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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Monday, April 13, 2026, Vol. 27, No. 73

                           Headlines



F R A N C E

CLARIANE SE: S&P Rates New EUR500MM Senior Unsecured Bond 'B+'


G E R M A N Y

FORTUNA CONSUMER 2026-1: Fitch Assigns BB-sf Rating to Cl. F Notes
OXEA INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Negative


I R E L A N D

ARMADA EURO X: Fitch Assigns 'B-sf' Final Rating to Class F Notes
ARMADA EURO X: S&P Assigns B- (sf) Rating to Class F Notes
CONTEGO CLO XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
CONTEGO CLO XV: S&P Assigns B- (sf) Rating to Class F Notes


K A Z A K H S T A N

RBK JSC: Fitch Assigns 'BB' Long-Term IDR, Outlook Stable


U N I T E D   K I N G D O M

DOWSON 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating to Class X1 Notes
DOWSON 2026-1: S&P Assigns Prelim B (sf) Rating to X1-Dfrd Notes
LERNEN BONDCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
MILLER HOMES: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
NEWGATE FUNDING 2007-1: Fitch Affirms BB+sf Rating on E, F Notes

PAVILLION 2026-1: Fitch Assigns 'B+(EXP)sf' Rating to Class F Debt
VUE ENTERTAINMENT: S&P Raises ICR to 'B-' on Maturities' Extension

                           - - - - -


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F R A N C E
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CLARIANE SE: S&P Rates New EUR500MM Senior Unsecured Bond 'B+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating and '3' recovery
rating to Clariane SE's proposed EUR500 million senior unsecured
bond with a five-year tenure. The '3' recovery rating indicates our
expectation of meaningful recovery (50%-70%; rounded estimate: 65%)
in a hypothetical event of default. The rating is in line with its
existing issue rating on Clariane's EUR500 million senior unsecured
bond maturing 2030, issued in early 2025, which was EUR400 million
at the date of the issuance.

While the new bond will have a tenure of five years, final terms
will depend on market conditions and appetite. Clariane will use
the proceeds from the bond to manage 2026, 2027, and 2028
maturities, at maturities or in advance, including EUR271 million
of Euro private placement and EUR246 million of Schuldschein.

S&P notes that the proposed bonds will rank at the same seniority
as other unsecured instruments in the capital structure, which are
also sitting at the Clariane SE level. These mostly comprise:

-- A EUR500 million bond maturing 2030;

-- A social bond of EUR300 million maturing in 2030;

-- Other unsecured loans for EUR527 million (Schuldschein,
European Investment Bank, and others) maturing in 2029;

-- A term loan for EUR300 million maturing 2029;

-- EUR402 million RCF (currently undrawn); and

-- Its OCEANE (convertible bonds) for EUR361 million, which the
company announced will be shortly repaid.

The group capital structure also comprises various instruments that
are priority debt in S&P's waterfall. These include a factoring
facility (currently drawn at EUR283 million); secured real estate
debt for about EUR682 million issued at the real estate vehicle
level; and other smaller secured instruments at the operating and
property company level, totaling nearly EUR262 million.

The group also has a deeply subordinated three-year non-callable
GBP200 million hybrid bond.

S&P said, "Our operating assumptions for Clariane are unchanged. We
project that revenue will increase by a modest 0.7% in 2026, mostly
reflecting perimeter effects after some asset disposals. We
forecast revenue will further expand by approximately EUR5,500
million-EUR5,600 million by 2027, primarily thanks to pricing, and
the company's ability to leverage on available space in existing
facilities, in addition to greenfield projects in key ramp-up
geographies (Spain, Italy, and the Netherlands).

"We forecast that S&P Global Ratings-adjusted EBITDA will gradually
increase to approximately EUR1,100 million-EUR1120 million in 2026,
translating into an adjusted margin of about 20%-22% from 2026
onward. As such, we expect free operating cash flow after leases to
be positive in 2026, at EUR145 million-EUR155 million, and a
gradual decrease in adjusted debt to EBITDA to below 7x in 2026."




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G E R M A N Y
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FORTUNA CONSUMER 2026-1: Fitch Assigns BB-sf Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Fortuna Consumer Loan ABS 2026-1 DAC's
class A to X notes final ratings, as listed below.

   Entity/Debt           Rating               Prior
   -----------           ------               -----
Fortuna Consumer
Loan ABS 2026-1
Designated
Activity Company

   A XS3299549439     LT AAAsf  New Rating    AAA(EXP)sf
   B XS3299544984     LT AA-sf  New Rating    AA-(EXP)sf
   C XS3299545015     LT Asf    New Rating    A(EXP)sf
   D XS3299545106     LT BBB-sf New Rating    BBB-(EXP)sf
   E XS3299545288     LT BBsf   New Rating    BB(EXP)sf
   F XS3299545445     LT BB-sf  New Rating    BB-(EXP)sf
   G XS3299545791     LT NRsf   New Rating    NR(EXP)sf
   R1 XS3299545957    LT NRsf   New Rating    NR(EXP)sf
   R2 XS3299546096    LT NRsf   New Rating    NR(EXP)sf
   X XS3299545874     LT BB+sf  New Rating    BB+(EXP)sf

Transaction Summary

Fortuna Consumer Loan ABS 2026-1 is a true-sale securitisation of a
15-month revolving pool of unsecured consumer loans sold by
auxmoney Investments Limited. The securitised consumer loan
receivables are derived from loan agreements entered into between
Süd-West-Kreditbank Finanzierung GmbH (SWK) and residents in
Germany, brokered by auxmoney GmbH through its online lending
platform.

KEY RATING DRIVERS

Narrowing Loss Expectations: Owing to the selection of target
borrowers, the assumed loss rates are at the upper end of those
seen in Fitch-rated German unsecured consumer loan transactions.
Fitch views the credit score calculated by auxmoney as the key
asset performance driver.

Fitch assumed a lower weighted average (WA) default base case of
7.25%, compared with 8.7% in Fortuna 2025-1, the last Fitch-rated
predecessor deal. This is due to lower concentrations at the
high-risk end of auxmoney's score classes and better default
expectations for some score classes based on historical
performance. Fitch applied a WA default multiple of 4.2x at 'AAA'
for the total portfolio, up from 4.0x. Fitch assumed a recovery
base case of 30%, unchanged from the predecessor.

Transaction Structure Adds Risk: The transaction features pro-rata
amortisation among the class A to F notes and a 15-month revolving
period. Both are subject to performance triggers, of which Fitch
views the principal deficiency ledger trigger as the most likely to
be breached. Replenishment adds some uncertainty to asset
performance, which is reflected in its asset assumptions. Pro-rata
amortisation can extend the life of the senior notes and expose
them to adverse developments towards the end of the transaction's
life. This has been accounted for in its cash flow modelling.

Hedging Structure Exposed to Mismatches: Interest-rate risk is
hedged using an interest-rate swap with a fixed schedule, in line
with the predecessor deal. The actual amortisation profile of the
portfolio and the hedged notes can differ substantially from the
fixed schedule, depending on default rates, prepayments and the
actual length of the revolving period. High defaults and
prepayments would expose the structure to over-hedging, which
reduces excess spread in a decreasing rate environment.

Bespoke Operational and Servicing Set-Up: auxmoney operates a data-
and technology-driven lending platform that connects borrowers and
investors on a fully digitalised basis. CreditConnect GmbH, a
subsidiary of auxmoney, is the servicer, with some servicing duties
also performed by SWK. No back-up servicer was appointed at
closing, in line with the previous transactions. Nonetheless, Fitch
believes the current set-up and the division of responsibilities
between the two entities sufficiently reduce servicing continuity
risk. Payment interruption risk is reduced by a liquidity reserve,
which covers more than three months of senior expenses and interest
on the class A to F notes.

RATING SENSITIVITIES

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

Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F/X)

Increase default rates by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BBsf'/'B-sf'/'BB+sf'

Increase default rates by 25%:
'AAsf'/'Asf'/'BBB+sf'/'BBsf'/'B+sf'/'CCCsf'/'BBsf'

Increase default rates by 50%:
'A+sf'/'BBB+sf'/'BBB-sf'/'BB-sf'/'CCCsf'/'NRsf'/'B+sf'

Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F/X)

Reduce recovery rates by 10%:
'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'B+sf'/'BB+sf'

Reduce recovery rates by 25%:
'AA+sf'/'AA-sf'/'A-sf'/'BB+sf'/'BBsf'/'Bsf'/'BB+sf'

Reduce recovery rates by 50%:
'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'BB-sf'/'CCCsf'/'BB+sf'

Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F/X)

Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BBsf'/'B-sf'/'BB+sf'

Increase default rates by 25% and reduce recovery rates by 25%:
'AAsf'/'Asf'/'BBBsf'/'BBsf'/'B-sf'/'NRsf'/'BBsf'

Increase default rates by 50% and reduce recovery rates by 50%:
'Asf'/'BBBsf'/'BB+sf'/'CCCsf'/'NRsf'/'NRsf'/'B-sf'

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

The class A notes are rated at the highest level of Fitch's scale
and cannot be upgraded.

Expected impact on the notes' ratings of reduced defaults and
increased recoveries (class B/C/D/E/F/X)

Reduce default rates by 10% and increase recovery rates by 10%:
'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'BBsf'/'BB+sf'

Reduce default rates by 25% and increase recovery rates by 25%:
'AAAsf'/'AAsf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB+sf'

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

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

DATA ADEQUACY

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

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

ESG Considerations

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

OXEA INTERNATIONAL: S&P Downgrades ICR to 'CCC+', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
OXEA International Holding GmbH and related entities, as well as
the issue rating on its senior secured debt, to 'CCC+' from 'B-'.

The negative outlook reflects the risk that OXEA's liquidity could
weaken materially in the coming 6-12 months if it does not obtain
sizeable new liquidity sources in a timely manner and the chemicals
market does not improve.

