260525.mbx

260525.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, May 25, 2026, Vol. 27, No. 103 Headlines A U S T R I A AMS-OSRAM AG: Moody's Rates New EUR700MM Sr. Unsecured Notes 'B3' F R A N C E SEQUANS COMMUNICATIONS: Ernst & Young Raises Going Concern Doubt SILICA SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Stable I R E L A N D TORO EUROPEAN 3: Moody's Affirms B3 Rating on EUR9MM Class F Notes I T A L Y CONCERIA PASUBIO: Moody's Cuts CFR to B3 & Alters Outlook to Stable L U X E M B O U R G TACKLE GROUP: Moody's Withdraws 'B2' Corporate Family Rating N E T H E R L A N D S CUPPA BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Negative P O R T U G A L CONSUMER TOTTA 4 2026: Moody's Assigns (P)B1 Rating to Cl. E Notes S W E D E N POLESTAR AUTOMOTIVE: Standard Chartered Bank Holds 7.1% Stake U N I T E D K I N G D O M AIRSPRUNG FURNITURE: PricewaterhouseCoopers Tap as Administrator AMIRY & GILBRIDE: BDO LLP Appointed as Joint Administrators BEST HOSPITALITY: JT Maxwell Appointed as Administrator E-CARAT UK 2026-1: Moody's Assigns Ba1 Rating to GBP16.6MM E Notes FORWARD SECURITY: Leonard Curtis Appointed as Joint Administrators FUNERAL SAFE: Kroll Advisory Appointed as Joint Administrators MIRRIAD LIMITED: FRP Advisory Appointed as Joint Administrators PREH LIMITED: Azets Holdings Appointed as Joint Administrators REAL GREEK LTD: Alvarez & Marsal Appointed as Joint Administrators REAL GREEK WINE: Alvarez & Marsal Appointed as Administrators SUMA LOGISTICS: Currie Young Limited Appointed as Administrators TIC BIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable - - - - - ============= A U S T R I A ============= AMS-OSRAM AG: Moody's Rates New EUR700MM Sr. Unsecured Notes 'B3' ----------------------------------------------------------------- Moody's Ratings has assigned a B3 instrument rating to proposed EUR700 million backed senior unsecured notes of ams-OSRAM AG (ams-OSRAM). The outlook is positive. RATINGS RATIONALE The new backed senior unsecured notes are rated at the same level as ams-OSRAM's existing B3 long term corporate family rating (CFR) and existing senior unsecured notes, reflecting their pari passu ranking with the company's existing senior unsecured debt in the capital structure. Moody's expects ams-OSRAM to use the issuance proceeds to refinance existing debt. The transaction improves the company's debt maturity profile and will likely reduce interest costs, supporting an improvement in Moody's adjusted free cash flow (FCF) generation over time. The B3 rating and positive outlook reflect Moody's expectations of improving leverage and Moody's adjusted FCF, and good liquidity. Liquidity sources include about EUR1.3 billion of cash as of March-end 2026, EUR570 million of disposal proceeds related to ams-OSRAM's non-optical analog/mixed-signal sensor business to Infineon Technologies AG expected to close in the second quarter of 2026 and additional EUR40 million of disposal proceeds from CMOS Image Sensor business to indie Semiconductor Inc. expected to close within the next six months, which Moody's expects will be used for debt repayment, and a EUR600 million revolving credit facility due in September 2028 (availability of EUR470 million), with extension option to September 2030. The combination of cash on hand and identified funding sources provides a buffer to meet near term obligations, including the 2027 convertible bond maturity (EUR560 million) and put option obligation (around EUR500 million), as well as expected negative Moody's adjusted FCF of around EUR300 million in 2026. Moody's expects credit metrics improvement by year-end 2027, as ams-OSRAM largely offsets EBITDA lost from disposals with cost savings and the tapering of restructuring expenses, alongside moderate growth in underlying revenue. This will reduce Moody's adjusted gross debt to EBITDA to around 6.0x by year end 2027 (around 5.0x on a net debt basis) from 8.9x Moody's adjusted gross debt to EBITDA (around 5.8x on a net debt basis) in 2025. Moody's expects cash burn to diminish on expected earnings growth in 2027 from restructuring and benefit from interest cost saving from refinancing. However, cash out related to unwind of customer prepayments will continue to burden free cash flow. From 2028, Moody's adjusted FCF has potential to turn positive as the advance payment unwind largely runs its course. The B3 CFR reflects ams-OSRAM's high leverage, exposure to cyclical end markets such as automotive, industrial and consumer electronics, and economic environment with high uncertainty, and weak FCF generation, including Moody's adjusted FCF likely negative in next 12-18 months. The management turnaround plan to improve profitability, which showed progress year-to-date together with design wins, including automotive, industrial and consumer applications such as augmented reality smart glasses, should help support improvements; and the potential transfer of lease related to Malaysia facility sale and leaseback to a new lessee, which could lower leverage and support FCF, support its B3 CFR. POSITIVE OUTLOOK The positive outlook reflects the company's improved liquidity and Moody's expectations that planned disposals will support deleveraging and an improvement in operating performance over the next 18–24 months, while potential refinancing at a lower cost of debt could further strengthen its credit quality over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Upward pressure on the rating may develop over time if ams-OSRAM demonstrates sustained improvement in underlying revenue and growing EBITDA, while refinancing at lower cost of debt, leading to improvement in credit metrics, such as: (1) Moody's adjusted (EBITDA -capex)/ interest sustainably above 1.5x, (2) Moody's adjusted Debt/EBITDA below 6.0x on a sustained basis, (3) sustainably positive Moody's adjusted FCF, and (4) adequate liquidity. A significant downward adjustment to Moody's macroeconomic forecast could result in the outlook reverting to stable. Downward pressure on the ratings could develop if FCF turns negative on sustained basis, Moody's adjusted (EBITDA-capex)/ Interest is below 1.0x or if liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Semiconductors published in October 2025. COMPANY PROFILE ams-OSRAM AG is an Austria-based producer of high-performance emitters and optical solutions serving the automotive and industrial end markets, sensor solutions serving consumer electronics, as well as automotive-focused lighting solutions. In 2025, the company generated around EUR3.4 billion of revenue and approximately EUR600 million of company-adjusted EBITDA. ams-OSRAM is listed on the SIX Swiss Exchange and had a market capitalization of roughly EUR1.9 billion as of May 11, 2026. =========== F R A N C E =========== SEQUANS COMMUNICATIONS: Ernst & Young Raises Going Concern Doubt ---------------------------------------------------------------- Sequans Communications S.A. has filed its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2025. Ernst & Young Audit, Sequans' independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies the audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Sequans has historically incurred net losses and significant cash outflows from operating activities. The Company experienced net losses of $41 million and $109.3 million in 2023 and 2025, respectively, and net profit of $57.6 million in 2024. At December 31, 2025, the Company's accumulated deficit was $145.1 million and it had negative working capital of $69.5 million, including $13.4 million of cash and cash equivalents. Management has prepared business and liquidity plans, including financial forecasts extending through at least the second quarter of 2027, which demonstrate the Company's ability to meet its operational and financial obligations as they fall due. These plans incorporate a number of key assumptions regarding significant revenue growth by product and by customer, assumes a declining operating cost structure, proceeds from the sale of unpledged Bitcoin, and ongoing and new government funding of research programs. The Company expects to be able to obtain additional funding through one or more possible license agreements, business partnerships or other similar arrangements. While management believes the assumptions underlying the forecasts are reasonable and that the Company has a credible plan to execute its strategy and that the sale of Bitcoin will provide an adequate source of financing, there remains significant uncertainty in relation to the achievement of forecasted operating cashflows, in particular if the Company is unable to achieve its revenue growth plans, the future market price of Bitcoin and the Company's ability to realize planned asset sales. As a result, a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Notwithstanding these uncertainties, based on current forecasts and available resources, management has concluded that the going concern basis of accounting remains appropriate for the preparation of these consolidated financial statements. