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

                          E U R O P E

          Monday, June 8, 2026, Vol. 27, No. 113

                           Headlines



F R A N C E

CIRCET HOLDING: S&P Affirms 'B+' ICR on Expected Deleveraging
DELACHAUX GROUP: Moody's Affirms 'B1' CFR, Outlook Remains Stable
MYRRHA SAS: S&P Cuts LT ICR to 'CCC+' on Pressure on Profitability


G E R M A N Y

MAHLE GMBH: S&P Affirms 'BB-' LT ICR & Alters Outlook to Positive
SC GERMANY 2022-1: Moody's Affirms Ba3 Rating on EUR51MM E Notes


I R E L A N D

BAIN CAPITAL 2024-2: S&P Affirms B-(sf) Rating on Cl. F-2 Notes
CVC CORDATUS XIX: S&P Assigns B- (sf) Rating on Class F-R Notes
FINANCE IRELAND 3: Fitch Rates Class X Notes 'BB+(EXP)sf'
HARVEST CLO XL: S&P Assigns Prelim. B- (sf) Rating on Cl. F Notes
PROVIDUS CLO XV: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes



L U X E M B O U R G

SAPHIRA HOLDINGS:S&P Assigns 'B+' ICR on Dividend Recapitalization


N E T H E R L A N D S

PEGASUS BIDCO: S&P Affirms 'B+' ICR Following SunOpta Acquisition
SELECTA GROUP: S&P Withdraws 'SD' Issuer Credit Rating


N O R W A Y

AXACTOR ASA: S&P Places 'B-' ICR on CreditWatch Positive


S P A I N

FOYT FINANCE DAC: Moody's Assigns Ba1 Rating to EUR22.5MM E Notes
SABADELL CONSUMO 4: Moody's Assigns Ba2 Rating to EUR32MM D Notes


S W E D E N

ASSEMBLIN CAVERION: Fitch Hikes IDR to 'B+', Outlook Positive


S W I T Z E R L A N D

AVOLTA AG: S&P Rates Proposed EUR400MM Senior Secured Notes
BANQUE HERITAGE: Moody's Affirms Ba1 Issuer Ratings, Outlook Stable


T U R K E Y

KOC HOLDING: S&P Affirms 'BB+/B' ICRs, Outlook Stable


U N I T E D   K I N G D O M

ART ACADEMY: Crowe UK Appointed as Joint Administrators
BLETCHLEY PARK 2026-1: Moody's Assigns B1 Rating to Class X1 Notes
BLIND PIG: Oury Clark Appointed as Administrator
CONSUMER HELPLINE: Xeinadin Corporate Appointed as Administrators
HESCOTT ENGINEERING: Interpath Advisory Appointed as Administrators

INTEGRATED ESTATES: BDO LLP Appointed as Joint Administrators
KTRW ENGINEERING: FRP Advisory Appointed as Administrators
MAREX GROUP: S&P Rates Proposed Perpetual Subordinated Notes 'BB'
OFFSITE ENGINEERED: BTG Begbies Appointed as Administrators
PATAGONIA BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Negative

PERFORMER FUNDING 1: Moody's Affirms Ca Rating on GBP50.1MM R Notes
PFL REALISATIONS: Dow Schofield Appointed as Administrators
SOUTH EAST WATER: Moody's Cuts Rating on Sr. Secured Debt to Ba1
TRIPSMITHS LTD: Moorfields Appointed as Joint Administrators
VELOCITY HOMES: McTear Williams Appointed as Joint Administrators


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F R A N C E
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CIRCET HOLDING: S&P Affirms 'B+' ICR on Expected Deleveraging
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S&P Global Ratings affirmed its 'B+' ratings on telecom
infrastructure provider Circet Holding SAS (Circet) and its term
loan B (TLB). S&P also withdrew its debt issue rating on the
revolving credit facility (RCF) at the issuer's request.

S&P said, "Our stable outlook reflects our expectation that
Circet's leverage will sharply reduce to less than 5.5x in 2026,
while free operating cash flow (FOCF) to debt will return to above
5%.

"Circet underperformed our previous base case in 2025, with
adjusted debt to EBITDA materially above 5.5x and FOCF to debt of
less than 5%, due to higher-than-anticipated restructuring expenses
related to operational challenges the company faced across various
geographies since 2024.

"However, we anticipate Circet's credit metrics will recover
sharply to a level commensurate with the rating in 2026. The
resolution of operational setbacks mostly in Germany and the U.S.
supports a decrease in exceptional costs and EBITDA growth.

"We anticipate a sharp margin recovery in 2026 spurred by the
resolution of operational setbacks and reducing exceptional costs
that weighed on 2024-2025 performance. Circet underperformed our
previous base case in 2025, with adjusted debt to EBITDA of 5.9x
(pro forma for the 12-month contribution of 2025 acquisitions) and
FOCF to debt of 3.1%. The company's credit metrics were materially
beyond our requirements for the 'B+' rating for the second
consecutive year in 2025." This deviation was spurred by rising
nonrecurring expenses of EUR81 million in 2025, up from EUR52
million in 2024, which constrained the company's adjusted EBITDA
and resulted from:

-- Several projects in Germany, started before 2024, required
extensive reworks throughout 2025 to meet contracted quality
standards. This resulted in cost overruns and legal dispute
expenses of EUR33 million in 2025.

-- Several projects in the U.S. were terminated in advance by
clients while others led to cost overruns due to execution
challenges, leading to EUR23 million additional costs.

-- Severance costs of approximately EUR10 million in France to
right-size the structure in a more mature telecom market, cost
overruns of about EUR10 million related to a car park project in
the U.K., and EUR4 million in miscellaneous expenses.

S&P said, "We, however, expect Circet's adjusted EBITDA margin will
recover to 11.8% in 2026, from 10.9% pro forma in 2025, thanks to
reducing nonrecurring expenses. We understand the resolution of
operational issues associated with underperforming contracts
identified in Germany is now complete, and the company has signed
new contracts with price review clauses." The acquisition of Gemini
in the U.S. has provided Circet with the critical scale and
technical expertise necessary to protect itself from major contract
terminations and cost overruns, and to bring new commercial
opportunities with tier one telecom operators.

S&P said, "Therefore, we expect leverage will steadily recover and
fall in line with our rating parameters by 2026 and further improve
thereafter. We forecast leverage to decrease gradually to 5.3x in
2026 and 4.9x in 2027 spurred by EBITDA recovery. Circet has
diversified its operations by entering new geographies to benefit
from the tailwinds of fiber-to-the-home deployment in the U.S.,
Germany, or Belgium, while expanding its market share in recurring
telecommunications services in more mature telecom markets and
developing its energy, digital infrastructure, and mobility
segment. While this has weighted on the group's profitability it
also supports business, customer, and geographic diversification
and drives our view that Circet's revenue will grow organically by
0.5%–1.5% over the next two years.

"In our view, reducing nonrecurring costs and capex-light
operations support FOCF growth and Circet's liquidity profile. We
anticipate that FOCF to debt will expand to about 8.0% in 2026,
from 3.1% in 2025 resulting from stronger profitability and capital
expenditure (capex)-light operations. This, alongside Circet's plan
to extend the maturity of its TLB by three years, and solid cash
position, supports comfortable liquidity headroom over the next few
years. We note that Circet maintained a cash position of EUR441
million as of year-end 2025, as it drew EUR174 million on its RCF
to finance the acquisition of Gemini. We assume that Circet will
not redeem the RCF and instead utilize its balance sheet cash to
fund future bolt-on acquisitions, which we so far do not include in
our base case.

"Our stable outlook reflects our expectation that Circet's leverage
will sharply reduce to below 5.5x from 2026, while FOCF to debt
will return to above 5.0%.

"We could lower our rating if Circet fails to sufficiently trim
leverage in full year 2026 such that S&P Global Ratings-adjusted
leverage is likely to stay above 5.5x or if its FOCF to debt stayed
below 5%. We could also lower the rating if our assessment of
Circet's market position weakened. This could happen amid increased
competition that accentuates pressure on prices from customers and
subcontractors, with volume growth not materializing or the group
facing major contract or customer losses or additional unforeseen
operational setbacks. It could also result from a more aggressive
financial policy than we anticipate in our base-case scenario, for
instance, through debt-financed transformative mergers and
acquisitions (M&A) or dividend recapitalizations.

"We could raise our rating if adjusted debt to EBITDA decreased
sustainably below 4.5x while Circet articulates a financial policy
consistent with such level."


DELACHAUX GROUP: Moody's Affirms 'B1' CFR, Outlook Remains Stable
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Moody's Ratings has affirmed the B1 long term corporate family
rating and the B1-PD probability of default rating of Delachaux
Group SAS (Delachaux or the company).  Concurrently, Moody's have
affirmed the B1 ratings of Delachaux's EUR710 million backed senior
secured term loan B (TLB) due 2029 and EUR75 million backed senior
secured revolving credit facility (RCF) due 2028.  The outlook
remains stable.

RATINGS RATIONALE

"The divestment of the rail signaling business to Westinghouse Air
Brake Technologies Corp. on December 01, 2025 reduced Moody's
adjusted net leverage of Delachaux to 0.4x as of December 2025. The
impact of the divestment on Moody's assessments of diversification
and scale of Delachaux was only moderate given that the division
represented just 10% of the company's revenues in 2024", said
Oliver Giani, Moody's Ratings lead analyst for Delachaux. "Despite
the recapitalization of the business via the distribution of the
sale proceeds together with some excess cash by way of a EUR615
million dividend to shareholders in April 2026, Moody's expects
Delachaux's key credit metrics, including its Moody's adjusted
leverage that Moody's projects at or below 5.0x by end of 2026, to
remain well within Moody's expectations for the B1 CFR of the
company", he added. Management indicated that part of proceeds from
the disposal could be used by the Delachaux family to facilitate
partial or total exit of Caisse de Dépôt et Placement du Québec
(CDPQ) from the company's shareholding.

The B1 CFR is supported by the company's dominant positions within
a niche of the global rail infrastructure market, complemented by
strong positions in Energy & Data Management systems (EDMS) and in
the Chromium business; good geographical and segmental
diversification; solid margins and low capex requirements, which,
absent of large dividend payments, have supported consistent
positive FCF even through cyclical downturns; and relatively
balanced financial policy reflected by the company's regular
voluntary debt repayments and the track record of operating with
lower leverage over the last three years.

At the same time, the rating continues to be constrained by the
company's exposure to cyclical end markets, and its exposure to raw
material price volatility. Delachaux' direct exposure to tariffs is
limited so far, however the slower economic growth and ongoing
tariff related uncertainties could impact future earnings growth.

This rating action reflects Moody's baseline expectation of a
contained impact on energy markets despite ongoing oil supply
disruption and limited damage to production or infrastructure.
However, Delachaux remains exposed to a more adverse conflict
scenario through the macro financial conditions transmission
channel.

LIQUIDITY

The liquidity profile is good with EUR142 million of cash on
balance sheet as of end March 2026 pro-forma for the payment of
EUR615 million dividend in April 2026 and a fully undrawn backed
senior secured RCF of EUR75 million. The latter has one springing
net leverage covenant tested when the RCF is drawn by more than 40%
with ample headroom. The company has also access to non-recourse
factoring lines.
For 2026 FCF will be significantly negative because of the large
dividend payment to Delachaux' shareholders. Delachaux has no
near-term debt maturities with the backed senior secured RCF and
the backed senior secured TLB expiring in 2028 and 2029,
respectively

STRUCTURAL CONSIDERATIONS

Delachaux's capital structure consists of around EUR710 million
backed senior secured TLB and EUR75 million backed senior secured
RCF, both ranking pari passu in terms of priority of claims,
sharing the same security package and guaranteed by entities
accounting for at least 80% of consolidated EBITDA. The senior
secured facilities are rated in line with the long-term CFR at B1,
in the absence of any liabilities ranking ahead or below. The B1-PD
probability of default rating is at the same level as the CFR,
reflecting the use of a standard recovery rate of 50%, which
reflects a capital structure with first lien bank loans and the
covenant-lite nature of the loan documentation.

RATING OUTLOOK

Following the sale of the rail signaling business the rating
remains solidly positioned. The stable outlook reflects Moody's
expectation that Moody's adjusted leverage will remain around 5.0x
over the next 12-18 months with an EBITA/interest expense ratio
well above 2.5x. The stable outlook also assumes that the company
will continue to maintain a balanced financial policy while keeping
a good liquidity profile.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward rating pressure could develop if Moody's-adjusted gross
debt/EBITDA declines to well below 4.5x on a sustained basis;
Moody's adjusted FCF/debt remains at high-single digit percentages
while maintaining a good liquidity position; and Moody's adjusted
EBITA margin remains above 14% on a sustained basis. An upgrade
would also require a continued commitment to a balanced financial
policy.

Negative rating pressure could develop if Moody's-adjusted gross
debt/EBITDA consistently exceeds 5.5x; in case of negative FCF,
resulting in a substantial weakening of its liquidity profile; or
if Moody's adjusted EBITA/interest expense were to decline to below
2.0x on a sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2025.

The rating is two notches below the scorecard-indicated outcome
reflecting the cash inflow from the sale of the rail signaling
business in December 2025. In Moody's forward view, taking into
account the recapitalization of the business in April 2026, the
scorecard indicated outcome changes to B1 in line with the rating
assigned.

COMPANY PROFILE

Headquartered in Colombes, France, Delachaux is a manufacturer of
critical equipment and systems for the rail infrastructure
industry. Its core activity is complemented by its EDMS and its
Chromium business. In 2025, the company operated in 38 countries
globally and had 3,381 employees. During the 12 months that ended
March 2026, Delachaux generated EUR1.02 billion in revenue and
EUR163 million in management-adjusted EBITDA.

The company is majority owned by Ande Investissements SCA, which
belongs to the Delachaux family, and CDPQ.

With the planned exit of minority shareholder CDPQ and the purchase
of the shares by Ande Investissements SCA, Delachaux will become
wholly-owned by the Delachaux family again.


MYRRHA SAS: S&P Cuts LT ICR to 'CCC+' on Pressure on Profitability
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S&P Global Ratings lowered its long-term issuer credit rating on
Myrrha SAS to 'CCC+' from 'B-'and its issue rating on the EUR700
million senior secured term loan B (TLB) to 'CCC+' from 'B-'. The
recovery rating on the TLB is unchanged at '3', indicating recovery
prospects of about 50%-70% (rounded estimate 60%) in the event of
default.

The stable outlook reflects S&P's view that AD Education will
maintain sufficient liquidity to fund its operations over the next
12 months, supported by the absence of short-term debt maturities.

Myrrha SAS, parent of AD Education, faces operating challenges in
France, its key market, amid intensified competition, AI-related
disruption, and adverse regulatory changes. S&P expects total
revenue to decrease by 7% in fiscal 2026 (ending Aug. 31, 2026),
while S&P Global Ratings-adjusted EBITDA margin will decrease to
about 27%-28%, from 35% in fiscal 2025.

S&P said, "As a result of pressured profitability, we forecast the
group's S&P Global Ratings-adjusted debt to EBITDA will reach 11.4x
in fiscal 2026 and free operating cash flow (FOCF) after leases
will turn negative to EUR30 million.

"While the group has announced mitigating actions to return to
growth, we think that it will take time to rebuild the business and
there is high execution risk to the plan. While leverage will
remain elevated and FOCF will remain negative in the medium term,
we think the group's capital structure could become unsustainable,
absent favorable business, financial, and economic conditions.

"We expect Myrrha's, parent of AD Education, operating performance
to deteriorate over fiscal years 2026 and 2027 as the company keeps
navigating challenging market conditions. We forecast the group's
total revenue to decrease by about 7% in fiscal 2026 to about
EUR359 million, from EUR386 million in fiscal 2025. Reflecting
lower new student enrollments in France (Fall 2025 and Spring 2026
intakes), which account for about 62% of the group's total student
base. The impact is more pronounced across the Arts and Creation
segment, where we expect revenue to decrease by about 10%, while we
forecast revenue from the Business and Engineering segment will
moderately decline by about 3%. Intensifying competition,
AI-related disruptions, reduced interest in creative art programs,
and unfavorable demographic and economic trends will underpin the
decrease in revenue. Additionally, the adverse regulatory changes
following the 2025 apprenticeship reform have reduced funding
visibility and constrained work study placement rates across the
group's schools in France. We forecast revenue from international
operations to decrease by about 3%, due to lower enrollments in
Italy and Germany, although partly mitigated by the Leeds campus in
the U.K. We anticipate these unfavorable market trends to persist
over the medium term, with the embedded decline further weighing on
total enrollments in fiscal 2027, where we expect revenue to
decrease by about 3%.