The downgrade is primarily driven by much weaker credit measures
than anticipated. S&P said, "We expect S&P Global Ratings-adjusted
EBITDA of EUR75 million-EUR80 million for the full year 2025, after
OXEA posted EUR59 million for the first nine months of 2025. This
translates into adjusted leverage of about 11x, which is materially
weaker than our previous forecast in 2025 of 5.0x-5.5x for
2025-2026. The poor performance has been driven by softening market
conditions, pressure from global overcapacity, and an industry-wide
destocking cycle resulting in lower-than-expected demand and margin
compression across the company's main end markets. The company's
performance has also been negatively affected by restructuring
costs and its exposure to subdued auto and construction markets, in
particular. We believe most of these headwinds are likely to
continue in 2026."

S&P said, "We think the company will be unable to improve its
performance in the short term, as market conditions are likely to
remain challenging for an extended period. The start of the Middle
East war in February has exacerbated an already soft market
environment for the chemical industry, characterized by weak
demand, high energy costs, and persistent overcapacity. In our
view, spillover effects from the Middle East war could include
higher input costs, weaker demand due to declining consumer and
business confidence, and potentially higher borrowing costs.
Although OXEA is not directly affected by the war as it has no
office or production site in the region, it is not immune to the
war's widespread effects, especially if it lasts for an extended
period with negative repercussions for energy markets, supply
chains, raw material prices, and demand. In our revised base case,
we no longer forecast any recovery in EBITDA in 2026 and anticipate
continued negative free operating cash flow (FOCF) in 2026,
resulting in leverage staying above 10x, supporting our view of the
company's unsustainable capital structure."

The company is also experiencing unexpected operational
disruptions. OXEA announced that a fire occurred on March 4, 2026
at its Bay City facility in Texas, triggering force majeure clauses
in client contracts. Although no injuries were reported, the
incident caused significant damage to critical equipment. S&P
understands that this could halt production for up to six weeks,
but it has limited visibility at this stage regarding the financial
impact net of any insurance claims. However, this is likely to
offset any improvement in profit in 2026, which the company had
previously targeted with an incremental increase of $20 million
EBITDA per year through the ramp-up of the facility in Texas.

In this context, S&P will monitor the liquidity position in the
coming months. Despite the company's term loans maturing in 2031
and our expectation that liquidity sources will cover sources for
the next 12 months, the company might face liquidity pressure by
the third quarter of 2026, as it needs to fund its capital
expenditure (capex) plans, manage working capital flows, and pay
quarterly interest expenses during a period of high market
volatility. In the absence of any new credit instrument in the next
months, OXEA's main shareholders, Strategic Value Partners and
Blantyre Capital, which own 75% and 25% respectively, could provide
financial support to avoid a liquidity squeeze.

The negative outlook reflects the risk that OXEA's liquidity could
weaken materially in the coming 6-12 months if it does not obtain
sizeable new liquidity sources in a timely manner and the chemicals
market does not improve.

S&P said, "Our base case anticipates adjusted EBITDA well below
EUR100 million in 2026, translating into materially negative FOCF
and adjusted debt to EBITDA above 10x.

"We could lower the rating if we foresaw a realistic possibility of
a liquidity squeeze in the next 12 months. This would be the case
if the company does not obtain new liquidity sources such as a
long-term committed facility or new equity, or if it burns cash
faster than we expect, which could be precipitated by a weaker
macro-environment than anticipated or further operational issues.

"We could revise the outlook to stable if the company's liquidity
position improves materially such that we view it as adequate, even
amid uncertain and adverse market conditions."




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I R E L A N D
=============

ARMADA EURO X: Fitch Assigns 'B-sf' Final Rating to Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Armada Euro CLO X DAC final ratings, as
detailed below.

   Entity/Debt                  Rating           
   -----------                  ------           
Armada Euro
CLO X DAC

   A XS3297698527            LT AAAsf  New Rating
   A-1 Loan                  LT AAAsf  New Rating
   A-2 Loan                  LT AAAsf  New Rating
   B XS3297698956            LT AAsf   New Rating
   C XS3297699251            LT Asf    New Rating
   D XS3297699418            LT BBB-sf New Rating
   E XS3297699681            LT BB-sf  New Rating
   F XS3297699848            LT B-sf   New Rating
   Sub Notes XS3297700018    LT NRsf   New Rating

Transaction Summary

Armada Euro CLO X DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target size of EUR400
million. The portfolio manager is Brigade Capital Europe Management
LLP. The CLO has a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL) test covenant at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the indicative portfolio to
be in the 'B'/'B+' category. The Fitch-weighted average rating
factor of the identified portfolio is 23.2.

Strong Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the indicative portfolio is 63.1%.

Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices, each based on a top 10 obligor concentration
limit of 20%. Two matrices are effective at closing, corresponding
to fixed-rate asset limits at 5% and 12.5% and to an 8.5-year WAL
test covenant. The remaining four matrices are effective 12 and 18
months after closing and correspond to a 7.5-year and seven-year
WAL test covenant, with the same fixed-rate asset limits as the
closing matrices. The two forward matrices can be elected by the
collateral manager if the collateral principal amount (with
defaults carried at Fitch collateral value) is at least equal to
the reinvestment target par balance.

The transaction includes additional covenants, including a maximum
exposure to the three largest Fitch-defined industries in the
portfolio at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
test covenant, to account for strict reinvestment conditions after
the reinvestment period, including the satisfaction of the
over-collateralisation test and Fitch's 'CCC' limit tests,
alongside a linearly decreasing WAL test covenant. These conditions
reduce the effective risk horizon of the portfolio during stress
periods.

RATING SENSITIVITIES

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

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

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

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

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

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

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread 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

Armada Euro CLO X DAC

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 Armada Euro CLO X
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.

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

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

The transaction has a 1.5-year non-call period and the portfolio's
reinvestment period will end 4.5 years after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,731.65
  Default rate dispersion                                 443.58
  Weighted-average life                                     5.19
  Obligor diversity measure                               109.44
  Industry diversity measure                               26.16
  Regional diversity measure                                1.37

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Target 'AAA' weighted-average recovery (%)               36.30
  Covenanted weighted-average spread (%)                    3.53
  Covenanted weighted-average coupon (%)                    3.00

Rating rationale

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

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the target weighted-average spread (3.53%), the
covenanted weighted-average coupon (3.00%), and the targeted
weighted-average recoveries calculated in line with our CLO
criteria for all classes of loans and notes. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

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

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

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

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

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

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

The ratings uplift for this class of notes reflects several key
factors, including:

-- Their available credit enhancement, which is in the same range
as that of other CLOs S&P has rated and that has recently been
issued in Europe.

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.96% (for a portfolio with a weighted-average
life of 5.19 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 5.19 years, which would result
in a target default rate of 16.608%.

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

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

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

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

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the A-1 and A-2 loans and class A to
E notes based on four hypothetical scenarios.

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

Environmental, social, and governance

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

Armada Euro CLO X DAC is a cash flow CLO securitizing a portfolio
of primarily European senior-secured leveraged loans and bonds. It
is managed by Brigade Capital Europe Management LLP.

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

  A         AAA (sf)    30.00    38.00            3mE + 1.20%
  A-1 loan  AAA (sf)   135.00    38.00            3mE + 1.20%
  A-2 loan  AAA (sf)    83.00    38.00            3mE + 1.20%
  B         AA (sf)     44.00    27.00            3mE + 1.75%
  C         A (sf)      24.00    21.00            3mE + 2.15%
  D         BBB- (sf)   28.00    14.00            3mE + 3.00%
  E         BB- (sf)    19.00     9.25            3mE + 4.65%
  F         B- (sf)     11.00     6.50            3mE + 8.77%
  Sub notes NR          30.30      N/A            N/A

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

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


CONTEGO CLO XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Contego CLO XV DAC's notes final
ratings, as detailed below.

   Entity/Debt                  Rating           
   -----------                  ------           
Contego CLO XV DAC

   A XS3290526055            LT AAAsf  New Rating
   B XS3290526485            LT AAsf   New Rating
   C XS3290526642            LT Asf    New Rating
   D XS3290527020            LT BBB-sf New Rating
   E XS3290527459            LT BB-sf  New Rating
   F XS3290527707            LT B-sf   New Rating
   Sub Notes XS3290528770    LT NRsf   New Rating

Transaction Summary

Contego CLO XV DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million that is actively managed by Five Arrows Managers LLP. The
CLO has a 4.5-year reinvestment period, and an 8.5-year weighted
average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 24.1.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.9%.

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

Portfolio Management (Neutral): The transaction includes three
matrix sets, each based on a top 10 obligor limit of 20%. Two
matrices are effective at closing, corresponding to fixed-rate
asset limits of 5% and 12.5% and an 8.5-year WAL test. The
remaining two matrix sets correspond to a 7.5-year and seven-year
WAL test, with the same fixed-rate asset limits as the closing
matrices. The two forward matrix sets can be elected by the manager
12 months and 18 months after closing, subject to the collateral
principal amount (with defaults carried at Fitch collateral value)
being at least equal to the reinvestment target par balance.

The transaction's 4.5-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

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

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than assumed, due to unexpectedly high levels
of default and portfolio deterioration. The class B to F notes have
two-notch cushions due to the better metrics and shorter life of
the identified portfolio than the Fitch-stressed portfolio. There
is no rating cushion for the class A notes.

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

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches each, except for the 'AAAsf' rated
notes.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, 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

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 Contego CLO XV
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.

CONTEGO CLO XV: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Contego CLO XV
DAC's class A, B, C, D, E, and F notes. The issuer also issued
unrated subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,823.86
  Default rate dispersion                                 422.88
  Weighted-average life (years)                             4.67
  Obligor diversity measure                               151.35
  Industry diversity measure                               22.13
  Regional diversity measure                                1.37

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Actual 'AAA' weighted-average recovery (%)               35.67
  Actual weighted-average spread (%)                        3.56
  Actual weighted-average coupon (%)                        3.11

Rating rationale

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

The portfolio's reinvestment period will end approximately four and
half years after closing.

