,
including Jayhawk Fine Chemicals, we expect S&P Global
Ratings-adjusted EBITDA to be broadly stable at about EUR109
million, despite declining revenue at EUR557 million from EUR604
million in 2024, supported by strict cost control, pricing actions,
and lower input and energy costs. Fourth-quarter performance also
demonstrated resilience, with revenue declining by about 12% year
on year, but EBITDA falling by only about 2.5%, while margins
improved. In our view, this indicates that management has been able
to partly offset the effects of weak end-market demand,
particularly in agrochemicals and intermediates, through internal
measures rather than by relying solely on a market recovery. As
such, we expect EBITDA to remain broadly stable in 2026, in line
with management guidance, even though demand conditions remain
subdued. Specifically, we forecast S&P Global Ratings-adjusted
EBITDA of about EUR99 million in 2026 (excluding Jayhawk Fine
Chemicals), corresponding to a margin of about 20.9%, compared with
about EUR96 million of S&P Global Ratings-adjusted EBITDA in 2025
on a pro forma basis for the Jayhawk disposal.
"We view the sale of Jayhawk Fine Chemicals as supportive of the
company's financial flexibility, despite the associated reduction
in the earnings base. The business was sold at an enterprise value
of about EUR130 million, or roughly 10x EBITDA, which we consider
an attractive valuation in the current market. Net proceeds of
about EUR115 million-EUR117 million were used in part to repay
drawings under the company's revolving credit facility (RCF), with
the remaining cash retained on the balance sheet. Although the
disposal removes about EUR13 million of EBITDA, we believe it
improves the company's credit profile by simplifying the portfolio
and reinforcing the shift toward higher-margin pharmaceutical and
life science specialties. We also believe it is likely that the
company intends to use these retained proceeds as part of a
proactive refinancing, potentially issuing a smaller bond than the
current capital structure. While this is credit supportive,
execution and market conditions remain key considerations.
"We also view the planned closure of the Knapsack site as necessary
to address structural inefficiencies, although the benefits will
only materialize over time and remain subject to execution. The
site was operating at about 50% utilization and was loss-making,
with EBITDA of about negative EUR4 million in 2025. In our view,
maintaining such underutilized capacity in the current market
environment is not sustainable. The closure forms part of a broader
rationalization of the company's monochloroacetic acid (MCA)
production, with volumes being transferred to the more efficient
Gersthofen site (also in Germany). Management expects the closure
to deliver about EUR21 million of fixed-cost savings by 2028,
partly offset by about EUR7 million of lost volume contribution,
resulting in a net EBITDA uplift of about EUR14 million and a
similar improvement in operating cash flow. However, these benefits
are back-ended, with a meaningful portion only materializing from
the second half of 2027 onward, while the company will incur total
one-off costs of about EUR25 million-EUR30 million, including
restructuring costs and debottlenecking capex. In our view, while
the closure is a key step toward improving the cost base by
removing a structurally underperforming asset, the delayed
realization of benefits and execution risk limits its near-term
credit impact.
Pro forma for these strategic actions, the company's credit metrics
could improve over time. Management indicates that net leverage
would have been about 5.1x at year-end 2025 on a pro forma basis,
compared with 5.9x reported, and we estimate leverage will likely
move closer to the mid-5x area over time. Similarly, pro forma FOCF
could turn positive from 2027 as the benefits of the Knapsack
closure and cost measures begin to materialize and capex moderates.
We also note that the EBITDA level required for the company to
reach breakeven FOCF declines to around EUR120 million from about
EUR140 million previously. While we do not incorporate all of these
pro forma adjustments into our base case, we view them as
indicative of a more achievable path to recovery that is less
dependent on a strong cyclical rebound. However, we expect cash
flow generation to remain negative until at least 2028 and only
gradually improve thereafter, with FOCF likely to remain weak and
only marginally positive in the medium term.
"Liquidity remains adequate in our view. At year-end 2025, the
company reported cash of about EUR36 million and total liquidity,
including available RCFs, of about EUR122 million. Pro-forma for
the Jayhawk Fine Chemicals proceeds, liquidity increases
significantly, providing the company with sufficient time to
execute its restructuring plan. We do not see immediate refinancing
pressure, given that the company's notes mature only in May 2028
and we would typically expect refinancing to be addressed well
ahead of this date (i.e., by May 2027). We understand that
management is considering a proactive refinancing, supported by its
improved strategic positioning and potentially the use of retained
disposal proceeds to reduce the size of the new issuance. While the
refinancing remains subject to market conditions, we believe the
reduced debt requirement and clearer strategic narrative should
support execution.
"We do not assume any material disruption from geopolitical
tensions, including in the Middle East, in our base case, and we
view the direct impact on CABB as limited given its predominantly
European production footprint and limited direct exposure to the
region. The company's exposure to energy price volatility is partly
mitigated by the hedging of a significant portion of its
electricity needs (about 60%-70% for 2026), as well as some natural
hedging through the correlation between caustic soda prices and
electricity costs. In addition, CABB has limited direct exposure to
natural gas as a feedstock and benefits from formula-based
pass-through mechanisms for key raw materials.
"However, we take a cautious view on potential indirect effects,
particularly in the context of an already weak agrochemical market.
Neither CABB's management nor S&P Global Ratings assumes a
meaningful recovery in this segment in the near term. While reduced
availability of Asian imports could tighten certain regional
markets and support pricing in specific products, broader
geopolitical developments could also increase energy costs, disrupt
trade flows, and weigh further on customer demand. In this context,
any escalation could exacerbate the current weakness rather than
delay a recovery. We will therefore closely monitor how these
dynamics evolve and their potential impact on end-market demand and
cash flow generation.
"Overall, while the company's reported credit metrics remain weak
in the short term, we believe management has taken credible steps
to address the underlying issues in the business. The combination
of portfolio optimization, cost reduction, and asset
rationalization provides a clearer path toward improved cash flow
generation and deleveraging from 2028 and thereafter. This
underpins our stable outlook, as the company is now better
positioned to stabilize its credit profile, provided it executes
successfully on its plan, supported by its current liquidity
position and absence of near-term refinancing pressure.
"The stable outlook reflects our expectation that CABB will
maintain broadly stable operating performance over the next 12
months despite continued weakness in some of its end markets, while
executing on its restructuring and refinancing plans. We expect the
company's recent strategic measures to support a gradual
improvement in leverage and cash flow in 2027 and thereafter.
"We could lower the rating if FOCF turns materially more negative
than we currently expect, leading to a deterioration in liquidity.
This could result from weaker earnings and cash flow generation,
for example if EBITDA declines due to sustained pressure in end
markets--particularly in agrochemicals--lower volumes, pricing
pressure, or margin compression that is not offset by cost
measures. We could also lower the rating if operating performance
weakens materially, resulting in leverage remaining above our
current expectations for a prolonged period. In addition, negative
rating pressure could arise if the Knapsack closure is delayed or
more costly than anticipated.
"We could raise the rating if the company demonstrates sustained
positive FOCF, successfully executes its restructuring plan, and
meaningfully and lastingly reduces leverage to below 6.5x. This
would likely require stronger earnings from specialties and life
sciences, continued cost discipline, and a more conservative
capital structure following refinancing."
=============
M O L D O V A
=============
MOLDOVA: Moody's Ups Issuer Ratings to B2, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings has upgraded the foreign and domestic-currency
long-term issuer ratings of the Government of Moldova to B2 from
B3. The outlook remains stable.
The decision to upgrade the ratings reflects the significant
progress made on the strengthening of Moldova's institutions and
governance. The Moldovan authorities have demonstrated an improved
capacity to formulate and implement policy through the rapid
progress made in the on-going EU accession process and the
demonstrated capacity to implement accession-related reforms. The
authorities have also demonstrated an enhanced capacity to respond
to shocks, in particular through reorienting the country's energy
supply away from its historic reliance on Russia in the years
following the invasion of Ukraine in 2022. These efforts have also
contributed to an overall reduction of Moldova's political event
risk from previously very high levels. An increasingly stable
domestic political environment and a demonstrated resilience to
outside attempts at electoral interference have also diminished
Moldova's exposure to political risk. That said, Moldova's
still-high exposure to Russian hybrid attacks as well as its weak
growth performance relative to rating peers remain constraints on
the B2 ratings.
The stable outlook reflects balanced risks at the B2 level. On the
potential upside, the on-going EU accession process holds out the
prospect for a further strengthening of Moldova's institutions and
governance as well as its economic strength. Such improvements
would be driven by a combination of the enactment of institutional
and economic reforms to align Moldova's laws and regulations with
those of the EU, and a continued roll-out of EU-funded investments
to modernize Moldova's infrastructure. On the downside, Moldova
faces a still high level of exposure to geopolitical risk stemming
from the war in neighbouring Ukraine (Ca stable) and Moldova's
tense relations with Russia. In addition, a material increase of
Moldova's debt burden beyond Moody's current expectations could
also add to negative pressures on the country's credit profile.
Moldova's local and foreign-currency ceilings have been raised to
Ba2 and B1 from Ba3 and B2, respectively, in line with the
one-notch upgrade of the sovereign ratings. The three-notch gap
between the local-currency ceiling and the sovereign rating
reflects elevated political risks, somewhat elevated external
vulnerabilities and moderate predictability of government and
institutions. The two-notch gap between the foreign-currency
ceiling and the local-currency ceiling reflects very limited
capital-account openness, weak policy effectiveness, and somewhat
elevated external indebtedness which push the foreign-currency
ceiling below the local-currency ceiling.