"As a result of the pressured topline, we expect adjusted EBITDA to
decline to about EUR98 million in fiscal 2026, and EUR96 million in
fiscal 2027, from EUR134 million in fiscal 2025. This represents a
significant reduction compared to our previous base-case
expectation of EUR154 million in fiscal 2026 and EUR167 million in
fiscal 2027. It also highlights the group's largely fixed cost
structure, that limits its ability to adjust operating expenses in
response to declining activity.

"We understand management is implementing a value creation plan,
including cost optimization measures and topline growth
initiatives, all aimed at recovering the group's positioning and
enhancing operating efficiency. We anticipate the positive impact
of these measures is unlikely to materialize before fiscal 2028 and
we think there is execution risk related to this plan, since the
implied initiatives could fail to deliver the expected operating
gains, particularly given the challenging operating environment

"We expect the group's FOCF after leases will turn negative over
fiscal years 2026 and 2027. Management has increased its capital
expenditure (capex) to about EUR27 million in fiscal 2026, from
EUR21 million expected previously, mainly due to the accelerated
move of the SAE London campus. The group also has a highly
leveraged capital structure, resulting in a cash interest burden of
about EUR45 million annually. Other cash outflows mainly comprise
about EUR10 million working capital outflow, and minimal annual
cash taxes of EUR1 million. Given the group's pressured
profitability, we now forecast a material decline in FOCF after
lease payments to about negative EUR30 million in fiscal 2026,
before improving to about negative EUR20 million in fiscal 2027, on
the back of capex normalization. We think that the group's
liquidity will remain adequate over the next 12 months. As of Aug.
31, 2025, the group had EUR62 million cash on the balance sheet and
EUR100 million undrawn revolving credit facility (RCF). We note
that the group does not have any short-term debt maturities, with
its EUR700 million TLB maturing in November 2031, thereby reducing
short-term refinancing risk. However, while current liquidity
provides some buffer to cover short-term needs, we think that
continued operating underperformance and cash burn could weaken AD
Education's liquidity position in the medium term.

"As we expect the group's leverage to spike to 12.0x in fiscal
2027, we think that the group's capital structure could become
unsustainable absent favorable business, financial, and economic
conditions. The group has a highly leveraged balance sheet, and we
estimate that about EUR1.1 billion of adjusted debt will be
outstanding by end-fiscal 2026. This mainly comprises the EUR700
million TLB, our lease liability estimate of about EUR200 million,
and the payment-in-kind instrument held by third parties, that we
include in our adjusted debt calculation of about EUR190 million by
end-fiscal 2026. Therefore, given the expected decrease in EBITDA
generation, we forecast adjusted leverage will reach about 11.4x in
fiscal 2026 and 12.0x in fiscal 2027, from 8.2 x in fiscal 2025. We
think that AD Education's capital structure could become
unsustainable over the medium term given the high level of debt
compared with the size of operations and expected cash burn. We
think it is increasingly dependent on successful execution of its
recovery plan over the medium term.

"The stable outlook reflects our view that Myrrha SAS, parent of AD
Education, will maintain sufficient liquidity to fund its
operations over the next 12 months, supported by the absence of
short-term debt maturities. In our base case, we assume that the
group's operating performance will remain subdued over fiscal years
2026 and 2027, amid challenging market conditions in France,
resulting in negative cash flow generation, and adjusted leverage
above 10.0x."

S&P could lower its ratings on Myrrha SAS, AD Education's parent,
if:

-- Its liquidity position further deteriorates such that it is
unable to cover its fixed charges; or

-- S&P sees heightened risk of default, including debt buyback,
exchange offer or similar restructurings that it considers to be
distressed transactions.

S&P said, "We could raise the rating on Myrrha SAS, AD Education's
parent, if the group successfully executes its value creation plan,
resulting in improved earnings and profitability, such that FOCF
after leases turn positive on a sustained basis, and leverage
reduces below the current level, resulting in a capital structure
that we would view as sustainable."



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G E R M A N Y
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MAHLE GMBH: S&P Affirms 'BB-' LT ICR & Alters Outlook to Positive
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S&P Global Ratings revised its outlook on Mahle GmbH to positive
from stable and affirmed its 'BB-' long-term issuer credit rating
on the group and issue ratings on its unsecured debt.

S&P said, "The positive outlook indicates that we could raise our
rating on Mahle over the next 12 months if we anticipate adjusted
funds from operations (FFO) to debt and FOCF to debt will increase
above 25% and 5%, respectively, in 2027 supported by adjusted
EBITDA margins staying sustainably above 8%.

"We anticipate Mahle GmbH's restructuring actions will translate
into additional profitability improvements in 2026 and 2027 despite
declining auto production and higher cost inflation in its key end
markets. We estimate the group's S&P Global Ratings-adjusted EBITDA
margin will increase to 8.5%-9.0% in 2027, from 8.1% in 2026 and
8.0% in 2025, supporting a gradual improvement in leverage
metrics."

Controlled capital expenditure (capex) and lower tax expense
following the group's recent reorganization should also support
robust free operating cash flow (FOCF) of at least EUR200 million
by 2027, after elevated cash restructuring outlays in 2026.

Mahle's restructuring measures support improving profitability
despite still challenging market conditions. The group cut its
production facilities to 127 at the end of 2025 from 148 in 2023,
while total employees declined to 64,242 from 72,373. S&P said, "We
think this results in a more resilient cost base amid still-subdued
auto production, particularly in Europe where the bulk of measures
were taken. We anticipate Mahle's S&P Global Ratings-adjusted
EBITDA margin will continue to increase to 8.1% in 2026 and 8.7% in
2027 after the sizable improvement to 8.0% in 2025 from 6.5% in
2024. This is despite our forecast 2% decline in global auto
production in 2026 and expected flat volumes for 2027. A gradual
reduction in annual restructuring costs to EUR70 million-EUR80
million from EUR184 million in 2025 will also support
profitability. For first-quarter 2026, we estimate the group's S&P
Global Ratings-adjusted EBITDA margin rose to 8.3% from about 6.9%
in first-quarter 2025, despite a 4% revenue drop. While raw
material inflation will rise in upcoming quarters, we think this
will largely be offset by further productivity gains and a gradual
pass-through to auto original equipment manufacturers."

Stronger earnings and Mahle's conservative financial policy should
translate into further deleveraging. S&P said, "We estimate the
group's FFO to debt could increase to about 28% in 2027 from 25% in
2026 and 18.9% in 2025. We expect its nonprofit shareholders--Mahle
Stiftung and Mahle Beteiligungen GmbH (MABEG)--will continue
supporting a prudent dividend policy and limited bolt-on
acquisitions, if any. Our base-case scenario assumes total cash
dividends of up to EUR50 million per year, mostly for minority
interests, and no acquisition spending. Management targets a
reported net debt-to-EBITDA ratio below 2.0x; it was 1.3x as of
Dec. 31, 2025. In our base-case scenario, we expect a gradual
improvement in S&P Global Ratings-adjusted debt to EBITDA of
2.5x-3.0x in 2026-2027, from 2.9x in 2025 and 3.7x in 2024. The
difference between Mahle's reported leverage and our S&P Global
Ratings-adjusted debt to EBITDA mainly stems from our adjustments
related to operating leases, pension obligations, receivable
financing outstanding, and the reclassification of income from
asset disposals as exceptional items. We also exclude some cash
balances that we consider not immediately available for debt
repayment."

Mahle's cash generation is set to improve thanks to gradually
declining restructuring cash costs and lower tax expense. S&P said,
"We expect the group will generate healthy FOCF of close to EUR80
million in 2026 despite elevated restructuring outlays of about
EUR200 million, compared with about EUR100 million in 2025. With
cash restructuring costs gradually declining below EUR100 million
in 2027, we anticipate higher FOCF of close to EUR220 million. We
also anticipate the group will restore cash tax payments more in
line with normal statutory tax rates after the full absorption of
the Mahle Behr entities (75% owned previously) and its ongoing
legal reorganization. We estimate cash taxes will decline to EUR90
million-EUR100 million per year, after significant payments of
EUR187 million and EUR254 million in 2024 and 2025. Our base-case
assumes that capex will increase slightly to EUR390 million-EUR410
million in 2026-2027 from EUR336 million in 2025, but stays at
overall healthy levels of about 3.7% of sales. In addition, we do
not assume any working capital contributions to FOCF, after the
EUR132 million and EUR39 million inflows recorded in 2024 and 2025
(adjusted for changes in factoring)."

S&P said, "The positive outlook indicates that we could raise our
rating on Mahle over the next 12 months if we anticipate adjusted
FFO to debt and FOCF to debt will increase above 25% and 5% in 2027
supported by adjusted EBITDA margins staying sustainably above 8%.

"We could revise our outlook on Mahle to stable if we anticipate
FFO to debt and FOCF to debt will remain below 25% and 5%,
respectively, in 2027 and beyond. This could stem from slower than
anticipated profitability improvements due to setbacks in the
group's operating initiatives, a material downturn in auto
production or failure to pass-on a large portion of the ongoing
cost inflation to customers.

"We could raise our rating on Mahle if the group increases FFO to
debt to above 25% and FOCF to debt to above 5% sustainably. This
could stem from a continued execution of operating efficiency
initiatives such that EBITDA margin stays sustainably above 8% and
capex remains controlled."


SC GERMANY 2022-1: Moody's Affirms Ba3 Rating on EUR51MM E Notes
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Moody's Ratings has upgraded the ratings of four Notes in SC
Germany S.A., Compartment Consumer 2021-1 and SC Germany S.A.,
Compartment Consumer 2022-1. The upgrade actions reflect the
increased levels of credit enhancement for the affected Notes.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain their current ratings.

Issuer: SC Germany S.A., Compartment Consumer 2021-1

EUR1192.5M Class A Notes, Affirmed Aaa (sf); previously on Sep 25,
2025 Affirmed Aaa (sf)

EUR60M Class B Notes, Affirmed Aaa (sf); previously on Sep 25,
2025 Affirmed Aaa (sf)

EUR97.5M Class C Notes, Affirmed Aaa (sf); previously on Sep 25,
2025 Upgraded to Aaa (sf)

EUR75M Class D Notes, Upgraded to Aaa (sf); previously on Sep 25,
2025 Upgraded to Aa2 (sf)

EUR37.5M Class E Notes, Upgraded to A1 (sf); previously on Sep 25,
2025 Upgraded to Baa2 (sf)

Issuer: SC Germany S.A., Compartment Consumer 2022-1

EUR756M Class A Notes, Affirmed Aaa (sf); previously on Sep 25,
2025 Affirmed Aaa (sf)

EUR44M Class B Notes, Affirmed Aaa (sf); previously on Sep 25,
2025 Affirmed Aaa (sf)

EUR55M Class C Notes, Upgraded to Aa1 (sf); previously on Sep 25,
2025 Upgraded to Aa2 (sf)

EUR40M Class D Notes, Upgraded to A2 (sf); previously on Sep 25,
2025 Upgraded to Baa2 (sf)

EUR51M Class E Notes, Affirmed Ba3 (sf); previously on Sep 25,
2025 Affirmed Ba3 (sf)

EUR26M Class F Notes, Affirmed Caa3 (sf); previously on Sep 25,
2025 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The upgrades are prompted by the increase in credit enhancement for
the affected tranches due to the sequential amortization of the
Notes.

Increase in Available Credit Enhancement

SC Germany S.A., Compartment Consumer 2021-1

The Notes principal payments waterfall changed irreversibly to
sequential from the previous pro rata payment due to the occurrence
of a Sequential Payment Trigger Event, linked to the cumulative net
loss ratio exceeding 2.75% as of the payment date in October 2023.

Sequential amortization and, following the repayment of the Class F
Notes, available over-collateralization led to the increase in
credit enhancement available in this transaction. For instance, the
credit enhancement for the most senior tranche affected by the
rating action, the Class C Notes, increased to 34.5% from 24.9%
since the previous rating action in September 2025.

In addition, the transaction benefits from significant excess
spread as a source of credit enhancement, helped by an interest
rate swap, where the issuer pays a fixed swap rate of -0.24% and
receives one-month EURIBOR on a notional linked to the outstanding
balance of the Class A to E Notes.

SC Germany S.A., Compartment Consumer 2022-1

The Notes principal payments waterfall changed irreversibly to
sequential from the previous pro rata payment due to the occurrence
of a Sequential Payment Trigger Event, linked to the cumulative net
loss ratio exceeding 3.25% as of the payment date in October 2024.

Sequential amortization led to the increase in credit enhancement
available for the affected Notes. PDL has increased to EUR29.9
million from EUR22.6 million as of the latest rating action in
September 2025 as a consequence of increasing defaults and the
limited availability of excess spread.  The sequential amortization
together with the non amortizing reserve fund (EUR12.6 million)
available to cover PDL at the end of the transaction, more than
offset the negative impact of increasing PDL for the mezzanine
notes. For instance, the credit enhancement of the Class C Notes
increased to 25.8% from 21.6% and for the Class D Notes to 18.6%
from 16.0% as a percentage of the current pool balance, since
previous rating action.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's expected
default rate and recovery rate assumptions for the portfolios
reflecting the collateral performance to date.

SC Germany S.A., Compartment Consumer 2021-1

The performance of the transaction has been stable since the last
rating action in September 2025. 90 days plus arrears currently
stand at 0.6% of current pool balance showing a slight decrease
over the past few months. Cumulative defaults currently stand at
5.5% of original pool balance up from 5.0% at the time of previous
rating action.

For SC Germany S.A., Compartment Consumer 2021-1, Moody's
maintained the default probability assumption on original balance
of 6.3%, which translates into a default probability assumption on
current balance of 5.5% down from 6.25%. The assumption for the
fixed recovery rate is maintained at 15%.

SC Germany S.A., Compartment Consumer 2022-1

The performance of the transaction has deteriorated since previous
rating action in September 2025. 90 days plus arrears currently
stand at 0.6% of current pool balance showing a slight decrease
over the past few months. However, cumulative defaults currently
stand at 5.9% of original pool balance up from 5.0% at the time of
previous rating action.

For SC Germany S.A., Compartment Consumer 2022-1, Moody's
maintained the current expected default rate at 7.0% of the current
portfolio balance, which translates into a default probability
assumption on original balance of 7.75% up from 7.5%. The
assumption for the fixed recovery rate is maintained at 15%.

Moody's also reassessed Moody's Portfolio Credit Enhancement
("PCE") assumption for these transactions. PCE reflects the credit
enhancement consistent with the highest rating achievable in
Germany. As a result, Moody's have maintained the PCE assumption at
18% for both transactions.

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 or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the Notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.




=============
I R E L A N D
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BAIN CAPITAL 2024-2: S&P Affirms B-(sf) Rating on Cl. F-2 Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Bain Capital Euro CLO
2024-2 DAC's class A-R, B-R, C-R, D-R, and E-R notes. At the same
time, S&P affirmed its ratings on the existing class X, F-1, and
F-2 notes, and withdrew its ratings on the existing class A, B-1,
B-2, C, D, and E notes. At closing, the issuer had unrated
subordinated notes outstanding from the existing transaction.

On May 29, 2026, Bain Capital Euro CLO 2024-2 DAC refinanced the
existing class A, B-1, B-2, C, D, and E notes (originally issued in
August 2024) through an optional redemption and issued replacement
notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except that the replacement notes
will have a lower spread over Euro Interbank Offered Rate (EURIBOR)
than the original notes.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,759.38
  Default rate dispersion                                548.40
  Weighted-average life (years)                            4.53
  Obligor diversity measure                              177.53
  Industry diversity measure                              22.72
  Regional diversity measure                               1.25

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          2.46
  Actual target 'AAA' weighted-average recovery (%)       35.97
  Actual target weighted-average spread (net of floors; %) 3.64
  Actual target weighted-average coupon                    5.55

Rating rationale

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

The portfolio's reinvestment period will end on Feb. 15, 2029.