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

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (3.56%), and actual
weighted-average coupon (3.11%), and the actual weighted-average
recovery rates calculated in line with our CLO criteria for all the
rating levels. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.

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

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

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

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

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

The ratings uplift for this class of notes reflects several key
factors, including:

-- Their available credit enhancement, which is in the same range
as that of other CLOs S&P has rated and that has recently been
issued in Europe.

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

-- S&P said, "Our model generated break-even default rate at the
'B-' rating level of 25.38% (for a portfolio with a
weighted-average life of 4.67 years), versus if we were to consider
a long-term sustainable default rate of 3.2% for 4.67 years, which
would result in a target default rate of 14.94%."

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

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

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

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

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

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

Environmental, social, and governance

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

Contego CLO XV DAC is a cash flow CLO securitization of a portfolio
of primarily European senior secured leveraged loans and bonds. It
is managed by Five Arrows Managers LLP.

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

   A     AAA (sf)    242.00    39.50            3mE + 1.23%
   B     AA (sf)      48.00    27.50            3mE + 1.70%
   C     A (sf)       24.80    21.30            3mE + 2.20%
   D     BBB- (sf)    29.20    14.00            3mE + 2.90%
   E     BB- (sf)     18.00     9.50            3mE + 5.45%
   F     B- (sf)      12.00     6.50            3mE + 8.50%
   Sub notes   NR     29.40      N/A            N/A

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



===================
K A Z A K H S T A N
===================

RBK JSC: Fitch Assigns 'BB' Long-Term IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned Kazakhstan-based Bank RBK JSC (RBK)
Long-Term Issuer Default Ratings (IDRs) of 'BB' with Stable
Outlooks. Fitch has also assigned the bank a Viability Rating (VR)
of 'bb' and a National Long-Term Rating of 'A(kaz)' with a Stable
Outlook.

Key Rating Drivers

RBK's 'BB' Long-Term IDRs are driven by its intrinsic
creditworthiness, as captured by its 'bb' VR. The VR incorporates
the bank's reasonable asset quality, strong profitability, adequate
capitalisation and liquidity. These are counterbalanced by moderate
domestic franchise, high single-name loan and deposit
concentrations, and rapid lending growth.

High Inflation, Tightened Retail Regulations: Kazakhstan's GDP grew
by a high 6.5% in 2025 (2024: 5%), and Fitch expects economic
growth to remain robust in 2026 on higher oil production and solid
investment. Inflation is expected to average 10% in 2026 (2025:
12.3%), with upside risks from tax reforms, regulated-price
adjustments and fiscal stimulus. Rapid retail lending expansion
since 2021 has created overheating risks, while ongoing regulatory
tightening is contributing to stricter credit underwriting and
slower growth.

Medium-Sized Bank: RBK is the eighth-largest privately-owned bank
in Kazakhstan. It has a moderate 4% share of sector assets as of 1
March 2026, translating into limited pricing power. Its assessment
of the bank's credit profile considers high business
concentrations, caused by its focus on servicing large corporates
and SMEs (end-2025: 52% of gross loans). However, the bank is also
expanding into the retail segment to diversify its revenue base,
with lending largely concentrated in secured mortgage and car
loans, while unsecured consumer loans represent a modest portion.

Retail Drives Provisions; Rapid Growth: RBK's assets are well
balanced between net loans (end-2025: 54%) and non-loan assets,
primarily comprising highly liquid items. Its assessment of RBK's
risk profile factors in its high single-name loan concentrations,
although Fitch views most large exposures as good quality, and
above-sector credit losses (2025: 4.4%), mainly stemming from the
seasoning of consumer lending. Lending growth accelerated to 41% in
2025, exceeding the sector average, after no growth in 2024. Fitch
expects growth to remain high at around 33% in 2026, driven by
corporate and secured retail lending.

Moderate Impaired Loans; High Coverage: RBK's Stage 3 loans ratio
increased to 5.4% at end-2025 (end-2024: 4.9%), but remained below
the sector average of 6.2%, supported by ongoing write-offs (1.7%
of average loans in 2025). Impaired loans were primarily
concentrated in the consumer segment. Stage 3 loans were fully
covered by total loan loss allowances. The Stage 2 loans ratio was
low at 1.5% at end-2025 (end-2024: 1.2%), below the sector average
2.2%. Fitch expects asset quality to improve moderately in 2026,
with the Stage 3 loans ratio declining to around 5% by end-2026.

Strong Profitability: Over the past two years, RBK's pre-impairment
operating profit has improved to a high 9.1% of average loans in
2025 (2023: 6.9%), supported by wider margins, sizeable recurring
FX gains, and strong cost control. The bank's operating
profit/risk-weighted assets ratio declined to a still solid 3.7% in
2025 (2024: 4.8%), undermined by higher credit losses. Fitch
expects the core ratio to rebound above 4% in 2026, as focus on
lower-risk segments should translate into lower credit costs.

Adequate Capitalisation: RBK's Fitch Core Capital (FCC) ratio was
stable at 15.1% at end-2025 (end-2024: 14.9%) as the bank grew in
line with internal capital generation. Its capitalisation
assessment also reflects strong pre-impairment profitability. The
total capital ratio dropped to 16.6% at end-2025 (end-2024: 31.6%)
after the bank repaid KZT243.7 billion subordinated bonds issued in
2017-2018, under the government support programme. Fitch expects
the FCC ratio to remain around the current level in 2026,
underpinned by robust internal capital generation.

Concentrated Deposits; Adequate Liquidity: RBK's funding structure
is underpinned by a strong reliance on customer deposits (end-2025:
79% of liabilities) but tempered by a high single-name deposit
concentration and higher funding costs than larger peers. Wholesale
funding is notable (20% of liabilities), comprising largely
outstanding bonds, long-term loans from state development
institutions, and short-term repurchase liabilities. RBK maintains
a strong liquidity buffer, covering 50% of deposits at end-2025.

Rating Sensitivities

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

RBK's VR and Long-Term IDRs could be downgraded on a sustained
weakening of capitalisation, with the FCC ratio falling below 13%.
This could stem from growth above internal capital generation or
from an uptick in impairment charges pressuring profitability if
asset quality deteriorates.

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

An upgrade of the bank's VR and Long-Term IDRs would require a
stronger domestic franchise and reduced single-name loan and
deposit concentrations, while maintaining stable financial
metrics.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The bank's 'B' Short-Term IDRs are the only possible option mapping
to the 'BB' Long-Term IDRs.

The bank's Government Support Rating (GSR) of 'no support' reflects
Fitch's view that government support cannot be relied on, given the
bank's limited systemic importance and the ongoing implementation
of a resolution framework in Kazakhstan, which signals highly
uncertain government propensity to support the banking system.

The bank's National Long-Term Rating of 'A(kaz)' reflects the
bank's creditworthiness in local currency relative to that of other
issuers in Kazakhstan

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The Short-Term IDRs are sensitive to changes in the bank's
Long-Term IDRs.

An upgrade of RBK's GSR would require a positive change in the
government's propensity to support the bank. This is highly
unlikely, given the recently adopted resolution legislation in
Kazakhstan and the presence of wholesale funding on RBK's balance
sheet, which could be politically acceptable to bail in.

RBK's National Long-Term Rating is sensitive to change in its
creditworthiness relative to other Kazakhstani issuers.

VR ADJUSTMENTS

The operating environment score of 'bb+' is below the 'bbb'
category implied score due to the following adjustment reason:
macroeconomic stability (negative).

The business profile score of 'bb-' is above the 'b & below'
category implied score due to the following adjustment reason:
historical and future developments (positive).

The asset quality score of 'bb' is above the 'b & below' category
implied score due to the following adjustment reasons: non-loan
exposures (positive), collateral and reserves (positive).

Date of Relevant Committee

01-Apr-2026

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           
   -----------                     ------           
Bank RBK JSC       LT IDR             BB New Rating
                   ST IDR             B  New Rating
                   LC LT IDR          BB New Rating
                   LC ST IDR          B  New Rating
                   Natl LT        A(kaz) New Rating
                   Viability          bb New Rating
                   Government Support ns New Rating



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

DOWSON 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating to Class X1 Notes
------------------------------------------------------------------
Fitch Ratings has assigned Dowson 2026-1 Plc expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.

   Entity/Debt           Rating           
   -----------           ------           
Dowson 2026-1 Plc

   A XS3334185090     LT AAA(EXP)sf  Expected Rating
   B XS3334185173     LT AA+(EXP)sf  Expected Rating
   C XS3334185256     LT A+(EXP)sf   Expected Rating
   D XS3334185330     LT A(EXP)sf    Expected Rating
   E XS3334185413     LT BBB+(EXP)sf Expected Rating
   F XS3334185504     LT BB-(EXP)sf  Expected Rating
   X1 XS3334185686    LT BB+(EXP)sf  Expected Rating
   X2 XS3334185769    LT NR(EXP)sf   Expected Rating

Transaction Summary

The transaction will be a static securitisation of auto loan
receivables originated by Oodle Financial Services Limited in the
UK. The portfolio consists of hire purchase loans, financing
predominantly used vehicles.

KEY RATING DRIVERS

Assumptions Reflect Non-Prime Pool: The transaction will be backed
by a pool of predominantly of non-prime auto loans, as underlined
by the pool's high weighted average annual percentage rates and
loan-to-value (LTV) ratios. About 52% of the pool has an original
LTV of over 100%, highlighting increased credit risk relative to
prime UK auto ABS transactions.