RATINGS RATIONALE
RATIONALE FOR UPGRADING THE RATINGS TO B2
The decision to upgrade Moldova's ratings reflects the combination
of a strengthening of the country's institutions and governance in
the context of the EU accession process and its reduced exposure to
political risk from previously very high levels.
The strengthening of Moldova's institutions and governance is
underpinned by the improved capacity of the authorities to
formulate and implement reforms. The authorities have in recent
years taken significant steps to align Moldova's institutional
framework with that of the European Union (EU, Aaa stable), with
significant reform efforts undertaken in particular with respect to
strengthening the rule of law and control of corruption Moldova was
granted official EU candidate status at the end of 2022 and has in
little over three years advanced to the stage where it is
undertaking technical work on the aligning its institutional
framework with the standards set out in the EU's 35 thematic
accession negotiation chapters.
In addition, the authorities have demonstrated a robust capacity to
respond to the multiple energy shocks Moldova has faced in recent
years. In particular, the authorities have in the wake of the
Russian invasion of Ukraine in 2022 reoriented the country's energy
supply away from its traditional reliance on Russia and the
Russia-backed breakaway region of Transnistria towards imports from
EU markets and domestic energy generation from renewables.
These efforts have also contributed to an overall strengthening of
Moldova's energy security and removed a key source of risk and
potential leverage for Russia and Transnistria over Moldova. In
addition, the re-election of the country's pro-European president
and government in 2024 and 2025, respectively, have diminished
domestic political volatility and also demonstrated the country's
ability to withstand attempts at outside political and electoral
interference.
Notwithstanding these developments, Moldova's exposure to
geopolitical risk, for instance in the form of Russian hybrid
attacks on key infrastructure, remains high and a constraint on the
B2 ratings. Despite the on-going EU-backed reforms and investments,
Moody's also expects Moldova's growth performance to remain weak
relative to rating peers and constraining its overall economic
strength.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects balanced risks at the B2 level. On the
potential upside, continued progress on institutional reforms
driven by the EU accession process could lead to improvements to
institutional strength beyond Moody's current expectations. The EU
accession process could also bolster Moldova's economic strength
through the implementation of accession-linked economic reforms and
an effective implementation of the EU-funded Reform and Growth
Facility which comprises grant- and loan-funded investments
totalling up to around 11% of Moldova's 2024 GDP.
To the potential downside, Moldova's exposure to geopolitical risk
stemming from the war in neighbouring Ukraine remains high, with
potential negative implications for its economic and fiscal
strength. Active fighting is concentrated in the east of Ukraine
far from the border with Moldova, and Moody's considers the risk of
an active military confrontation between Russia and Moldova to be a
low probability but high impact scenario.
Still, risks from Russian hybrid attacks on infrastructure in
Moldova or on Ukrainian infrastructure that could have negative
spillovers on the Moldovan economy remains elevated, as is the risk
of continued Russian attempts at interfering in the domestic
affairs of Moldova or to destabilise the country through its
influence in the Russia-backed breakaway region of Transnistria.
In addition, an increase of Moldova's debt burden beyond Moody's
current expectations could also add to negative pressures on the
credit profile. Moody's expects the absorption of the loan funding
under the Reform and Growth Facility will drive Moldova's debt
burden to just below 45% of GDP by the late 2020s, up from around
38% in 2025. That said, the additional debt is provided at highly
concessional interest rates and with very long maturities, limiting
the overall negative impact on Moldova's fiscal strength.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Moldova's ESG Credit Impact Score is CIS-4, reflecting high
exposure to social and environmental risks as well as governance
challenges which weaken Moldova's resilience to shocks. Moldova's
E-3 issuer profile score is driven by physical climate risk due to
its large agricultural sector which is increasingly vulnerable to
droughts, floods, and other extreme weather phenomena. Exposure to
social risks (S-4 issuer profile score) is mainly related to a
rapidly shrinking population, which weighs on the country's labour
input and constrains its growth potential. Moldova's governance
profile score (G-4) reflects remaining institutional weaknesses
although the quality of institutions have improved in recent
years.
GDP per capita (PPP basis, US$): 18,480 (2024) (also known as Per
Capita Income)
Real GDP growth (% change): 0.3% (2024) (also known as GDP Growth)
Inflation Rate (CPI, % change Dec/Dec): 7% (2024)
Gen. Gov. Financial Balance/GDP: -3.9% (2024) (also known as Fiscal
Balance)
Current Account Balance/GDP: -16.6% (2024) (also known as External
Balance)
External debt/GDP: 56.7% (2024)
Economic resiliency: ba3
Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.
On March 31, 2026, a rating committee was called to discuss the
rating of the Moldova, Government of. Other views raised included:
The issuer's economic fundamentals, including its economic
strength, have not materially changed. The issuer's institutions
and governance strength, have materially increased. The issuer's
fiscal or financial strength, including its debt profile, has not
materially changed. The issuer has become less susceptible to event
risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive pressure could build on Moldova's ratings if there were
further improvements to institutional and economic strength, most
likely linked to further progress on institutional reforms in the
context of the EU accession process. Investments and reforms backed
by the EU and other international partners could also improve
Moldova's economic strength, for instance by improving the quality
of infrastructure and the business climate.
Moldova's outlook could change to negative and its ratings could
eventually be downgraded if the geopolitical risks stemming from
Russia's invasion of Ukraine or Russian interventionism through
hybrid attacks were to escalate into domestic instability in
Moldova. Evidence of increased domestic political volatility,
including a weakening in the government's commitment towards EU
accession, which jeopardises international financial support and
leads to a reversal in reforms, would be negative for the ratings.
In addition, a material increase of Moldova's debt burden beyond
Moody's current expectations could also add to negative pressures
on the credit profile.
The principal methodology used in these ratings was Sovereigns
published in November 2022.
The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.
Moldova's "ba3" economic strength score is below the initial score
of "ba2" to reflect the economy's exposure to credit-negative
demographic trends, which weigh on its potential long-term growth.
The "a3" fiscal strength score is one notch below the initial score
of "a2" to reflect Moody's forward-looking view of the expected
rise of the government debt burden. Because of these adjustments,
the final scorecard-indicated outcome range of Ba3-B2 is below the
initial scorecard-indicated outcome of Ba2-B1. The assigned rating
is within the final scorecard-indicated outcome range.
=====================
N E T H E R L A N D S
=====================
MAXEDA DIY: Moody's Upgrades CFR to B3, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating of Maxeda
DIY Holding B.V. (Maxeda or the company) to B3 from Caa1 and
upgraded and revised the company's probability of default rating to
B3-PD/LD from Caa1-PD. The limited default (LD) designation
appended to the PDR will remain in place for three business days.
Concurrently, Moody's have assigned a B3 rating to the company's
new EUR295.3 million backed senior secured notes due 2031, while
the Caa1 rating on the company's existing EUR470 million backed
senior secured notes due 2026 has been withdrawn. The outlook has
been changed to stable from negative.
On March 24, 2026, Maxeda closed a recapitalization transaction
where lenders agreed, among other things, to write-off a portion of
the company's existing EUR470 million backed senior secured notes.
Moody's views the transaction as a debt restructuring and a
distressed exchange, which is an event of default under Moody's
definitions and is reflected in the aforementioned LD designation.
"The rating action reflects the completion of Maxeda's debt
restructuring, which has materially reduced the quantum of debt
outstanding, leading to an improvement in credit metrics" said
Fabrizio Marchesi, a Moody's Ratings Vice President and lead
analyst for the company. "Although Moody's considers it unlikely
that Maxeda will meaningfully improve its revenue or profitability
going forward, Moody's believes that the company will now be in a
position to generate positive Moody's-adjusted free cash flow which
should support a gradual deleveraging over time" added Mr.
Marchesi.
Governance considerations, namely financial strategy and risk
management, were a key rating driver for the rating action. This
reflects the reduction in leverage following Maxeda's debt
restructuring.
RATINGS RATIONALE
As a result of the debt restructuring, Maxeda has reduced its
Moody's-adjusted leverage to 4.0x, based on Moody's expectations of
EUR195 million of Moody's-adjusted EBITDA for the fiscal year-ended
February 2026 (fiscal 2025/26), down from 4.7x pre-restructuring.
Going forward, Moody's expects that the company's revenue will
remain broadly flat at around EUR1.4 billion over the next 12-24
months, with company-adjusted EBITDA (pre-IFRS 16) of around EUR95
million over the same period. This equates to Moody's-adjusted
EBITDA of around EUR195 million (calculated after adjusting for the
impact of IFRS 16 as well as other Moody's standard adjustments).
As a result, Moody's forecasts Moody's-adjusted leverage of 3.8x in
fiscal 2026/27, as Moody's have also assumed that the company will
repay all drawings under its super-senior RCF, and 3.8x in fiscal
2027/28. Additionally, Moody's expects Moody's-adjusted (EBITDA
less capex)/interest of 1.4x and, crucially, around EUR15 million
per year of Moody's-adjusted free cash flow (FCF) generation
(equivalent to around 2% of Moody's-adjusted debt). These metrics
are consistent with a B3 CFR.
The rating also assumes that the company will use any positive FCF
to create a cash buffer, in order to ensure an eventual refinancing
of its EUR295.3 million backed senior secured notes due 2031 well
ahead of their scheduled maturity.
Maxeda's rating is supported by the company's strong position in
the DIY market in the Benelux; its long-established brand names in
both Belgium and the Netherlands, with an extensive network across
both countries; the low trend risks in the company's business
model, and additional opportunities from e-commerce growth.