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. Management continues to monitor the situation closely and is actively exploring alternative sources of funding and cost reduction measures to mitigate the risk. However, the outcome of these actions cannot be guaranteed. Liquidity and Capital Resources The Company's cash and cash equivalents and short-term investments were $13.4 million at December 31, 2025. Sequans has historically incurred net losses and significant cash outflows from operating activities. The Company experienced net losses of $41 million and $109.3 million in 2023 and 2025, respectively, and net profit of $57.6 million in 2024. At December 31, 2025, the Company's accumulated deficit was $145.1 million and it had negative working capital of $69.5 million, including $13.4 million of cash and cash equivalents. Since inception, the Company has financed its operations primarily through proceeds from the issues of its shares, convertible notes and venture debt, which totaled $73.1 million from 2004 to the end of 2010; from $59.1 million in net proceeds from its initial public offering on the New York Stock Exchange in April 2011 and from $377 million in net proceeds from its follow-on public offerings and equity private placements. The Company has financed its operations through a combination of results from operations and proceeds from the issue of shares through private placements (2023, $25.5 million and 2025, $152.1 million), pre-funded warrants and 2025 warrants issued in 2025 ($32.5 million), convertible debt in 2025 ($174.4 million) and bridge loans ($9 million in 2023 and $14 million in 2024). Sources of Liquidity In June 2014, the Company entered into a factoring agreement with a French financial institution whereby a line of credit was made available equal to 80-90% of the face value of accounts receivable from qualifying customers. The Company transferred to the finance company all invoices issued to qualifying customers and the customers were instructed to settle the invoices directly with the finance company. In May 2020, the Company entered into an agreement to finance the 2020 research tax credit receivable as it is earned over the year, which was renewed for the 2021, 2022, 2023 and 2024 research tax credits. The Company terminated both of these agreements in 2025, and no amounts were outstanding at December 31, 2025. In October 2014, Bpifrance, a financial agency of the French government, provided funding to the Company in the context of a long-term research project, estimated to be completed over a three-year period. The total funding was EUR7 million ($9 million), a portion in the form of a grant (EUR3 million or $3.8 million) and a portion in the form of a loan (EUR4 million or $5.2 million). The funding, with a fixed contractual rate of 1.53%, was paid in installments after milestones defined in the contract, the last of which was received in 2019. The advance was repaid from March 31, 2019 to January 2, 2025. On February 18, 2019, a new strategic investor subscribed for warrants for a total subscription price of $8.4 million in support of accelerating Sequans' 5G product roadmap. Upon the closing of this transaction, the Company issued to the investor pre-funded warrants to purchase 93,929 ADSs at the current ratio. The warrants are exercisable upon 61 days' notice to Sequans at an exercise price of EUR0.02 per share (EUR2.00 per ADS at the current ratio). The warrants expire February 18, 2034. On August 16, 2019, the Company entered into a convertible note agreement with Nokomis in the principal amount of $5 million. In March 2020, the 2019 convertible notes were amended to grant the Company two options to extend the term of such note by one year and with a reset the conversion price to a 20% premium above the 20-day volume weighted average price (VWAP) if it is lower than the existing conversion price. On the first option exercise, the PIK would be adjusted to 9.5% and the holder would be granted warrants for 15% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On the second option exercise, the PIK would be adjusted to 13.5%, and the holder would be granted additional warrants for 20% of the value of the note with a three-year term, at an exercise price of 20% premium above 20-day VWAP. On April 30, 2020, the Company finalized EUR5 million of French government debt financing that was received in May 2020 as part of the French COVID-19 economic support plan. The French loan is unsecured, bears interest at 1.75% and is repayable over five years from August 2022 to May 2026. EUR1,250,000 ($1,402,000) in principal and interest was reimbursed in 2025 (EUR1,622,000 ($1,766,000) in 2024). On March 5, 2021, the Company executed an agreement with Bpifrance that provides funding to the Company in the context of a long-term research project named CRIIOT, estimated to be completed over a 33-month period. The total value of the project is EUR5,615,000 ($6,890,000) in the form of a grant. The funding was paid in three installments: EUR1,404,000 ($1,670,000) after the signature of the contract, received in March 2021; EUR2,808,000 ($2,966,000) received in July 2022 based on achievement of milestones and the remaining amount of EUR1,404,000 ($1,506,000) received in May 2024. On April 9, 2021, the Company entered into a convertible note agreement with Lynrock Lake Master Fund LP in the principal amount of $40 million. The convertible note matured in April 2024 and was convertible, at the holder's option, into the company's shares at a conversion rate of $1.915 per share (representing $191.50 per ADS at the current ratio), subject to a 9.9% ownership limit for Lynrock Lake. The convertible debt paid interest annually at an interest rate of 6% for payment in kind accruals. On August 15, 2022, the Company exercised its option to extend the term of the remaining Nokomis Note outstanding, that had been issued in August 2019, with the interest rate increasing to 9.5% per year and a conversion rate of $103.00 per ADS at the current ratio. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 594,680 ordinary shares (5,946 ADS at the current ratio) at an exercise price of $103.00 per ADS at the current ratio. On April 12, 2023, the Company increased its capital in connection with a private offering to 272 Capital Master Fund Ltd, Lynrock Lake Master Fund LP and several other institutional investors by issuing 38,834,952 ordinary shares at $0.515 per ordinary share (or $51.50 per ADS at the current ratio). The total gross proceeds from the offering amounted to $20 million. On August 4, 2023, the Company entered into a Memorandum of Understanding with Renesas Electronics Corporation, a Japanese corporation. The MoU provided, among other things, that Renesas and the Company engage in a series of transactions pursuant to which, among other transactions, Renesas would seek to acquire (through an affiliate) all of the issued and outstanding ordinary shares for $0.7575 per ordinary share and $75.75 per ADS at the current ratio. On August 15, 2023, the Company exercised its second option to extend the term of the remaining Nokomis 2019 Note outstanding. This convertible note maturity was extended to April 2024, bears interest at a rate of 13.5% per year, paid in kind, and is convertible, at the holder's option, into the company's ADSs at a conversion rate of $75.00 per ADS at the current ratio. In connection with the extension of the debt, the Company issued to Nokomis warrants to acquire 1,244,820 warrants (12,448 ADSs at the current ratio) at an exercise price of $80.82 per ADS at the current ratio. On September 26, 2023, the Company entered into a Securities Purchase Agreement with 272 Capital Master Fund, LTD, a fund affiliated with Wes Cummins, a director of the Company, to issue an aggregate of 84,805 American Depositary Shares at the current ratio at a price of $70.75 per ADS for a total capital increase of $5,999,999. The private placement closed on September 29, 2023, and the Company used proceeds of the private placement to partially fund operations. On November 8, 2023, the Company entered into a Security Purchase Agreement with Renesas Electronics America Inc., a wholly owned subsidiary of Renesas, providing for the issuance of an unsecured subordinated note in an aggregate principal amount of $6 million. The transaction closed on November 8, 2023. On December 27, 2023, the Company entered into a second Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $3 million. The transaction closed on December 27, 2023. On February 12, 2024, the Company entered into a third Security Purchase Agreement with Renesas America providing for the issuance of an additional unsecured subordinated note in an aggregate principal amount of $9 million. The transaction closed on February 12, 2024. On February 22, 2024, Renesas notified the Company that Renesas was terminating the MoU due its receipt of an adverse Japanese tax ruling on February 15, 2024 from the National Tax Agency of Japan. The Company incurred a significant amount of debt to operate its business during the pending tender offer, and its business suffered due, in part, to uncertainty raised by the pending acquisition. The termination of the MoU has created significant liquidity concerns and raised substantial doubt about the Company's ability to continue to operate absent a new strategic transaction or financing in the near term. The Company was not able to pay its outstanding convertible notes due on April 9, 2024. On April 9, 2024, the Company secured standstill agreements from its three main debt holders. The agreements granted an initial standstill period until April 26, 2024 that was subsequently extended until August 28, 2024, with the goal of providing sufficient time for the Company to effectively negotiate and finalize a new strategic transaction, thereby securing a long-term solution that aligns with the interests of all stakeholders. On April 22, 2024, the Company issued an Unsecured Promissory Note with a principal amount of $5,000,000 to 272 Capital Master Fund, Ltd. The transaction closed on April 24, 2024. The Note bears paid-in kind interest at a rate of 12.0% per annum, compounded annually, with a guaranteed return of 40.0%. The Note was to mature on the earlier of April 22, 2025, or one day prior to the earliest extended maturity date of the Company's existing convertible debt held by Lynrock Lake and Nokomis and subordinated notes held by Renesas. In April 2024, the Company received an indication of interest from Qualcomm regarding the potential acquisition of the Company or its assets. This was followed by a term sheet received in May 2024 and signature of a letter of intent in June 2024. While due diligence and negotiations were ongoing, the Company negotiated the sale of a manufacturing license for $15 million paid in June 2024. After signature of the APA, Qualcomm provided a bridge loan in September 2024 in the amount of $3 million, bearing interest at 9.0%. This $3 million plus accrued interest of $12,000 were deducted from the $200 million gross proceeds of the APA. In October 2024, after closing of the APA and receipt of net proceeds of $172 million in cash, the Company repaid the Nokomis and Lynrock Lake convertible notes and accrued interest, the Renesas bridge loans and accrued interest and the 272 Capital Note and accrued interest, totaling $83.5 million. On June 22, 2025, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue to the equity purchasers in a private placement an aggregate of: (a) (i) 1,171,987,620 ordinary shares, nominal value EUR0.01 per share, of the Company, represented by 11,719,876 ADS at the current ADS ratio and (ii) pre-funded warrants to purchase up to an aggregate