Fitch has applied a higher base-case lifetime default rate of 16.3%
to the blended portfolio, reflecting the historical performance
data provided by Oodle and the non-prime composition of the pool.
Fitch has applied a blended multiple of 3.07x to the 'AAAsf'
default base case, taking into account the high base-case default
rate and other relevant factors. Fitch's recovery base case
assumption is 55%, subject to a haircut of 50% for the 'AAAsf'
rating.

Used-Car Price Exposure: Loans regulated by the Consumer Credit Act
provide obligors with voluntary termination (VT) rights, allowing
them to return the vehicle before maturity. The issuer is exposed
to the risk of declines in used-car prices as proceeds from the
sale of returned vehicles may be lower than the outstanding loan
balance. Fitch assumed a total VT loss of 5.0% at 'AAAsf'. The
assumed VT losses are smaller than prime UK auto ABS transactions,
given its high default base case.

Hybrid Pro Rata Redemption: The class A to F notes will amortise
sequentially from closing until the class A notes' support ratio
(defined as one minus the ratio of the class A outstanding
principal balance to the performing portfolio principal balance)
reaches 38%. Thereafter, all the notes will amortise pro rata if no
sequential amortisation event has occurred.

Sequential amortisation events are linked to performance triggers
such as principal deficiency ledger or cumulative defaults
exceeding certain thresholds. Fitch views these triggers as
sufficiently robust to prevent the pro rata mechanism from
continuing following early signs of performance deterioration.
Fitch believes the tail risk posed by the pro rata pay-down is
mitigated by the mandatory switch to sequential amortisation when
the note balance falls below 10% of the initial balance.

PIR Constrains Ratings: Payment interruption risk (PIR) is
mitigated for the class A and B notes through the presence of a
dedicated liquidity reserve. In contrast, the class C to F notes do
not benefit from full liquidity protection, as the reserve
designated to cover interest shortfalls for these tranches may be
depleted by losses arising from all class notes. The limited
availability of the reserve fund or any other source of liquidity
for the class C notes constrains their maximum achievable ratings
below the model-implied ratings.

RATING SENSITIVITIES

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

Sensitivity to Increased Defaults:

Increase defaults by 10%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/ 'Asf'/
'BBB+sf'/ 'BB-sf'/ 'BB+sf'

Increase defaults by 25%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'Asf'/ 'BBB+sf'/
'Bsf'/ 'B+sf'

Increase defaults by 50%: 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBB+sf'/
'BBB-sf'/ 'CCCsf'/ 'CCCsf'

Sensitivity to Reduced Recoveries:

Reduce recoveries by 10%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/ 'Asf'/
'BBB+sf'/ 'BB-sf'/ 'BBsf'

Reduce recoveries by 25%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/ 'Asf'/
'BBB+sf'/ 'B-sf'/ 'BBsf'

Reduce recoveries by 50%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/
'BBB-sf'/ 'NRsf'/ 'Bsf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Increase defaults by 10%, reduce recoveries by 10%: 'AAAsf'/
'AA+sf'/ 'A+sf'/ 'Asf'/ 'BBB+sf'/ 'Bsf'/ 'BBsf'

Increase defaults by 25%, reduce recoveries by 25%: 'AA+sf'/
'AA-sf'/ 'Asf'/'BBB+sf'/'BBB-sf'/ 'NRsf'/ 'CCCsf'

Increase defaults by 50%, reduce recoveries by 50%: 'A+sf'/ 'A-sf'/
'BBBsf'/ 'BB+sf'/ 'CCCsf'/ 'NRsf'/'NRsf'

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

Sensitivity to Reduced Defaults and Increased Recoveries:

Reduce defaults by 10%, increase recoveries by 10%: 'AAAsf'/
'AAAsf'/ 'A+sf'/'A+sf'/ 'A-sf'/'BB+sf'/'BB+sf'

Reduce defaults by 25%, increase recoveries by 25%: 'AAAsf'/
'AAAsf'/ 'A+sf'/ 'A+sf'/ 'Asf'/ 'BBBsf'/ 'BB+sf'

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

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

DATA ADEQUACY

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

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

ESG Considerations

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

DOWSON 2026-1: S&P Assigns Prelim B (sf) Rating to X1-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dowson 2026-1 PLC's class A, B, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and
X1-Dfrd notes. The class X1-Dfrd and X2 notes will be excess spread
notes. The proceeds from the class X1-Dfrd notes will be used to
fund the initial required cash reserves, the premium portion of the
purchase price, to pay certain issuer expenses and fees, and to pay
any upfront swap premium due to the swap provider.

Dowson 2026-1 is the ninth public securitization of U.K. auto loans
originated by Oodle Financial Services Ltd. S&P also rated the
first eight Dowson securitizations, which were issued between
September 2019 and November 2025.

S&P said, "We do not believe that the transaction will be affected
by the Financial Conduct Authority's (FCA's) proposed redress
scheme for missold car finance loans. The preliminary pool does not
include any agreements within the scope of the current proposal for
the scheme."

Oodle is an independent auto and consumer lender in the U.K., with
a focus on used car financing for prime and near-prime customers.

The underlying collateral will comprise fully amortizing fixed-rate
auto loan receivables arising under hire purchase (HP) agreements
granted to private borrowers resident in the U.K. for the purchase
of used and new vehicles. There are no personal contract purchase
(PCP) agreements in the pool. Therefore, the transaction will not
be exposed to residual value risk.

Of the pool, 17.9% consists of multipart agreements that include
certain add-on components. These cover insurance, warranties, and
refinancing of amounts owed by the obligor under any preexisting
HP, lease, or other auto finance agreement, which is terminated by
the obligor upon entering a new agreement. The add-on components
comprise about 2.3% of the pool.

Collections will be distributed monthly with separate waterfalls
for interest and principal collections, and the notes amortize
sequentially until the subordination for the class A notes reaches
38%. After this point, the asset-backed notes will amortize pro
rata, subject to nonreversible sequential amortization triggers.

At closing, a combination of note subordination, the availability
of collateralized notes reserve fund, and any available excess
spread will provide credit enhancement for the rated notes.

The class A reserve fund will provide liquidity support to the
class A notes, the class B reserve fund will provide liquidity
support to the class A and B notes, and the collateralized notes
reserve fund will provide liquidity support and credit enhancement
to the class A to F-Dfrd notes.

Oodle will remain the initial servicer of the portfolio. A moderate
severity and portability risk assessment, combined with a low
disruption risk assessment, results in no cap on the transaction
ratings. The transaction features a backup servicer, Lenvi
Servicing Ltd.

The assets pay a monthly fixed interest rate, and all notes pay
compounded daily Sterling Overnight Index Average (SONIA) plus a
margin subject to a floor of zero. Consequently, the notes will
benefit from an interest rate swap with a fixed amortization
profile, with an option to rebalance subject to the satisfaction of
certain conditions.

S&P said, "Our structured finance operational risk and sovereign
risk criteria do not constrain the assigned preliminary ratings. We
consider the issuer to be bankruptcy remote under our legal
criteria. We have reviewed the received legal opinions, which
provide assurance that the sale of the assets would survive the
insolvency of the seller."

  Preliminary ratings

                           Available credit               Legal
          Prelim   Prelim      enhancement                final
  Class   rating*  amount (%) at closing (%)§  Interest  maturity

  A       AAA (sf)  65.25     35.05   Daily compounded    May 2033
                                      SONIA plus a margin

  B       AA (sf)   10.00     25.05   Daily compounded    May 2033
                                      SONIA plus a margin

  C-Dfrd  A (sf)     7.25     17.80   Daily compounded    May 2033
                                      SONIA plus a margin

  D-Dfrd  BBB (sf)   5.75     12.05   Daily compounded    May 2033
  
                                      SONIA plus a margin

  E-Dfrd  BB (sf)    5.00      7.05   Daily compounded    May 2033

                                      SONIA plus a margin

  F-Dfrd  B- (sf)    6.75      0.30   Daily compounded    May 2033

                                      SONIA plus a margin

  X1-Dfrd† B (sf)    8.50      0.00   Daily compounded    May
2033
                                      SONIA plus a margin

  X2†     NR         4.00      0.00   Daily compounded    May
2033  
                                      SONIA plus a margin

*S&P said, "Our preliminary ratings on the class A and B notes
address the timely payment of interest and ultimate payment of
principal, while our preliminary ratings on the class C-Dfrd,
D-Dfrd, E-Dfrd, F-Dfrd, and X1-Dfrd notes address the ultimate
payment of both interest and principal no later than the legal
final maturity date. Our preliminary ratings also address the
timely receipt of interest and full immediate repayment of all
previously deferred interest on the class C–Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, and X1-Dfrd notes when they become the most senior class
outstanding."
§Available credit enhancement at closing comprises subordination
and the availability of the collateralized notes reserve fund.
†The class X1-Dfrd and X2 notes will be excess spread notes not
backed by collateral. SONIA--Sterling Overnight Index Average.


LERNEN BONDCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Lernen Bondco PLC to
stable from positive and affirmed its 'B-' long-term issuer credit
ratings on Lernen Bondco PLC and Lernen Bidco Ltd., and our 'B-'
issue rating on the group's senior secured debt.

S&P said, "The stable outlook reflects our expectation that
adjusted debt to EBITDA will remain elevated at 9.7x in 2026 and
8.6x in 2027, compared with 8.9x in 2025, while the adjusted EBITDA
margin will improve to 26.6% by 2027, supported by added capacity
and higher utilization. We forecast that FOCF after leases, while
still negative, will improve to an outflow of GBP30 million in 2027
and turn positive in 2028. We expect Cognita to maintain adequate
liquidity over the next 12-18 months and to refinance or extend in
a timely manner its fully undrawn revolving credit facility (RCF)
due in October 2028."

S&P Global Ratings expects weakness in the U.K. and Singapore
markets to continue to hamper performance at Lernen Bondco PLC
(Cognita) over the next 18-24 months, exacerbated by downside risk
in the Middle East and elevated exceptional costs.