Concurrently, the rating is constrained by the cyclical nature of
the DIY market; intense competition in the DIY industry (including
from specialists for various products sold by the DIY generalists);
the seasonality of operations and cash flows, which are often
impacted by erratic weather conditions; and an aggressive,
shareholder-oriented financial policy.
This rating action is predicated upon Moody's baseline scenario
which assumes no major damage to key energy production facilities
in the Middle East but allows for a more prolonged disruption to
navigation through the Strait of Hormuz. Nevertheless, Moody's
recognizes that Maxeda's credit profile may be susceptible to a
more adverse scenario in the conflict, reflecting its activity in
an industry that is materially exposed to the macroeconomic risk
transmission channel, which could lead to a more consequential
impact on its creditworthiness.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Governance was a key rating driver in the rating action.
The need for the recent debt restructuring highlights the risks
associated with the company's historical financial policy, which
included an aggressive releveraging transaction in July 2021, the
proceeds of which were partly used to pay a EUR90 million dividend
to shareholders. That said, the recent debt restructuring also
reflects the decision to resize the capital structure to a level
which should ensure consistent positive Moody's-adjusted free cash
flow generation and signals a potentially more conservative
financial policy going forward. Maxeda's board structure and
policies reflect concentrated control and decision making, while
financial disclosure is more limited relative to publicly-listed
companies. These considerations are reflected in Maxeda's G-4
Issuer Profile Score (IPS), which reflects overall exposure to
governance risk, as well as the company's Credit Impact Score (CIS)
of CIS-4.
LIQUIDITY
Moody's considers Maxeda's liquidity to be adequate, supported by
Moody's forecasts of around EUR50 million of cash on balance sheet
as of fiscal 2026/27 as well as Moody's expectations of a fully
undrawn EUR55 million revolving credit facility (RCF) at that time.
The RCF is subject to a quarterly springing senior net leverage
covenant which is tested if more than 40% of the facility is drawn.
Under the terms of the RCF documentation, the company shall ensure
that the aforementioned leverage does not exceed 5.5x. Moody's
forecasts covenant compliance.
STRUCTURAL CONSIDERATIONS
The B3 rating on the EUR295.3 million backed senior secured notes
due 2031 reflects the upstream guarantees and share pledges from
material subsidiaries of the company, and pledges on certain
movable assets of the company. The B3 rating also takes into
account the presence of a EUR55 million super-senior RCF due 2030
in the structure and the sizeable trade payable claims at the level
of operating subsidiaries.
Maxeda's B3-PD/LD probability of default rating is in line with the
CFR and reflects the use of a 50% family recovery rate, consistent
with a capital structure that includes bonds and bank debt.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that the company
will maintain at least stable revenue and EBITDA over the next
12-18 months, with Moody's-adjusted leverage remaining below 4.0x,
Moody's-adjusted (EBITDA less capex)/interest of around 1.5x and
Moody's-adjusted FCF of at least EUR15 million per year from fiscal
2026/27 onwards.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure is unlikely at this stage but could
develop over time if Maxeda consistently demonstrates solid growth
in both revenue and EBITDA; reduces Moody's-adjusted leverage to
around 3.0x; Moody's-adjusted interest coverage increases above
2.0x; and Moody's-adjusted FCF/debt is sustained at mid-single
digit percentage levels.
Negative rating pressure could occur if Maxeda is not able to
maintain current levels of revenue and EBITDA; Moody's-adjusted
leverage deteriorates to above 4.0x on a sustained basis;
Moody's-adjusted (EBITDA less capex) is maintained well below 1.5x;
or the company is unable to meet Moody's expectations for
materially positive Moody's-adjusted FCF. Downward rating pressure
could also occur should Maxeda pursue an aggressive financial
policy, including distributing any cash on balance sheet to
shareholders (including FCF generated from now onwards), or should
the company not maintain at least adequate liquidity.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Retail and
Apparel 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
Maxeda is a DIY retailer that operates in the Netherlands, Belgium
and Luxembourg via various offline and online formats. In fiscal
2024/25, the company reported revenue of EUR1.5 billion and
company-adjusted EBITDA of EUR92 million (pre-IFRS 16) and EUR192
million (post-IFRS 16).
=============
R O M A N I A
=============
GARANTI BANK: Fitch Puts 'BB' Long-Term IDR on Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed Garanti Bank S.A.'s (GBR) Long-Term Issuer
Default Rating (IDR) of 'BB', Short-Term IDR of 'B' and its
Shareholder Support Rating (SSR) of 'bb-' on Rating Watch Positive
(RWP). GBR's Viability Rating of 'bb' is unaffected.
The rating action follows Raiffeisen Bank International AG's (RBI;
not rated) announcement that it had reached an agreement with GBR's
owner Turkiye Garanti Bankasi A.S. (Garanti BBVA; BB-/Positive),
subsidiary of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA;
A-/Stable), to acquire GBR through RBI's Romanian subsidiary, after
which it intends to merge both Romanian banks.
The RWP reflects its view that, upon transaction close, GBR's SSR
would likely benefit from higher probability of support from its
new owner, resulting in GBR's SSR and Long-Term IDR being higher
than its VR. Fitch aims to resolve the RWP on completion, which may
take longer than six months.
Key Rating Drivers
Other than those noted below, the key rating drivers for GBR are
those outlined in its Rating Action Commentary "Fitch Affirms
Romania-Based Garanti Bank at 'BB'; Outlook Stable", published 3
December 2025.
Potential Change in Support Assessment: The RWP reflects Fitch's
view that if GBR is acquired by RBI's Romanian subsidiary
Raiffeisen Bank Romania S.A. (RBR; not rated), GBR's SSR would
likely benefit from higher probability of extraordinary support
available from its new ultimate owner. This view is based on the
absence of Turkish country risks that constrain its assessment of
shareholder support available to GBR and the likely stronger
strategic importance of Romania and wider central and eastern
European franchise to RBI than to BBVA.
The acquisition of GBR will strengthen RBI's market franchise in
Romania by adding about 2pp to its existing market share in total
sector assets. Based on RBI disclosures and its calculations
following the GBR acquisition, Romania will become the
third-largest foreign market for RBI. The transaction is planned to
close in 4Q26, subject to regulatory approvals.
GBR's Long-Term IDR is driven by its VR of 'bb'. GBR's 'bb-' SSR is
driven by potential extraordinary support from BBVA, the majority
and controlling shareholder of GBR's 100% shareholder, Garanti
BBVA, which Fitch views as the ultimate source of support. The wide
notching between the ultimate parent and GBR reflects a moderate
probability of institutional support from BBVA, due to Fitch's view
of the low strategic importance of the Romanian operations for the
BBVA group.
In addition, Fitch would not expect BBVA to support GBR over and
above the support it would extend to Garanti BBVA. Consequently,
Garanti BBVA's Long-Term IDR, which incorporates Fitch's view of
country risks in Turkiye, constrains its assessment of support
available to GBR at the 'bb-' level.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Other than those noted below, the rating sensitivities for GBR are
those outlined in its Rating Action Commentary "Fitch Affirms
Romania-Based Garanti Bank at 'BB'; Outlook Stable", published 3
December 2025.
If the acquisition does not go ahead, Fitch will review BBVA's
propensity to support GBR in the context of BBVA's sale intentions.
However, Fitch believes that it is unlikely to result in an SSR
downgrade. The sale risk is not included in its current assessment
of BBVA's propensity to support GBR, but the SSR is already low,
reflecting the limited strategic importance of GBR to BBVA, and it
also incorporates constraints related to country risks in Turkiye.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch sees upside potential for GBR's SSR and IDRs following the
completion of GBR's acquisition by RBR in the absence of country
risk constraints from Turkiye. Fitch will withdraw GBR's ratings
following its merger into RBR. The resolution of the RWP is
contingent on its ability to assess the probability of support
available to GBR from its new owner. If not possible, Fitch may
withdraw GBR's ratings following the acquisition without resolving
the RWP.
The ratings of banks operating in developed resolution regimes
could be affected if the Exposure Draft: Bank Rating Criteria is
implemented as proposed upon conversion into final criteria.
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
----------- ------ -----
Garanti Bank
S.A. LT IDR BB Rating Watch On BB
ST IDR B Rating Watch On B
Shareholder Support bb- Rating Watch On bb-
=========
S P A I N
=========
LURA FUNDING: DBRS Finalizes CCC Rating on Class H Notes
--------------------------------------------------------
DBRS Ratings GmbH (Morningstar DBRS) finalised its provisional
credit ratings on the following classes of notes (the Rated Notes)
issued by Lura Funding DAC (the Issuer):
-- Class A notes at AAA (sf)
-- Class B notes at AAA (sf)
-- Class C notes at AA (low) (sf)
-- Class D notes at A (low) (sf)
-- Class E notes at BBB (sf)
-- Class F notes at BB (high) (sf)
-- Class G notes at B (sf)
-- Class H notes at CCC (sf)
The credit ratings on the Class A and Class B notes address the
timely payment of interest and the ultimate repayment of principal
on or before the legal final maturity date. The credit ratings on
the Class C, Class D, Class E, Class F, Class G, and Class H notes
address the timely payment of interest once they become the most
senior notes outstanding (with any previously subordinated interest
assessed on an ultimate basis) and the ultimate repayment of
principal on or before the final maturity date. Morningstar DBRS
does not rate the Class Z notes issued by the Issuer (together with
the Rated Notes, the Notes).
CREDIT RATING RATIONALE
The credit ratings are based on the following analytical
considerations:
The transaction entails the issuance of Class A, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, and Class Z notes
ultimately backed by a portfolio of mainly reperforming Spanish
residential mortgage loans originated by CaixaBank, S.A.