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

S&P said, "In our cash flow analysis, we used an adjusted target
par amount of EUR398.41 million, derived by deducting negative cash
and the defaulted balance from the aggregate principal balance,
then adding the recovery value. This is lower than the EUR400
million target. We used the portfolio's actual weighted-average
spread (3.64%), the reference weighted average fixed coupon
(4.60%), and the actual portfolio weighted-average recovery rates
for all rated notes.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with interest rate
stress scenarios for each liability rating category.

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

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

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

"Our credit and cash flow analysis indicates the available credit
enhancement for the class B-R, C-R, D-R, and E-R notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these refinanced
notes.

"Our credit and cash flow analysis indicates the available credit
enhancement for the class X, A-R, and F-1 notes could withstand
stresses commensurate with the assigned ratings.

"For the class F-2 notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."

The ratings uplift for the class F-2 notes reflects several key
factors, including:

-- The class F-2 notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

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

-- S&P's model generated BDR at the 'B-' rating level of 16.48%
(for a portfolio with a weighted-average life of 4.53 years),
versus if it was to consider a long-term sustainable default rate
of 3.2% for 4.53 years, which would result in a target default rate
of 14.50%.

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

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

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-2 notes is commensurate with the
assigned 'B- (sf)' rating.

"Following our analysis of credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class X,
A-R, B-R, C-R, D-R, E-R, F-1, and F-2 notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X to F-1 notes
based on four hypothetical scenarios."

Environmental, social, and governance

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

  Ratings assigned
                              Replacement Original
                              Notes       notes
                   Amount     interest    interest       Credit
  Class  Rating*  (mil. EUR)  rate§   rate†      
enhancement(%)

  A-R    AAA (sf)   248.00    Three-month Three-month     37.75   

                              EURIBOR     EURIBOR
                              + 1.22% + 1.41%         

  B-R    AA (sf)     45.60    Three-month Three-month     26.31  
                              EURIBOR     EURIBOR
                              + 1.80%     B-1: + 2.00%
                                          B-2: 5.40%               


  C-R    A (sf)      22.40    Three-month Three-month     20.68   

                              EURIBOR     EURIBOR
                              + 2.10%     + 2.50%

  D-R    BBB- (sf)   28.00    Three-month Three-month     13.66   

                              EURIBOR     EURIBOR
                              + 3.10%     + 3.55%

  E-R    BB- (sf)    18.00    Three-month Three-month      9.14   

                              EURIBOR     EURIBOR
                              + 6.50%     + 6.66%

  Ratings affirmed
    
                     Amount
  Class  Rating*   (mil. EUR)    Notes interest rate §

  X      AAA (sf)      2.5     Three-month EURIBOR + 0.70%  
  F-1    B+ (sf)      4.00     Three-month EURIBOR + 8.04%  
  F-2    B- (sf)      8.00     Three-month EURIBOR + 8.61%  

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

EURIBOR--Euro Interbank Offered Rate.


CVC CORDATUS XIX: S&P Assigns B- (sf) Rating on Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan
Fund XIX DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer had unrated subordinated notes outstanding from
the existing transaction, and also issued additional subordinated
notes.

This transaction is a reset of the already existing transaction
which S&P rates. The existing classes of notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date. The ratings on the original notes have been withdrawn.
The deal's target par amount also increased to EUR400 million from
EUR375 million.

The reinvestment period will end approximately 4.5 years after
closing, while the non-call period will end 1.5 years after
closing.

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

The ratings assigned to the reset notes reflect S&P's assessment
of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,849.60
  Default rate dispersion                                 482.35
  Weighted-average life (years)                             4.26
  Weighted average life extended to cover
  the length of the reinvestment period (years)             4.50
  Obligor diversity measure                               136.74
  Industry diversity measure                               24.12
  Regional diversity measure                                1.20

  Transaction key metrics

  Total par amount (mil. EUR)                                400
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                               164
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            2.71
  Target weighted-average coupon (%)                         3.92
  Target weighted-average spread (net of floors; %)          3.56
  Target 'AAA' weighted-average recovery (%)               34.28%

Liquidity facility

This transaction has a EUR1.30 million liquidity facility provided
by The Bank of New York Mellon, with a maximum commitment period of
four years and an option to extend for a further one or two
additional one-year periods.

The margin on the facility is 2.50% and drawdowns are limited to
the amount accrued but unpaid interest on CDOs. The liquidity
facility is repaid using interest proceeds in a senior position of
the waterfall or repaid directly from the interest account one
business day earlier than the payment date.

For S&P's cash flow analysis, it assumed that the liquidity
facility is fully drawn throughout the six-year period and that the
amount is repaid just before the coverage tests breach.

Rating rationale

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

"In our cash flow analysis, we used the EUR400.00 million target
par amount, the target weighted-average spread of 3.56%, and the
target weighted-average coupon of 3.92% as indicated by the
collateral manager. We assumed the target weighted-average recovery
rates for all rated notes. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment period until March
31, 2031, during which the transaction's credit risk profile could
deteriorate, we capped our ratings on these notes.

"For the class F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes." The ratings uplift for this tranche reflects
several key factors, including:

-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 23.88% (for a portfolio with a weighted-average
life of 4.50 years), versus if it was to consider a long-term
sustainable default rate of 3.20% for 4.50 years, which would
result in a target default rate of 14.40%.

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

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

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

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

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

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

Environmental, social, and governance

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

CVC Cordatus Loan Fund XIX DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. CVC Credit Partners Investment Management Ltd. manages
the transaction.

  Ratings

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

  A-R    AAA (sf)   248.00    38.00     Three/six-month EURIBOR
                                        plus 1.31%

  B-R    AA (sf)     40.00    28.00     Three/six-month EURIBOR
                                        plus 2.00%

  C-R    A (sf)      24.00    22.00     Three/six-month EURIBOR
                                        plus 2.40%

  D-R    BBB- (sf)   28.00    15.00     Three/six-month EURIBOR
                                        plus 3.40%

  E-R    BB- (sf)    18.20    10.45     Three/six-month EURIBOR
                                        plus 6.00%

  F-R    B- (sf)     14.00     6.95     Three/six-month EURIBOR
                                        plus 8.64%

  Additional
  sub. notes  NR     38.00      N/A     N/A

  Sub. notes  NR     29.30      N/A     N/A

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

EURIBOR--Euro Interbank Offered Rate.
Sub. notes--Subordinated notes.
NR--Not rated.
N/A--Not applicable.


FINANCE IRELAND 3: Fitch Rates Class X Notes 'BB+(EXP)sf'
---------------------------------------------------------
Fitch Ratings has assigned Finance Ireland Auto Receivables No. 3
DAC's notes expected ratings.

The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.

   Entity/Debt          Rating           
   -----------          ------           
Finance Ireland
Auto Receivables
No. 3 DAC

   Class A           LT AAA(EXP)sf  Expected Rating
   Class B           LT AA-(EXP)sf  Expected Rating
   Class C           LT A(EXP)sf    Expected Rating
   Class D           LT BBB-(EXP)sf Expected Rating
   Class X           LT BB+(EXP)sf  Expected Rating

Transaction Summary

This is the third securitisation of auto loan receivables
originated by Finance Ireland Credit Solutions DAC (FICS, not
rated). The pool consists mostly of hire purchase (82.3%)
receivables and personal contract purchase (PCP, 17.7%)
receivables.

KEY RATING DRIVERS

Sound Performance: Default rates in the originator's total book
have been low. Fitch has assigned a default base case of 1.1% to
the transaction pool. Fitch considered significant changes in FICS'
book performance for vintages originated after 2018, the low level
of base case and the good performance of the first two FICS
transactions and assigned a 'AAAsf' default multiple of 7.25x.

Fitch assigned a recovery base case of 50%. This is lower than that
of peers in the UK market, owing to limited performance data for
recoveries and the predominance of used cars in the pool. The
'AAAsf' recovery haircut of 45% is below the median within Fitch's
criteria range, primarily reflecting the secured nature of
recoveries. Overall modelled credit losses are 5.8% at 'AAAsf'.

VT, RV Aligned with Peers: Most of the contracts are regulated by
the Consumer Credit Act, which allows for voluntary termination
(VT) of contracts by borrowers without further repayment
obligations once 50% of the total amount due is paid. Under a PCP
loan, borrowers can also return the vehicle in lieu of paying the
final balloon instalment, exposing the issuer to residual value
(RV) risk. Fitch used line-by-line loan data to assess the RV and
VT risks, and has assumed a combined loss of 7.1% at the 'AAAsf'
level.

Pro Rata Amortisation: The notes will begin amortising pro rata.
Amortisation will switch to sequential if the transaction breaches
a certain level of gross cumulative defaults or if there is an
uncured principal deficiency ledger higher than 0.5% of the
outstanding portfolio balance. Fitch views the triggers as tight
enough to limit the length of the pro rata period at high rating
scenarios.

Excess Spread Notes' Rating Constrained: The class X notes are not
collateralised and will be partly used to fund the cash reserve.
Their interest and principal are paid from available excess spread.
The class X notes will start amortising from the issue date and
they will be repaid in 31 periods at 'BB+sf'. Fitch constrained the
excess spread notes' rating at 'BB+sf' in line with its Global
Structured Finance Rating Criteria, given high dependency on excess
spread.

PIR Mitigated: Fitch considers payment interruption risk mitigated
for the class A and B notes by the available amortising reserve.
For the other rated classes, Fitch considers payment interruption
risk (PIR) mitigated up to 'A+sf' as the declaration of trust will
protect funds from a servicer default.

Servicing Continuity Adequate: The servicer is not rated by Fitch
and no back-up servicer will be appointed at closing. However,
Fitch considers servicing continuity risk to be sufficiently
addressed. A replacement servicer facilitator is contracted and it
will use best efforts to appoint a substitute servicer, which Fitch
expects to be readily available in the Irish market. In addition,
the transaction's amortising reserve fund provides adequate
liquidity.

RATING SENSITIVITIES

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

An unexpected increase in the frequency of defaults or decreases in
recovery rates producing larger losses than the base case could
result in negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25%, and a
decrease in the recovery base case by 25%, would lead to downgrades
of one notch for the class A, B and X notes and two notches for the
class C and D notes.

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

There is no upside sensitivity for the class A notes. A
simultaneous decrease in the default base case by 25% and increase
in the recovery base case by 25% would lead to upgrades of one
notch for the class B and C notes and two notches for the class D
notes.

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

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

DATA ADEQUACY

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

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

ESG Considerations

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

HARVEST CLO XL: S&P Assigns Prelim. B- (sf) Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Harvest CLO XL DAC's class A, B, C, D, E, and F notes. At closing,
the issuer will also issue EUR31.20 million unrated subordinated
notes.

The reinvestment period will be approximately 4.8 years, while the
noncall period will be 1.8 years after closing.

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

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2674.04
  Default rate dispersion                                 473.14
  Weighted-average life (years)                             5.18
  Obligor diversity measure                               127.85
  Industry diversity measure                               20.30
  Regional diversity measure                                1.37

  Transaction key metrics

  Total par amount (mil. EUR)                                400
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              164
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Target 'AAA' weighted-average recovery (%)               35.86
  Actual weighted-average spread net of floors (%)          3.46

Rationale

S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.

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

"In our cash flow analysis, we used the EUR400.00 million target
par amount, the covenanted weighted-average spread of 3.37%, the
covenanted weighted-average coupon of 4.50%, and the target
weighted-average recovery rate. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

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

The class B to E notes can withstand stresses commensurate with the
assigned preliminary ratings.

The class F notes' current BDR cushion is negative at the assigned
rating. Nevertheless, based on the portfolio's actual
characteristics and additional overlaying factors, including S&P's
long-term corporate default rates and recent economic outlook, it
believes this class is able to sustain a steady-state scenario, in
accordance with its criteria. S&P's analysis further reflects
several factors, including:

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

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 23.61% (for a portfolio with a
weighted-average life of 5.18 years) versus 16.58% if it was to
consider a long-term sustainable default rate of 3.20% for 5.18
years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

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

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios

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

Environmental, social, and governance

S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector.

Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average.

For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in its rating
analysis to account for any ESG-related risks or opportunities.

Harvest CLO XL DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. The
transaction will be managed by Investcorp Credit Management EU
Ltd.

  Ratings

         Prelim  Prelim amount Credit
  Class  rating*  (mil. EUR)   enhancement (%)  Interest rate§

  A      AAA (sf)   248.000    38.00    Three/six-month EURIBOR
                                        plus 1.30%

  B      AA (sf)     42.600    27.35    Three/six-month EURIBOR
                                        plus 1.85%

  C      A (sf)      23.000    21.60    Three/six-month EURIBOR
                                        plus 2.20%

  D      BBB- (sf)   30.000    14.10    Three/six-month EURIBOR
                                        plus 3.15%

  E      BB- (sf)    18.400     9.50    Three/six-month EURIBOR
                                        plus 5.35%

  F      B- (sf)     12.000     6.50    Three/six-month EURIBOR
                                        plus 8.58%

  Sub notes   NR     31.200      N/A    N/A

*The preliminary ratings assigned to the class A and B notes
address timely interest and ultimate principal payments. Our
preliminary ratings address ultimate interest and principal
payments on the rest of the other rated notes. The payment
frequency switches to semiannual and the index switches to
six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


PROVIDUS CLO XV: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Providus CLO XV DAC's class A, B, C, D, E, and F notes and A Loan.
At closing, the issuer will also issue EUR29.30 million unrated
subordinated notes.

The reinvestment period will be approximately 4.5 years, while the
noncall period will be 1.5 years after closing.

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

The preliminary ratings assigned to the notes and loan reflect
S&P's assessment of:

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

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

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

-- The transaction's legal structure, which we expect to be
bankruptcy remote.

-- The transaction's counterparty risks, which we expect to be in
line with our counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,831.19
  Default rate dispersion                                  429.01
  Weighted-average life (years)                              4.88
  Obligor diversity measure                                167.10
  Industry diversity measure                                19.67
  Regional diversity measure                                 1.38
  Country concentration in sovereigns
  rated below 'AA-' (%)                                     29.06

  Transaction key metrics

  Total par amount (mil. EUR)                                 400
  Defaulted assets (mil. EUR)                                   0
  Number of performing obligors                               179
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            0.38
  Target 'AAA' weighted-average recovery (%)               36.12%
  Target weighted-average spread net of floors (%)           3.52
  Target weighted-average coupon (%)                         3.84

Rating rationale

S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'.

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread of 3.37%, the
covenanted weighted-average coupon of 4.00%, and the target
weighted-average recovery rates. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our counterparty criteria.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

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

The class A Loan and class A and E notes can withstand stresses
commensurate with the assigned preliminary ratings.

The class F notes' current break-even default rate cushion is
negative at the assigned rating. S&P said, "Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class can sustain a steady-state
scenario, in accordance with our criteria." S&P's analysis further
reflects several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.

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

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 22.99% (for a portfolio with a
weighted-average life of 4.88 years) versus 15.62% if we were to
consider a long-term sustainable default rate of 3.2% for 4.88
years.

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

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

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

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the A Loan and class A to E notes,
based on four hypothetical scenarios.

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

Environmental, social, and governance

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

Providus CLO XV DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. The
transaction will be managed by Permira Credit European CLO Manager
2 LLP.

  Ratings

         Prelim  Prelim Amount Credit
  Class  rating*  (mil. EUR)   enhancement (%)  Interest rate§

  A      AAA (sf)    165.00    38.00    Three/six-month EURIBOR
                                        plus 1.31%

  A Loan AAA (sf)     83.00    38.00    Three/six-month EURIBOR
                                        plus 1.31%

  B      AA (sf)      44.00    27.00    Three/six-month EURIBOR
                                        plus 1.95%

  C      A (sf)       24.00    21.00    Three/six-month EURIBOR
                                        plus 2.30%

  D      BBB- (sf)    28.00    14.00    Three/six-month EURIBOR
                                        plus 3.25%

  E      BB- (sf)     18.00     9.50    Three/six-month EURIBOR
                                        plus 5.35%

  F      B- (sf)      12.00     6.50    Three/six-month EURIBOR
                                        plus 8.71%

  Sub notes  NR       29.30      N/A    N/A

*The preliminary ratings assigned to the A Loan, and class A and B
notes address timely interest and ultimate principal payments.
S&P's preliminary ratings address ultimate interest and principal
payments on the rest of the other rated notes.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




===================
L U X E M B O U R G
===================

SAPHIRA HOLDINGS:S&P Assigns 'B+' ICR on Dividend Recapitalization
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to high-voltage electrical products manufacturer Saphira Holdings
S.a.r.l. (Trench Group) and its 'B+' issue rating to the proposed
EUR1.25 billion TLB, with a recovery rating of '3', reflecting its
expectation of meaningful recovery prospects of about 60%. S&P
affirmed its long-term 'B+' ratings on Trench Group Holdings GmbH,
which S&P expects to withdraw once the transaction is complete.