Cash outflows have been higher than forecast due to expansionary
capital expenditure (capex) and pressure on working capital; we now
forecast that free operating cash flow (FOCF) after leases will
remain negative until 2028.

S&P said, "The group is highly exposed to the uncertainty related
to the Middle East conflict, with about 30% of its EBITDA at risk
should the conflict continue for longer than we anticipate in our
base case. Cognita has significantly expanded its presence in the
Middle East in recent years. Its total Middle East portfolio
comprises 14 schools, of which five were added in 2025 (in Saudi
Arabia, Oman, and Qatar). These complement Cognita's preexisting
operations in the United Arab Emirates (UAE) and Kuwait. In 2025,
the Middle East represented about 30% of Cognita's EBITDA, and we
expect this figure to rise due to ongoing expansion projects." As a
result of the conflict, most of the group's schools in the Middle
East effectively moved to online learning. Oman maintained
in-person education throughout the entire period and the group has
now started seeing a return to in-person learning in Saudi Arabia
and Qatar.

Despite the instability, so far enrolments have been up year on
year, supported by the group's premium positioning and waiting
lists for new pupils. While the group has not revised its
performance expectations in the region, it has put in place a
number of contingency measures and announced a transfer policy
facilitating relocation to other schools for those families who
decide to move on an extended, temporary, or permanent basis.

Fiscal 2025 performance was mixed, with strong Middle East growth
offset by weakness in the U.K. and Singapore. Cognita reported
revenue growth of 9% for the 12 months to Aug. 31, 2025 (fiscal
2025), driven by a 51% increase in pupils in the Middle East,
utilization rates improving to 82% from 81%, and a 4% fee increase.
However, this growth was partially offset by lower-than-expected
enrolments in the U.K., following the removal of the value-added
tax (VAT) exemption for schools, and negative headwinds in
Singapore due to government restrictions on visas during 2025, an
election year. Additionally, about GBP34 million in exceptional
costs--primarily linked to shareholder restructuring consultancy
fees and U.K. school disposals--combined with acquisition-related
expenses, contributed to weaker-than-expected profitability.
Consequently, the adjusted EBITDA margin declined to 24.0% in 2025
from 25.2% in 2024.

S&P said, "We have revised our base case to reflect soft demand in
the U.K. and Singapore, which we expect to persist into 2026.
Accordingly, we have lowered our forecast and now anticipate
revenue to decline by 3.4% in 2026, driven by lower-than-expected
student enrolments in the U.K. and Asia. We expect performance to
improve in 2027, supported by contributions from recent
acquisitions in Spain, Chile, and Austria that were completed in
the first half of 2026, as well as increased capacity from ongoing
expansion projects. As a result, we expect our adjusted EBITDA
margin to improve at a slower pace, reaching 24.5% in 2026 and
26.6% in 2027, compared with our previous expectations of 27.4% and
28.7%, respectively." In addition, the group has undertaken a
strategic reorganization of its U.K. portfolio. As part of this
process, 21 schools across the U.K. were sold or closed to
concentrate on the Greater London area. The remaining U.K.
portfolio represents approximately 6% of the group's EBITDA.

While the group pursues a partner-funded approach to growth, its
capex remains elevated, resulting in deeply negative FOCF after
leases in the near term. In addition to acquisitions, the group is
pursuing an expansionary strategy through brownfield and greenfield
projects, such as the development of a sports and boarding academy
in New England that significantly increases its presence in the
U.S., as well as other asset-light projects in Spain and the Middle
East. These investments will lead to capex remaining elevated at
GBP176 million in fiscal 2026, before gradually declining to GBP113
million in fiscal 2027. Together with working capital outflows
related to the impact of U.K. divestments on advance fee
collections and changes in billing profiles in certain Asian
countries, this will result in negative FOCF after leases in
fiscals 2026 and 2027.

The additional debt issued in 2025 to fund growth projects and
acquisitions, coupled with weaker profitability, resulted in
higher-than-previously-expected adjusted leverage. The group's
adjusted debt increased to GBP2.36 billion in fiscal 2025, driven
by add-ons to its existing term loans, with the most recent
additions being $177 million and EUR85 million. This additional
funding was used to support the group's growth strategy, including
new acquisitions and deferred and contingent considerations from
prior years. As a result, and given the lower profitability, S&P's
forecast indicates that adjusted debt to EBITDA will peak at 9.7x
in 2026--the 8.9x Cognita posted in 2025 and the 8.6x it now
forecasts for 2027 are both higher than it had previously
expected.

Cognita's liquidity remains adequate for the next 12-18 months,
supporting the rating. Despite lower profitability and elevated
investment levels, liquidity continues to benefit from solid
available resources and the group's prudent hedging policy. As of
Dec. 1, 2025, the group had GBP267 million in cash on its balance
sheet and full availability under its GBP310 million multicurrency
RCF due in October 2028. Over the next 12-18 months, S&P
anticipates that the group will continue to generate modest but
positive cash funds from operations of up to GBP20 million with
debt service exposure to currency and interest rate risk mitigated
by the group's proactive hedging strategy. Moreover, the earliest
substantial debt maturity is the GBP1,152 million-equivalent
euro-denominated term loan B (TLB), maturing in April 2029, with
annual debt repayment requirements limited to about GBP30 million
until then. Based on the group's track record and our expectation
of strengthening profitability, we anticipate that Cognita will
refinance or extend the maturity of its RCF in good time to
maintain a healthy liquidity buffer and will also moderate
acquisition spending, if necessary, to preserve liquidity.

Cognita benefits from a global scale and strong revenue visibility
and has gained from equity funding to support its growth. Cognita
operates in a resilient K-12 education sector characterized by high
revenue visibility, underpinned by long student tenures, high
switching costs, and strong retention rates of about 80%. The group
has expanded significantly in recent years, growing its geographic
footprint to 21 countries in 2025 from nine in 2019, reducing its
reliance on the U.K. and Singapore and increasing exposure to
higher-growth regions such as the Middle East. This
diversification, combined with consistently high utilization rates
and a sustained mix of local and expatriate students, has supported
margin improvement over time. In addition, its shareholders have
invested close to GBP630 million since Jacobs Holding acquired
Cognita in 2018.

S&P said, "The stable outlook reflects our view that Cognita will
expand its earnings and improve its profitability, supported by
increasing capacity and improving utilization rates and driven by
recent acquisitions and investment in schools and facilities. As a
result, we expect the group will report an EBITDA margin of 24.5%
in 2026 and 26.6% in 2027. We forecast negative FOCF after leases
of GBP193 million in 2026, improving to a GBP30 million outflow in
2027 and turning positive in 2028 as the company reaps the returns
on its earlier investment in growth and moderates development
capex. We also expect Cognita to maintain adequate liquidity over
the next 12 months and refinance or extend the maturity of its RCF
at least 12 months ahead of maturity in October 2028.

"We could lower our ratings if the group faced execution issues in
its growth strategy or experienced setbacks in adjusting to
unfavorable developments in any of its main markets. If Cognita's
performance substantially weakened compared with our base-case
scenario, so that FOCF after leases were more negative or leverage
increased (or remained elevated for longer than expected), we see a
risk that the long-term capital structure could become
unsustainable. A more aggressive financial policy or weaker
liquidity, including the inability to refinance the RCF in good
time ahead of its maturity, could also result in a negative rating
action."

Specifically, S&P would consider the following as not commensurate
with its current rating on the group:

-- The weakening of its leverage or coverage ratios, which would
indicate an increased risk of an unsustainable capital structure in
the long term;

-- Weaker-than-expected cash flows, resulting in persistent
strongly negative FOCF after lease payments leading to a depletion
of the company's liquidity; or

-- Failure to refinance the RCF or debt maturities in a timely
manner.

S&P considers an upgrade to be unlikely within the next 12 months,
due to continued high leverage and large cash outflows. However,
S&P could raise the rating if the group's performance materially
exceeded its base case and improved sustainably, such that:

-- FOCF after leases turned and stayed structurally positive; and

-- Adjusted debt to EBITDA fell sustainably to about 7.0x.

An upgrade would also hinge on the group maintaining adequate
liquidity at all times and a supportive financial policy.


MILLER HOMES: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Miller Homes Group (Finco) PLC's
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch has affirmed Miller Homes' senior secured rating at
'BB-' with a Recovery Rating of 'RR3'.

The ratings reflect Miller Homes' established position in the
inherently cyclical UK homebuilding sector. UK housing is
undersupplied, but customers' affordability remains sensitive to
inflation and mortgage rates and availability. The company builds
single-family homes and focuses on more affordable regions in the
Midlands, North and South England and Scotland.

In line with Fitch's expectations, Miller Homes' EBITDA grew by 42%
to GBP221 million in 2025 (2024: GBP156 million), including the St
Modwen Homes acquisition. Fitch forecasts Miller Homes' net
debt/EBITDA to average about 3.3x (2025: 3.2x) in 2026-2028 and to
maintain positive free cash flow (FCF). Fitch also anticipates
EBITDA interest cover to be about 3.4x (2025: 3.1x).

Key Rating Drivers

Stable Profitability: Miller Homes' 2025 financial performance was
in line with its expectations. Revenue and EBITDA rose by 34% and
42%, year-on-year, respectively, to GBP1.4 billion and GBP221
million, supported by the St Modwen Homes acquisition. On a
like-for-like basis, revenue and EBITDA expanded by 13% and 14%,
respectively, in 2025. Miller Homes maintained a stable gross
profit margin of 21.6% in 2025 (2024: 21.6%). Average selling
prices (ASPs) grew by 4% to GBP296,000 in 2025 from GBP283,000 in
2024.