(CaixaBank; rated A (high) with a Stable trend by Morningstar
DBRS). The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in Ireland.
CaixaBank issued unitranche mortgage certificates (participaciones
hipotecarias or certificados de transmisión de hipoteca)
post-closing, in favour of Vigo Funding 1 DAC (the Seller),
representing economic rights under the mortgage loans. The mortgage
certificates will be transferred from the Seller to Neptuno, Fondo
de Titulización (FT Neptuno or the Fund), a Spanish private
securitisation fund (fondo de titulización privado) with
closed-end assets and liabilities (cerrado por el activo y por el
pasivo) incorporated and managed by Beka Titulización, Sociedad
Gestora de Fondos de Titulización, S.A., through endorsement of
the multiple titles in exchange for the FT Neptuno bonds to be
issued. The Issuer will use the proceeds from the issuance of the
Notes to purchase unitranche bonds grouped in a single series
issued by FT Neptuno (the FT Bonds) and indirectly acquire the
securitised portfolio.
CaixaBank acts as the primary servicer of the portfolio as required
by Spanish law, while Pepper Spanish Servicing, S.L.U. acts as the
special servicer, managing loans more than 180 days in arrears.
Morningstar DBRS calculated credit enhancement for the Class A
notes at 32.50%, provided by the subordination of the Class B to
Class Z notes. Credit enhancement for the Class B notes is 29.00%,
provided by the subordination of the Class C to Class Z notes.
Credit enhancement for the Class C notes is 23.50%, provided by the
subordination of the Class D to Class Z notes. Credit enhancement
for the Class D notes is 20.50%, provided by the subordination of
the Class E to Class Z notes. Credit enhancement for the Class E
notes is 18.00%, provided by the subordination of the Class F to
Class Z notes. Credit enhancement for the Class F notes is 16.25%,
provided by the subordination of the Class G to Class Z notes.
Credit enhancement for the Class G notes is 14.25%, provided by the
subordination of the Class H to Class Z notes. Credit enhancement
for the Class H notes is 12.50%, provided by the subordination of
the Class Z notes.
The Rated Notes are paid sequentially according to the priority of
payments. The deferred interest does not become due and payable
immediately when the notes become most senior. Any amounts of
deferred interest in respect of these notes shall accrue interest.
The transaction benefits from a reserve fund (RF) fully funded at
closing at 1.75% of the Notes. It is split into two different RFs:
(1) a liquidity reserve fund (LRF), which will provide liquidity
support to the Class A, Class B, and Class C notes in case of an
interest shortfall; and (2) a general reserve fund (GRF), which
will provide liquidity support to the Rated Notes in case of an
interest shortfall. While the LRF is set up at 1.75% of the Class
A, Class B, and Class C notes, the GRF is calculated as the
difference between the RF and the LRF. Principal amounts can also
be used to cover interest shortfalls on the Class A to Class H
notes, subject to the class being the senior-most class of notes
outstanding. Principal amounts will be used to cover Class C
deferred interest if certain triggers are met.
The Rated Notes will pay interest linked to three-month Euribor on
a quarterly basis. Following the payment date in May 2029 (the
step-up date), the margins payable on the Rated Notes will
increase. Citibank Europe plc (rated AA (low) with a Stable trend
by Morningstar DBRS) provides an interest rate swap with a strike
rate of 2.9% and a notional that varies over time. Morningstar DBRS
concluded that Citibank Europe plc meets its minimum criteria to
act in such capacity. The transaction contains downgrade provisions
relating to the interest rate cap provider. The downgrade
provisions are consistent with Morningstar DBRS' criteria, given
the credit ratings assigned to the Rated Notes.
Mortgage loan collections will be transferred by CaixaBank to an
account in the Fund's name at CaixaBank on a frequent basis. On a
quarterly basis, before each Interest Payment Date, such amounts
will be paid to the Issuer Transaction Account through repayment of
the FT Bonds. Morningstar DBRS' credit rating on CaixaBank and
downgrade provisions are consistent with the threshold for the
account bank as outlined in Morningstar DBRS' "Legal and Derivative
Criteria for European and Asia-Pacific Structured Finance
Transactions" methodology, given the credit ratings assigned to the
Rated Notes.
Citibank N.A./London Branch (Citibank) is the account bank,
custodian, and paying agent for this transaction. Morningstar DBRS'
private credit rating on Citibank and downgrade provisions are
consistent with the threshold for the account bank as outlined in
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology, given
the credit ratings assigned to the Rated Notes.
Morningstar DBRS was provided with a mortgage portfolio with a
principal balance equal to EUR 397.8 million as of 31 December 2025
(the cut-off date), which consisted of 6,306 mortgage loans mainly
granted to individuals. Of the portfolio balance, 55.4% of the
loans were restructured while, as of 31 December 2025, about 45.9%
of the balance was in arrears. Out of this arrears balance, on
average, 11.4% were one month in arrears, 5.9% two months in
arrears, 5.0% three months in arrears, and 23.5% were in arrears
for more than three months, while 6.0% of the loans were more than
12 months in arrears. Loans corresponding to 10.2% of the total
amount were under code of good practices, and loans corresponding
to 2.4% of the total amount were in their grace period as of 31
December 2025, with deferred principal payments. The majority of
grace period loans were also under code of good practices.
Morningstar DBRS assessed the historical performance of the
mortgage loans and selected a portfolio score of Low in its
European RMBS Insight Model.
The weighted-average (WA) seasoning of the portfolio as of the
cut-off date was 15.4 years and the WA remaining term was 19.0
years, whereas the WA current loan-to-value ratio was 61.3%.
Moreover, 79.4% of the portfolio comprised floating-rate loans,
mainly linked to 12-month Euribor. The remaining portfolio
comprised fixed-rate loans (20.6%). The Rated Notes are floating
rate and linked to three-month Euribor, and basis risk mismatch is
hedged through an interest rate swap.
The final maturity of the transaction is in August 2079.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;
-- The mortgage portfolio's credit quality and the servicer's
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine. Morningstar DBRS analysed the
mortgage portfolio in accordance with its "European RMBS Insight
Methodology";
-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, Class F, Class G, and Class H notes according to the terms of
the transaction documents;
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;
-- Morningstar DBRS' sovereign credit rating on the Kingdom of
Spain at A (high) with a Stable trend as of the date of this press
release; and
-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal and Derivative Criteria for European
and Asia-Pacific Structured Finance Transactions" methodology and
the presence of legal opinions that address the assignment of the
assets to the Issuer.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the Interest Payment Amounts and the
related Class Balances.
Morningstar DBRS' credit ratings on the Rated Notes also address
the credit risk associated with the increased rate of interest
applicable to the Rated Notes if the Rated Notes are not redeemed
on the Optional Redemption Date (as defined in and) in accordance
with the applicable transaction documents.
Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations.
Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.
Notes: All figures are in euros unless otherwise noted.
=====================
S W I T Z E R L A N D
=====================
ARCHROMA HOLDINGS: Moody's Confirms B3 CFR, Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Ratings confirmed Archroma Holdings Sarl (Archroma) B3
corporate family rating and B3-PD probability of default rating.
Concurrently, Moody's assigned B3 ratings to the proposed amended
and extended guaranteed senior secured first-lien term loans B (B1B
and B2B) maturing in 2030 and guaranteed senior secured first-lien
revolving credit facility (RCF) maturing in 2029 at Archroma
Finance Sarl (Archroma Finance). The ratings on Archroma Finance's
legacy senior secured RCF and legacy senior secured TLBs (B1 and
B2) were confirmed at B3. The ratings on the Archroma Finance's
legacy TLBs will be withdrawn upon their full repayment.
Previously, all ratings were placed on review for downgrade. The
outlooks on Archroma Holdings Sarl and Archroma Finance Sarl are
negative. This concludes the review for downgrade which started on
February 13, 2026.
The proposed amend and extend transaction seeks to extend the
outstanding senior secured term loans by 3 years to 2030 from 2027.
In conjunction with the amend and extend, Moody's expects Archroma
to issue a $200 million second lien TLB (unrated) to facilitate the
full repayment of its legacy TLBs, reduction of gross first lien
debt, pay down around $35 million of revolver borrowings and pay
fees and expenses.
RATINGS RATIONALE
Moody's confirmed the B3 ratings because the proposed transaction
would alleviate immediate liquidity pressure by extending the
maturity of the existing RCF (March 2027) and term loans (June
2027) by three years, a governance consideration. The negative
outlook reflects the company's leveraged capital structure,
including an estimated Moody's-adjusted gross leverage of around 9x
for the last 12 months ended December 2025, and its weak track
record of cash generation. The proposed transaction provides more
time to deleverage before the next refinancing, but also entails
transaction costs, including an original issue discount, and a new
second lien instrument with a margin Moody's expects to be roughly
400bps higher than first lien TLBs. Moody's expects the second lien
TLB to have the same cash pay as the first lien term loans B, but
to PIK at an additional 400 bps. The PIK feature will preserve the
cash flow generation prospects for the company but will make
deleveraging more difficult as non-cash interest accrues. The
rating remains weakly positioned.
Future earnings for Archroma in 2026 are uncertain due to
heightened exposure to volatile raw material and logistics costs
stemming from geopolitical tensions in the Middle East. Sustained
pressure on crude oil prices could feed through to higher costs for
key feedstocks, while rising ocean and land freight rates and
longer delivery times may weigh on costs and working capital.