S&P said, "The outlook on Saphira Holdings is stable because we
expect solid organic revenue growth and EBITDA margins that are
above the capital-goods-market average in the next two fiscal
years. We also expect an S&P Global Ratings-adjusted debt-to-EBITDA
ratio below 4.5x and free operating cash flow (FOCF) to debt of
more than 5%."

High-voltage electrical products manufacturer, Saphira Holdings
S.a.r.l. (Trench Group), is raising up to EUR1.25 billion through a
term loan B (TLB) to refinance an existing EUR400 million TLB and
fund a shareholder distribution of up to EUR850 million.
Concurrently, the group will refinance its existing revolving
credit and guarantee facilities.

Under the proposed capital structure, S&P expects S&P Global
Ratings-adjusted debt to EBITDA of about 4x in 2026, falling below
3x in 2027. The debt increase will be compensated by strong EBITDA
growth, supported by structurally favorable end-market dynamics,
high backlog visibility, and operating leverage as revenue
expands.

S&P said, "Post transaction, we expect Trench Group's S&P Global
Ratings-adjusted debt to increase by EUR850 million, pushing
leverage to a peak of about 4x in 2026 before declining below 3x in
2027. The transaction consists of a new EUR1.25 billion seven-year
syndicated TLB, the proceeds of which will be used to refinance the
group's existing EUR400 million TLB and fund a shareholder
distribution of up to EUR850 million. Concurrently, the company
will refinance its existing revolving credit and guarantee
facilities with a new EUR130 million revolving credit facility
(RCF) and EUR75 million guarantee facility. We expect the new RCF
to be fully undrawn at the transaction's close. Despite the
increase in debt, we expect Trench's adjusted debt to EBITDA to
remain below 4.5x, with funds from operations (FFO) still covering
cash interest well above 3x, over the next two years. Our S&P
Global Ratings-adjusted debt figure post transaction includes the
EUR1.25 billion TLB, about EUR70 million in lease liabilities, and
about EUR30 million in contingent considerations. We do not net
cash and short-term investments against debt, given the group's
financial sponsor ownership.

"Trench Group has demonstrated its ability to capture strong
end-market demand and execute its elevated order backlog, which we
expect to continue over 2026 and 2027. We expect revenue growth to
remain very strong over the next two years, at approximately 29% in
2026 and a further 21% in 2027, supported by execution of the
existing order book and sustained demand across the group's core
transmission infrastructure segments. The order backlog amounted to
approximately EUR3.7 billion (hard backlog EUR2.0 billion) as of
first-half 2026, covering close to 100% of the company's 2026 and
2027 revenue target, providing strong revenue visibility over the
next 24 months. We expect growth over the forecast period to
continue to be driven by transmission grid modernization, renewable
integration, electrification trends, and increasing power demand
from data centers and AI-related applications. Demand from
utilities and transmission system operators remains underpinned by
replacement of aging infrastructure, high-voltage direct current
(HVDC) investments, and transmission build-outs across Europe and
North America. In addition, we expect revenue growth and
profitability to continue benefiting from the execution of a
high-quality order book secured under multi-year customer
contracts.

"Given strong revenue growth, a favorable product mix, and
continued operating leverage, we expect further improvements in S&P
Global Ratings-adjusted EBITDA and solid cash flow generation over
the next 12-24 months. We forecast adjusted EBITDA of more than
EUR380 million in the 12 months ending Sept. 30, 2026 (fiscal 2026)
and more than EUR480 million in fiscal 2027, corresponding to
EBITDA margins of 33.5% in 2026 and 34.0% in 2027. We expect margin
expansion will be primarily driven by operating leverage as the
company executes its elevated backlog and continues to increase
utilization rates across its manufacturing footprint. We also
expect profitability to benefit from, productivity improvements and
an increasingly favorable mix toward higher-margin transmission and
HVDC-related applications. In our view, conditions should remain
supportive for continued profitable order intake, given the
structural demand patterns, barriers to entry, and industry
capacity. At the same time, we expect raw material inflation and
supply-chain pressures to remain manageable reflecting active
procurement management and the cost structure of the existing order
book.

"Liquidity remains adequate, with about EUR79 million in cash on
hand after the transaction closes, supported by continued positive
FOCF generation over our forecast period through 2027. In terms of
cash flow, we anticipate annual capital expenditure (capex) of
about EUR100 million-EUR120 million yearly over 2026-2027, as well
as working capital outflows of about EUR20 million in 2026 and
EUR30 million in 2027 to support growth and backlog execution as
well as due to stabilization of advance and milestone payments. As
a result, we forecast positive FOCF of EUR55 million-EUR75 million
in 2026 and about EUR155 million in 2027. We note that Trench Group
does not face any short-term maturities and will have full
availability under its new EUR130 million RCF. Furthermore, we do
not expect any further shareholder distributions in 2026 or 2027.

"The 'B+' rating is supported by currently moderate leverage but
constrained by the company's financial policy under financial
sponsor ownership. We expect S&P Global Ratings-adjusted debt to
EBITDA to remain below 4.5x, supported by continued earnings growth
and improving cash flow generation. While this level of leverage is
relatively moderate for a sponsor-owned company, our rating
assessment is constrained by the financial sponsor ownership
structure, which typically implies a more aggressive financial
policy, including the potential for shareholder distributions,
debt-funded acquisitions, or other balance-sheet actions that could
increase leverage over time.

"The stable outlook reflects our view that Trench Group will
generate solid organic revenue growth over the next two fiscal
years, supported by expanding electrification and rising renewable
energy generation that require large investments in electric power
grids. It also reflects our expectation that, over this period, the
company will post EBITDA comfortably above the capital goods sector
average, complete all carve-out and streamlining activities, and
maintain S&P Global Ratings-adjusted debt-to-EBITDA below 4.5x and
FOCF to debt of more than 5%."

S&P could lower the ratings if:

-- Profitability weakens due to adverse market developments;
-- Debt to EBITDA exceeds 4.5x; or
-- FOCF to debt falls below 5%

S&P said, "Although unlikely in the near term, we could consider
taking positive rating action if the financial sponsor clearly
commits to keep Trench Group's S&P Global Ratings-adjusted debt to
EBITDA well below 4x, combined with an established track record of
low leverage and a consistently expanding revenue base."




=====================
N E T H E R L A N D S
=====================

PEGASUS BIDCO: S&P Affirms 'B+' ICR Following SunOpta Acquisition
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term ratings on Pegasus
Bidco B.V. (Refresco) and the group's EUR4.2 billion-equivalent
syndicated term loan B (TLB) facilities due 2029. The '3' recovery
rating indicates meaningful recovery prospects of 50%-70% (rounded
estimate: 60%).

The stable outlook indicates that S&P expects Refresco to continue
to generate steady revenue, EBTIDA, and cash flow by continuing to
leverage its network of production facilities in the soft drinks
industry and maintain a sustained prudent approach to acquisitions,
supporting adjusted debt to EBITDA of about 6.0x in 2026 and about
5.5x in 2027.

Refresco's debt-financed acquisition of U.S. food and beverage
manufacturer SunOpta Inc. supports its business strategy to improve
scale and diversify and expand into adjacent profitable product
categories.

At the same time, Refresco has proven its business model
resilience, supported by good management and commercial execution,
leading to solid year-on-year revenue and earnings expansion and
cash flow, albeit in a difficult operating environment.

The SunOpta acquisition will strengthen Refresco's product
portfolio and improve its scale, enhancing its position as the
largest independent beverage solution provider. SunOpta's
acquisition is part of Refresco's "Buy & Build" strategy focused on
inorganic growth, given relatively limited organic growth potential
due to focus on mature markets. S&P thinks that broadening
Refresco's position in the fast-growing plant-based beverages
segment strengthens its product portfolio, providing further
capabilities and expanding offering to existing retail and branded
customers and into the out-of-home channel. With total sales of
US$818 million in 2025, SunOpta is a U.S.-based provider of supply
chain solutions and product innovation capabilities to well-known
brands, retailers, and food service players across a portfolio of
plant-based beverages, tea, nutritional beverages, and broth (about
80% of sales), fruit snacks (18%), and ingredients (2%). The
acquisition also enhances Refresco's presence in North America (39%
of total sales in 2025), resulting in a more balanced geographic
footprint. This is in line with the group's prioritization of
acquisitions in existing markets such as Europe, North America, and
Australia--with no intention of entering fast-growing but more
volatile emerging markets. The acquisition was financed through a
US$900 million add-on to the existing TLB due in 2029 and a EUR210
million drawdown under the revolving credit facility (RCF). Of
this, EUR55 million was used to cover transaction costs. Refresco
has a good track record in integrating acquired businesses and
extracting valuable synergies. In particular, it has achieved
cross-selling opportunities and economies of scale. In S&P's view,
Refresco will likely continue to act as a consolidator in the
market over the next years.

Refresco has consistently demonstrated an ability to generate solid
revenue, earnings, and cash flow, enabled by its commercial
excellence and good operational execution. This has been achieved
despite challenging market conditions. The industry has been
experiencing high cost inflation, weak consumer sentiment, and
supply chain disruption, while some beverage categories are
suffering from volume declines amid changes in consumer
preferences. Refresco has consistently counteracted these headwinds
by negotiating contracts with clients with pass-through mechanisms
and back-to-back mechanisms covering commodity and packaging costs,
while maintaining strong relationships with clients. It has also
focused on fast-growing and/or higher-margin product categories
such as sports and energy drinks, plant-based drinks, and
ready-to-drink alcohol; and implemented cost efficiency measures
mainly targeting procurement and manufacturing. The sales mix has
been a key mitigant as high inflation prompts consumers to switch
to private labels. Refresco's sales mix is split between retailer
brands and global, national, and emerging brands (GNE). The
company's 65%-35% volume split (in 2025) between retailer and GNE
brands, allows it to cover multiple price points.

The group's strategy and management decisions have resulted in
consistent revenue growth, profitability, and cash flow in recent
years. In 2025, sales rose 2.4% to EUR6.1 billion mainly driven by
pricing initiatives, volume increases with retailers and
contribution from acquired businesses. S&P Global Ratings-adjusted
EBITDA margin increased by 80 basis points to 12.9% as a result of
price increases, volume growth in select categories, operational
efficiencies, and contribution from acquired businesses. Also, free
operating cash flow (FOCF) adjusted for leases rose significantly
to EUR137 million in 2025, from EUR16 million in 2024, driven by
improved earnings and lower cash interest payments. For 2026, S&P
expects the group to mitigate potential impacts from the Middle
East war through management actions including pricing and cost
pass-through mechanisms. Some input costs, such as aluminum and
energy, are 80% hedged.

S&P forecasts Refresco will post 10.0%-10.5% revenue growth in
2026, driven by the SunOpta contribution, volume growth, and
pricing initiatives. In first-quarter 2026, sales were down 1% year
on year due to foreign exchange headwinds, but up 3.5% on a
constant currency basis, driven by a 4.1% volume increase. S&P
expects Refresco's existing business reported sales to grow by
1%-3%, driven by volume and pricing, while SunOpta sales
(contribution starting May 1) should rise by about 9%-11% leading
to total sales of about EUR6.7 billion-EUR6.8 billion in 2026. Over
2025-2029, according to Refresco, in North America, energy drinks,
plant-based drinks, and functional carbonated soft drinks (CSD)
should drive volume growth in the beverages industry, while energy,
sports, and plant-based drinks should do the same in Europe as
consumers are looking for lifestyle and functional drinks. In the
alcoholic beverage category, growth should stem from increasing
interest from leading global soft drinks brands in flavored
ready-to-drink cocktails, product innovation, and alcohol
alternative beverages. In both regions, juices should see volume
decline and CSD flattish volumes, as seen in the past. S&P said,
"We see a general trend toward low-sugar products as consumers are
becoming more concerned about their health and the risk associated
with high sugar intake. We note Refresco's category mix portfolio
has evolved over time reflecting these trends, with sports and
energy drinks going from 5% of total sales in 2013 to 14% pro forma
the SunOpta acquisition and CSD going from 31% to 25%,
respectively, for example. For 2027, we forecast total revenue
expansion of about 5.5%-7.5% driven by stable existing business
growth and the fast-growing SunOpta business. For 2026, we forecast
adjusted EBITDA margin to be broadly stable at 12.5%-13.0% with a
gradual improvement starting from 2027, mainly thanks to the
realization of cost synergies and lower one-off costs related to
SunOpta's current production constraints."

S&P said, "We forecast adjusted leverage of about 6x in 2026 and
solid FOCF adjusted for lease capital expenditure (capex), which is
commensurate with the 'B+' rating. Our adjustments to the group's
debt include about EUR300 million outstanding factoring forecast,
about EUR540 million-EUR550 million lease liabilities including
SunOpta's leases, and limited pension liabilities at about EUR20
million-EUR30 million in 2026-2027. We expect deleveraging toward
5.5x in 2027 driven by growing earnings. In line with our
methodology, we do not net the cash available on balance sheet in
our debt calculation due to the group's majority ownership by
private equity firm, KKR. At the same time, we note Refresco has
demonstrated a track record in prioritizing expansionary
investments (both organic and inorganic) over shareholder
distributions. In 2026, we expect FOCF adjusted for lease capex to
land at about EUR40 million-EUR60 million and at EUR180
million-EUR200 million in 2027. This stems from working capital
discipline, cost control, low volume growth, price adjustments, and
the SunOpta contribution, supporting EBITDA expansion, offset by an
increase in interest payments, lease capex, and capex in 2026. We
also expect the group to maintain prudent capex decisions which we
anticipate will account for about EUR280 million-EUR300 million in
2026 and EUR300 million-EUR320 million in 2027, which should be
aligned with the 30%-40% of the group's EBITDA target. FFO cash
interest coverage stood at 2.6x in 2025 and we forecast it will
approach 3.0x by end of next two fiscal years.

"The stable outlook reflects our view that Refresco is well
positioned to maintain good profitability and free cash flow
generation, despite a challenging operating environment. This is
thanks to prudent operating expenditure, cost pass-through
mechanisms in its contracts with customers, and select investments
in certain growing categories. Assuming Refresco will maintain its
prudent stance on discretionary spending and the integration of
SunOpta is smooth, we forecast the company will maintain adjusted
debt to EBITDA of about 6.0x in 2026 and about 5.5x in 2027 as well
as positive annual FOCF.

"We could lower the ratings on Refresco if we observed material
deviation from our current base case, notably with S&P Global
Ratings-adjusted debt to EBITDA above 7.0x with no prospects of
deleveraging and significant FOCF compression. This could occur if
volumes come under pressure in the European and North American
markets, translating into materially weaker margins and cash flow
conversion, coupled with materially higher discretionary spending,
notably shareholder remuneration or large debt-funded
acquisitions.

"We could raise the ratings on Refresco if the company outperformed
our base case such that adjusted debt to EBITDA stayed sustainably
below 5.0x, and if the company firmly committed to maintaining
leverage at this level. This could occur if volumes proved stronger
than we currently anticipate, combined with an improved EBITDA
margin and stronger cash flow conversion to be used for debt
repayment."


SELECTA GROUP: S&P Withdraws 'SD' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings withdrew all its ratings on Selecta Group B.V.
at the issuer's request. At the time of the withdrawal, the issuer
credit rating was 'SD' (selective default) following a
restructuring of its capital structure in 2025.




===========
N O R W A Y
===========

AXACTOR ASA: S&P Places 'B-' ICR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings placed its 'B-' rating on Norway-based
distressed debt collector Axactor ASA on CreditWatch with positive
implications.