Fitch believes that Miller Homes' profitability will remain stable,
but this could be affected if the Iran war persists, as build cost
inflation could heighten and housing affordability could be
affected by higher inflation and mortgage rates.

Established Mid-Size UK Housebuilder: Miller Homes has an
established presence in the UK mid-market housing segment, mainly
operating in the Midlands, North and South England and Scotland,
where affordability is relatively better. The company sells
standardised, typically three-to-four bedroom houses, located close
to towns and cities. Customers are predominantly owner-occupiers,
buying with mortgages; about 38% of private sales were to
first-time buyers in 2025.

New Regulations Set to Increase Costs: The New Building Safety Levy
and Future Homes Standard will not have an immediate impact on
profit margins. Fitch expects Miller Homes will factor in these UK
government initiatives' cost increases when making new site
acquisitions in order to preserve its profit margins. The levy will
apply to residential building control applications from October
2026, with affordable housing exempt, while the Future Homes
Standard comes into force in March 2027, with a one-year transition
period.

Increasing Partnership Sales: The company's partnership sales (with
private rented sector investors and affordable housing providers)
help create some stability to sales volumes and speed up site
delivery, albeit at a lower profit margin. Miller Homes'
partnership sales rose to 1,083 units in 2025 (2024: 875 units) and
accounted for 23% of the group's total volume completions in 2025.
Partnership sales are beneficial for working capital, as Miller
Homes receives payment for land costs, followed by milestone
payments.

St Modwen Acquisition: Fitch has treated the GBP111 million
deferred consideration for St Modwen, due in July 2027, as Miller
Homes' debt obligation. The deferred consideration has been reduced
from the previous estimate of GBP125 million following the
finalised acquisition accounting, which resulted in a lower fair
value of St Modwen's assets. The acquisition in January 2025 added
3,290 plots to Miller Homes' landbank. Miller Homes has completed
the integration of St Modwen and has maintained the St Modwen
brand, launching dual brands at larger sites with more than 250
units.

Orderbook Provides Cash Flow Visibility: Miller Homes' current year
order book at end-March 2026 was GBP907 million and 3,094 units,
with one-third completed or exchanged, representing about 60% of
Fitch's forecast 2026 revenue. The company's private sales rate
(reservations net of cancellations per outlet per week) was stable
at 0.64 in 2025 (2024: 0.65), improving slightly to 0.69 in March
2026.

Deleveraging Capacity: Fitch expects Miller Homes' net debt/EBITDA
to average about 3.3x during 2026-2028, with volume completions of
4,800-4,900 units per year. The company's EBITDA net leverage was
3.2x at end-2025, slightly lower than Fitch's forecast due to
better cash flow generation and the reduced deferred consideration
for St Modwen. Fitch anticipates EBITDA interest cover to improve
to about 3.4x from 3.1x in 2025.

Positive FCF: Fitch expects Miller Homes to continue its
disciplined approach to land acquisition and maintain positive FCF.
The company typically uses land options and deferred payment terms
to limit initial cash outlays. Miller Homes had maintained positive
FCF over the past five years, but this was low in 2023 due to lower
volume completions. Fitch forecasts land spend to be about GBP275
million in 2026, with contracted land payables amounting to GBP190
million. The company can defer site acquisitions if market
conditions change.

UK Housing Undersupplied: The UK housing market remains
undersupplied, with annual housing supply below the government's
target. The UK government has set a target of building 1.5 million
new homes. Affordability had been improving, supported by slower
house price inflation compared with wage growth, improving mortgage
availability and mortgage rates. The latter has increased following
the start of the Iran conflict.

No Dividend Payments: Fitch does not expect Miller Homes to pay
shareholder dividends, in line with management's expectations. The
group is 94% owned by Apollo Global Management Inc and 6% owned by
members of Miller Homes' management.

Peer Analysis

Miller Homes' closest UK peer is Maison Bidco Limited (Keepmoat:
BB-/Stable), as both companies build standardised single-family
homes outside London, mainly in the Midlands, North England and
Scotland. However, Keepmoat is more partnership-focused, with lower
ASPs and profitability. Miller Homes' ASP was GBP296,000 in 2025,
compared with Keepmoat's GBP241,000 in 1QFY26 (financial year-end
October), while Miller Homes' gross profit margin was 21.6% in 2025
versus Keepmoat's 16.4% in 1QFY26.

The Berkeley Group Holdings plc (Berkeley: BBB-/Stable) is a larger
and higher-rated UK peer focussed on London and South-East England.
Berkeley's developments are mainly large brownfield regeneration
projects and multi-family housing, resulting in higher ASPs of
GBP570,000 at 1HFY26 (financial year-end April) and a longer build
cycle than Miller Homes.

Neinor Homes, S.A. (B+/Stable) and Via Celere Desarrollos
Inmobiliarios, S.A.U. (B+/Stable) are Spanish homebuilders
targeting medium-to-high-end apartments in large urban markets,
while Kaufman & Broad S.A. (BBB-/Stable) is a French developer with
the strongest funding profile among rated peers. Spanish and UK
homebuilders fund land acquisition before marketing, although
deferred land payments may ease upfront cash outflow. Kaufman &
Broad acquires land after achieving 60%-70% pre-sales and benefits
from customer stage payments during construction. Keepmoat obtains
deferred payment terms from its land partners and receives deposits
and staged payments for partnership sales.

Miller Homes' rating remains constrained by its EBITDA net
leverage, which was 3.2x in FY25 compared with Keepmoat's 2.4x in
FY25. Berkeley and Kaufman & Broad maintain net cash positions.

Fitch’s Key Rating-Case Assumptions

- Volume completion of 4,800 to 4,900 units a year

- ASPs of about GBP300,000

- Gross profit margin of about 21%

- No dividend payments

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

- Deferred consideration of GBP111 million for St Modwen
acquisition, which Fitch recognises as debt, to be paid in July
2027

Corporate Rating Tool Inputs and Scores

Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):

- Business and financial profile factors (assessment, relative
importance): Management (bbb, Lower), Sector Characteristics (bb+,
Moderate), Market and Competitive Positioning (bb, Moderate),
Diversification and Asset Quality (b+, Moderate), Company
Operational Characteristics (b+, Higher), Profitability (bb,
Moderate), Financial Structure (b, Higher), and Financial
Flexibility (bb, Moderate).

- The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the latest historical
year 2025, 40% for the forecast year 2026 and 40% for the forecast
year 2027.

- B+ to CC considerations apply in its analysis and result in no
adjustment.

- The Governance assessment of 'Good' results in no adjustment.

- The Operating Environment assessment of 'aa-' results in no
adjustment.

- The SCP is 'b+'.

Recovery Analysis

Fitch uses a liquidation approach for homebuilders, assuming that
potential buyers for the company would be interested in valuable
assets such as land and ongoing developments.

Fitch has assumed a full drawdown of Miller Homes' GBP211 million
super-senior revolving credit facility (RCF). The GBP111 million
deferred consideration for St Modwen is an unsecured deferred
liability. Miller Homes' key assets are its inventory (land and
development work in progress) and receivables.

Fitch has used an 80% advance rate for the company's receivables
and 75% advance rate for its inventories. After deducting 10% for
administrative claims, its waterfall analysis generates a recovery
estimate of 67% for Miller Homes' senior secured debt, resulting in
a senior secured rating of 'BB-'/'RR3'.

RATING SENSITIVITIES

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

- Net debt/EBITDA above 4.0x on a sustained basis

- Orderbook/development work-in-progress materially below 100% on a
sustained basis

- Extraction of dividends that would lead to a material reduction
in FCF generation and slower deleveraging

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

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

- Maintaining order book/development work-in-progress at about or
above 100% on a sustained basis

Liquidity and Debt Structure

Miller Homes has good liquidity with GBP232 million cash at
end-2025 and GBP211 million undrawn RCF. Of the RCF, GBP13 million
matures in September 2027, while the remainder matures in February
2029. Fitch expects Miller Homes to comfortably meet the GBP111
million deferred consideration for St Modwen due in July 2027.

The company has a weighted average debt maturity of 3.5 years,
including the deferred consideration for St Modwen. Its next debt
maturity is its GBP425 million fixed-rate senior secured notes due
in May 2029 followed by its EUR475 million floating-rate senior
secured notes due in October 2030. Miller Homes hedges the FX
exposure for its euro-denominated debt.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

Climate Vulnerability Signals

The results of its Climate.VS screener did not indicate an elevated
risk for Miller Homes Group (Finco) PLC.

ESG Considerations

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

   Entity/Debt              Rating          Recovery   Prior
   -----------              ------          --------   -----
Miller Homes
Group (Finco) PLC     LT IDR B+  Affirmed              B+

   senior secured     LT     BB- Affirmed    RR3       BB-

NEWGATE FUNDING 2007-1: Fitch Affirms BB+sf Rating on E, F Notes
----------------------------------------------------------------
Fitch Ratings has upgraded Newgate Funding Plc Series 2006-1's
(NF06-1) class Ba, Bb, Ca and Cb notes, Newgate Funding Plc Series
2006-3's (NF06-3) class Cb notes, Newgate Funding Plc Series
2007-1's (NF07-1) class Ba, Bb and Cb notes, Newgate Funding Plc
Series 2007-2's (NF07-2) class Bb and Cb notes and Newgate Funding
Plc Series 2007-3's (NF07-3) class Ba and Bb notes. All other
tranches have been affirmed and the Outlook on NF07-1's class Db
notes has been revised to Stable from Negative.