Although the company can adjust pricing and is currently relying on
existing inventories to manage disruptions, delays between cost
increases and price pass-through, combined with potentially
prolonged logistics disruptions, reduce visibility on near-term
earnings despite expectations of broadly stable gross margins.
Giving effect to lower unusual charges in 2026 and incorporating
prolonged end-market weakness Moody's expects the company's
Moody's-adjusted gross debt/EBITDA could remain between 8x-9x, with
a more sustainable recovery occurring in fiscal 2027.
Archroma's ratings continue to reflect the company's leading
position in the textile chemicals and dyes sector; its balanced
global geographical presence, with revenue and operations spread
across the Americas, Asia and EMEA; its broad product portfolio;
and its large customer base that is spread across its two core
business lines of textile chemicals and packaging technologies.
However, the high leverage; currently soft market demand; exposure
to the relatively volatile textile end market; limited capacity to
generate positive free cash flow; and complex capital structure
with large third-party preferred equity certificates (PECs) raised
outside of the restricted group all weigh on credit quality.
RATING OUTLOOK
The negative outlook reflects the company´s weak rating
positioning and uncertainties around its recovery prospects and its
capacity to generate positive free cash flow.
LIQUIDITY
Proforma for the transaction Moody's views Archroma's liquidity as
adequate but constrained. Moody's estimates the company will have
around $170 million of cash on hand, with access to $80 million on
the company's $135 million RCF issued by Archroma Finance Sarl
(around $100 million assumed to be utilized, proforma for the
transaction). Moody's expects approximately $45 million of the RCF
to not be extended and to mature in March 2027.
Archroma is also a named defendant in PFAS AFFF multi district
litigation in the United States. While damage amounts related to
this are neither estimable nor probable at this stage, Moody's
views this exposure as an overhang to the company's rating and
liquidity position. The company has some protection through its
insurance policies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include: (i) Moody's adjusted
debt to EBITDA below 6.0x on a sustained basis; (ii)
EBITDA/Interest coverage approaching 2.0x; (iii) positive Moody's
adj. FCF/debt; and (iv) good liquidity.
Factors that could lead to a downgrade include: (i) Moody's
adjusted debt/EBITDA remaining above 7.0x; (ii) Moody's adjusted
EBITDA interest coverage below 1.5x; (iii) negative free cash flow
or a further weakening of the group's liquidity, or (iv) negative
developments related to the company's PFAS litigation.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemicals
published in February 2026.
===========================
U N I T E D K I N G D O M
===========================
CASTELL 2026-1: DBRS Finalizes B(low) Rating on Cl. F Notes
-----------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) finalised its provisional
credit ratings to the residential mortgage-backed notes (the Notes)
issued by Castell 2026-1 PLC (the Issuer or Castell 2026-1) as
follows:
-- Class A notes at (P) AAA (sf)
-- Class B notes at (P) AA (low) (sf)
-- Class C notes at (P) A (low) (sf)
-- Class D notes at (P) BBB (low) (sf)
-- Class E notes at (P) BB (sf)
-- Class F notes at (P) B (low) (sf)
-- Class X1 notes at (P) BB (high) (sf)
The finalised credit ratings on the Class X1 notes are higher than
the provisional credit ratings Morningstar DBRS assigned because of
the tightening of the margins on all notes.
The credit rating on the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date in December 2062. The credit ratings on the
Class B, Class C, Class D, Class E, and Class F notes address the
timely payment of interest once they are the senior-most class of
notes outstanding, otherwise the ultimate payment of interest and
the ultimate repayment of principal on or before the final maturity
date in December 2062. The credit rating on the Class X1 notes
addresses the ultimate payment of interest and ultimate payment of
principal on or before the legal final maturity date in December
2062. Morningstar DBRS does not rate Class G and Class H and Class
X2 notes or the residual certificates.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote, special-purpose vehicle
incorporated in England and Wales. The notes to be issued shall
fund the purchase of UK second-lien mortgage loans originated by UK
Mortgage Lending Limited (UKMLL).
UKMLL (established in November 2013; formerly Optimum Credit Ltd)
is a specialist mortgage lender originating first- and second-lien
mortgages via U.K. Residential Mortgage Lending (UKRML) and U.K.
Second Mortgages Limited, respectively. UKMLL is the primary legal
and regulatory platform for Pepper Money UK's specialist lending
activities. In March 2026, Pepper Money UK limited (Pepper Money)
was transferred out of Pepper Group Limited (Pepper Global), but
KKR continues to be the majority shareholder.
Pepper (UK) Limited is the primary and special servicer and forms
part of Pepper Advantage, a global credit management and loan
servicing company. This UK servicing platform traces its origin to
Oakwood Global Finance LLP (Oakwood) (incorporated 2003) and Engage
Credit Limited (Engage) (established 2008). Oakwood and Engage were
acquired by Pepper Global in September 2013 and both were rebranded
as Pepper (UK) Limited in February 2014. In March 2025, Pepper
Advantage was acquired by J. C. Flowers & Co. Law Debenture
Corporate Services Limited shall be appointed as the back-up
servicer facilitator to the transaction.
The mortgage portfolio consists of GBP 322.9 million second lien
owner-occupied mortgages secured by properties in the UK.
The transaction includes a prefunding mechanism where the seller
has the option to sell the mortgage loans to the Issuer subject to
certain conditions to prevent a material deterioration in credit
quality (the Conditions for Acquisition of Additional Mortgage
Loans). As of the 31 January 2026 reference date, the expected
Castell 2026-1 mortgages loans to be acquired amounted to 19% of
the portfolio. The acquisition of these assets shall occur before
the second interest payment date using the proceeds standing to the
credit of the prefunding reserves. Any funds that are not applied
to purchase additional loans will flow through the pre-enforcement
principal priority of payments and pay down the rated notes on a
pro rata basis.
The Issuer issued eight tranches of collateralised mortgage-backed
securities (the Class A notes as well as the Class B, Class C,
Class D, Class E, Class F, Class G, and Class H notes) to finance
the purchase of the portfolio and the prefunding principal reserve
ledger at closing. Additionally, the Issuer issued two classes of
noncollateralised notes, the Class X1 and Class X2 notes.
The transaction is structured to initially provide 24.0% of credit
enhancement to the Class A notes, comprising subordination of the
Class B to Class H notes.
The transaction features a fixed-to-floating interest rate swap,
given the presence of a significant portion of fixed-rate loans
(with a compulsory reversion to floating in the future) while the
liabilities shall pay a coupon linked to the daily compounded
Sterling Overnight Index Average. The swap counterparty to be
appointed at closing will be Lloyds Bank Corporate Markets PLC
(Lloyds). Based on Morningstar DBRS' private credit rating on
Lloyds, the downgrade provisions outlined in the documents, and the
transaction structural mitigants, Morningstar DBRS considers the
risk arising from the exposure to Lloyds to be consistent with the
credit ratings assigned to the rated notes as described in
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology (the
Legal Criteria).
Furthermore, Citibank N.A., London Branch shall act as the Issuer
Account Bank and National Westminster Bank Plc shall be appointed
as the Collection Account Bank. Both entities are privately rated
by Morningstar DBRS, meet the eligible credit ratings in structured
finance transactions, and are consistent with the credit ratings
assigned to the rated notes as described in the Legal Criteria.
Liquidity support is provided by a liquidity reserve fund (LRF),
which shall cover senior costs and expenses as well as interest
shortfalls on the Class A and Class B notes. At closing, the LRF is
0 and will be funded on the first interest payment date (IPD)
through principal receipts until the LRF Target amount has been
transferred. From that date onwards, the LRF will be funded through
revenue. Any liquidity reserve excess amount will be applied as
available principal receipts, and the reserve will be released in
full once the Class B notes are fully repaid. The target amount is
the maximum of 1.0% of the Class A or Class B notes. The LRF
amortises in line with these notes with no triggers. In addition,
principal borrowing is also envisaged under the transaction
documentation and can be used to cover senior costs and expenses as
well as interest shortfalls on the Class A to Class G notes.
However, the latter will be subject to a principal deficiency
ledger (PDL) condition, which states that if a given class of notes
is not the most senior class outstanding, when a PDL debit of more
than 10% of such class (IPD)exists, principal borrowing will not be
available. Interest shortfalls on the Class B to Class H notes, as
long as they are not the most senior class outstanding, shall be
deferred and not be recorded as an event of default until the final
maturity date or such earlier date on which the notes are fully
redeemed.
Product switches will be allowed for the loans in the portfolio up
to a limit of 15% of the portfolio at closing, prior to the step-up
date and subject to satisfaction of specific permitted product
switch criteria. If any of these product switches result in breach
of the criteria, such loans will be repurchased by the seller.
Please note that Pepper does not currently offer product switches
in respect of its second-lien mortgage products.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement.
-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities.
-- Morningstar DBRS calculated the probability of default (PD),
loss given default (LGD), and expected losses assumptions on the
mortgage portfolio by using the European RMBS Insight Model.
-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the noteholders according to the terms and
conditions of the notes. Morningstar DBRS analysed the transaction
cash flows using Intex DealMaker.
-- The consistency of the transaction's legal structure with the
Legal Criteria and the presence of legal opinions addressing the
assignment of the assets to the Issuer.
-- The relevant counterparties, as rated by Morningstar DBRS, are
appropriately in line with the Legal Criteria to mitigate the risk
of counterparty default or insolvency.
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as downgrade and
replacement language in the transaction documents.
-- The sovereign credit rating of the United Kingdom of Great
Britain and Northern Ireland, currently rated AA with a Stable
trend as of the date of this report.