of 222,458,520 ordinary shares represented by ADSs and (b) warrants to purchase up to an aggregate of 209,166,800 ordinary Shares (the "warrant shares") represented by ADSs, at a combined purchase price of $14.00 per ADS and warrant, the equivalent of $0.14 per ordinary share and warrant at the current ratio, or $13.90 per pre-funded warrant and warrant, for a total of $195 million. In addition, on June 22, 2025, the Company entered into a Secured Convertible Debenture Purchase Agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue to the debenture purchasers in a private placement (a) secured convertible debentures in the aggregate principal amount of $189 million and (b) 2025 warrants to purchase up to an aggregate of 202,499,970 warrant Shares. The pre-funded warrants are exercisable commencing upon issuance through the lifetime of the Company at a nominal exercise price of EUR0.01 per pre-funded warrants share. The 2025 warrants are exercisable commencing upon issuance for a period of 90 days with an exercise price equal to $14.00 for each warrant. The Secured Convertible Debentures are convertible into (i) Ordinary Shares or (ii) pre-funded warrants at the option of a Debenture Purchaser at any time at a conversion price of $21.00 per ADS at the current ratio. From and after the first anniversary date of the date the secured convertible debentures are issued ("issuance date") until, but not including, the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the secured convertible debentures at an annual rate equal to 6.0%, and from and after the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the secured convertible debenture at an annual rate equal to 8.0%. The transactions were completed on July 7, 2025. The aggregate gross proceeds from the Private Placements were approximately $384 million. The Company used the net proceeds from the Private Placements for the purchase of the digital assets commonly referred to as "Bitcoin" in the cryptocurrency marketplace. By October 3, 2025, the Company had acquired 3,234 Bitcoin for approximately $377.2 million at an average acquisition price inclusive of fees of $116,643 per Bitcoin, all of which were pledged as security for the Secured Convertible Debentures and are not available for sale. In July 2025, 10,875,000 ordinary shares (108,750 ADS at the current ratio) were issued following exercise of 2025 warrants. In August and September 2025, 125,943,130 ordinary shares (1,259,431 ADSs at the current ratio) were issued following exercise of pre-funded warrants. In March 2026, a further 73,154,000 ordinary shares (731,540 ADSs at the current ratio) were issued following exercise of pre-funded warrants. On August 25, 2025, the Company filed an automatic shelf registration statement on Form F-3 and established an "at the market" equity offering program under which the Company could offer and sell its ADSs for an aggregate offering amount of up to $200 million. No ADS were issued under this registration statement or ATM Program. Upon the filing of this annual report on Form 20-F, the Company no longer satisfies the requirements for using an automatic shelf, and therefore can no longer issue equity under the August shelf registration or the ATM Program. On October 1, 2025, the Company extended the expiration date of the remaining 2025 warrants from October 5, 2025 to December 31, 2025 at which time all 2025 warrants expired unexercised. On October 27, 2025, the Secured Convertible Debenture Purchase Agreement was amended to allow the Company to repurchase 50% of the Secured Convertible Debentures at their face value plus a 6.5% premium and in connection with the repurchase, to release 50% of the Bitcoin held from the security and collateral agreements. The repurchase of the Secured Convertible Debentures for $100.6 million was completed on November 10, 2025 and was funded by the sale of 970 Bitcoin. Following the repurchase, another 647 Bitcoin were released from the security and collateral agreements. On February 10, 2026, the Secured Convertible Debenture Purchase Agreement was further amended to allow the Company to repurchase the remaining 50% of the Secured Convertible Debentures at their face value. Subject to certain restrictions set forth in the Debentures, the redemption will be funded by the sale of Bitcoin held in a securities account to secure the Debentures in increments such that, on or before June 1, 2026, either the Debentures will be fully redeemed or all 1,617 Bitcoin in the Bitcoin Collateral Account will have been sold to fund the redemption of the applicable portion of the principal amount of outstanding Debentures. To the extent that any principal amount or any accrued and unpaid interest thereon remains outstanding following the release of all 1,617 Bitcoin from the Bitcoin Collateral Account, such Outstanding Amount shall not be subject to repurchase by the Company at the option of any holder of the Debentures until January 7, 2027 at the earliest, except as otherwise set forth in the Debentures. Since executing the second amendment of Secured Convertible Debenture Purchase Agreement through April 23, 2026, the Company has sold 700 Bitcoin and has redeemed $50.8 million of the convertible debt. As of April 23, 2026, the Company held 1,214 Bitcoin of which 917 Bitcoin remain pledged to secure the remaining portion of the Secured Convertible Debentures. The Bitcoin are held for investment purposes and are classified as intangible assets under IAS 38. A decrease in value below historical cost results in the recording of a provision for impairment of value that is only reversed upon the sale of the Bitcoin. A full text copy of the Company's Form 20-F is available at https://tinyurl.com/mj8kbkup About Sequans Communications Colombes, France-based Sequans Communications S.A. is a fabless semiconductor company that designs, develops, and markets integrated circuits and modules for 4G and 5G cellular IoT devices. As of December 31, 2025, the Company had $243.6 million in total assets, $11.3 million in total non-current liabilities, $104.6 million total current liabilities, and $127.7 million in total equity. SILICA SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Ratings has affirmed Silica S.A.S.'s (SGD Pharma or the company) B3 long-term corporate family rating and its B3-PD probability of default rating. SGD Pharma is a French glass packaging manufacturer for the pharmaceutical and beauty industries. Concurrently, Moody's have affirmed the B3 instrument rating on the EUR580 million senior secured first-lien term loan due 2030 and on the EUR95 million senior secured first-lien revolving credit facility (RCF) due 2030, both borrowed by Silica S.A.S. The outlook has been changed to stable from positive. "The action reflects the increase in Moody's-adjusted gross leverage to 6.4x in fiscal 2025 from 5.7x in 2024 on a pro forma basis for the debt funded acquisition of Alphial, and Moody's expectations that leverage will further increase in 2026 given heightened macroeconomic uncertainty, input cost inflation risks and high capex needs", says Donatella Maso, Moody's Ratings Vice President–Senior Credit Officer and lead analyst for SGD Pharma. RATINGS RATIONALE The company's operating performance in 2025 was relatively solid despite a challenging market environment and execution challenges. Revenue reached approximately EUR467 million, including the contribution from Alphial S.r.l. (Alphial), while EBITDA remained resilient at EUR105 million, supported by positive price/mix effects, particularly in China and India. However, volumes declined by around 5%, reflecting furnace rebuilds and market weakness in Type III glass. In addition, currency depreciation—most notably in India and China—represented a meaningful headwind to reported results. Notwithstanding resilient earnings, Moody's adjusted leverage increased to 6.4x in 2025 following the EUR80 million add on to the term loan B, positioning the company adequately in the B3 rating. Moody's expects heightened uncertainty around 2026 operating performance, reflecting an uncertain macroeconomic backdrop and renewed input cost inflation linked to elevated geopolitical tensions in the Middle East. Under this scenario, Moody's assumes low single-digit volume growth, supported by a gradual recovery in underlying demand but offset by persistently elevated cost pressures in the legacy business, only partly mitigated by the ramp-up of the Indian joint venture. As a result, Moody's expects EBITDA to slightly decline to EUR102 million, increasing Moody's-adjusted leverage to around 6.7x. While Moody's assumes some growth in 2027, visibility remains low at this stage. Input cost inflation represents the most significant risk to the company's 2026 budget. While European energy costs are largely hedged, freight costs are increasing, and Indian operations remain unhedged and the most exposed to energy price volatility. In India, the company has implemented mitigating actions, including switching from gas to heavy oil; however, higher energy prices must be prepaid, increasing working capital needs in the country. Alphial is also experiencing higher energy cost inflation than the legacy business. However, although only around 22%–25% of revenues benefit from contractual pass through mechanisms, management has historically demonstrated pricing power during periods of cost inflation and expects this to continue, particularly in India, where more aggressive price increases are planned. Free cash flow (FCF) generation will remain negative in 2026, driven by elevated capital expenditures of around EUR70 million (excluding operating leases), primarily related to furnace rebuilding and decabornisation projects, and energy prepayments. From 2027 onward, FCF will improve as capital expenditures normalize to around EUR45 million per year (although still high at around 10% of revenue) and earnings benefit from the positive contribution of the new tubing furnace following its ramp up period. The B3 rating reflects the company's focused product offering in the glass packaging segment; the competitive nature of the pharmaceutical packaging market; and its exposure to fluctuating input prices, notably energy, currencies as well as US tariffs. It also incorporates the capitalintensive nature of furnace maintenance, structurally high working capital needs - more pronounced during periods