   Entity/Debt                 Rating             Prior
   -----------                 ------             -----
Newgate Funding Plc
Series 2007-1

   Class A3 XS0287753775    LT AAAsf  Affirmed    AAAsf
   Class Ba XS0287757255    LT AAAsf  Upgrade     AA+sf
   Class Bb XS0287757412    LT AAAsf  Upgrade     AA+sf
   Class Cb XS0287759624    LT AA-sf  Upgrade     A+sf
   Class Db XS0287767304    LT BBBsf  Affirmed    BBBsf
   Class E XS0287776636     LT BB+sf  Affirmed    BB+sf
   Class F XS0287778095     LT BB+sf  Affirmed    BB+sf
   Class Ma XS0287755713    LT AAAsf  Affirmed    AAAsf
   Class Mb XS0287756877    LT AAAsf  Affirmed    AAAsf

Newgate Funding Plc
Series 2007-3

   Class A2b 651357AF2      LT AAAsf  Affirmed    AAAsf
   Class A3 651357AG0       LT AAAsf  Affirmed    AAAsf
   Class Ba 651357AH8       LT AAAsf  Upgrade     AA+sf
   Class Bb 651357AJ4       LT AAAsf  Upgrade     AA+sf
   Class Cb 651357AK1       LT A+sf   Affirmed    A+sf
   Class D 651357AL9        LT A+sf   Affirmed    A+sf
   Class E XS0329655129     LT A+sf   Affirmed    A+sf

Newgate Funding Plc
Series 2006-2

   Class A3a XS0257991603   LT AAAsf  Affirmed    AAAsf
   Class A3b XS0257989458   LT AAAsf  Affirmed    AAAsf
   Class Ba XS0257993138    LT AAAsf  Affirmed    AAAsf
   Class Bb XS0257993302    LT AAAsf  Affirmed    AAAsf
   Class Ca XS0257994532    LT AAAsf  Affirmed    AAAsf
   Class Cb XS0257994888    LT AAAsf  Affirmed    AAAsf
   Class Da XS0257995265    LT A+sf   Affirmed    A+sf
   Class Db XS0257996073    LT A+sf   Affirmed    A+sf
   Class E XS0257996743     LT A+sf   Affirmed    A+sf
   Class M XS0257992676     LT AAAsf  Affirmed    AAAsf

Newgate Funding Plc
Series 2006-1

   Class Ba XS0248222142    LT AAAsf  Upgrade     AA+sf
   Class Bb XS0248866971    LT AAAsf  Upgrade     AA+sf
   Class Ca XS0248222225    LT AAAsf  Upgrade     AA+sf
   Class Cb XS0248867789    LT AAAsf  Upgrade     AA+sf
   Class D XS0248867946     LT A+sf   Affirmed    A+sf
   Class E XS0248222571     LT A+sf   Affirmed    A+sf
   Class Ma XS0248221920    LT AAAsf  Affirmed    AAAsf
   Class Mb XS0248866542    LT AAAsf  Affirmed    AAAsf

Newgate Funding Plc
Series 2006-3

   A3a XS0272617282         LT AAAsf  Affirmed    AAAsf  
   A3b XS0272626788         LT AAAsf  Affirmed    AAAsf
   Ba XS0272619817          LT AAAsf  Affirmed    AAAsf
   Bb XS0272629295          LT AAAsf  Affirmed    AAAsf
   Cb XS0272629881          LT AAAsf  Upgrade     AA+sf
   Da XS0272621805          LT A+sf   Affirmed    A+sf
   Db XS0272630624          LT A+sf   Affirmed    A+sf
   E XS0272622795           LT A-sf   Affirmed    A-sf
   Mb XS0272627836          LT AAAsf  Affirmed    AAAsf

Newgate Funding Plc
Series 2007-2

   Class A3 XS0304280059    LT AAAsf  Affirmed    AAAsf
   Class Bb XS0304284630    LT AA+sf  Upgrade     AAsf
   Class Cb XS0304285959    LT Asf    Upgrade     A-sf  
   Class Db XS0304286254    LT BB+sf  Affirmed    BB+sf
   Class E XS0304280489     LT BB+sf  Affirmed    BB+sf
   Class F XS0304281024     LT B+sf   Affirmed    B+sf
   Class M XS0304280133     LT AAAsf  Affirmed    AAAsf

Transaction Summary

The transactions are seasoned securitisations of mixed pools
containing mainly residential non-conforming owner-occupied
mortgage loans with a few residential buy-to let (BTL) mortgage
loans.

KEY RATING DRIVERS

BTL Recovery Rate Cap: The non-conforming sector has reported
losses that exceed those expected based on the indexed value of the
properties in the pool. Fitch has therefore applied borrower-level
recovery rate (RR) caps to the BTL loans in the transaction in line
with those applied to non-conforming loans, where the RR cap is 85%
at 'Bsf' and 65% at 'AAAsf'.

Adjustments for Non-Conforming Transactions: Fitch has applied its
non-conforming assumptions and a BTL transaction adjustment of 1.5x
to the foreclosure frequencies (FF). This is based on the
transactions' historical performance of loans in arrears by three
months or more performing broadly in line with Fitch's
non-conforming index.

Robust CE: Credit enhancement (CE) has built up for more senior
tranches as a result of sequential amortisation and the
non-amortising reserve funds. Breaches of the cumulative loss
triggers have prevented the reserve funds from amortising, and at
the current low pool factors, the reserve funds represent a
significant and growing proportion of total CE, providing
meaningful protection against modelled losses. Alongside continued
sequential amortisation, Fitch expects CE to increase further as
the transactions continue to pay down. The current CE is sufficient
to withstand very high stresses, which has contributed to the
upgrades across these transactions.

Excessive Counterparty Exposure: All six transactions have tranches
exposed to excessive counterparty risk. NF06-1's class D and E
notes, NF06-2's class Da, Db and E notes, NF06-3's class E notes,
NF07-1's class Db, E and F notes, NF07-2's class Cb, E and F notes
and NF07-3's class Cb, D and E notes are capped at the long-term
deposit rating of the transaction account bank provider (Barclays
Bank plc; A+/Stable/F1) because over 50% of the available CE for
the notes is in the reserve fund deposited with this entity. If
these funds were lost, the impact on Fitch's model-implied ratings
(MIR) would be 10 notches or more.

Junior Tranches Sensitive to Performance Deterioration: As the
transactions amortise to low pool factors, junior tranches remain
exposed to a combination of poor performance, a diminishing loan
count, and a persistent and growing proportion of interest-only
(IO) loans remaining outstanding beyond their maturity dates, all
set against uncertain macroeconomic conditions. Fitch also
considered the potential impact on its MIRs of higher late-stage
arrears, which could be further exacerbated by the diminishing loan
count and the growing share of IO loans past their maturity dates.

These factors underpin the Negative Outlooks on the junior tranches
of NF06-3, NF07-1 and NF07-2, which do not benefit from the same
level of structural protection as more senior notes and remain
vulnerable to adverse collateral performance developments.
Additionally, NF07-1's class Cb and E notes and NF07-2's class Bb,
Cb, Db and F notes are rated below their MIRs because their MIRs
are sensitive to defaults and performance deterioration might lead
to lower MIRs at a future model update.

Pro Rata Amortisation: Fitch has modelled NF06-1 on a sequential
basis even though it does not include a contractual switch-back
mechanism to sequential amortisation. The transaction is currently
amortising sequentially following the breach of performance
triggers, and Fitch expects this payment priority will be
maintained over the remaining life given the continued adverse
collateral performance. NF07-3 switched from sequential to pro rata
amortisation in December 2025. Due to the uncertain current
economic environment, Fitch has modelled sequential and pro rata
amortisation.

RATING SENSITIVITIES

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

The transactions' performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce the CE available to the notes.

Fitch found that a 15% increase in the weighted average foreclosure
frequency (WAFF) and a 15% decrease in the weighted average
recovery rate (WARR) would lead to downgrades for NF 06-1 of no
more than one notch for the class E notes; for NF06-2 of no more
than one notch for the class Da and Db and three notches for the
class D notes; for NF06-3 of no more than three notches for the
class Cb notes, three notches for the class E notes and three
notches for the class D notes; for NF07-1 of no more than one notch
for the class Cb notes, three notches for the class Db notes, three
notches for the class E notes and five notches for the class F
notes; for NF07-2 of no more than four notches for the class Cb
notes, three notches for the class Db notes, four notches for the
class E notes and five notches for the class F notes.

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

Improving market conditions, economic environment and CE build-up
could lead to positive rating actions.

Fitch found that a decrease in the WAFF of 15% and an increase in
the WARR of 15% would lead to upgrades for NF06-3 of up to three
notches for the class Da and Db notes and two notches for the class
E notes; for NF07-1 of up to four notches for the class Cb notes,
four notches for the class Db notes and five notches for the class
E notes; for NF07-2 of up to one notch for the class Cb notes, five
notches for the class Db notes, one notch for the class E notes and
five notches for the class F notes.

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
pools and the transactions. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall, 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

Each transaction has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to a material
concentration of IO loans, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

Each transaction has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to mortgage
pools with limited affordability checks and self-certified income,
which has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.

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

PAVILLION 2026-1: Fitch Assigns 'B+(EXP)sf' Rating to Class F Debt
------------------------------------------------------------------
Fitch Ratings has assigned Pavillion Mortgages 2026-1 PLC expected
ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.

   Entity/Debt             Rating           
   -----------             ------           
Pavillion Mortgages
2026-1 PLC

   A1 XS3279727310      LT AAA(EXP)sf  Expected Rating
   A2 XS3279727401      LT AAA(EXP)sf  Expected Rating
   B XS3279727583       LT AA(EXP)sf   Expected Rating
   C XS3279727666       LT A(EXP)sf    Expected Rating
   D XS3279727740       LT BBB(EXP)sf  Expected Rating
   E XS3279727823       LT BB(EXP)sf   Expected Rating
   F XS3279728128       LT B+(EXP)sf   Expected Rating
   G XS3279728474       LT NR(EXP)sf   Expected Rating
   Z XS3279728557       LT NR(EXP)sf   Expected Rating

Transaction Summary

Pavillion Mortgages 2026-1 PLC is a securitisation of UK prime
owner-occupied (OO) and buy-to-let (BTL) mortgages originated by
Barclays Bank UK PLC (BBUK) in the UK between 2013 and 2025. BBUK
will remain the legal title holder and servicer of the assets.