S&P expects to resolve the CreditWatch placement within the next 90
days, as the impact of the portfolio revaluation exercise on the
group's asset base and earnings capacity becomes clearer.

S&P Global Ratings placed its 'B-' rating on Axactor on CreditWatch
with positive implications following the completion of its
recapitalization. As of May 28, 2026, the group has:

-- Issued a EUR200 million private placement equity raise;

-- Launched a subsequent offering to existing shareholders for
EUR20 million of fresh equity funding;

-- Issued EUR100 million in senior unsecured debt; and

-- Disposed of a portfolio valued at EUR100 million.

Axactor expects to receive the proceeds from the disposal in June
2026.

S&P said, "Under our base case, we assume that the group will use
the combined proceeds to transform its balance sheet, reducing net
indebtedness by more than EUR250 million. Specifically, we
anticipate that proceeds will be used to repay the outstanding
EUR65 million from the ACR03 notes due in September 2026, that
EUR190 million will be used to repay the ACR04 notes due in
September 2027 (including a repayment of EUR32 million directly
following the new bond issuance), and that up to EUR100 million
will be used to repay the drawings under its revolving credit
facility (RCF)."

These actions place the group on materially stronger financial
footing. The cumulative effect would be to reduce Axactor's S&P
Global Ratings-adjusted debt to EBITDA to about 3.0x at year end
2026, from 4.7x at year end 2025 while bolstering Axactor's
liquidity in the short term. The group's capital structure was
under pressure at the start of the year. It had a limited capacity
to invest, liquidity was tight, and leverage was persistently high.
The recapitalization transaction has unlocked Axactor's balance
sheet and improved its financial sustainability to such a degree
that its financial position could be commensurate with a higher
rating in the near term.

S&P said, "That said, now that it has restored its balance sheet
headroom, we expect the group to return to investing in growth.
From 2027, we expect Axactor to pursue growth, funded by
incremental debt, so that leverage gradually reverts to the
historical level of above 5.0x within the next two years."

The outcome of Axactor's back book revaluation exercise has yet to
be seen. The exercise is an important input into the group's
earnings outlook, in S&P's opinion. If the revaluation is much more
negative than we expect, or well below management's previous
guidance, it would hamper Axactor's financial flexibility, earnings
capacity, and financial sustainability in the medium next 12-18
months. An upgrade would depend on the impact of this exercise
having a manageable effect on the balance sheet that does not
materially outweigh the positive effects of the recapitalization.

S&P said, "We affirmed our ratings on Axactor's senior unsecured
debt at 'B' and placed them on CreditWatch positive. The
combination of the material equity raise and the broad-based net
debt repayment mean that our recovery prospects for Axactor's
senior unsecured debt remain robust.

"Our CreditWatch placement indicates that we could raise our
ratings on Axactor and its debt within the next 90 days. Resolution
of the CreditWatch placement will depend on the revaluation of
Axactor's portfolio being financially manageable, so that the
exercise does not largely cancel out the advantages the group
gained through the recapitalization it completed in late May.

"We could affirm our ratings and revise the outlook to stable if
substantial negative revaluations materially undermine the benefits
of the group's recapitalization, reducing its medium-term financial
flexibility compared with that in our base case. Such a scenario
would be commensurate with the existing ratings, and would indicate
that the group's business and earnings stability is likely to
remain under pressure in the next 24 to 26 months. We could also
revise the outlook to stable if the portfolio revaluation exercise
revealed material underwriting deficiencies.

"We could raise the rating on Axactor to 'B' if the portfolio
review exercise is manageable, enabling the group to reduce its
indebtedness in line with our base case. As a result, Axactor could
take advantage of its new coinvestment agreement with Fortress to
expand its loan portfolio and earnings in line with management's
aspirations."

An upgrade would also depend on Axactor's financial policy
remaining predictable and stable, so that as it makes further
portfolio purchases over the next 24 months, it also manages its
liquidity carefully.




=========
S P A I N
=========

FOYT FINANCE DAC: Moody's Assigns Ba1 Rating to EUR22.5MM E Notes
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Foyt Finance Designated Activity Company:

EUR331.6M Class A Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Aaa (sf)

EUR33.3M Class B Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Aa3 (sf)

EUR26.8M Class C Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Baa1 (sf)

EUR7.5M Class D Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Baa3 (sf)

EUR22.5M Class E Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Ba1 (sf)

EUR8.5M Class F Asset Backed Floating Rate Notes due December
2041, Definitive Rating Assigned Ba2 (sf)

Moody's have not assigned ratings to the subordinated EUR1.1M Class
Z Asset Backed Notes due December 2041, the EUR0.1M Class S1
Instrument due December 2041, the EUR0.1M Class S2 Instrument due
December 2041, the EUR2.0M Class Y Instruments due December 2041
and the EUR22.8M VRR Loan due December 2041.

RATINGS RATIONALE

The Notes are backed by bonds issued by Fondo de Titulización
Istria and Fondo de Titulización Trieste, two Spanish private
securitisation fund incorporated and managed by Santander de
Titulizacion, S.G.F.T., S.A. (NR) ("FT Bonds") which are backed by
a static pool of Spanish auto loans originated by Open Bank, S.A.
(A2(cr)/P-1(cr)). Open Bank, S.A. will also act as servicer of the
underlying portfolio. The Classes A to Z Notes and the VRR Loan are
fully backed by the FT Bonds. The VRR Loan (5% of the underlying
portfolio) is a risk retention Note that receives 5% of all
available receipts, while the remaining Notes receive 95% of the
available receipts on a pari passu basis. As of the February 28,
2026 pool cut-off date, the underlying portfolio contains 28.1M
(5.9%) of defaulted assets, but the Notes are sized based on the
performing part of the underlying pool.

The portfolio of assets backing the FT Bonds amounts to
approximately EUR479.99 million in loans as of the pool cut-off
date and consists of 37,216 auto finance contracts with a
weighted-average seasoning of 2.6 years. The loans were granted for
the purchase of new 50.9% and used 48.7% cars. The contracts have
equal instalments throughout their life.

The transaction benefits from an amortising Liquidity Reserve Fund
funded to 1.5% of 100/95 of the Class A Notes balance at closing,
and a General Reserve Fund, whose target amount is the minimum of
a) 1.5% of 100/95 of Class A Notes minus the Liquidity Reserve Fund
and b) 1.5% of 100/95 of Class A, B, C, D, E and F Notes. The
Liquidity Reserve Fund will be available to cover shortfalls in the
Class A Notes interest, payments on the Class S1 and S2 Instruments
and the equivalent interest on the VRR Loan. The General Reserve
Fund will provide support to all rated Notes, payments on the Class
S1 and S2 Instruments and the equivalent interest on the VRR Loan.
The total credit enhancement for the Class A Notes will be 23.97%.
The factor 100/95 adjusts the reserve amount to account for the
portion of the reserve reserved for the VRR Loan. The Class A Notes
do not benefit from this portion of the reserve.

The ratings are primarily based on the credit quality of the
underlying portfolio, the structural features of the transaction
and its legal integrity.

According to Moody's, the transaction benefits from various credit
strengths such as (i) a granular underlying portfolio of auto
loans, (ii) the high average seasoning of 2.6 years, (iii) the
additional recoveries coming from assets defaulted at closing and
(iv) the 3.3% excess spread at closing. However, Moody's notes that
the transaction features a number of credit weaknesses, such as (i)
a complex structure including pro-rata principal payments, (ii) the
6.2% exposure to restructured loans and (iii) the fact 12.2% of the
loans in the underlying pool are more than 30 days in arrears and
10.9% of the loans have been in more than 30 days in arrears at
some point.

These characteristics, amongst others, were considered in Moody's
analysis and ratings.

Moody's determined the portfolio lifetime expected defaults of
10.0% for the performing part of the underlying auto loan
portfolio, expected recoveries of 50.0% and portfolio credit
enhancement ("PCE") of 23.0% 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 underlying portfolio to
suffer in the event of a severe recession scenario. Expected
defaults and PCE are parameters used by us to calibrate Moody's
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 10.0% for the performing part of the
underlying auto loan portfolio are higher than the EMEA Auto ABS
average and are based on Moody's assessments of the lifetime
expectation for the underlying pool taking into account (i) the
fact 12.2% of the loans in the underlying pool is more than 30 days
in arrears and 10.9% of the loans have been in more than 30 days in
arrears at some point, (ii) the average seasoning of 2.6 years,
(iii) the historic performance of originator's previously
securitised portfolios, (iv) benchmark transactions, and (v) other
qualitative considerations.

Portfolio expected recoveries of 50.0% are higher than the EMEA
Auto ABS average and are based on Moody's assessments of the
lifetime expectation for the underlying pool taking into account
(i) the 50.9% exposure to new cars and 59.1% share of registered
retention of title, (ii) the historic performance of originator's
previously securitised, (iii) benchmark transactions, and (iv)
other qualitative considerations.

PCE of 23.0% is higher than the EMEA Auto ABS average and is based
on Moody's assessments of the underlying pool which is mainly
driven by: (i) the fact 12.2% of the loans in the underlying pool
is more than 30 days in arrears and 10.9% of the loans have been in
more than 30 days in arrears at some point, (ii) the evaluation of
the underlying portfolio, complemented by the historical
performance information of originator's previously securitized
portfolios, (iii) the relative ranking to originator peers in the
EMEA auto loan market and (iv) other qualitative considerations.
The PCE level of 23.0% results in an implied coefficient of
variation ("CoV") of 41.0%.

The interest rate mismatch between the fixed-rate underlying
portfolio and the floating-rate Notes is hedged by an interest rate
swap. Citibank Europe plc (Aa3(cr)/P-1(cr)) is the swap
counterparty and will pay the index on the Notes (one-month
EURIBOR), while the issuer will pay a fixed swap rate of 2.158%
based on a fixed-schedule notional.

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
underlying 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 the interest rate
swap counterparty rating; and (ii) economic conditions being worse
than forecast resulting in higher arrears and losses.


SABADELL CONSUMO 4: Moody's Assigns Ba2 Rating to EUR32MM D Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by SABADELL CONSUMO 4, FONDO DE TITULIZACION:

EUR855M Class A Asset-Backed Floating Rate Notes due January 2040,
Definitive Rating Assigned Aaa (sf)

EUR40M Class B Asset-Backed Floating Rate Notes due January 2040,
Definitive Rating Assigned Aa3 (sf)

EUR35M Class C Asset-Backed Floating Rate Notes due January 2040,
Definitive Rating Assigned Baa1 (sf)

EUR32M Class D Asset-Backed Floating Rate Notes due January 2040,
Definitive Rating Assigned Ba2 (sf)

EUR18M Class E Asset-Backed Floating Rate Notes due January 2040,
Definitive Rating Assigned B2 (sf)

Moody's have not assigned ratings to the subordinated EUR20M Class
F Asset-Backed Floating Rate Notes due January 2040 and to the
subordinated EUR12.1M Class G Floating Rate Notes due January
2040.

RATINGS RATIONALE

The transaction is a 7 months revolving cash securitisation of
Spanish unsecured consumer loans originated by Banco de Sabadell,
S.A. (A2/P-1; A2(cr)/P-1(cr)). The portfolio consists of consumer
loans used for several purposes, such car acquisition, property
improvement and other undefined or general purposes. Banco de
Sabadell, S.A. also acts as servicer and collection account bank of
the transaction.

The underlying assets consist of consumer loans with fixed rates
and a total outstanding balance of approximately EUR1,451 million.
As of March 16, 2026, the provisional portfolio has 141,267 loans
with a weighted average interest of 6.55%. The portfolio is highly
granular with the largest and 10 largest borrowers representing
0.009% and 0.071% of the pool, respectively. The portfolio also
benefits from a good geographic diversification and weighted
average seasoning of 10.32 months. The provisional portfolio, as of
its pool cut-off date, does not have any loans more than 30 days in
arrears. The final portfolio will be selected at random from the
provisional portfolio to match the final Notes issuance amount.

The transaction benefits from credit strengths such as the
granularity of the portfolio, the excess spread-trapping mechanism
through 3 months artificial write off mechanism, the high average
interest rate of 6.55% and the financial strength and
securitisation experience of the originator.

Moreover, Moody's notes that the transaction features some credit
weaknesses such as a complex structure including interest deferral
triggers for junior Notes, pro-rata payments on all asset-backed
Notes from the first payment date and the linkage to Banco de
Sabadell, S.A. Various mitigants have been put in place in the
transaction structure such as sequential redemption triggers to
stop the pro-rata amortization. Commingling risk is mitigated by
the transfer of collections to the issuer account within two days
and the high rating of the servicer.

Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with BNP Paribas. Under the swap agreement, (i) the
issuer pays a fixed rate of 2.8676%, (ii) the swap counterparty
pays 1M Euribor subject to a floor equal to the negative WA margin
of the collateralised notes, (iii) the notional as of any date will
be the outstanding balance of non-doubtful receivables.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria; (ii) historical performance provided on Banco
de Sabadell, S.A.'s total book and past consumer loan ABS
transactions; (iii) the credit enhancement provided by
subordination, excess spread and the reserve fund; (iv) the
liquidity support available in the transaction by way of principal
to pay interest; and (v) the overall legal and structural integrity
of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 5.3%, expected recoveries of 20.0% and a portfolio credit
enhancement ("PCE") of 16.5%. 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
its ABSROM cash flow model to rate consumer ABS transactions.

The portfolio expected mean default rate of 5.3% is in line with
recent Spanish consumer loan transaction average and is 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) good performance track record on recent Banco de
Sabadell S.A. rated ABS consumer deal, (iii) benchmark
transactions, and (iv) other qualitative considerations.

Portfolio expected recoveries of 20% are higher than recent Spanish
consumer loan average and are based on Moody's assessments of the
lifetime expectation for the pool taking into account: (i) good
historical performance of the loan book of the originator, (ii)
good recoveries observed in previous rated ABS consumer deal from
Banco de Sabadell S.A., (iii) benchmark transactions, and (iv)
other qualitative considerations such as quality of data provided.

The PCE of 16.5% is lower than other Spanish consumer loan peers
and is based on Moody's assessments of the pool taking into account
the relative ranking to originator peers in the Spanish consumer
loan market. The PCE of 16.5% results in an implied coefficient of
variation ("CoV") of 38.3%.

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 or circumstances that could lead to an upgrade of the
ratings of the Notes would be (1) better than expected performance
of the underlying collateral; or (2) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Banco de Sabadell S.A.; or (3) an increase in Spain's sovereign
risk.




===========
S W E D E N
===========

ASSEMBLIN CAVERION: Fitch Hikes IDR to 'B+', Outlook Positive
-------------------------------------------------------------
Fitch Ratings has upgraded Assemblin Caverion Group AB's Long-Term
Issuer Default Rating (IDR) to 'B+' from 'B'. The Outlook is
Positive. Fitch has also upgraded the company's senior secured
rating to 'B+' from 'B'. Its Recovery Rating is 'RR4'.

The IDR upgrade mainly reflects the structurally improved leverage
profile with EBITDA gross leverage falling sustainably below the
previous rating sensitivity of 5.0x and further deleveraging
expected over 2026-2029. It also considers the successful
integration of Assemblin and Caverion, as well as
stronger-than-expected profitability following the combination.

The Positive Outlook reflects Fitch's expectation of further
deleveraging to below the 4.0x rating sensitivity by end-2027, and
a mid-single-digit free cash flow (FCF) margin over 2026-2029,
supported by improving margins and continued bolt-on acquisitions.
Fitch could revise the Outlook to Stable if the group's
deleveraging trajectory is weaker than expected, including in the
event of debt-funded acquisitions or other releveraging
transactions.

Key Rating Drivers

Structurally Improved Leverage: Fitch expects a sustainably
stronger leverage profile following the successful combination of
Assemblin and Caverion. The group's Fitch-defined EBITDA gross
leverage declined to 4.5x at end-2025 from 5.6x at end-2024,
falling below the previous rating sensitivity of 5.0x and its prior
forecast of 5.3x. Fitch expects further gradual deleveraging to
below 4.0x by end-2027, driven by solid EBITDA growth on improving
EBITDA margins and incremental profitability from ongoing bolt-on
acquisitions.