of major refurbishments - that absorb a significant portion of operating cash flow, and execution risks associated with the company's expansion strategy in emerging markets. While the majority of revenues are derived from pharmaceutical end markets, around 11% are generated from the beauty and cosmetics segment, which Moody's views as less resilient across economic cycles. At the same time, the B3 rating is supported by the company's leading market position as one of the world's largest glass packaging manufacturers in its niche product categories, with a focus on high margin containers and a well invested asset base. Additional credit strengths include its geographic diversification across mature and fast growing emerging markets, a diversified customer base of more than 3,000 clients, and the favorable long term fundamentals of the pharmaceutical industry, underpinned by high switching costs, significant barriers to entry, lengthy customer validation processes, regulatory requirements, and substantial investments in know how and industrial footprint. LIQUIDITY SGD Pharma's liquidity is adequate for its near-term requirements. The company's liquidity is supported by EUR42 million of cash and cash equivalent at the end of December 2025; full availability of its EUR95 million senior secured first-lien RCF due 2030; and $4 million availability under the $44 million local facility to fund the JV with Corning Incorporated (Baa1 stable). The company's liquidity also benefits from having no significant debt maturities until 2030, which is when the senior secured first-lien term loan and the senior secured first-lien RCF are due. These sources are deemed more than sufficient to cover the expected negative FCF driven by high capital spending to support planned plant rebuild in addition to routine maintenance, as well as capacity expansion in India. The senior secured first-lien RCF includes a maximum net leverage covenant ratio of 10.3x which will be tested when drawings under this facility exceed 40%. Moody's expects SGD Pharma to comply satisfactorily with its covenant over the next 12-18 months. SGD Pharma reported a net leverage ratio of 4.4x at the end of December 2025. STRUCTURAL CONSIDERATIONS The B3-PD PDR is aligned with the CFR based on a 50% recovery rate because of the all-bank debt structure with a covenant-lite package. The B3 instrument ratings on the senior secured bank credit facilities are aligned with the CFR as they represent all financial debt in the capital structure. The debt facilities benefit from a fairly weak security package comprised of pledges over shares, material bank accounts and intercompany receivables, whilst guarantors represent at least 80% of consolidated EBITDA. The capital structure also includes a shareholder loan maturing in September 2031, which qualifies as equity under Moody's criteria for hybrid instruments issued by speculative-grade issuers. The facility for the construction of the tubing furnace in India, due in 2034, was raised outside of the banking restricted group and is secured against the assets of the JV. For these reasons, it is expected not to hamper the recovery prospects of the existing loans. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations that the company will be able to sustain the level EBITDA achieved in 2025, to maintain a Moody's adjusted gross debt/EBITDA below 7.0x, and to generate positive Moody's adjusted FCF from 2027. The outlook also assumes that the company will not embark on material debt-funded acquisitions or dividend distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive pressure on the rating could arise over time if SGD Pharma's EBITDA continues to grow with its Moody's-adjusted gross debt/EBITDA remaining consistently below 6.0x; its EBITDA/Interest ratio stays above 2.5x; and its Moody's-adjusted FCF turns positive on a sustained basis, while its liquidity remains adequate. Negative pressure on the rating could arise if SGD Pharma's operating performance deteriorates so that its Moody's adjusted gross debt/EBITDA increases sustainably above 7.0x; its EBITDA/Interest ratio falls below 2.0x; its Moody's adjusted FCF remains negative for a prolonged period of time beyond 2026; or its liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Paris (France), SGD Pharma is a leading manufacturer of primary glass packaging and containers for the pharmaceutical and beauty industries, with a global footprint spread across Europe, North America, India and China. In 2025 the company generated approximately EUR467 million of revenue and EUR105 million of Moody's-adjusted EBITDA, pro forma for Alphial. ============= I R E L A N D ============= TORO EUROPEAN 3: Moody's Affirms B3 Rating on EUR9MM Class F Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Toro European CLO 3 Designated Activity Company: EUR28,000,000 Class B-1 Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jul 15, 2021 Definitive Rating Assigned Aa2 (sf) EUR10,000,000 Class B-2 Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jul 15, 2021 Definitive Rating Assigned Aa2 (sf) Moody's have also affirmed the ratings on the following notes: EUR213,500,000 ( Current outstanding amount EUR206,372,357) Class A Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jul 15, 2021 Definitive Rating Assigned Aaa (sf) EUR23,500,000 Class C Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Jul 15, 2021 Definitive Rating Assigned A2 (sf) EUR22,500,000 Class D Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jul 15, 2021 Definitive Rating Assigned Baa3 (sf) EUR19,000,000 Class E Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jul 15, 2021 Definitive Rating Assigned Ba3 (sf) EUR9,000,000 Class F Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Jul 15, 2021 Definitive Rating Assigned B3 (sf) Toro European CLO 3 Designated Activity Company, issued on April 12, 2017 and refinanced in July 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Chenavari Credit Partners LLP. The transaction's reinvestment period ended in January 2026. RATINGS RATIONALE The upgrades on the ratings on the Class B-1 and B-2 notes are primarily a result of the transaction having reached the end of the reinvestment period in January 2026. The affirmations on the ratings on the Class A, Class C, Class D Class E and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR333.5m Defaulted Securities: EUR4.6m Diversity Score: 55 Weighted Average Rating Factor (WARF): 3118 Weighted Average Life (WAL): 3.85 years Weighted Average Spread (WAS): 3.89% Weighted Average Coupon (WAC): 3.81% Weighted Average Recovery Rate (WARR): 43.56% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank and swap provider, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. ========= I T A L Y ========= CONCERIA PASUBIO: Moody's Cuts CFR to B3 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings has downgraded the long-term corporate family rating of Conceria Pasubio S.p.A. (Pasubio) to B3 from B2. Concurrently, Moody's downgraded the company's senior secured notes to B3 from B2 and the probability of default rating to B3-PD from B2-PD. The outlook was changed to stable from negative. "The downgrade to B3 is driven by the continued challenges in the company's automotive business, which has put pressure on the group's margins over the last three years and which is unlikely to recover fast enough to bring leverage back in line with Moody's expectations for the previous B2," said Matthias Heck, a Moody's Ratings Vice President – Senior Credit Officer and Lead Analyst for Pasubio. "The stable outlook reflects the expectation of positive free cash flow, leverage reduction to a maximum of 6.5x within the next 12-18 months and maintenance of adequate liquidity," added Mr. Heck. RATINGS RATIONALE In 2025, Pasubio's revenues dropped by 1.7% to EUR323.5 million. At the same time, the company's margins (Moody's adjusted EBIT) eroded further to 4.3% (9.3% in 2024, 10.1% in 2023), well below Moody's expectations of 10%-15% for the previous B2 rating. The margin pressure was driven by lower volumes, unfavorable mix effects and weaker cost absorption in Pasubio's Automotive division, which represents around 73% of the group's company-adjusted EBITDA. At the same time, Moody's notes a positive trend at Pasubio's smaller but fast-growing Fashion division, which slightly offset the decline in the automotive business. On a group level, Pasubio's company-adjusted EBITDA dropped by 26% in 2025, the Moody's adjusted EBITDA declined by 30% in 2025. Pasubio's debt/EBITDA (Moody's adjusted) increased to a very high level of 11.6x in 2025 (7.3x in 2024, 6.7x in 2023). This was predominantly driven by lower EBITDA and, at a lesser extent, by an increase in debt resulting from acquisitions of Antiba and SKIN in 2025, which were partially funded by a EUR20 million tap on the bond issuance and the utilization of the RCF (EUR21 million initial drawdown, of which EUR7 million was repaid at year-end 2025). For 2026, Moody's expects a material improvement in EBITDA and EBIT, driven by a combination of full-year consolidation effects of recent acquisitions, the realization of cost savings and integration of the acquisitions and the normalization of volumes versus last year, which were negatively impacted by one-offs, like the cyber attack at JLR, one of Pasubio's clients. With this, Moody's expects EBIT margins to increase to slightly more than 8% and debt/EBITDA to fall to the mid 7x area, which is weak even for a B3 rating. Continued efficiency and integration measures should, however, bring metrics in line with expectations for the B3 rating by 2027. At the beginning of 2025, Pasubio has acquired Antiba and Skin to deepen its manufacturing expertise (especially in stitching) and diversify its end market exposure into the fashion business. In April 2026, the company closed the acquisition of Luilor, a manufacturer of high-end upholstery fabrics for luxury furniture brands with EUR31 million of sales in 2025 and a 17% company-adjusted EBITDA margin. This acquisition will further diversify Pasubio's end market exposure, which is credit positive. The B3 CFR is primarily supported by the company's (1) strong position in the market for automotive premium leather solutions in Europe as evidenced by its track record to secure new business over the last years, namely Porsche and BMW, (2) its production technology and efficiency improvement initiatives that have helped Pasubio to generate EBIT margins well above peers in the automotive parts industry, notwithstanding the market weakness in 2025, (3) its ongoing diversification into high-end fashion markets, contributing more than 25% to group EBITDA in 2025, (4) the low capital intensity leading to a good Free Cash Flow development, and (5) its good liquidity profile. The B3 CFR of Pasubio is primarily constrained by the company's (1) exposure to the cyclicality of the global automotive industry and global trade tensions; (2) a competitive market environment for leather solutions where Pasubio ranks among the top 10 players globally, (3) the high exposure to raw materials like hides and chemicals, which the supplier is challenged to fully pass through to the OEM and could result in material volatility in profits, (4) its limited scale and geographic diversification (Europe accounted for 83% of sales in 2025), (5) a high customer concentration towards premium and luxury OEMs and (6) its high leverage of 11.6x (on a Moody's-adjusted basis) in 2025, which however, Moody's expects to improve in 2026. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations of positive free cash flows and increasing profitability, which should de-lever to a maximum of 6.5x while margins recover to at least 8% within the next 12-18 months. The stable outlook also anticipates that the company maintains adequate liquidity and refinances its debt well in advance of the 2028 maturity. A delay in performance and leverage improvements could, however, result in additional negative rating pressure over the next quarters. LIQUIDITY Pasubio's liquidity profile is adequate and is underpinned by its cash balance of EUR30 million as of December 2025 and EUR76 million of available revolving credit facility maturing in April 2028. Moody's also expects FFO of around EUR20 million. These cash sources, totalling to more than EUR120 million will comfortably exceed cash uses for capex of around EUR15 million, day to day working cash requirement of around EUR10 million and short term debt maturities of EUR20 million. Moody's do not expect material working capital expansion over the next 12 months. The closing of the acquisition of Luilor in April will somewhat weaken Pasubio's liquidity but leave it at overall adequate levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider a downgrade if debt/EBITDA (Moody's adjusted) failed to improve to a maximum of 6.5x, EBIT margins (Moody's adjusted) remained below 8%, RCF/net debt sustainably remained below 5% or its liquidity profile deteriorated, such as due to negative free cash flows. Conversely, Moody's would consider an upgrade should Pasubio reduce its Debt/EBITDA (Moody's adjusted) below 5.5x sustainably, RCF/net Debt improved to above 10% and EBIT margins improved to more than 12%. The principal methodology used in these ratings was Automotive Suppliers published in November 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Arzignano, Italy, Pasubio is one of the leading suppliers of premium leather for the automotive industry producing high-quality finished leather for seats, dashboards and steering wheels, and other upholstering. Pasubio focuses on all segments of the premium and luxury automotive market, and on high-quality leather (full-grain and nappa) in particular. In 2025, Pasubio generated net revenues of EUR324 million and a company reported EBITDA of EUR38 million. Pasubio is indirectly owned by funds managed by the private equity firm PAI Partners. =================== L U X E M B O U R G =================== TACKLE GROUP: Moody's Withdraws 'B2' Corporate Family Rating ------------------------------------------------------------ Moody's Ratings has withdrawn all ratings of Tackle Group S.a r.l. (Tipico or the company), including the B2 corporate family rating and the B2-PD probability of default rating. Concurrently, Moody's withdrew the B2 instrument ratings on the company's senior secured bank credit facilities (EUR1,655 million senior secured term loan B2 (term loan B) and EUR175 million senior secured term loan B3 both due 2028, and the EUR25 million senior secured revolving credit facility (RCF) due 2027) (all issued by Tackle S.a r.l.). All the debt has been repaid. Previously, the ratings of both entities were on review for upgrade and the outlooks were ratings under review. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). COMPANY PROFILE Tackle Group S.a r.l. (Tipico) is the parent and indirect holding company of the German sports betting and gaming operator. Headquartered in Malta, Tipico offers sports betting and online gaming in Germany and Austria via over 1,000 outlets (most in franchises), dedicated websites and applications. Banijay Group acquired a majority stake in Tipico on 24 April 2026, combining the company with Betclic Everest Group S.A.S (Ba3 stable). This combination unites three strong brands: Betclic, Tipico and Admiral with leading positions across six key markets, including Germany, France, Portugal, Austria, Poland and Côte d'Ivoire. The Group is now positioned as the fourth largest European sports betting and gaming operator in revenue, and the leader in sports betting in Continental Europe. Through the Tipico acquisition, the new gaming division, Banijay Gaming, expects to double its revenue, adjusted EBITDA and adjusted free cash-flow, and would have reached EUR3.1 billion in revenue, EUR0.9 billion in adjusted EBITDA and EUR0.7 billion in adjusted free cash flow in 2025 on a pro forma basis. Banijay Group owns 65% of the capital of Banijay Gaming at closing, alongside Tipico and Betclic founders and CVC. ===================== N E T H E R L A N D S ===================== CUPPA BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Negative ------------------------------------------------------------- Moody's Ratings has affirmed the Caa1 long-term corporate family rating and the Caa1-PD probability of default rating of Cuppa Bidco B.V. (Lipton). Concurrently, Moody's downgraded to Caa1 from B3 the ratings on the company's EUR2.4 billion equivalent guaranteed senior secured term loans (TLB) due 2029 and the EUR375 million guaranteed senior secured revolving credit facility (RCF) due 2028. The outlook has been changed to negative from stable. RATINGS RATIONALE The change in outlook to negative reflects the risk of further credit deterioration over the next 12–18 months, driven by persistently weak credit metrics, very high leverage and continued negative cash flow, combined with execution risks associated with Lipton's turnaround plan. The downgrade of the instrument ratings to Caa1, in line with the CFR, follows the injection of EUR210 million new capital from the shareholder, including approximately EUR160 million senior secured loan, which benefits from a stronger security package relative to the TLB and RCF. Despite this new loan representing only 5% of the capital structure, the TLB and RCF no longer benefit from notching uplift, as they are no longer the most senior instruments within the capital structure. In FY 2025, Lipton reported net revenue of EUR1.4 billion (-13% year-on-year) and EBITDA of EUR252 million (-23% year-on-year), reflecting continued competitive pressure, volume declines following pricing actions, destocking and adverse foreign-exchange movements. Performance was further affected by one-off items. In Q1 2026, overhead reductions and procurement savings supported operating results, with EBITDA broadly flat year-on-year at EUR57 million, but revenue continued to decline because of lower volumes and adverse foreign exchange. Cash generation continues to be constrained and despite some targeted measures to improve liquidity, including working capital efficiencies, VAT refunds and the increase of receivable factoring, the cash burn remained high at EUR100 million in 2025 and EUR40 million in 1Q 2026. Moody's adjusted leverage remained very high at 17x in 2025 and interest coverage below 1.0x. These metrics suggest no headroom for underperformance and expose the company to downside risks if the expected recovery does not materialize. In April 2026, the sponsor provided EUR210 million of additional capital, including approximately EUR50 million of equity and approximately EUR160 million of senior secured loan. This adds to approximately EUR40 million equity provided in 2025. The capital injection is credit positive as it will allow the company to cover for the expected cash burn in 2026 (EUR46 million according to Lipton's budget) and to repay part of the RCF, restoring some liquidity buffer. However, operating performance remains below levels required to materially deleverage the capital structure, and visibility on sustained recovery remains limited. Lipton expects to increase sales by 3.5% in 2026, supported by volume recovery and innovation, with EBITDA increasing to EUR280 million, driven by sales mix improvement and continued cost savings. Beyond 2026, the company needs to materially improve its EBITDA to restore a sustainable capital structure ahead of its RCF maturity in 2028. Moody's believes that the execution risk on this recovery remains very high considering the continued competitive pressure that constrains price increase, the limited room for additional overhead cost reduction and the need for high marketing investments to support sales. Therefore, any improvement in operating performance remains subject to a material increase in volume sales which looks challenging. Lipton's rating continues to reflect its significant scale and good global market positions, driven by a strong portfolio of local and international brands. The company has strong geographical diversification, including emerging markets, although this exposes it to foreign exchange fluctuations. The rating also factors in Lipton's high product concentration and significant exposure to mature segments and geographies. STRUCTURAL CONSIDERATIONS The EUR2.4 billion equivalent guaranteed senior secured term loan and the EUR375 million guaranteed senior secured RCF are rated Caa1, in line with the CFR. These instruments rank senior to the EUR435 million equivalent second-lien term loan but are structurally junior to the new EUR160 million senior secured loan provided by the shareholder. The guaranteed senior secured TLB and RCF benefit from pledges over the shares of the borrower and guarantors, as well as pledges over bank accounts and intragroup receivables, and are guaranteed by the group's operating subsidiaries representing at least 80% of the consolidated EBITDA. The EUR160 million shareholder-supported loan is borrowed by a subsidiary within the restricted group which is not a guarantor of the TLB and RCF and benefits from a pledge over the intellectual property of the group. The Caa1-PDR reflects Moody's assumptions of a 50% family recovery rate because of the weak security package and the limited set of financial covenants. LIQUIDITY Lipton's liquidity remains weak, supported by approximately EUR300 million cash as of March 2026, pro forma for the EUR210 million capital injection from the shareholder, while the EUR375 million RCF was fully drawn. Moody's forecasts Lipton's free cash flow (FCF) to remain negative over the next 12-18 months. The company has EUR75 million short term debt and EUR55 million outstanding factoring and is therefore relying on the rollover of these facilities to support its liquidity. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects the significant execution risks related to the turnaround strategy and the challenges in restoring a sustainable capital structure and the risk that continued weak operating performance may lead to liquidity deterioration and higher default risk as debt maturities approach. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Negative pressure on the rating could materialise if Lipton's liquidity profile deteriorates further and operating performance does not improve, increasing the risk of a debt restructuring that may result in losses for creditors. Positive pressure on the ratings could materialize over time if: (1) Lipton is able to improve operating performance, including sustained organic revenue growth and higher profitability; (2) improves its liquidity and maintain a sustained adequate liquidity profile, supported by sustainable positive free cash flow generation; (3) Moody's-adjusted debt/EBITDA reduces towards 7.5x on a sustainable basis; and (4) EBITA interest coverage ratio improves above 1.0x. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in the Netherlands, Cuppa Bidco B.V. (Lipton) is the parent company of Lipton Teas and Infusions, a global producer of tea and other herbal infusions that was created from the spinoff of Unilever PLC's tea business. The group distributes its products in 100 countries globally, with a portfolio comprising both global and local brands. It operates eight production sites globally. In 2025, Lipton reported revenue of around EUR1.4 billion and a reported recurring EBITDA of approximately EUR250 million. =============== P O R T U G A L =============== CONSUMER TOTTA 4 2026: Moody's Assigns (P)B1 Rating to Cl. E Notes ------------------------------------------------------------------ Moody's Ratings has assigned the following provisional ratings to Notes to be issued by Consumer Totta 4 2026: EUR [ ]M Class A Floating Rate Notes due December 2036, Assigned (P)Aaa (sf) EUR [ ]M Class B Floating Rate Notes due December 2036, Assigned (P)A2 (sf) EUR [ ]M Class C Floating Rate Notes due December 2036, Assigned (P)Baa2 (sf) EUR [ ]M Class D Floating Rate Notes due December 2036, Assigned (P)Ba2 (sf) EUR [ ]M Class E Floating Rate Notes due December 2036, Assigned (P)B1 (sf) EUR [ ]M Class F Floating Rate Notes due December 2036, Assigned (P)B3 (sf) Moody's have not assigned a rating to EUR [ ] Class R Floating Rate Notes due December 2036 and EUR [ ] Class X Note due December 2036. RATINGS RATIONALE The Notes are backed by a 6-month revolving pool of Portuguese unsecured consumer loans originated by Banco Santander Totta S.A. ("Santander Totta"), (A2/P-1 Bank Deposits; A2(cr)/P-1(cr)). This represents the fourth SRT ABS issuance originated by Banco Santander Totta S.A. The portfolio consists of approximately EUR377.6 million as of the 24th of April pool cut-off date. The weighted average seasoning of the portfolio is approximately 0.8 years. The weighted average original term to maturity of the portfolio is approximately 6.5 years and weighted average remaining term to maturity is 5.7 years. 98.9% of the loans are fixed rate loans and all loans are monthly annuity style amortising loans with no balloon payment. 74.7% of the portfolio is composed of pre-approved loans where the borrower was offered an unsecured consumer loan up to a maximum amount without initiating an application process. There will be a pre-funding period of 6 months, where additional receivables can be purchased in an amount equal to 20-26% of the closing portfolio. The Reserve Fund will be funded to 1.0% of the A to E Notes balance at closing and the total credit enhancement for the Class A Notes will be 18.0%. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from various credit strengths such as the granularity of the portfolio, securitisation experience of Santander group, a reserve fund sized at 1.0% of the Class A-E Notes as of closing with a floor of 0.25%, subordination of the Notes and significant excess spread. However, Moody's notes that the transaction features a number of credit weaknesses, such as a (i) complex structure including interest deferral triggers for junior Notes, (ii) pro-rata payments on all classes A-E of Notes, (iii) a six months of pre-funding period and revolving period structure which could increase performance volatility of the underlying portfolio, partially mitigated by early amortisation triggers, revolving criteria both on individual loan and portfolio level and the eligibility criteria for the portfolio, and (iv) the relatively high linkage to Santander Totta acting as originator and servicer. These characteristics, amongst others, were considered in Moody's analysis and ratings. 98.9% of the underlying loans are linked to fixed interest rates, and the rated notes are all floating rate indexed to three month Euribor. As a result, the issuer is subject to fixed-floating mismatch. This risk is mitigated by an interest rate swap provided by Banco Santander, S.A. (Spain) (A1/P-1; A2(cr)/P-1(cr)). Moody's determined the portfolio lifetime expected defaults of 6.0%, expected recoveries of 15% and portfolio credit enhancement ("PCE") of 18% related to borrower receivables. The expected defaults and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate Consumer ABS. Portfolio expected defaults of 6.0% are in line with the EMEA Consumer Loan ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account (i) historic performance of the loan book of the originator, (ii) the pool composition in terms of the exposure to certain products i.e. pre-approved loans where the borrower was offered an unsecured consumer loan up to a maximum amount without initiating an application process, (iii) benchmark transactions, and (iv) other qualitative considerations, such us the revolving period. Portfolio expected recoveries of 15% are in line with the EMEA Consumer Loan ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account (i) historic performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations. PCE of 18% is in line with the EMEA Consumer Loan ABS average and is based on Moody's assessments of the pool taking into account: (i) the revolving and pre-funding period, and (ii) the relative ranking to peers in EMEA. The PCE level of 18% results in an implied coefficient of variation ("CoV") of 34.75%. The principal methodology used in these ratings was "Consumer Loan Securitizations" published in May 2026. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the notes include significantly better than expected performance of the pool together with an increase in credit enhancement of Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a currency swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Standard Chartered Bank Holds 7.1% Stake ------------------------------------------------------------- Standard Chartered Bank (Hong Kong) Limited and Standard Chartered PLC disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of February 5, 2026, each beneficially owns 10,257,743 Class A American Depositary Shares, each ADS representing 30 Class A Ordinary Shares, par value $0.01 each, of Polestar Automotive Holding UK PLC's Class A American Depositary Shares, each ADS representing 30 Class A Ordinary Shares, par value $0.01 each, representing 7.1% based on: (i) 4,315,957,440 Class A Shares in the form of 143,865,248 Class A ADSs and (ii) 29,892,570 Class B Shares in the form of 996,419 Class B ADSs outstanding on April 17, 2026, as disclosed by the Company in its Annual Report on Form 20-F for the year ended December 31, 2025, assuming the conversion of the Class B Shares into Class A Shares. Standard Chartered Bank (Hong Kong) Limited is a direct, wholly-owned subsidiary of Standard Chartered PLC and holds directly the 10,257,743 Class A ADSs reported herein, and accordingly, as the parent company of the Bank, Standard Chartered PLC may be deemed to share voting and dispositive power over the Class A ADSs held by the Bank. About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Deloitte AB, the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies the Company's audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of December 31, 2025, the Company had $3.93 billion in total assets, $9.05 billion in total liabilities, and $5.12 billion in total deficit. =========================== U N I T E D K I N G D O M =========================== AIRSPRUNG FURNITURE: PricewaterhouseCoopers Tap as Administrator ---------------------------------------------------------------- Airsprung Furniture Limited was placed into administration in the High Court of Justice, Business and Property Courts in Bristol, Insolvency and Companies List (ChD), Court Number CR-2026-BRS-000058. Ross David Connock and Edward Williams of PricewaterhouseCoopers LLP were appointed as Joint Administrators on May 1, 2026. The Company is a manufacturer of mattresses and manufacture of other furniture. Its registered office and principal trading address is Canal Road Industrial Estate, Trowbridge, Wiltshire, BA14 8RL. The Joint Administrators can be contacted at: Ross David Connock PricewaterhouseCoopers LLP 2 Glass Wharf Bristol BS2 0FR -- and -- Edward Williams PricewaterhouseCoopers LLP One Chamberlain Square Birmingham B3 3AX Further information: Tel: 0113 289 4000 