KEY RATING DRIVERS

High Arrears Portfolio: The pool consists of OO and BTL mortgages
originated by BBUK since 2013 with a weighted average (WA)
seasoning of 3.7 years. Despite the prime nature of the loans, some
adverse components are present, including county court judgments
(CCJs) (1.2%) and restructurings (3.9%), and the pool contains a
high level of arrears. Loans with more than three payments in
arrears represent 10.3% of the pool. Nevertheless, Fitch Ratings
applies its prime assumptions and a transaction adjustment of
1.0x.

Fitch assumes loans with more than nine monthly payments in arrears
are defaulted for modelling purposes. This assumption, which
differs from the 12-month threshold specified in its criteria,
reflects the risk of loans rolling into later-stage arrears because
of the higher-than-usual arrears in the pool. The approach
addresses yield compression risk from prolonged non-payment without
repossession. Fitch has classified 5.5% of the pool as defaulted,
with only principal recovery expected.

Ratings Below Model-Implied Levels: The ratings of the class E and
F notes have been constrained to one notch below their respective
model-implied ratings. This reflects limited headroom at their
model-implied ratings and the potential for deterioration in the
performance of the collateral pool due to negative selection. It
considers future loan reversions and persistent cost-of-living
challenges in the UK, stretching borrower affordability and leading
to more and longer forbearance. It also factors in the increasing
trend in arrears and a possible rise in weighted average
foreclosure frequency (WAFF).

Fixed Interest Rate Hedging Schedule: At closing, 45.2% of the
loans will pay a fixed rate of interest (reverting to a floating
rate), while the notes will pay a SONIA-linked floating rate. The
issuer will enter into a swap at closing to mitigate the interest
rate risk arising from the fixed-rate mortgages in the pool. The
swap features a defined notional balance that could lead to
over-hedging in the structure due to defaults or prepayments. This
could reduce available revenue funds in decreasing interest rate
scenarios.

Product Switches, Residual Rate Risk: Borrowers may request from
BBUK a further advance and/or a product switch. Product switches
granted for loans with less than two payments in arrears and
further advances in all cases will be repurchased from the pool by
the seller. BBUK can also, for forbearance reasons, offer
short-term fixed rate products to borrowers in arrears, allowing
them to remain in the pool.

To mitigate the risk of a material portion of unhedged fixed rate
loans in the pool, the issuer will enter into additional hedging
when the portion of fixed-rate loans exceeds the existing swap
notional balance by 5% of the outstanding current balance of all
loans. Fitch incorporated exposure to unhedged product-switches up
to the limit allowed under the transaction documents in its
analysis.

RATING SENSITIVITIES

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

The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes.

In addition, unexpected declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries.

Fitch found that a 15% increase in the WAFF and 15% decrease of the
weighted average recovery rate (WARR) would imply the following:

Class A1: 'AA+sf'

Class A2: 'AA+sf'

Class B: 'Asf'

Class C: 'BBBsf'

Class D: 'BBsf'

Class E: 'B+sf'

Class F: 'B-sf'

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades.

Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:

Class A1: 'AAAsf'

Class A2: 'AAAsf'

Class B: 'AAAsf'

Class C: 'A+sf'

Class D: 'Asf'

Class E: 'BBB+sf'

Class F: 'BBBsf'

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

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

DATA ADEQUACY

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

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

ESG Considerations

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

VUE ENTERTAINMENT: S&P Raises ICR to 'B-' on Maturities' Extension
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
U.K.-based cinema operator Vue Entertainment International Ltd.
(Vue) to 'B-' from 'CCC+'.

S&P said, "We also raised our issue-level ratings on the company's
EUR69 million and EUR95 million super senior facilities due June
2029 to 'B+' from 'B', rating on the EUR154 million 1.5-lien
facility due December 2029 to 'B' from 'B-', and rating on the
EUR276 million senior term loan to 'CCC' from 'CCC-'.

"The stable outlook reflects our expectation that the company's
organic revenue growth and prudent cost management will drive FOCF
after leases into positive territory in fiscal 2026, while
maintaining adequate liquidity."

On March 25, 2026, Vue extended all its debt maturities by 24
months, substantially easing the liquidity pressure.

S&P anticipates Vue's revenue and EBITDA to increase materially in
fiscal 2026 (ending Nov. 30, 2026) supported by a robust lineup of
cinema releases, enabling S&P Global Ratings-adjusted debt to
EBITDA to reduce below 6.0x and the company to achieve
neutral-to-positive free operating cash flow (FOCF) after leases.

The upgrade reflects the extension of debt maturities and our
expectation of improving credit metrics and FOCF in fiscal 2026. On
March 25, 2026, Vue completed an amend and extend transaction,
extending all the debt maturities by 24 months, alleviating near
term refinancing risks. S&P said, "As part of the transaction, all
debt facilities are now covered by a minimum liquidity covenant.
Under our criteria we do not view this transaction as a distressed
exchange, given that the company's lenders are also its
shareholders, paid-in-kind (PIK) interest is expiring in line with
the initial debt agreement, and the company will then only be
paying cash interest on its debt. In our view the original debt
terms appropriately reflect the issuer's current credit risk. We
also expect that Vue's operating performance and credit metrics
will improve from fiscal 2026 and thereafter, supported by higher
admissions and strong global box office performance. This should
compensate for growing cash interest and support at least neutral
FOCF after leases. We also expect the company to maintain adequate
liquidity, although with limited headroom for underperformance
against our base case."

S&P said, "We expect operating performance to improve in fiscal
2026 supported by solid global box office revenue. In fiscal 2025
Vue's total revenue increased by 5.9%, mainly driven by increases
in average ticket prices (ATP) and spend per patron (SPP) despite
nearly flat theatrical admissions. This reflected a film slate with
fewer blockbusters than in 2024 and the material underperformance
of titles such as Disney's "Snow White" and "Mission: Impossible
– The Final Reckoning," partly offset by the unexpected success
of films like "A Minecraft Movie" and "Sinners." Underperformance
was partly offset by strong contribution from local titles such as
" Manitou's Canoe (Das Kanu des Manitu)" in Germany and "Home Sweet
Home (Dom Dobry)" in Poland. We forecast that higher cinema
admissions, price increases, and enhanced concessions will enable
Vue's sales to increase by up to 21% in fiscal 2026. We forecast
Vue's cinema admissions to increase in fiscal 2026 by up to 14% on
the back of a strong film lineup, including the success of "Avatar:
Fire and Ash" and "The Housemaid" in December 2025 and "Project
Hail Mary" in March 2026. Our expectations are supported by
year-to-date industry statistics. As of April 1, 2026, North
American box office sales were up 20.7% versus the same period last
year according to Box Office Mojo and we expect broadly similar
dynamics in the U.K. and European markets. The rest of the year
will see a strong pipeline of releases, including "Spider-Man:
Brand New Day," "The Super Mario Galaxy Movie," "Toy Story 5," "The
Mandalorian And Grogu," "The Odyssey," and others. We expect ATP to
increase by up to 7% in fiscal 2026, supported by the continued
rollout of dynamic and rule-based pricing and further expansion of
premium formats. We also expect average SPP to increase by up to
9%, reflecting the strong slate of potentially lucrative
blockbusters and relatively high share of releases aimed for
younger audiences in fiscal 2026. On the back of the ongoing
consolidation in the global production studios, we believe that
movie theatres will be an important distribution channel to
monetize blockbuster movies, which will drive increasing theatrical
admissions, as mid-tier titles are shifting toward streaming and
on-demand services. We also think that cinemas' exposure to
potentially weakening consumer spending due to macro volatility and
inflationary pressure is limited, as movie exhibitors remain
competitive against streaming services due to their affordability
as an out-of-home entertainment and expanding premium experience.

"We forecast that box office recovery will drive Vue's recovering
profitability, deleveraging, and improving FOCF, offsetting higher
interest costs. We forecast S&P Global Ratings-adjusted EBITDA
margin will increase to about 25% in fiscal 2026 from 23% in the
prior year mainly driven by increasing revenue and prudent control
over operating costs. We do not expect any immediate impact on the
company's profit from increasing energy costs, as they present less
than 5% of total revenue and are fully hedged for 2026. Hence, we
expect S&P Global Ratings-adjusted debt to EBITDA to decline to
6.0x in fiscal 2026, down from 8.1x in fiscal 2025. We also expect
Vue's FOCF after leases to turn positive in fiscal 2026 following
several years of outflows. This will be mainly driven by our
forecast of a strong improvement in box office revenue and lower
net capital expenditure (capex) (including landlord contributions).
This should compensate for the fact that, from February 2026, Vue
started paying cash-only interest on the major part of its debt,
given that the PIK interest has largely expired. This shift raises
total annual interest payments, including lease interest, to about
GBP150 million in fiscal 2026 from GBP117 million in fiscal 2025.
We also note that the EBITDAR interest coverage ratio is improving
above 1x.

"The stable outlook reflects our view that in the next 12 months
Vue's revenue growth on the back of the global cinema industry
recovery will lead to FOCF after leases becoming neutral to
positive, allowing it to reduce leverage and maintain adequate
liquidity.

"We could lower our ratings on Vue if box office performance fell
short of our expectations, such that FOCF after leases remained
materially negative, leading to deteriorating liquidity and the
capital structure becoming unsustainable.

"We could upgrade Vue if its adjusted leverage reduces below 5.5x,
EBITDAR cash interest coverage improves to above 1.5x, and FOCF
improves ahead of our expectations, leading to FOCF to debt of 5%
and positive, sustained FOCF after leases."


                           *********


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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2026.  All rights reserved.  ISSN 1529-2754.

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