Morningstar DBRS' credit ratings on Rated Notes address the credit
risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related Interest Amounts and the
related Class Balances.
Morningstar DBRS' credit ratings on the Rated Notes also address
the credit risk associated with the increased rate of interest
applicable to the Rated Notes if the Rated Notes are not redeemed
on the Optional Redemption Date (as defined in and) in accordance
with the applicable transaction documents.
Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations.
Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.
Notes:
All figures are in British pound sterling unless otherwise noted.
ELSTREE 2026-1: S&P Assigns BB (sf) Rating to Class X Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Elstree 2026-1
Mix PLC's class A to X notes. At closing, Elstree 2026-1 Mix also
issued unrated RC1 and RC2 residual certificates.
S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, the ultimate payment
of principal on the class X notes, and the ultimate payment of
interest and principal on the other rated notes.
Of the loans in the closing pool, 37.2% are first-lien buy-to-let
(BTL) mortgages, 58.9% are second-lien owner-occupied mortgages,
and 3.9% are second-lien BTL mortgages.
The loans in the pool were originated by West One Secured Loans
Ltd. (WOSL), which is a wholly owned subsidiary of Enra Specialist
Finance Ltd., predominantly in 2025. This is Enra's eighth
securitization and sixth composed of exposure to both their first-
and second-lien mortgage book.
The class A and B-Dfrd notes benefit from liquidity provided by a
liquidity reserve fund, and principal can be used to pay senior
fees and interest on the rated notes, subject to various
conditions.
The transaction features a swap that will pay to the issuer a
coupon based on the compounded daily Sterling Overnight Index
Average, and the issuer pay to the swap provider a fixed rate on
the fixed-rate loans before reversion.
The closing pool of GBP277.1 million is expected to be supplemented
by additional prefunding loans totaling GBP1.6 million prior to the
first interest payment date.
WOSL will service the portfolio. There are no rating constraints in
the transaction under our counterparty, operational risk, or
structured finance sovereign risk criteria. S&P considers the
issuer to be bankruptcy remote, subject to our review of the
executed transaction documents and legal opinions.
Ratings
Class Rating* Amount (mil. GBP)
A AAA (sf) 229.947
B-Dfrd AA (sf) 20.904
C-Dfrd A (sf) 13.239
D-Dfrd BBB (sf) 9.059
E-Dfrd BB+ (sf) 4.181
F-Dfrd B+ (sf) 1.394
X BB (sf) 5.574
RC1 residual
Certificates NR N/A
RC2 residual
Certificates NR N/A
*S&P said, "Our ratings address timely receipt of interest and
ultimate repayment of principal for the class A notes, the ultimate
payment of principal on the class X notes, and the ultimate payment
of interest and principal on the other rated notes. Our ratings
also address the timely receipt of interest on the rated notes when
they become most senior outstanding. Any deferred interest is due
immediately when the class becomes the most senior class
outstanding."
SONIA--Sterling Overnight Index Average.
NR--Not rated.
N/A--Not applicable.
HH NO.1: PwCoopers Appointed as Joint Administrators
----------------------------------------------------
HH No.1 Limited, fka HH No.1 Limited, was placed into
administration in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency and Companies List (ChD),
No CR-2026-01927, and David Baxendale (IP No. 10972), Iain Boot (IP
No. 31390) and Peter Dickens (IP number 13210) of
PricewaterhouseCoopers LLP were appointed as Joint Administrators
on March 12, 2026.
The company engages in the renting and operating of Housing
Association real estate.
The company's registered office and principal trading address is
at 6 Wellington Place, Fourth Floor, Leeds, England, LS1 4AP.
The Joint Administrators can be reached at:
David Baxendale (IP No. 10972)
Iain Boot (IP No. 31390)
PricewaterhouseCoopers LLP
7 More London Riverside, London, SE1 2RT
-- and --
Peter Dickens (IP number 13210)
PricewaterhouseCoopers LLP
1 Hardman Square, Manchester, M3 3EB.
For further details, contact:
PricewaterhouseCoopers LLP
Tel. No: 0113 289 4000
Email: uk_hhpod1queries@pwc.com
Data processing details are available in the privacy statement at
pwc.co.uk
MITCHELLS & BUTLERS: S&P Affirms 'B+ (sf)' Rating on 2 Note Classes
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BBB+ (sf)', 'BBB (sf)', 'BB (sf)',
'B+ (sf)', and 'B+ (sf)' credit ratings on Mitchells & Butlers
Finance PLC's class A, AB, B, C, and D notes, respectively.
S&P said, "While the class A notes, as explained below, have upside
potential due to an improved debt service coverage ratio (DSCR) and
leverage, we believe downside risk remains as the pub sector is
still under pressure from ongoing macroeconomic uncertainties
around weak consumer sentiment and geopolitical tensions. We
therefore affirmed our 'BBB+ (sf)' rating on this class of notes."
Mitchells & Butlers Finance is a U.K. corporate securitization of
Mitchells & Butlers Retail Ltd.'s (Mitchells & Butlers Retail or
the borrower) managed pub estate operator operating business. It
originally closed in November 2003 and was subsequently tapped in
September 2006.
Recent performance and macroeconomic considerations
Mitchells & Butlers Retail disposed of seven pubs from its
securitized portfolio in the 2025 fiscal year that ended in
September 2025. The issuer reported total revenue of GBP1,980
million, which increased by about 3.7% from fiscal year (FY) 2024,
underpinned by price increases on broadly flat volume and an
ongoing premiumization trend that supported spend per head. With
robust cost control and productivity measures partly offsetting
inflation in labor and other costs, the issuer's reported EBITDA
margin (pre-IFRS 16) decreased slightly to 17.3% from 17.5% in
2024. This remains below pre-COVID-19 pandemic levels of about 22%
in 2019. Consequently, while revenue per pub already exceeded the
2019 level in 2023, S&P forecasts management-reported EBITDA and
EBITDA per pub will only reach the 2019 level in 2027.
S&P said, "Trading through the first quarter of FY2026 (period
ending Jan. 10, 2026) was in line with our forecast. The group
parent, Mitchells & Butlers PLC, reported a like-for-like sales
increase of 7.7% in the festive season, which is lower than the
10.4 % in the same period for 2025. The group's sales growth
continues to outperform the pub sector, which faces soft volume
amid weak consumer sentiment and macroeconomic uncertainty, to
which pub operators respond with more promotions or slower price
increases. We expect Mitchells & Butlers Retail's scale, the brand
diversity of its mainly suburban estate, and investments in
tailoring its estate and menu propositions to consumer preferences,
should mitigate some volume pressure. Should the U.K. macroeconomy
continue to show signs of weakness, such as an increase in the
unemployment rate, it could further squeeze consumers'
discretionary spending, leading to lower volume and spend per head
even for the larger pub operators. Within the securitization
portfolio, we expect revenue for FY2026 to increase by about 3.1%
from the 2025 level and to top GBP2.0 billion."
The profitability of the sector has stabilized at a lower
equilibrium compared with pre-pandemic levels. This reflects
continually weaker consumer sentiment and structurally higher
operating costs following the post-pandemic inflationary period,
and labor costs in particular gaining an increasingly higher share
of the total cost base (due to national living wage rises and
recent changes to employers' national insurance contributions). S&P
said, "We also consider the input and electricity costs volatility
amid supply chain challenges from various regulations exacerbated
by tariff tensions and geopolitical conflicts. In our view, what
underpins a stabilized margin in our forecast periods, albeit at a
lower level, is that large operators will still have some headroom
in streamlining costs in labor scheduling, energy use, and scaling
up the efficiency initiatives across their estate, together with
broader efforts in capturing footfall and spending per customer
through targeted marketing, menu engineering, and ongoing upgrades
and improvements of the physical locations. We expect the
borrower's S&P Global Ratings-adjusted EBITDA of about GBP370
million in FY2026, and S&P Global Ratings-adjusted EBITDA margin to
decline by about 30 basis points year-over-year to approximately
18.2% with headwinds from the labor cost inflation and more recent
input cost pressures, including a spike in the cost of red meat. We
expect the S&P Global Ratings-adjusted EBITDA margin to stabilize
at about 18.4% by FY2027."
Rating Rationale
The transaction features five classes of notes (A, AB, B, C, and
D), the proceeds of which have been on-lent by Mitchells & Butlers
Finance, the issuer, to Mitchells & Butlers Retail, via
issuer-borrower loans. The operating cash flows generated by
Mitchells & Butlers Retail are available to repay the issuer's
borrowings that, in turn, uses those proceeds to service the notes.
Each class of notes is fully amortizing.
Mitchells & Butlers Finance's primary sources of funds for
principal and interest payments on the outstanding notes are the
loan interest and principal payments from the borrower and amounts
available under the liquidity facility.
S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. Our
ratings address the timely payment of interest and principal due on
the notes, excluding any subordinated step-up interest. They are
based primarily on our ongoing assessment of the borrowing group's
underlying business risk profile (BRP), and the robustness of
operating cash flows supported by structural enhancements.
"We begin our analysis with the construction of our base-case
operating cash flow projections and a determination of a base case
anchor, which does not reflect the liquidity support at the issuer
level. We then perform downside analysis, which aims to refine our
base-case anchor depending on the resilience of the tranche to
downside conditions. We model 15.0% declines in S&P Global
Ratings-adjusted EBITDA for Mitchells & Butlers Retail managed
estate due to stress factors such as market or competitive
developments in the industry, demand fluctuations, or operating
cost changes, etc. In our downside analysis, we give benefit to
structural forms of support, generally in the form of liquidity
support. We then perform our modifier and comparable rating
analysis."