Email: uk_airsprung_creditors@pwc.com AMIRY & GILBRIDE: BDO LLP Appointed as Joint Administrators ----------------------------------------------------------- Amiry & Gilbride Healthcare Limited was placed into administration in the Court of Session, No. P335 of 2026. James Stephen, Kerry Bailey, and David Wallis of BDO LLP, were appointed as Joint Administrators on April 29, 2026. The Company is a dispensing chemist in specialised stores. Its registered office is Norwood, 3 Beech Road, Lenzie, Glasgow, G66 4HN and is to be changed to c/o BDO LLP, 31 Atlantic Square, York Street, Glasgow, G2 8NJ. Its principal trading address is 35 Meiklewood Road, Glasgow, G51 4GB. The Joint Administrators can be contacted at: James Stephen BDO LLP 2 Atlantic Square 31 York Street Glasgow G2 8NJ -- and -- Kerry Bailey BDO LLP 5 Temple Square Temple Street Liverpool L2 5RH -- and -- David Wallis BDO LLP 55 Baker Street London W1U 7EU Further information: Contact: Abby Lalor Tel: 0151 237 2526 Email: BRCMTNorthandScotland@bdo.co.uk BEST HOSPITALITY: JT Maxwell Appointed as Administrator ------------------------------------------------------- Best Hospitality Limited was placed into administration in the High Court of Justice, Business & Property Court, No. 000687 of 2026. Andrew Ryder of JT Maxwell Limited was appointed as Administrator on May 1, 2026. The Company is a licensed restaurant. Its registered office is 12 Stoney Street, London, SE1 9AD. Its principal trading address is Ground Floor & Basement, 12 Stoney Street, London, SE1 9AD. The Administrator can be contacted at: Andrew Ryder JT Maxwell Limited Unit 1 Lagan House 1 Sackville Street Lisburn, Co Antrim BT27 4AB Further information: Tel: 02892 448 110 Email: corporate@jtmaxwell.co.uk E-CARAT UK 2026-1: Moody's Assigns Ba1 Rating to GBP16.6MM E Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by E-CARAT UK 2026-1 plc: GBP380M Class A Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned Aaa (sf) GBP23.8M Class B Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned Aa1 (sf) GBP19M Class C Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned Aa3 (sf) GBP17.8M Class D Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned A3 (sf) GBP16.6M Class E Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned Ba1 (sf) GBP10.7M Class F Asset Backed Floating Rate Notes due January 2034, Definitive Rating Assigned Ba2 (sf) Moody's have not assigned a rating to GBP7.1M Class G Asset Backed Floating Rate Notes due January 2034. RATINGS RATIONALE The transaction is a one-year revolving cash securitisation of Personal Contract Purchase ("PCP") receivables extended by Stellantis Financial Services UK Ltd (NR) to private obligors located in the United Kingdom. As at May 06, 2026, the pool cut shows 42,002 non-delinquent contracts with a weighted average seasoning of 8.2 months. The portfolio is collateralized by 32% new cars and 68% used cars. PCP contracts give the customer the choice to make the final larger payment (contracted residual value) as agreed at contract signing or return the vehicle. In case the vehicle is returned, the seller guarantee kicks in at a specified performance trigger event for Stellantis branded vehicles, or the vehicle is sold at the current market used car price (residual value), subject to market value fluctuations. Therefore, portfolio cash flows result from fixed lease instalment cash flows (approximately 70%) and residual value ("RV") cash flows at the end of the PCP agreement (approximately 30%). In addition, under UK consumer protection law, obligors can choose to Voluntarily Terminate ("VT") the PCP agreements under certain conditions. The potential for additional losses due to these risks has been incorporated into Moody's quantitative analysis. The transaction benefits from various credit strengths such as a granular portfolio, a simple transaction structure, excess spread to repay the Class A to G Notes once the revolving period finishes, excess spread is available to purchase loans during the revolving period, financial strength of originator's ultimate parent company Stellantis N.V. (Baa3/(P)P-3), good historical performance and the conditional seller RV guarantee. However, Moody's notes that the transaction features some credit weaknesses such as residual value risk, an unrated servicer, albeit supported by a highly rated parent, and a revolving period of 12 months which could increase performance volatility of the underlying portfolio. Various mitigants have been put in place in the transaction structure. Risk of potential deterioration of the pool during the revolving period is partially mitigated by early amortisation triggers and revolving criteria on a portfolio level. Credit enhancement, excess spread and the conditional RV guarantee cover portfolio losses to some extent. In addition, a back-up servicer facilitator is obliged to appoint a back-up servicer if certain triggers are breached. Collections are commingled at the servicer account during monthly collection periods. Commingling risk is partially mitigated by (i) the high rating of the servicer's ultimate parent and (ii) the declaration of trust over the collection account. Moody's analysis focused, among other factors, on (i) an evaluation of the underlying portfolio of receivables; (ii) the macroeconomic environment; (iii) historical performance information; (iv) the credit enhancement provided by subordination, the reserve fund and excess spread; (v) the liquidity support available in the transaction, by way of principal to pay interest and the liquidity reserve; and (vi) the legal and structural integrity of the transaction. MAIN MODEL ASSUMPTIONS Moody's determined the portfolio lifetime expected defaults of 2.2%, expected recoveries of 55% and Aaa portfolio credit enhancement ("PCE") of 8.0% related to borrower receivables. The expected defaults and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate Auto ABS. Portfolio expected defaults of 2.2% are lower than the EMEA Auto ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account: (i) historical performance of the book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations. Portfolio expected recoveries of 55% are higher than the EMEA Auto ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account; (i) historical performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations, such as the voluntary terminations. PCE of 8.0% is lower than the EMEA Auto ABS average and is based on Moody's assessments of the pool which is mainly driven by: (i) historical data variability, (ii) quantity, quality and relevance of historical performance data, (iii) originator quality, (iv) servicer quality, (v) certain pool characteristics, such as asset concentration, and (vi) certain structural features, such as the revolving period. The PCE level of 8.0% results in an implied coefficient of variation ("CoV") of 69.16%. Residual value risk credit enhancement ("RV CE") Moody's determined the Aaa RV CE of 9.6% to account for the residual value market risk. RV CE captures additional portfolio losses which would arise on the securitised RV receivables following a decline in the market prices of used cars in a severe recession environment in case the vehicle is returned at the end of the contract and payments from the guarantor are not available (e.g. originator insolvency). The sum of Aaa RV CE and PCE, as described above, determine approximately the total credit enhancement needed to achieve a Aaa rating. The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in June 2025. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Factors that may cause an upgrade of the ratings of the Notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: a worsening in the overall performance of the pool, or a meaningful deterioration of the credit profile of the servicer or originator. FORWARD SECURITY: Leonard Curtis Appointed as Joint Administrators ------------------------------------------------------------------ Forward Security Services Ltd was placed into administration in the High Court of Justice, Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number CR-2026-LDS-000457. Anthony Milnes and Richard Pinder of Leonard Curtis were appointed as Joint Administrators on April 30, 2026. Forward Security Services Ltd is a UK-based security firm specializing in bespoke electronic security installations. Its registered office is Unit 2 Linfit Court, Colliers Way, Clayton West, Huddersfield, HD8 9WL and is to be changed to 9th Floor, 7 Park Row, Leeds, LS1 5HD. Its principal trading address is Unit 2 Linfit Court, Colliers Way, Clayton West, Huddersfield, HD8 9WL. The Joint Administrators can be contacted at: Anthony Milnes Leonard Curtis 1 & 2 Lion Chambers John William Street Huddersfield HD1 1ES -- and -- Richard Pinder Leonard Curtis 21 Gander Lane Barlborough Chesterfield S43 4PZ Further information: Contact: Amelia Blythe Tel: 0113 323 8890 Email: recovery@leonardcurtis.co.uk FUNERAL SAFE: Kroll Advisory Appointed as Joint Administrators -------------------------------------------------------------- Funeral Safe Ltd was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-003422. Geoffrey Wayne Bouchier and Benjamin John Wiles of Kroll Advisory Ltd were appointed as Joint Administrators on May 6, 2026. Funeral Safe Ltd operated as a specialized UK consumer finance company that provided affordable and responsible loans to cover funeral and end-of-life costs. Its registered office and principal trading address is Unit 3 Valley Lane, Wherstead, Ipswich, IP9 2AX. The Joint Administrators can be contacted at: Geoffrey Wayne Bouchier Benjamin John Wiles Kroll Advisory Ltd The News Building, Level 6 3 London Bridge Street London SE1 9SG Further information: Contact: Felix Bidwell Tel: +44 (0) 20 7089 4713 MIRRIAD LIMITED: FRP Advisory Appointed as Joint Administrators --------------------------------------------------------------- Mirriad Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003327. Philip David Reynolds of FRP Advisory Trading Limited and Robert Ferne of BTG Begbies Traynor (Central) LLP were appointed as Joint Administrators on April 29, 2026. Mirriad Limited is an in-content advertising and technology company that specializes in virtual product placement. Its registered office is 201 Temple Chambers, 3–7 Temple Avenue, London, EC4Y 0DT and is to be changed to 2nd Floor, 110 Cannon