Strong EBITDA Growth: Fitch expects high-single digit nominal
Fitch-defined EBITDA CAGR in 2025-2029, driven by low-single digit
annual organic revenue growth, incremental profitability from
bolt-on acquisitions and a gradual increase in margins. Fitch
expects a further increase in the EBITDA margin in 2026 of about
40bp, driven by solid order intake, more selective tendering and
continued sound operational delivery.

The group's EBITDA margin increased to 7.8% in 2025 from 7.4% in
2024, with positive momentum across all geographic segments in
1Q26. The strong profitability was mainly driven by the successful
integration of Caverion, including closure of non-profitable units
and realisation of synergies. It also reflected the group's solid
operational delivery, more selective tendering approach and solid
order backlog with high voltage, security and data centres projects
offsetting the continued weak residential end-market.

Solid FCF Generation: Fitch expects the group to generate a
mid-single digit FCF margin in 2026-2029 (4.5% in 2025) on
improving EBITDA margins and contribution from high ongoing bolt-on
M&A. The group's increasing nominal EBITDA, sound working capital
management and low capex requirements are only partly offset by
high interest payments.

Solid Business Profile: The group's improved business profile
following the combination remains supported by sound
diversification in services and end-markets, a fairly high share of
contracted revenue with increased exposure to revenue from services
relative to projects and a sound industry outlook. The
transformative acquisition of Caverion in April 2024 has increased
the combined scale of operations, and led to improved geographic
diversification, stronger regional market positions and a broader
services offering.

Active M&A Strategy: Fitch expects a continued active M&A strategy
with total cumulative bolt-on acquisitions of about SEK3.3 billion
in 2026-2029 (excluding earn-outs). This reflects the group's
completed integration of Caverion as well as its improved liquidity
position and expected solid FCF generation. The group has a sound
record of M&A bolt-on integration, supported by a focus on smaller
acquisitions operating in its core technical services and with a
good cultural fit with existing operations. Fitch believes a
prudent acquisition strategy prioritising sustainable growth with
sound margins over market share support its business and financial
profiles.

Peer Analysis

Assemblin Caverion compares favourably with other major Nordic
installation and service providers, due to its larger combined
scale and strong market positions in its prioritised local
markets.

The group's business profile is stronger than Polygon Group AB's
(B-/Negative) and Expleo Group's (CCC+/Rating Watch Negative) but
weaker than SPIE SA's (BBB-/Stable). Assemblin Caverion is about
twice as large in size as Expleo Group and Polygon, and about three
times smaller than SPIE. Assemblin Caverion has an acquisitive
growth strategy like many of its peers that operate in fragmented
industries, including Polygon and SPIE.

Assemblin Caverion's financial profile is stronger than that of
Polygon and Expleo, due mainly to lower leverage, stronger
liquidity position and stronger expected FCF generation. Assemblin
Caverion, Polygon, Expleo and SPIE have broadly similar, 6%-8%
expected EBITDA margins. Fitch expects Assemblin Caverion and SPIE
to generate low-to-mid single digit FCF margin compared with
Polygon and Expleo's temporarily neutral to negative near-term
FCF.

Fitch's Key Rating-Case Assumptions

- Mid-single digit revenue growth in 2026-2029 driven by low-single
digit organic growth and incremental revenue from bolt-on
acquisitions

- About 40bp increase in EBITDA margin in 2026 and further gradual
increase by the total of 30bp by 2029, on solid activity levels,
continued solid operational delivery and selective tendering
approach

- Broadly neutral net working capital requirement in 2026 and about
0.2% of revenue in 2027-2029

- Capex at 0.3% of revenue in 2026-2029

- Acquisitions of about SEK1 billion in 2026 and then SEK750
million annually 2027-2029 (excluding earn-outs)

Corporate Rating Tool Inputs and Scores

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

Business and financial profile factors (assessment, relative
importance): management ('bb', Lower), sector characteristics
('bb+', Lower), market and competitive positioning ('bb',
Moderate), diversification and asset quality ('bb', Moderate),
company operational characteristics ('bb+', Moderate),
profitability ('bb', Moderate), financial structure ('bb-',
Higher), and financial flexibility ('b+', Higher).

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

B+ to CC considerations apply in its analysis and results in an
adjustment of -1 notch(es).

The governance assessment of 'good' has no impact.

The operating environment assessment of 'aa' has no impact.

The SCP is 'b+'.

To derive the Long-Term IDR:

Fitch made no adjustments to the SCP, resulting in an IDR of 'B+'.

Recovery Analysis

The recovery analysis assumed that Assemblin Caverion would be
reorganised as a going concern in bankruptcy rather than
liquidated.

Fitch has assumed a 10% administrative claim.

The going concern EBITDA estimate for the combined group of
SEK1,850 million reflects a sustainable, post-reorganisation EBITDA
on which Fitch bases the enterprise valuation. The going concern
EBITDA reflects intense market competition resulting in subdued
operating profitability. Increase of SEK50 million in EBITDA from
SEK1,800 million previously reflects incremental profitability from
the completed M&A bolt-on acquisition.

A multiple of 5.5x is applied to going concern EBITDA to calculate
a post-reorganisation valuation. It mainly reflects the group's
solid growth prospects, strong market position and high barriers to
entry that are partly offset by its fairly low operating margins
relative to peers.

Fitch assumed the group's debt structure to mainly comprise about
SEK14.5 billion in senior secured notes, a SEK2.8 billion super
senior revolving credit facility (RCF; assumed fully drawn), and
about SEK0.2 billion in non-recourse factoring.

The pension guarantee facility of about SEK0.45 billion
(outstanding amount at end-March 2026) provided by banks is not a
debt obligation for the purpose of computing leverage metrics under
its criteria. However, this facility is treated as super senior in
recoveries, as the pension administrator can make a cash claim
under a guarantee issued to cover pension payments.

The waterfall analysis output generated a ranked recovery in the
'RR4' band, indicating an instrument rating of 'B+'.

RATING SENSITIVITIES

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

- EBITDA gross leverage above 5.0x on a sustained basis

- EBITDA interest coverage below 3.0x on a sustained basis

- FCF margin consistently below 2%

- M&As integration challenges leading to profitability pressures

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

- EBITDA gross leverage below 4.0x on a sustained basis supported
by a clear financial policy

- FCF margin in mid-single digits

- Successful M&As, leading to improved scale and market position
without negatively affecting credit metrics

Liquidity and Debt Structure

At end-March 2026, Assemblin Caverion's liquidity mainly consisted
of about SEK3.3 billion of readily available cash (excluding about
SEK410 million that Fitch restricts for intra-year working capital
swings) and access to a EUR250 million (about SEK2.8 billion)
undrawn RCF due 2029. Fitch expects positive FCF generation over
the next four years.

The group has no major short-term debt maturities as its debt
structure is dominated by long-dated senior secured notes. Its
EUR1,280 million notes are due in 2030 (fixed-rate) and 2031
(floating-rate).

Issuer Profile

Assemblin Caverion is the Nordic region's largest provider of
installation and service solutions focused on electrical
engineering, heating and sanitation, ventilation, as well as smart
buildings and automation.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

Climate Vulnerability Signals

The results of its Climate.VS screener did not indicate an elevated
risk for Assemblin Caverion.

ESG Considerations

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

   Entity/Debt               Rating        Recovery   Prior
   -----------               ------        --------   -----
Assemblin Caverion
Group AB             

                      LT IDR   B+   Upgrade              B
   senior secured     LT       B+   Upgrade    RR4       B




=====================
S W I T Z E R L A N D
=====================

AVOLTA AG: S&P Rates Proposed EUR400MM Senior Secured Notes
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating and '3' recovery
rating on travel retailer Avolta AG's (BB+/Stable/--) proposed
EUR400 million seven-year senior secured notes, to be issued by
Dufry One B.V.

S&P said, "In our view, this transaction is leverage neutral. We
understand Avolta will use the proceeds to partly redeem its EUR750
million notes due February 2027. The proposed EUR400 million senior
unsecured notes will rank pari passu with Avolta's existing senior
unsecured debt.

"Our 'BB+' long-term issuer credit rating and stable outlook on the
company are unchanged, as are our 'BB+' issue rating and '3'
recovery rating on its existing notes."

Issue Rating--Recovery Analysis

Key analytical factors

-- S&P rates the proposed EUR400 million senior unsecured notes to
be issued by Dufry One B.V., the fully owned financial subsidiary
of Avolta, 'BB+' with a '3' recovery rating, indicating its
expectation of meaningful recovery (50%-70%; rounded estimate: 65%)
in a default scenario.

-- Although the recovery outcome exceeds 65%, S&P's criteria cap
the recovery rating on the debt at '3' due to their unsecured
nature. This accounts for the risk that additional prior-ranking or
equally ranking debt could be raised on the path to default.

-- The issue rating is in line with the issuer credit rating on
Avolta and the issue rating on its existing senior unsecured
notes.

-- The notes are guaranteed by the parent, Avolta AG, and selected
subsidiaries.

-- Debt in the waterfall scenario includes outstanding EUR350
million 2.0% notes due in February 2027 (pro forma for the proposed
transaction), EUR725 million 3.375% notes due in April 2028, EUR500
million 4.75% notes due 2031, EUR500 million 4.5% due 2032, and the
proposed EUR400 million notes due 2033.

-- In its hypothetical default scenario, S&P assumes negative
regulatory changes and reduced airport travel following a natural
disaster or terrorist event, combined with a recession in Europe
and the U.S.

-- S&P values the business as a going concern, given Avolta's
leading market position in the duty-free travel retail market and
its diverse global footprint.

Simulated default assumptions

-- Year of default: 2031
-- Jurisdiction: Switzerland

Simplified waterfall

-- EBITDA at emergence: Swiss franc (CHF) 651 million

-- Implied enterprise value multiple: 6.0x

-- Gross enterprise value (EV) at default: CHF3.9 billion

-- Net EV after administrative costs (5%): CHF3.7 billion

-- Priority claims: CHF281 million

-- Estimated senior unsecured claim: CHF4.3 billion

-- Value available for senior secured claims: CHF3.4 billion

    --Recovery expectations: 50%-70% (rounded estimate: 65%)

    --Recovery rating: 3

All debt amounts include six months of prepetition interest. The
EUR2.25 billion revolving credit facility is assumed drawn at 85%
at default.


BANQUE HERITAGE: Moody's Affirms Ba1 Issuer Ratings, Outlook Stable
-------------------------------------------------------------------
Moody's Ratings has affirmed Banque Heritage SA's (Banque Heritage)
Baa1/P-2 long- and short-term deposit and Ba1 long-term issuer
ratings; the outlook remains stable on the long-term deposit and
issuer ratings. Concurrently, Moody's affirmed the bank's Ba1/NP
long- and short-term Counterparty Risk Ratings.

Further, Moody's affirmed Banque Heritage's baa3 Baseline Credit
Assessment (BCA), its baa3 Adjusted BCA, and its Baa3(cr)/P-3(cr)
long- and short-term Counterparty Risk Assessments.

The rating action was triggered by a change in the macro profile
for Uruguay (Baa1 stable).

RATINGS RATIONALE

AFFIRMATION OF THE BCA

The affirmation of Banque Heritage's baa3 BCA considers the bank's
improved weighted Macro Profile of Strong, following the change of
the Macro Profile for the Uruguayan banking system to "Moderate+"
from "Moderate", reflecting the country's solid institutional
framework and rule of law, which reinforces political and social
stability, and the moderate economic growth likely for 2026-27. The
affirmation incorporates further the bank's unchanged limited
lending risks, which is reflected in a declining level of
non-performing loans, its strong capitalisation, but also its
deteriorating profitability, albeit from a strong level.
Concentration risks from Banque Heritage's niche Swiss private
banking business and its Uruguayan commercial lending operations,
as well as business-model-inherent reputational, operational, and
legal risks remain. The bank's sound level of liquid resources
provides a good cushion to mitigate the higher outflow risks
stemming from its funding profile that is based on
confidence-sensitive private banking deposits.

Banque Heritage's BCA further continues to reflect a two-notch
negative adjustment reflecting governance risks associated with the
bank's family ownership, its small size, and its appetite for
acquisitions, exposing it to execution risks.

AFFIRMATION OF RATINGS

The affirmation of Banque Heritage's ratings follows the
affirmation of the bank's baa3  BCA and Adjusted BCA, and reflects
unchanged results from Moody's Advanced Loss Given Failure (LGF)
analysis, which takes into account the severity of loss in
resolution for the bank's different liability classes, resulting in
two notches of rating uplift for deposits and – because of high
loss given failure for senior unsecured debt instruments - issuer
ratings one notch below the baa3 Adjusted BCA. Because of Banque
Heritage's marginal systemic importance to the Swiss deposit-taking
market and payment system, Moody's only assume a low likelihood of
government support which does not result in any rating uplift.

OUTLOOK

The stable outlook on Banque Heritage's long-term deposit and
long-term issuer ratings reflects Moody's expectations of a stable
financial profile and an unchanged liability structure.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Banque Heritage's ratings could be upgraded following an upgrade of
its BCA or by higher rating uplift as a result of Moody's Advanced
LGF analysis, which would require significant issuance of debt
instruments that are subordinated to deposits.

Banque Heritage's BCA could be upgraded in case the bank implements
a stronger liquidity profile, with a more balanced funding profile
with less reliance on confidence sensitive and a higher recourse to
longer-term funding, or higher liquidity reserves. Further, a
combination of lower concentration risks within the bank's client
base with sustainably improved solvency, including stronger
capitalisation, continuously growing assets under management and
higher profitability, could result in an upgrade. A reduction in
corporate governance risks could also lead to an upgrade of the
bank's BCA.

Banque Heritage's ratings could be downgraded following a downgrade
of its BCA.  The deposit ratings could also be downgraded in case
of a material shift towards non-bail-able liabilities. Banque
Heritage's BCA could be downgraded as a result of a deterioration
of its solvency profile, as visible in a declining asset quality in
its loan book; combined with an unexpected weakening of the bank's
capital position, for example because of litigation charges or
acquisitions; and an erosion in assets under management, which
would depress profitability.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2025.

Banque Heritage "Assigned BCA" score of baa3 is set four notches
below the "Financial Profile" initial score of a2 to reflect
governance risks related to its concentrated family ownership and
involvement in management as well as typical reputational,
operational and legal risks related to the wealth management
business model.




===========
T U R K E Y
===========

KOC HOLDING: S&P Affirms 'BB+/B' ICRs, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term and 'B' short-term
issuer credit ratings on Koc Holding A.S.

The stable outlook on Koc mirrors that on Türkiye

S&P said, "We anticipate Koc will maintain a large net cash
position in the next 12 months thanks to its prudent financial
policy and resilient dividend income. The company's net cash
position was about Turkish lira (TRY) 43 billion (about $969
million) as of March 31, 2026, based on its portfolio value at that
date. This is in line with the company's track record of
maintaining a net cash position or very low debt since 2014, with
its adjusted loan-to-value ratio staying well below the 10% maximum
we view as commensurate with the 'bbb-' stand-alone credit profile
(SACP). In April 2026, Koc drew down on its $600 million (about
TRY26.7 billion) club loan. Given this has not yet been utilized,
the company maintains its strong net cash position. Once utilized
for potential investments, we anticipate the net cash position
headroom will likely reduce. We project Koc's net cash position
will remain supported by its conservative financial policy,
moderate shareholder distributions, and a resilient dividend stream
from its investee assets. This is despite ongoing challenging
market conditions from prolonged domestic inflation and limited
lira depreciation affecting both domestic and export-oriented
companies. The Middle East war does not currently have a direct
impact on investee operations, but we note that a prolonged
conflict could affect Türkiye's macroeconomic environment, and
consequently, domestic operations. Overall, we forecast total
dividends received, management fees, and interest income will grow
marginally to about TRY45-TRY48 billion, from TRY44.8 billion in
2025, mainly due to potentially higher dividends from Tupras this
year following its strong performance, alongside rising income from
smaller investee assets. Shareholder dividends for 2026 have been
paid, totaling TRY17.3 billion. We also expect the investment
holding will remain prudent regarding acquisition spending, such
that it will maintain a solid net cash position through year-end,
with any potential further investments supported by the proceeds
from the club loan.