Business risk profile
S&P continues to assess the borrower's BRP as fair, supported by
the group's strong position as one of the top three pub operators
in the U.K., its well-invested estate, and its family-friendly
offering, with drinks generating just over half of its revenue.
DSCR analysis
S&P's cash flow analysis serves to both assess if cash flows will
be sufficient to service debt through the transaction's life and to
project minimum DSCRs in our base-case and downside scenarios.
Counterparty risk
S&P said, "We do not consider the liquidity facility and bank
account agreements to be in line with our counterparty criteria,
due to the weakness of the contractual remedies provided in the
documentation. Therefore, our ratings on the notes in this
transaction are capped at the weakest issuer credit rating (ICR)
among the bank account providers (Barclays Bank PLC and Santander
U.K. PLC) and the liquidity facility providers (Lloyds Bank
Corporate Markets PLC and HSBC Bank PLC).
"The notes are supported by hedging agreements with NatWest Markets
PLC (interest rate swaps for all the floating rate notes and
cross-currency swap on the class A3N notes) and Citibank N.A.
London branch (interest rate swaps on the class A4, AB, C2, and D1
notes). We assess the collateral framework as low under our
counterparty criteria, notably due to the length of the remedy
period to begin collateral posting, while the replacement
commitment is robust enough that we give credit to it. As the swaps
in this transaction are collateralized, we consider the resolution
counterparty rating (RCR) on the swap counterparty as the
applicable counterparty rating."
This combination of factors results in a maximum supported rating
on the notes at the level of the lowest applicable rating among the
ICR on the account banks, the ICR on the liquidity facility
providers, and the RCR on the swap counterparties. The current
minimum applicable rating is at least equal to the ratings on the
senior notes, so they do not currently constrain our ratings.
Outlook
The pub sector's margins stabilized at a new, lower equilibrium as
the sector grapples with demand and cost headwinds. S&P expects pub
operators to continue to prioritize agility in meeting shifting
consumer preferences, efficiency of their operations, and cash
generation, underpinning the new margin levels and growing the
maintenance covenant headroom.
For many rated pub operators, their significant freehold property
portfolios offer substantial operational and financial flexibility.
Proceeds generated from disposals provide an additional source of
funding for capital investment to underpin strategic initiatives.
S&P still expects the quality of earnings to remain the defining
factor in the pub operators' credit profile compared with the
amount of real estate ownership.
Downside scenario
S&P said, "We may consider lowering our ratings on the notes if
their minimum projected DSCRs in our downside scenario have a
material, adverse effect on each tranche's resilience-adjusted
anchor.
"We could also lower our ratings on the class A, AB, B, C, or D
notes if a deterioration in trading conditions related to a general
weakness in consumer spending materially increases leverage at the
borrowing group from the current level or reduces cash flows
available to the borrowing group to service its rated debt.
However, the quality of earnings will, in our view, be largely
driven by industry trading conditions and the pubs' ability to
manage competitive and cost pressures amid consumer demand
volatility. Consequently, our ratings on the notes may be
negatively affected if the borrower's revenue- and margin-driving
measures are less effective in mitigating cost headwinds compared
to our forecast, or if there are any missteps in working capital
management leading to significant cash outflows, that would use up
the existing covenant headroom or lead to lower profitability
equilibrium than expected."
Upside scenario
S&P said, "Due to ongoing macroeconomic uncertainties around weak
consumer sentiment and geopolitical tensions, we do not anticipate
raising our assessment of Mitchells & Butlers Retail's BRP over the
near to medium term. We could raise our ratings on the class B, C,
or D notes if our assessment of the borrower's overall
creditworthiness improves, which reflects its financial and
operational strength over the short- to medium-term. In particular,
we would consider lower leverage and the ability to generate higher
cash flows, as well as higher covenant headroom, when evaluating
the scale of any improvement. Also, we could raise our ratings on
the class A and AB notes, if the company continues to prove
resilience to and navigate cost pressures and soft consumer
sentiment, and if our minimum DSCRs improve to the upper end of
their current respective minimum base-case DSCR ranges."
PAVILLION MORTGAGES 2026-1: DBRS Gives (P)BB Rating to Cl. F Notes
------------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) assigned provisional credit
ratings to the following classes of notes to be issued by Pavillion
Mortgages 2026-1 PLC (the Issuer):
-- Class A1 at (P) AAA (sf)
-- Class A2 at (P) AAA (sf)
-- Class B at (P) AA (sf)
-- Class C at (P) A (sf)
-- Class D at (P) BBB (sf)
-- Class E at (P) BB (high) (sf)
-- Class F at (P) BB (sf)
The provisional credit ratings assigned to the Class A1 and Class
A2 notes (together, the Class A notes) address the timely payment
of interest and the ultimate repayment of principal by the legal
final maturity date. The provisional credit ratings assigned to the
Class B, Class C, Class D, Class E, and Class F notes address the
timely payment of interest once it is the most senior class and the
ultimate repayment of principal by the legal final maturity date.
Morningstar DBRS does not rate the Class G and Class Z notes, nor
the Class S and Class Y certificates also expected to be issued in
the transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in the UK. The collateralised notes are backed by
first-lien owner-occupied (56.3%) and buy-to-let (43.4%)
residential mortgage loans originated by Barclays Bank UK PLC
(BBUK).
The transaction features a Liquidity Reserve Fund (LRF), which will
provide liquidity support to the Class A and Class B notes, and the
Class S Certificate in the priority of payments. The initial
balance of the LRF will be 0.5% of (100/95) of the Class A and
Class B notes' outstanding balance at closing; on each IPD the
target level of the LRF will be 0.5% of (100/95) of the outstanding
balance of the Class A and Class B notes as at the end of the
collection period until the Class B notes have redeemed.
The transaction also features a General Reserve Fund (GRF), which
will provide liquidity support for the rated notes. The target
balance of the GRF will be equal to 0.50% of the portfolio
outstanding balance at closing minus the LRF target balance. In
other words, the general reserve will be initially funded to its
initial balance of GBP 533 thousand and its target balance will
then increase as the LRF amortises.
Morningstar DBRS calculated the credit enhancement for the Class A
notes at 16.25%, which is provided by the subordination of the
Class B to Class G notes. Credit enhancement for the Class B notes
will be 10.00%, provided by the subordination of the Class C to
Class G notes. Credit enhancement for the Class C notes will be
6.50%, provided by the subordination of the Class D to Class G
notes. Credit enhancement for the Class D notes will be 3.25%,
provided by the subordination of the Class E to Class G notes.
Credit enhancement for the Class E notes will be 1.00%, provided by
the subordination of the Class F to Class G notes. Credit
enhancement for the Class F notes will be 0.25%, provided by the
subordination of the Class G notes.
As of 31 October 2025, the mortgage portfolio consisted of 5,097
loans with an aggregate principal balance of GBP 1.07 billion. More
than half of the loans in the pool (59% of the initial collateral
balance) were originated between 2022 and 2025, with the rest
having been granted from 2013 to 2021. Most mortgage loans in the
asset portfolio were granted to employed borrowers (80.4%) and
self-employed borrowers (15.9%), and are all secured by a
first-ranking mortgage right.
The provisional portfolio contains 45% fixed-rate loans with a
fixed-rate period. Once their fixed-rate period is over, the loans
will switch to a floating rate of interest. As of the cut-off date,
70% of the mortgage loans were reported as performing, 20% were
reported as delinquent with arrears up to three months, and 10%
delinquent with arrears above three months.
BBUK originated and services the mortgages. CSC Capital Markets UK
Limited will be the backup servicer facilitator in the
transaction.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;
-- The mortgage portfolio's credit quality and the servicer's
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine and analysed the mortgage
portfolio in accordance with its "European RMBS Insight
Methodology";
-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class F notes according to the terms of the transaction
documents;
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;
-- Morningstar DBRS' sovereign credit rating on the United Kingdom
of Great Britain and Northern Ireland of AA with a Stable trend as
of the date of this press release; and
-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal and Derivative Criteria for European
and Asia-Pacific Structured Finance Transactions" and the presence
of legal opinions that are expected to address the assignment of
the assets to the Issuer.
Morningstar DBRS' credit ratings on the rated notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated notes are the related
interest amounts and the related class balances.
Morningstar DBRS' credit ratings on the rated notes also address
the credit risk associated with the increased rate of interest
applicable to each of the rated notes if the rated notes are not
redeemed on the Optional Redemption Date (as defined in and) in
accordance with the applicable transaction document(s).
Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations.
Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.
Notes:
All figures are in British pound sterling unless otherwise noted.
TOGETHER ASSET 2026-1ST1: DBRS Finalizes B(low) Rating on X2 Notes
------------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) finalised its provisional
credit ratings on the residential mortgage-backed notes issued by
Together Asset Backed Securitisation 15 2026-1ST1 PLC (the Issuer)
as follows:
-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (high) (sf)
-- Class E at BBB (sf)
-- Class X1 at BB (high) (sf)
-- Class X2 at B (low) (sf)
The credit rating on the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date in March 2067. The credit ratings on the
Class B, Class C, Class D, and Class E notes address the timely
payment of interest once they are the most senior class of notes
outstanding and, until then, the ultimate payment of interest and
the ultimate repayment of principal on or before the final maturity
date. The credit ratings on the Class X1 and Class X2 notes address
the ultimate payment of interest and the ultimate repayment of
principal on or before the final maturity date. Morningstar DBRS
does not rate the residual certificates also issued in this
transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in England and Wales. The notes issued funded the
purchase of residential assets originated by Together Personal
Finance Limited (TPFL) and Together Commercial Finance Limited
(TCFL), part of the Together Financial Group (Together) in the UK.