Street, London, EC4N 6EU. Its principal trading address is 201 Temple Chambers, 3–7 Temple Avenue, London, EC4Y 0DT. The Joint Administrators can be contacted at: Philip David Reynolds FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU -- and -- Robert Ferne BTG Begbies Traynor (Central) LLP Level 33, One Canada Square London E14 5AB Further information: Contact: Fotis Papathomas Tel: 020 3005 4000 Email: cp.london@frpadvisory.com PREH LIMITED: Azets Holdings Appointed as Joint Administrators -------------------------------------------------------------- Preh Limited was placed into administration in the High Court of Justice, Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number CR-2026-000469. Jonathan Mark Amor and Richard Oddy of Azets Holdings Limited were appointed as Joint Administrators on May 1, 2026. The company engaged in activities of holding company. Its registered office is c/o Azets Holdings Limited, 5th Floor, Ship Canal House, 98 King Street, Manchester, M2 4WU. The Joint Administrators can be contacted at: Jonathan Mark Amor Richard Oddy Azets Holdings Limited 12 King Street Leeds LS1 2HL Further information: Contact: Jordan Dams Tel: 0161 245 1000 REAL GREEK LTD: Alvarez & Marsal Appointed as Joint Administrators ------------------------------------------------------------------ The Real Greek Bracknell Limited (trading as The Real Greek) was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), No. CR-2026-003441. Paul Berkovi and Robert Croxen of Alvarez & Marsal Europe LLP, were appointed as Joint Administrators on May 1, 2026. The company carried on a business of licensed restaurants. Its registered office and principal trading address is 1st Floor, 50–51 Berwick Street, London, W1F 8SJ. The Joint Administrators can be contacted at: Paul Berkovi Robert Croxen Alvarez & Marsal Europe LLP Suite 3, Avery House 69 North Street Brighton BN41 1DH Further information: Contact: Jonathan Rose Tel: +44 (0) 20 7715 5223 Email: INS_TREGBL@alvarezandmarsal.com REAL GREEK WINE: Alvarez & Marsal Appointed as Administrators ------------------------------------------------------------- The Real Greek Wine Company Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), No. CR-2026-003442. Paul Berkovi and Robert Croxen of Alvarez & Marsal Europe LLP were appointed as Joint Administrators on May 1, 2026. The Company is a licensed restaurant. Its registered office and principal trading address is 1st Floor, 50–51 Berwick Street, London, W1F 8SJ. The Joint Administrators can be contacted at: Paul Berkovi Robert Croxen Alvarez & Marsal Europe LLP Suite 3, Avery House 69 North Street Brighton BN41 1DH Further information: Contact: Jonathan Rose Tel: +44 (0) 20 7715 5223 Email: INS_TRGWCL@alvarezandmarsal.com SUMA LOGISTICS: Currie Young Limited Appointed as Administrators ---------------------------------------------------------------- Suma Logistics Ltd was placed into administration in the High Court of Justice, Business & Property Courts in Leeds, Insolvency & Companies List (ChD), No. 470 of 2026. Steven John Currie and Sophie Leigh Murcott of Currie Young Limited were appointed as Joint Administrators on May 1, 2026. The Company engaged in freight transport by road. Its registered office and principal trading address is The Gatehouse, Etruscan Street, Stoke-on-Trent, ST1 5PG. The Joint Administrators can be contacted at: Steven John Currie Sophie Leigh Murcott Currie Young Limited Riverside 2, No.3 Campbell Road Stoke-on-Trent ST4 4RJ Further information: Contact: Casey Matthews Tel: 01782 394500 Email: sjc@currieyoung.com TIC BIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Ratings has affirmed the B3 long-term corporate family rating and the B3-PD probability of default rating of TIC Bidco Limited (Phenna or the company). Concurrently, Moody's affirmed the B2 ratings on the senior secured term loans and the senior secured revolving credit facility (RCF) issued by TIC Bidco Limited. The outlook was changed to stable from positive. Phenna is raising GBP150 million equivalent incremental term loan fungible into the existing GBP764 million equivalent term loan B. Proceeds from the issuance will be used to fund upcoming acquisitions. RATINGS RATIONALE The change in outlook to stable from positive reflects Moody's expectations that the key credit metrics required for an upgrade will not be met in the near term. Phenna reported robust operating results in 2025, with organic revenue and EBITDA growth of 9%, and is strongly positioned in the B3 rating category. However, the company's Moody's-adjusted debt/EBITDA and free cash flow generation were weaker than anticipated due to the additional debt took on to fund bolt-on acquisitions. Moody's expects Phenna to achieve organic revenue growth in the mid-single digits in 2026 and 2027, reflecting a good degree of resilience in a challenging macroeconomic environment. Moody's also anticipates the company's margins to remain robust and gradually improve as the portfolio mix increasingly focuses on the more profitable certification and compliance segment. However, for the 12 months ended in March 2026, Moody's estimates Moody's-adjusted debt/EBITDA pro forma for the completed acquisitions to be around 7.4x, a level which Moody's expects to remain broadly unchanged after the contemplated transaction. Although Moody's expects a reduction in leverage over time, Moody's considers it unlikely to decrease below 6.5x by the end of 2027, given the company's sustained appetite for inorganic growth. Acquisition and integration costs will continue to impact Moody's-adjusted EBITDA, as well as free cash flow (FCF), which remained negative in 2025. Initially, when the rating was first assigned, Moody's had forecasted a Moody's adjusted FCF of about GBP50 million for 2025. However, Moody's now expect the company's free cash flow to become positive in 2026 and improve gradually, aided by underlying earnings growth and a reduction in exceptional costs. Phenna's B3 CFR continues to be supported by the company's solid position in the Testing, Inspection, Compliance and Certificate (TICC) sector, which benefits from attractive market fundamentals driven by increasing regulation and accreditation, energy transition and sustainability; the low cost and critical nature of services provided, largely focused on existing assets and operating expenditure; its strong organic trading performance and successful track record of identifying and integrating acquisitions; and its adequate liquidity, with access to a GBP100 million RCF and no near term debt maturities. Conversely, the B3 rating is constrained by the company's financial policy, which includes a tolerance for high leverage on a Moody's-adjusted basis, as well as relatively weak free cash flow generation in part due to integration and acquisition expenses. Phenna operates within its stated leverage target, so Moody's don't expect a significant deleveraging in the near term, given the company's ongoing appetite for debt-funded inorganic growth. Additionally, the company's limited history as an operating entity, rapid expansion, relatively decentralised model with ongoing integration processes, and some exposure to new infrastructure and construction projects continue to constraint the rating. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance was a driver of the rating action reflecting the company's tolerance for high leverage and track record of debt-funded acquisitions. LIQUIDITY Phenna has adequate liquidity. At the end of March 2026, the company had a cash balance of GBP116 million and access to a GBP100 million RCF due in December 2030, of which GBP26 million were drawn. The RCF has a springing senior secured net leverage covenant tested if drawings reach or exceed 40% of facility commitments. Should it be tested, Moody's expects Phenna to retain ample headroom against a test level of 11.6x (March 2026: 4.8x). The group has no debt maturities in the near term, with the GBP1.2 billion equivalent term loans maturing in June 2031. STRUCTURAL CONSIDERATIONS The senior secured term loans and RCF are rated B2, one notch above the corporate family rating. This reflects the ranking of the senior secured facilities ahead of the deferred consideration obligations. OUTLOOK The stable outlook reflects Moody's expectations that the company will maintain at least mid-single digit percentage organic revenue growth with stable margins, and generate positive free cash flow before M&A and deferred considerations. It also assumes that the company will maintain at least adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if organic growth rates continue at least in the mid-single digit percentage rates, with growing margins, and acquisitions perform to expectations and are successfully integrated. Quantitatively an upgrade would require: -- Moody's-adjusted leverage to reduce towards 6.0x on a sustainable basis; and -- Moody's-adjusted free cash flow / debt to be consistently positive; and -- Moody's-adjusted EBITA / interest to move well above 1.5x on a sustainable basis An upgrade would also require the company's financial policies to be aligned with the above financial metrics and liquidity to remain at least adequate. The ratings could be downgraded if organic growth rates reduce towards zero or margins decline, or if the performance or integration of acquisitions is below expectations. Quantitatively a downgrade could occur if: -- Moody's-adjusted leverage increases above current levels; or -- Moody's-adjusted free cash flow remains negative; or -- Moody's-adjusted EBITA / interest falls below 1.25x or liquidity weakens PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. CORPORATE PROFILE Headquartered in Nottingham, UK, Phenna is a TICC company serving a wide range of markets across infrastructure and construction, the built environment, food, pharmaceutical, aerospace and other sectors. Its key activities include on-site and laboratory testing, inspection, safety assurance and certification. The company employs close to 6,000 people, and operates more than 100 laboratories globally, with the UK being its main market and accounting for around 60% of revenue in 2025. In 2025, the company generated revenues of GBP643 million and company-adjusted EBITDA of GBP153 million. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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