260612.mbx

260612.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, June 12, 2026, Vol. 27, No. 117 Headlines F R A N C E EDEN SAS: Moody's Affirms 'B1' CFR, Outlook Remains Stable POSEIDON BIDCO: Moody's Appends 'LD' Designation to PDR G E R M A N Y AUTONORIA DE 2023: Moody's Ups Rating on EUR4.5MM F Notes to Ba2 TMD FRICTION: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable I R E L A N D HARVEST CLO XL: S&P Assigns B-(sf) Rating on Class F Notes I T A L Y SAMMONTANA ITALIA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable L U X E M B O U R G ARMORICA LUX: Moody's Upgrades CFR to B3, Alters Outlook to Stable N E T H E R L A N D S MONDRIAN MORTGAGE 1: Fitch Rates Class D Notes 'B(EXP)sf' MONDRIAN MORTGAGE 1: Moody's Assigns (P)Caa1 Rating to Cl. X Notes R U S S I A UZBEKISTAN: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive S P A I N CODERE GROUP: Moody's Ups CFR to Caa1 & Alters Outlook to Positive TDA CAM 8: S&P Raises Class C Notes Rating to 'BB(sf)' S W E D E N NORDIC PAPER: Moody's Cuts CFR to B2 & Alters Outlook to Negative U N I T E D K I N G D O M ALEC DREW: Moore Kingston Appointed as Joint Administrators BLITZEN SECURITIES 1: Moody's Cuts Rating on GBP5.7MM F Notes to B3 BOURDON STREET: FRP Advisory Appointed as Joint Administrators FIRST CITY MONUMENT: Moody's Affirms 'B3' Deposit & Issuer Ratings KLEANDRIVE LTD: KRE Corporate Appointed as Joint Administrators LENSBURY AVENUE: FRP Advisory Appointed as Joint Administrators LUDGATE FUNDING 2007 FF1: Fitch Affirms 'BB-sf' Rating on E Notes MAYFAIR PARK: FRP Advisory Appointed as Joint Administrators SOLAR CAPTURE: FRP Advisory Appointed as Joint Administrators SUKATE & BEZEBOH: Opus Restructuring Appointed as Administrators VMED 02: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable X X X X X X X X [] BOOK REVIEW: Black Monday - The Stock Market Catastrophe - - - - - =========== F R A N C E =========== EDEN SAS: Moody's Affirms 'B1' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Ratings affirmed Eden S.A.S.'s (Safic-Alcan or the company) corporate family rating and probability of default rating at B1 and B1-PD respectively. Concurrently, Moody's affirmed Safic-Alcan's existing ratings for the senior secured bank credit facilities at B1. The outlook remains stable. RATINGS RATIONALE The rating action reflects Moody's expectations that the company will operate with credit metrics commensurate with the B1 rating category. As of the twelve months ended December 31, 2025 Moody's estimates the company's Moody's adjusted debt/EBITDA was 4.4x which Moody's expects will improve incrementally over the next 12-18 months due to organic EBITDA growth and some uplift from acquisitions. The company's strong cash balance and its track record of a more prudent approach towards acquisitions compared to private equity-owned chemical distributors that Moody's rates also supports its rating. Moody's expects the company will continue to use cash on hand and internally generated cash to fund bolt-on acquisitions which will facilitate a continued increase in scale and incremental geographic diversification. Since the rating assignment in late 2022, the company has built a track record of deleveraging. However, gross leverage (within the restricted group) typically resets following a refinancing transaction, leaving some uncertainty on the trajectory when considering the company's June 2029 term loan B maturity. The company's strong European market position in specialty chemicals distribution; good profitability for a distributor, supported by value-added services and private label activities; capacity to generate meaningful free cash flow; and very good liquidity all support the B1 CFR. However, its relatively small size compared to other rated distributors (both chemicals distributors and distributors more generally); limited geographical diversification with a high focus on Europe; higher share of sales to more cyclical applications (e.g. construction or automotive) compared to other specialty chemicals distributors Moody's rates; and absence of commitment to maintain a specific leverage ratio or financial policy in line with a higher rating, all weigh on credit quality. LIQUIDITY PROFILE The company's liquidity is very good. As of end March 2026, the company reported around EUR127 million of cash on balance sheet and EUR90 million of availability under its senior secured revolving credit facility (RCF). In combination with funds from operations, these sources are sufficient to cover working capital swings, capital expenditure and working cash. The company's main debt maturity (other than