TPFL and TCFL both act as the servicers of the respective loans in
the portfolio. Together is a UK specialist provider of property
finance. BCMGlobal Mortgage Services Limited acts as the standby
servicer.
The initial mortgage portfolio consists of GBP 528 million of
first-lien owner-occupied (OO) and buy-to-let (BTL) mortgages
secured by properties in the UK.
The Issuer issued five tranches of collateralised mortgage-backed
securities (the Class A, Class B, Class C, Class D, and Class E
notes) to finance the purchase of the portfolio. Additionally, the
Issuer issued two classes of noncollateralised notes, the Class X1
and Class X2 notes.
The transaction is structured to initially provide 10.0% of credit
enhancement to the Class A notes, including subordination of the
Class B to Class E notes.
The transaction features a fixed-to-floating interest rate swap,
given the presence of a portion of fixed-rate loans with a
compulsory reversion to floating in the future. The liabilities pay
a coupon linked to the daily compounded Sterling Overnight Index
Average. Natixis S.A. (Natixis) is the swap counterparty as of
closing. Based on Morningstar DBRS' private credit rating on
Natixis, the downgrade provisions outlined in the documents, and
the transaction structural mitigants, Morningstar DBRS considers
the risk arising from the exposure to the swap counterparty to be
consistent with the credit ratings assigned to the rated notes as
described in Morningstar DBRS' "Legal and Derivative Criteria for
European and Asia-Pacific Structured Finance Transactions"
methodology.
Furthermore, U.S. Bank Europe DAC, U. K. Branch acts as the Issuer
Account Bank, and National Westminster Bank Plc was appointed as
the Collection Account Bank. Morningstar DBRS privately rates both
entities, which meet the eligible credit ratings in structured
finance transactions and are consistent with the credit ratings
assigned to the rated notes as described in Morningstar DBRS'
"Legal and Derivative Criteria for European and Asia-Pacific
Structured Finance Transactions" methodology.
A Liquidity Facility (LF) provides liquidity in the transaction and
is amortising and sized at 1.1% of the outstanding Class A and
Class B notes' balance. It covers senior costs and expenses, swap
payments, and interest shortfalls for the Class A and Class B notes
(the latter if the Class B principal deficiency ledger (PDL) is not
greater than 10% of the Class B outstanding principal amount (PDL
condition) or when the Class B notes are the most senior class
outstanding). A Liquidity Reserve Fund (LRF) will be funded from
the step-up date through available principal and sized at 1.1% of
the outstanding balance of the Class A and Class B notes, while the
LF is reduced by the amounts transferred to the LRF ledger. Any
liquidity reserve excess amount will be applied as available
principal receipts. The reserve will be released in full once the
Class B notes are fully repaid. In addition, principal borrowing is
also envisaged under the transaction documentation and can be used
to cover for any shortfall in payment of senior fees, swap
payments, issuer profit amount, amounts due to the LF provider, and
interest shortfalls of the most senior outstanding class of notes
(except the Class X1 and Class X2 notes). Principal is to be used
ahead of the LRF and LF.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;
-- The mortgage portfolio's credit quality and the servicer's
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine and analysed the mortgage
portfolio in accordance with its "European RMBS Insight
Methodology";
-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, Class X1, and Class X2 notes according to the terms of the
transaction documents;
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;
-- Morningstar DBRS' sovereign credit rating on the United Kingdom
of Great Britain and Northern Ireland of AA with a Stable trend as
of the date of this press release; and
-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology and the
presence of legal opinions that address the assignment of the
assets to the Issuer.
Morningstar DBRS' credit ratings on the rated notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated notes are the related
interest amounts and the related class balances.
Morningstar DBRS' credit ratings on the rated notes also address
the credit risk associated with the increased rate of interest
applicable to each of the rated notes if the rated notes are not
redeemed on the Optional Redemption Date (as defined in and) in
accordance with the applicable transaction document(s).
Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations.
Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.
Notes: All figures are in British pound sterling unless otherwise
noted.
VUE ENTERTAINMENT: Moody's Ups CFR to Caa1, "LD" Appended to PDR
----------------------------------------------------------------
Moody's Ratings has upgraded Vue Entertainment International
Limited's (Vue) corporate family rating to Caa1 from Caa2. At the
same time, Moody's have upgraded and revised Vue's probability of
default rating to Caa1-PD/LD from Caa2-PD.
Moody's appended the "LD" designation to the PDR to signal that a
"limited default" has occurred. The designation results from
Moody's views that the A&E transaction is a distressed exchange.
The "LD" component will be removed after three business days.
Accordingly, the PDR will be revised back to Caa1-PD.
Simultaneously, Moody's upgraded the super priority senior secured
term loan rating and the new money senior secured term loan rating
to B2 from B3, the 1.5 lien senior secured term loan rating to B3
from Caa2 and the reinstated senior secured term loan rating to
Caa2 from Caa3.
The outlook is stable.
RATINGS RATIONALE
The upgrade of the CFR reflects Vue's improving operating
performance, a strong film slate, and the successful extension of
near-term maturities, which together alleviate immediate default
risk.
The global cinema sector benefits from an improving backdrop,
characterised by stable admissions, continued pricing gains, and an
encouraging 2026 film slate, which underpins Moody's expectations
of further revenue growth for Vue. Moody's notes that despite
competition from a wide range of streaming services cinemas remain
the least expensive out-of-home entertainment option, which
supports demand resilience even in a softer macroeconomic
environment.
Vue's credit metrics have strengthened, with EBITA margins
increasing to 12.1% in fiscal 2025 (ended November 2025) from 8.8%
in fiscal 2024, reflecting better pricing and operating leverage.
Gross leverage reduced to 7.4x in fiscal 2025 from 8.3x in fiscal
2024, and Moody's expects scope for further improvement over the
medium term under its base case assumptions. However, EBITA
interest coverage remains below 1.0x, and free cash flow continues
to be negative, constraining the company's financial flexibility.
Key risks to the ratings include weaker-than-expected operating
performance, for example as a result of lacklustre demand, which
could place renewed pressure on leverage, coverage and cash flow.
Such weakened demand could result from a softer macroeconomic
environment weighing on discretionary consumer spending.
Vue's Caa1 CFR continues to reflect its geographically diversified
footprint, with established market positions across the UK,
Germany, Poland, Italy and the Netherlands, which supports
resilience through exposure to multiple European markets. Cinemas
are expected to remain an integral component of film studios'
distribution strategies, and Vue's strong regional presence and
access to local-language content reduce its reliance on major
global studios relative to some peers. These strengths are
constrained by the company's exposure to a mature and structurally
challenged cinema industry, where rationalisation is increasingly
likely, alongside high Moody's adjusted leverage, with deleveraging
dependent on sustained earnings growth. Credit quality is further
constrained by the inherent volatility of box office performance,
which is highly sensitive to film quality, release timing, audience
appeal and marketing effectiveness, as well as ongoing pressure on
cinema attendance from competition with studio owned
subscription-based video on demand services.
This rating action is predicated upon Moody's baseline scenario
which assumes a short-lived conflict in the Middle East, likely a
matter of weeks. Nevertheless, Moody's recognizes that Vue is
exposed to a further deterioration in the Middle East conflict
through weaker macroeconomic conditions, which may have more
consequential impact on its creditworthiness.
ESG CONSIDERATIONS
Vue's A&E transaction that Moody's viewed as a distressed exchange
reflects its aggressive financial policy; still, Moody's expects
the company's capital structure to become more sustainable as its
performance improves and leverage reduces.
LIQUIDITY
Moody's assess Vue's liquidity position as weak, with cash on
balance sheet of GBP79.6 million at the end of fiscal 2025. Under
Moody's base case, the company is expected to be able to meet its
operational and debt service needs, although headroom remains
limited given weak interest coverage and negative free cash flow.
STRUCTURAL CONSIDERATIONS
The reinstated senior secured term loan is rated Caa2, one notch
below Vue's Caa1 CFR, reflecting its most subordinate position in
the capital structure. The super senior secured term loan and new
money facility rank pari passu and are rated B2, reflecting their
seniority in the capital structure. The 1.5 lien senior secured
term loan is rated B3 reflecting the relative sizes of the
obligations in Vue's capital structure as determined by Moody's
Loss Given Default (LGD) model.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that Vue's credit
profile will continue to strengthen in 2026 while interest cover
will remain below 1x and liquidity continues to be limited.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the ratings if Vue's EBITA/interest is
consistently sustained at over 1.0x and the company comfortably
achieves at least breakeven free cash flow while maintaining its
leverage below 7.0x and demonstrating sustainable strengthening in
operating performance.
Deteriorating operating performance, weakening financial metrics or
weakening liquidity could lead us to downgrade Vue's ratings.
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.
Vue Entertainment International Limited is a leading international
cinema operator, managing well-known brands in major European
markets, and is in the top three European cinema operators by the
number of screens. The company, originally founded in 1998, has
grown through a number of acquisitions. As of March 2026, the
company operated 224 cinemas and 1,986 screens across the UK,
Ireland, Germany, Denmark, Poland, Italy, the Netherlands, and the
Baltics. In fiscal 2025, the company reported revenue of GBP781.4
million and a company adjusted EBITDA (after rental expense) of
GBP54.6 million.
===============
X X X X X X X X
===============
[] BOOK REVIEW: Transnational Mergers and Acquisitions
------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni
Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.
Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.
Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?
To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.
Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.
Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.
*********
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 * * *