"The criteria exception that enables us to rate Koc one notch above
our 'BB' T&C assessment on Türkiye reflects our expectation that
the company can maintain sufficient cash in U.S. dollars at
international banks to cover any dollar-denominated debt. We
typically apply our T&C rating cap to companies, such as Koc, that
are not exporters and generate more than 90% of their stand-alone
cash flow in Türkiye, which would normally imply a rating of 'BB'.
In Koc's case, more than 90% of its income comes from dividends
from investments in the country. As of March 31, 2026, the company
did not have foreign or local financial debt, though we note that
it has now drawn down on its $600 million (about TRY26.7 billion)
club loan. We think Koc has ample U.S. dollar holdings at
international banks, and do not anticipate this cash would be
depleted for other reasons. In addition, the company has passed our
sovereign stress tests, indicating that it would have enough
liquidity to cover its obligations in the next 12 months, in the
event of a sovereign default. We do not expect Koc's ability to use
its U.S. dollar holdings to pay dollar-denominated obligations
would be restricted by exchange or repatriation controls. As a
result, we deviate from our criteria for rating above the sovereign
by applying a one-notch uplift, resulting in a foreign currency
long-term issuer credit rating one notch above our 'BB' T&C
assessment on Türkiye." S&P will continue to apply the criteria
exception so long as:

-- The company meets S&P's T&C stress test requirements;

-- The amount of cash in U.S. dollars held offshore exceeds Koc's
U.S. dollar liabilities (which S&P currently expects to be the case
once the club loan debt is utilized for investments); and

-- S&P perceives no heightened risks of a repatriation of the
company's offshore U.S. dollar holdings.

S&P monitors quarterly these three factors, which are the
conditions to be rated one notch above the T&C assessment. The
company passed these requirements as of the end of March 2026.

The stable outlook on Koc mirrors that on Türkiye.

S&P could take a negative rating action on the company following a
similar rating action on Türkiye, or if:

-- Koc fails to pass our T&C stress test;

-- The company depletes its U.S. dollar cash balance abroad; or

-- Its U.S. dollar holdings abroad become subject to repatriation
requirements or exchange controls.

S&P said, "We could take a positive rating action on Koc following
a similar rating action on Türkiye, implying a one-notch upgrade
to the sovereign to 'BB' and the T&C assessment to 'BB+'. An
upgrade would also require the company to continue to meet our
requirements for being rated up to one notch above our T&C
assessment, and that we continue to assess its SACP at 'bbb-' or
higher."




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

ART ACADEMY: Crowe UK Appointed as Joint Administrators
-------------------------------------------------------
The Art Academy was placed into administration in the High Court of
Justice, Business and Property Courts in England and Wales,
Insolvency and Companies List, Court Number CR-2026-003689 of 2026.
Mark Holborow and Steven Edwards, both of Crowe UK LLP, were
appointed as Joint Administrators on May 12, 2026.

The company, previously known as The Sculpture Academy, specialized
in higher education – post-secondary, first degree,
post-graduate.  Its registered office is Mermaid Court, 165a
Borough High Street, London, SE1 1HR.  Its principal trading
address is 185c Bankside, 165a Borough High Street, London, SE1
1HR.

The Joint Administrators can be contacted at:

    Mark Holborow  
    Crowe UK LLP  
    Medway Bridge House  
    1-8 Fairmeadow  
    Maidstone  
    Kent ME14 1JP  

      -- and --

    Steven Edwards  
    Crowe UK LLP  
    Medway Bridge House  
    1-8 Fairmeadow  
    Maidstone  
    Kent ME14 1JP  

For further information, contact:

    Contact: Ellie Raycraft  
    Crowe UK LLP  
    Email: ellie.raycraft@crowe.co.uk  
    Tel: 01892 700200 / 01892 700218  


BLETCHLEY PARK 2026-1: Moody's Assigns B1 Rating to Class X1 Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Bletchley Park Funding 2026-1 PLC:

GBP254.250M Class A Mortgage Backed Floating Rate Notes due
January 2070, Definitive Rating Assigned Aaa (sf)

GBP14.487M Class B Mortgage Backed Floating Rate Notes due January
2070, Definitive Rating Assigned Aa2 (sf)

GBP10.865M Class C Mortgage Backed Floating Rate Notes due January
2070, Definitive Rating Assigned A2 (sf)

GBP10.141M Class D Mortgage Backed Floating Rate Notes due January
2070, Definitive Rating Assigned Baa2 (sf)

GBP4.346M Class X1 Floating Rate Notes due January 2070,
Definitive Rating Assigned B1 (sf)

GBP2.897M Class X2 Floating Rate Notes due January 2070,
Definitive Rating Assigned Caa1 (sf)
Moody's have not assigned ratings to the Class J Variable Funding
Note due January 2070 and the Residual Certificates.

RATINGS RATIONALE

The Notes are backed by a static portfolio pool of UK buy-to-let
loans originated by Quantum Mortgages Limited. The portfolio
consists of 1,231 mortgage loans with a current balance of GBP286.0
million as of March 31, 2026 pool cut-off date.

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 a liquidity reserve fund sized at
1.4% of the Classes A and B notes, which will amortise to the lower
of the initial amount and 2% of the outstanding principal balance
of the Class A and B notes. The liquidity reserve fund will be
available to cover senior fees and costs, and Class A and B
interest. Following the Class B notes redemption, all amounts
standing to the credit of the liquidity reserve fund will be
applied as available principal receipts. All excess amounts of the
liquidity reserve will be released into the principal waterfall and
provide additional credit enhancement to Classes A to D notes in
the transaction.

BCMGlobal Mortgage Services Limited is the servicer and Citibank,
N.A., London Branch (Aa3(cr)/P-1(cr)) is the cash manager in the
transaction. To mitigate the operational risk, CSC Capital Markets
UK Limited will act as the back-up servicer facilitator. To ensure
payment continuity over the transaction's lifetime the transaction
documents incorporate estimation language whereby the cash manager
can use the most recent servicer reports to determine the cash
allocation in case no servicer report is available.

Additionally, there is an interest rate mismatch between the fixed
rate loans in the pool that revert to Bank of England Base Rate
(BBR) plus a margin, and the floating rate Notes. To mitigate this
mismatch there will be a fixed-floating scheduled amortisation swap
provided by NatWest Markets Plc (A1(cr)/P-1(cr)).

Moody's determined the portfolio lifetime expected loss of 1.5% and
MILAN Stressed Loss of 14.4% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss 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 RMBS.

Portfolio expected loss of 1.5%: This is higher than the UK
buy-to-let RMBS sector average and is based on Moody's assessments
of the lifetime loss expectation for the pool taking into account:
(1) the portfolio characteristics, including a weighted-average
current LTV of 74.2%; (2) the collateral performance of originated
loans to date; (3) benchmarking with comparable transactions in the
UK BTL market; and (4) the current macroeconomic environment in the
UK.

MILAN Stressed Loss of 14.4%: This is higher than the UK buy-to-let
RMBS sector average and follows Moody's assessments of the
loan-by-loan information taking into account the following key
drivers: (1) the portfolio characteristics including the
weighted-average current LTV of 74.2% for the pool; (2) 100% BTL
portfolio with 96.2% interest-only, 48.3% HMO/MUFB loans and 13.4%
of top 20 borrower concentration; and (3) benchmarking with
comparable transactions in the UK BTL market.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see Residential Mortgage-Backed Securitizations
methodology for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.

Factors that would lead to an upgrade or downgrade of the ratings:

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.

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.


BLIND PIG: Oury Clark Appointed as Administrator
------------------------------------------------
Blind Pig Limited was placed into administration in the High Court
of Justice, Court Number CR-2026-003730. Nick Parsk of Oury Clark
was appointed as Administrator on May 14, 2026.

The company engaged in motion picture production activities.  Its
registered office and principal trading address is 19–21 Mortimer
Street, London, England, W1T 3JE.

The Administrator can be contacted at:

   Nick Parsk  
   Oury Clark  
   Herschel House  
   58 Herschel Street  
   Slough  
   Berkshire SL1 1PG  

For further information, contact:

   Contact: Henry Everitt  
   Tel: 01753 551111  
   Email: absolute@ouryclark.com


CONSUMER HELPLINE: Xeinadin Corporate Appointed as Administrators
-----------------------------------------------------------------
The Consumer Helpline Limited was placed into administration in the
High Court of Justice, Business and Property Courts in Manchester,
Court Number 000682 of 2026.  Alan Fallows and Jessica Barker, both
of Xeinadin Corporate Recovery Limited, were appointed as Joint
Administrators on May 15, 2026.

The company engaged in information service.  Its registered office
and principal trading address is The Refinary, Atlantic Close,
Swansea Enterprise Park, Swansea, SA7 9FJ.

The Joint Administrators can be contacted at:

    Alan Fallows
    Jessica Barker   
    Xeinadin Corporate Recovery Limited  
    100 Barbirolli Square  
    Manchester M2 3BD  

Further information, contact:

    Nicola Melling
    Offices of Xeinadin Corporate Recovery Limited
    Tel: 0161 832 6221 / 0161 212 8421  
    Email: nicola.melling@xeinadin.com  


HESCOTT ENGINEERING: Interpath Advisory Appointed as Administrators
-------------------------------------------------------------------
Hescott Engineering Company Limited was placed into administration
in the Court of Session, Court Number P520 of 26.  James Alexander
Dewar and Alistair McAlinden, both of Interpath Advisory, were
appointed as Joint Administrators on May 15, 2026.

The company engaged in the manufacture of metal structure and parts
of structures.  Its registered office is Phoenix House, Stenhouse
Road, Carron, Falkirk, FK2 8DR.

The Joint Administrators can be contacted at:

    James Alexander Dewar  
    Interpath Advisory  
    Interpath Ltd  
    5th Floor  
    130 St Vincent Street  
    Glasgow G2 5HF  

      -- and --

    Alistair McAlinden  
    Interpath Advisory  
    Interpath Ltd  
    5th Floor  
    130 St Vincent Street  
    Glasgow G2 5HF  

For further information, contact:

  Contact: Shermin Efendi  
  Email: Shermin.Efendi@interpath.com  
  Tel: 0141 648 4351  


INTEGRATED ESTATES: BDO LLP Appointed as Joint Administrators
-------------------------------------------------------------
Integrated Estates Management Ltd was placed into administration in
the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency and Companies List (ChD), Court Number
2026-BHM-000243. Lee Causer, Danny Dartnaill, and Benjamin
Peterson, all of BDO LLP, were appointed as Joint Administrators on
May 18, 2026.

The company engaged in combined facilities support activities.  Its
registered office is Unit 5 Tollgate Business Park, Colchester,
Essex, CO3 8AB (to be changed to c/o BDO LLP, 5 Temple Square,
Temple Street, Liverpool, L2 5RH).

The Joint Administrators can be contacted at:

    Lee Causer  
    BDO LLP  
    Two Snowhill  
    Snow Hill Queensway  
    Birmingham B4 6GA  

       -- and --

    Danny Dartnaill  
    BDO LLP  
    Thames Tower  
    Level 12  
    Station Road  
    Reading RG1 1LX  

       -- and --

     Benjamin Peterson  
     BDO LLP  
     Water Court  
     Ground Floor, Suite B  
     116-118 Canal Street  
     Nottingham NG1 7HF  

For further information, contact:

     Contact: Owen Casey  
     Tel: +44 151 237 4437  
     Email: BRCMTNorthandScotland@bdo.co.uk  


KTRW ENGINEERING: FRP Advisory Appointed as Administrators
----------------------------------------------------------
KTRW Engineering (Developments) Limited was placed into
administration in the High Court of Justice, Court Number
CR-2026-002567.  Andy John and Miles Needham, both of FRP Advisory
Trading Limited, were appointed as Joint Administrators on May 15,
2026.

The company engaged in the manufacture of other special-purpose
machinery.  Its principal trading address is Unit 9, Bancombe
Court, Martock, Somerset, TA12 6HB.  Its registered office is Unit
9, Bancombe Court, Martock, Somerset, TA12 6HB (to be changed to
c/o FRP Advisory Trading Limited, 2nd Floor, Churchill House, 26-30
Upper Marlborough Road, St Albans, AL1 3UU).

The Joint Administrators can be contacted at:

    Andy John  
    Miles Needham  
    FRP Advisory Trading Limited  
    2nd Floor, Churchill House  
    26-30 Upper Marlborough Road  
    St Albans AL1 3UU  

For further information, contact:

    Contact: Oliver Mulvaney  
    Email: cp.stalbans@frpadvisory.com  
    Tel: 01727 811111  


MAREX GROUP: S&P Rates Proposed Perpetual Subordinated Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the proposed
perpetual subordinated notes from NASDAQ-listed Marex Group PLC
(Marex Group). The issue rating is subject to its review of the
notes' final terms and conditions.

The notes are issued as part of the group's broader plans to
redomicile its holding company to Bermuda. The new perpetual notes,
issued initially by Marex Group, will move to the new holding
company (Marex Group Ltd.) once the corporate reorganization is
complete. At that time, S&P expects to classify the proposed notes
as having intermediate equity content under our hybrid capital
criteria. In the unlikely event that the reorganization does not
proceed, Marex would redeem the notes at 101% of par.

S&P said, "Under our criteria, the notes are not eligible for
equity credit at issuance by Marex Group because this entity is
prudentially regulated, and we understand the notes will not
receive regulatory capital credit. Once the move is complete, the
notes will be eligible for equity credit at the unregulated holding
company." This classification is subject to the notes having the
ability to defer coupons on a going-concern basis and with more
than 20 years to their effective maturity date.

The coupon is fixed for 6.5 years after issuance, which marks the
first reset date. A step-up event then occurs 20 years after this
first date. As such, S&P sees the effective maturity of these notes
as 26.5 years. Therefore, the notes will no longer be eligible for
equity capital credit 6.5 years after issuance, when the effective
maturity drops below 20 years.

S&P said, "We understand proceeds will fund general corporate
purposes, which could include repaying the $100 million of hybrid
debt. In that case, hybrid capital in our analysis of Marex Group's
capitalization would decrease temporarily. However, in view of the
imminent corporate restructuring, we would focus on the future
capital structure. In that analysis, the new notes will represent a
material support to Marex Group Ltd.'s consolidated capital
position."

The rating on the hybrid notes is two notches below our long-term
issuer credit rating on Marex Group. S&P deducts:

-- One notch to reflect the notes' subordination to senior
creditors. They rank alongside the existing additional Tier 1 notes
issued by Marex Group, but junior to all other debt obligations;
and

-- One notch to reflect the payment risk from the coupon deferral
at the issuer's option.


OFFSITE ENGINEERED: BTG Begbies Appointed as Administrators
-----------------------------------------------------------
Offsite Engineered Products UK Ltd was placed into administration
in the Business and Property Courts of England and Wales,
Insolvency and Companies List (ChD), Court Number CR-2026-000458.
Robert Neil Dymond and Paul W Barber, both of BTG Begbies Traynor
(Central) LLP, were appointed as Joint Administrators on May 14,
2026.

The company engaged in other manufacturing and construction
activities.  Its registered office is Suite 500, Unit 2, 94A
Wycliffe Road, Northampton, NN1 5JF.

The Joint Administrators can be contacted at:

    Robert Neil Dymond  
    Paul W Barber  
    BTG Begbies Traynor (Central) LLP  
    Suite 500, Unit 2  
    94A Wycliffe Road  
    Northampton NN1 5JF  

For further information, contact:

     Niamh Clarke  
     Tel: 0114 2755033  
     Email: sheffield.north@btguk.com  


PATAGONIA BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Negative
-----------------------------------------------------------------
Moody's Ratings has affirmed the Caa1 long-term corporate family
rating and Caa1-PD probability of default rating of Patagonia Bidco
Limited (Huws Gray or the company). Moody's have also affirmed the
Caa1 rating of the GBP650 million senior secured term loans B1 and
B2, the EUR351 million senior secured term loan B2 (together TLB)
and the GBP125 million senior secured revolving credit facility
(RCF), all maturing in 2028. The outlook has been changed to
negative from stable.

The rating action reflects:

-- Weaker-than-expected operating performance, with no material
recovery in market conditions over the past year and increased
uncertainty around the timing and pace of any improvement; and

-- The growing risk that the company will need to undertake a debt
restructuring to address its October 2028 debt maturity, given
persistently weak credit metrics and limited deleveraging
capacity.

RATINGS RATIONALE

Huws Gray's FY2025 results came in below Moody's expectations, with
reported EBITDA of GBP67.5 million, down 17.6% year-on-year, and
Moody's-adjusted EBITDA of GBP77 million, approximately 11% below
Moody's previous forecast. Like-for-like revenue declined by 5.2%
in the fourth quarter of 2025 after a more resilient first half,
reflecting a sharp deterioration in UK building materials demand.
As a result, Moody's-adjusted debt/EBITDA stood at 14.9x and
EBITA/interest expense at 0.4x for FY2025, both materially weaker
than the prior year.

Moody's expects operating conditions for UK building materials
distributors to remain challenging, with limited visibility on the
pace of recovery, with the conflict in the Middle East introducing
additional downside risk through higher energy costs, weaker
consumer confidence and renewed uncertainty around the interest
rate trajectory. Moody's expects that the company's ongoing
procurement initiatives and branch network rationalisation will
support a gradual margin improvement and forecast an increase in
Moody's-adjusted EBITDA to approximately GBP85-90 million over the
next 12-18 months. Despite this, Moody's expects credit metrics to
remain weak, with Moody's-adjusted debt/EBITDA at around 13-14x
over the period and EBITA/interest expense around 0.5-0.6x. Moody's
expects free cash flow to remain negative over the forecast period,
reflecting weak EBITDA and elevated interest payments.

With the debt maturity approaching in October 2028, the company has
limited time to demonstrate a meaningful recovery in earnings
before it needs to address its capital structure. The combination
of elevated leverage, weak interest coverage and persistent
negative free cash flow increases the uncertainty around
refinancing options.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS

Governance considerations were a material factor for the rating
action, reflecting the heightened financial risks and uncertainty
as debt maturities approach. The company's entire GBP950 million
debt structure matures in October 2028 without a clear refinancing
plan at this stage.

The company, ultimately owned and controlled by funds managed by
The Blackstone Group Inc. (Blackstone), has concentrated ownership
and a highly leveraged capital structure.

LIQUIDITY

Moody's considers Huws Gray's liquidity to be adequate, although it
will progressively weaken over the next 12-18 months as the October
2028 maturity approaches. As of December 2025, the company held
GBP115 million in cash and had a fully undrawn GBP125 million RCF,
also maturing in 2028. The RCF is subject to a springing senior
secured net leverage covenant of 9.5x, which is currently breached,
restricting effective RCF availability to approximately GBP50
million (40%).

Liquidity is partially supported by the company's approximately
GBP308 million of unencumbered freehold property, which provides
refinancing optionality through potential sale-and-leaseback
transactions. The company also has access to a EUR100 million
non-recourse debt factoring facility (GBP68.7 million drawn at
December 2025), which runs until December 2027.

STRUCTURAL CONSIDERATIONS

The Caa1 ratings on the TLB and the RCF are in line with the
company's CFR, reflecting the fact that these bank credit
facilities rank pari passu and constitute the majority of the debt
within the capital structure. The facilities only have modest
security, primarily consisting of share pledges and a floating
charge over the assets of the borrower, which is a holding company.
Guarantees are provided by all material subsidiaries, with a
guarantor coverage of at least 80% of the group's EBITDA.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects increasing uncertainty around
refinancing options to address the October 2028 debt maturity,
given persistently weak credit metrics, limited deleveraging
capacity and continued uncertainty around the timing and pace of
any market recovery. The negative outlook also reflects Moody's
views that liquidity will progressively weaken over the next 12-18
months, with cash balances expected to decline materially as free
cash flow generation remains negative.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Positive pressure on the ratings is unlikely in the near term,
given the negative outlook. The ratings could be upgraded if: the
company makes meaningful progress on addressing its 2028 debt
maturity on terms that do not result in a loss for creditors;
Moody's-adjusted EBITA/interest expense improves above 1x;
operating margins improve sustainably; and liquidity remains
adequate, supported by improving free cash flow generation.

The ratings could be downgraded if: there is an increasing risk
that the company will be unable to address its 2028 debt maturity
on terms that do not result in a loss for creditors; the company
fails to grow its revenue and EBITDA; or liquidity weakens further,
including through faster-than-expected cash consumption.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution
and Supply Chain Services 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.

CORPORATE PROFILE

Huws Gray is one of the UK's leading independent general builders'
merchants, with revenues of GBP1.3 billion in FY2025 and a network
of approximately 300 branches across the UK. The company has
extensive national coverage, enabling it to provide a broad range
of building materials to both trade and retail customers, with a
focus on the repair, maintenance and improvement (RMI) segment of
the UK construction industry. In addition to its merchanting
operations, the company operates a number of complementary
specialist distribution businesses, including timber, bathroom
distribution, interiors, and civils and lintels.

In June 2021, Blackstone acquired a 75% stake in Huws Gray, with
the remaining 25% being retained by the company's management team
and founders.


PERFORMER FUNDING 1: Moody's Affirms Ca Rating on GBP50.1MM R Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of two Classes of Notes in
Performer Funding 1 plc. The rating action reflects the increased
levels of credit enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

GBP227.5M Class B Notes, Affirmed Aaa (sf); previously on Sep 30,
2025 Affirmed Aaa (sf)

GBP159.3M Class C Notes, Affirmed Aaa (sf); previously on Sep 30,
2025 Upgraded to Aaa (sf)

GBP106.2M Class D Notes, Affirmed Aaa (sf); previously on Sep 30,
2025 Upgraded to Aaa (sf)

GBP45.5M Class E Notes, Upgraded to Aaa (sf); previously on Sep
30, 2025 Upgraded to Aa1 (sf)

GBP68.3M Class F Notes, Upgraded to Aaa (sf); previously on Sep
30, 2025 Upgraded to Baa1 (sf)

GBP50.1M Class R Notes, Affirmed Ca (sf); previously on Sep 30,
2025 Affirmed Ca (sf)

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction, for instance, increasing
for the most senior tranches affected by the rating upgrade to
36.08% from 20.77% for the Class E Notes and to 23.84% from 13.64%
for the Class F Notes since the last rating action in September
2025.

The structure provides that a general reserve fund will be funded
following the repayment of Class B Notes to cover senior expenses
and shortfalls in available interest collections for the Class C to
F Notes.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's expected
default rate and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The collateral performance has continued to be in line with Moody's
expectations. Total delinquencies have slightly increased in the
past year, with 90 days plus arrears currently standing at 0.89% of
current pool balance. Cumulative defaults currently stand at 3.76%
of original pool balance. The current pool factor of the
transaction is 17.77%.

For Performer Funding 1 plc, the current default probability
assumption is 5.5% of the current portfolio balance, corresponding
to a default probability assumption of 4.74% of the original
portfolio balance, and the assumption for the fixed recovery rate
is 10%.

Moody's maintained the portfolio credit enhancement assumption at
18%.

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 or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.


PFL REALISATIONS: Dow Schofield Appointed as Administrators
-----------------------------------------------------------
PFL Realisations Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number CR-2026-00713. Lisa
Marie Moxon and John Allan Carpenter, both of Dow Schofield Watts
Business Recovery LLP, were appointed as Joint Administrators on
May 12, 2026.

The company, previously known as Pulse Fibre Limited, specialized
in telecommunications activities.

Its registered office is 7400 Daresbury Park, Daresbury,
Warrington, Cheshire, WA4 4BS (formerly Floor 37, One Canada
Square, London, E14 5AA).

Its principal trading address is Ground Floor, 2 Station Court,
Radford Way, Billericay, CM12 0AB.

The Joint Administrators can be contacted at:

   Lisa Marie Moxon  
   John Allan Carpenter
   Dow Schofield Watts Business Recovery LLP  
   7400 Daresbury Park  
   Daresbury  
   Warrington WA4 4BS  

For further information, contact:

   Laura Hewitt  
   Tel: 01928 378014  
   Email: laura@dswrecovery.com  


SOUTH EAST WATER: Moody's Cuts Rating on Sr. Secured Debt to Ba1
----------------------------------------------------------------
Moody's Ratings has downgraded the backed and underlying senior
secured ratings of South East Water (Finance) Limited to Ba1 from
Baa3. The outlook remains negative. South East Water (Finance)
Limited is the financing subsidiary of South East Water Limited
(SEW).

Concurrently, Moody's have assigned a Ba1 Corporate Family Rating
and Ba2-PD probability of default rating to South East Water
Limited. The outlook at South East Water Limited is also negative.

RATINGS RATIONALE

The rating action reflects the rapid crystallisation of resilience
risk for SEW following two high profile outages over winter
2025-26. The downgrade takes into account both the fallout from
those outages and the continued resilience risk the company faces
until its medium- to long-term investment programmes are
completed.

The company experienced a water supply outage around Tunbridge
Wells in November-December 2025, and a second outage in January
2026 affecting customers supplied by the company in Kent and
Sussex.

The outages came at a time where the sector's continued high social
risk exacerbates political and media attention towards water
company performance and has the potential to result in harsher
eventual enforcement outcomes than would have been the case in the
past.

On March 05, Ofwat proposed to conclude, subject to consultation,
its long standing first enforcement case into SEW's resilience[1],
provisionally finding "fundamental issues with South East Water's
basic maintenance of assets and systems planning as well as a
failure to plan for extreme weather" and that the company was in
breach of both its general duty under Section 37 of the Water
Industry Act 1991 and Licence Condition P12. Ofwat has proposed a
fine of GBP22.46 million or 8% of relevant turnover, out of a
maximum of 10%. Ofwat's second enforcement case[2], opened
following the second outage and also carrying potential penalties
of up to 10% of relevant turnover, is yet to conclude. Moody's
understands that management is seeking to negotiate a package of
investment undertakings in lieu of a fine.

On April 14, 2026, the Drinking Water Inspectorate (DWI) concluded
its own investigation into the first outage[3], finding "the event
arose not from exceptional raw water conditions but from
longstanding weaknesses in operational management, treatment
optimisation, monitoring, maintenance and organisational
preparedness at Pembury water treatment works. Taken together, the
findings point to systemic and repeated failings across both
operational control and emergency management arrangements,
resulting in serious consumer impact". The DWI has placed SEW into
its Transformation Programme, under which it will work with the
company to identify the root cause of poor performance and
formalise rectification into legal instruments.

On May 01, Parliament's Environment, Food and Rural Affairs Select
Committee (the EFRA Committee) released a critical report of SEW's
handling of the outages[4]. Following this report, both Chair Chris
Train and CEO David Hinton announced their intention to stand
down.

Moody's expects SEW's resilience risk will be reduced following the
conclusion of its AMP8 investment programme by March 2030. The
company has also launched a turnaround programme which will focus,
amongst other aims, on how to best manage currently underperforming
assets prior to upgrades from the investment programme.

Acting as a partial mitigant to the resilience risk is the outcome
of SEW's appeal of its PR24 final determination to the Competition
and Markets Authority (CMA). The CMA's final redetermination
granted expenditure allowances of GBP1,955 million over the five
years of AMP8, an increase of GBP134 million and reducing the gap
to the company's ask to 7.1% from 13.4% at Ofwat's final
determination. As part of the revised allowances, the CMA increased
allowed spending on resilience – in particular towards upgrades
at the Bewl Water Treatment Works, service reservoir capacity, and
water efficiency initiatives. However, not all of the company's
requests were granted, with the proposed smart network project
unfunded and resilience interconnectors only partially funded.

The CMA also revised the maximum penalty cap on the water supply
interruptions Outcome Delivery Incentive (ODI) to 1% Return on
Regulatory Equity (RoRE) exposure from 2% as set by Ofwat. This
change reduces the maximum potential penalty accrual to GBP44.3
million (in 2022-23 prices, over AMP8) from GBP86.7 million
previously. Given the two outages, Moody's expected SEW to accrue
the maximum GBP7.9 million penalty for 2025-26, which is cash
effective in 2027-28.

Following a GBP200 million equity injection in May 2025, equivalent
to 11% of RCV as of March 2025, and absent higher penalties or
costs than currently anticipated, Moody's expects the company to
demonstrate solid financial metrics for the rating level.

As part of the rating action, Moody's have increased the company's
exposure to water management (WM-5 from WM-4), part of the
environmental considerations of Moody's framework for
environmental, social and governance risks (E-5 from E-4). SEW's
overall credit impact score has worsened to CIS-5, which is in line
with peers Southern Water Services Limited (Ba1 stable) and Thames
Water Utilities Ltd. (Caa3 stable). The action is also driven by
the high social risk in the sector.

The Ba1 ratings continue to be supported by: (1) SEW's position as
a monopoly provider of essential water services in parts of
southeast England; (2) operating cash flows from its non-appointed
businesses which have a low business risk profile; and (3) certain
creditor protections incorporated in the covenant and security
package of its bond programme.

Moody's expects that the rating action will place SEW in breach of
Licence Condition P26, under which the company is required to
maintain two investment grade credit ratings.

LIQUIDITY

As of September 30, 2025, SEW held cash and cash equivalents of
GBP43.2 million and has access to a GBP150 million Revolving Credit
Facility (RCF) maturing in August 2028. Following refinancing
activity completed throughout 2025-26, the only maturities during
AMP8 are the GBP30 million term loan due August 2028 and the GBP166
million bond due March 2029. Moody's expects the company to
maintain at least 12 months' liquidity at all times.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Given the negative outlook, an upgrade is not currently envisioned.
Upwards pressure would only develop once the company has made
demonstrable progress towards improving resilience in the Sussex
and Kent supply areas, as measured by operational outages,
performance on water supply interruptions, and progression through
the AMP8 totex programme.

Conversely the ratings could be downgraded if: (1) there are
further significant supply outages; (2) Ofwat proposes significant
fines for its second enforcement case into SEW, and SEW and the
regulator are unable to agree a package of undertakings in lieu of
fines; (3) Moody's observed a deterioration in the shareholders'
support for the company; or (4) the company encounters funding
difficulties.

The principal methodology used in these ratings was Regulated Water
Utilities published in August 2023.

The Ba1 underlying rating is two notches above the historic
scorecard-indicated outcome of Ba3 as of March 31, 2025. The
differential reflects Moody's expectations of improved credit
ratios in AMP8, compared to AMP7 where ratios were impacted by very
high outturn inflation.

COMPANY PROFILE

SEW is second largest of the four remaining stand alone water-only
companies in England and Wales, with a Regulatory Capital Value
(RCV) of GBP1.8 billion as of March 2025. SEW provides water to a
population of 2.3 million people across sections of Hampshire,
Berkshire, Surrey, Sussex and Kent in south east England.


TRIPSMITHS LTD: Moorfields Appointed as Joint Administrators
------------------------------------------------------------
Tripsmiths Ltd was placed into administration in the High Court of
Justice, Business & Property Courts of England & Wales, Insolvency
& Companies List, Court Number 003737 of 2026.  Michael Solomons
and Andrew Pear, both of Moorfields, were appointed as Joint
Administrators on May 14, 2026.

The company engaged in travel agency activities.  Its registered
office and principal trading address is 4–6 Canfield Place,
London, NW6 3BT.

The Joint Administrators can be contacted at:

    Michael Solomons  
    Moorfields  
    82 St John Street  
    London EC1M 4JN  

      -- and --

    Andrew Pear  
    Moorfields  
    82 St John Street  
    London EC1M 4JN  

For further information:

    Contact: Tess Mitchell  
    Tel: 020 7186 1144  
    Email: tess.mitchell@moorfieldscr.com  


VELOCITY HOMES: McTear Williams Appointed as Joint Administrators
-----------------------------------------------------------------
Velocity Homes Limited was placed into administration in the High
Court of Justice, Court Number CR-2026-003828.  Jo Watts and Andrew
McTear, both of McTear Williams & Wood Limited, were appointed as
Joint Administrators on May 18, 2026.

The company engaged in the development of building projects.  Its
registered office and principal trading address is 60 Windsor
Avenue, London, SW19 2RR.

The Joint Administrators can be contacted at:

    Jo Watts  
    Andrew McTear  
    McTear Williams & Wood Limited  
    Prospect House  
    Rouen Road  
    Norwich NR1 1RE  

Enquiries should be sent to:

    McTear Williams & Wood Limited
    Prospect House
    Rouen Road, Norwich, NR1 1RE
    Office Tel No: 01603-877540
    Fax No: 01603 877549

         -- or --
    by email to helenaseeney@mw-w.com



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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