RCF) is in 2029 when its term loan B is due for repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Safic-Alcan's ratings include: (i) significant expansion and diversification of the company's revenue base; (ii) evidence of financial policies leading to Moody's-adjusted debt/EBITDA expected to be sustainably below 4.0x (iii) continued positive FCF and good liquidity. Factors that could lead to a downgrade of Safic-Alcan's ratings include: (i) inability to generate sustained positive FCF or deterioration of its liquidity profile; ii) Moody's-adjusted total debt/EBITDA sustainably increases above 5.0x; and iii) evidence of more aggressive financial policies which would favour shareholder returns over creditors. 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. COMPANY DESCRIPTION Headquartered in France, Safic-Alcan is a leading Europe-focused specialty chemical distributor. The company's main product categories are rubber and adhesives, personal care, pharmaceuticals, and coatings, inks and construction. The company is majority owned (52.5%) by its management team, including shares ultimately owned by employees, and a finance company (47.5%), which is ultimately owned by various financial investors. The management team controls around three quarters of total voting rights. POSEIDON BIDCO: Moody's Appends 'LD' Designation to PDR ------------------------------------------------------- Moody's Ratings has appended a limited default (LD) designation to Poseidon BidCo S.A.S' (Ingenico or the company) probability of default rating, revising it to Caa2-PD/LD from Caa2-PD. The LD designation will remain in place for three business days. There is no change to the company's Caa2 corporate family rating or the Caa2 ratings on its senior secured bank credit facilities. The negative outlook is unaffected. Ingenico missed an interest payment on its senior secured term loan B2, which was due at the end of March 2026. Although the company has subsequently secured a waiver from lenders, the missed payment is viewed as a limited default under Moody's methodologies and is reflected in the LD designation. Ingenico is a leading authentication and payment initiation provider globally. It provides POS terminals and embedded software, which permit the authentication of cardholders and initiation of payments, as well as POS-related services. ============= G E R M A N Y ============= AUTONORIA DE 2023: Moody's Ups Rating on EUR4.5MM F Notes to Ba2 ---------------------------------------------------------------- Moody's Ratings has upgraded the ratings of two junior notes in Autonoria DE 2023. The notes are backed by auto loan contracts originated and serviced by BNP Paribas S.A. Niederlassung Deutschland. Moody's affirmed the ratings of the notes that had sufficient credit enhancement to maintain their current ratings. EUR458M Class A Notes, Affirmed Aaa (sf); previously on Mar 20, 2023 Definitive Rating Assigned Aaa (sf) EUR15.8M Class B Notes, Affirmed Aa3 (sf); previously on Mar 20, 2023 Definitive Rating Assigned Aa3 (sf) EUR14.3M Class C Notes, Affirmed A2 (sf); previously on Mar 20, 2023 Definitive Rating Assigned A2 (sf) EUR5.3M Class D Notes, Affirmed Baa1 (sf); previously on Mar 20, 2023 Definitive Rating Assigned Baa1 (sf) EUR11.3M Class E Notes, Upgraded to Baa3 (sf); previously on Mar 20, 2023 Definitive Rating Assigned Ba1 (sf) EUR4.5M Class F Notes, Upgraded to Ba2 (sf); previously on Mar 20, 2023 Definitive Rating Assigned Ba3 (sf) RATINGS RATIONALE The rating action is prompted by decreased key collateral assumptions due to better than expected collateral performance. 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 performance of the transaction has slightly deteriorated since May 2025. 90 days plus arrears currently stand at 1.21% of current pool balance showing an increasing trend over the past year. However, this is mainly due to the fast deleveraging of the portfolio as the amount of arrears has remained stable. Cumulative defaults currently stand at 0.76% of original pool balance plus all replenishments and additions since closing in March 2023 up from 0.50% a year earlier. Moody's decreased the expected default rate assumption to 1.23% as a percentage of original pool balance from 1.40%. The revised expected default rate assumption corresponds to 2.0% as a percentage of current pool balance (previously also 2.0%). Moody's maintained the assumption for the fixed recovery rate at 40%. Moody's reassessed Moody's Portfolio Credit Enhancement ("PCE") assumption for this transaction. PCE reflects the credit enhancement consistent with the highest rating achievable in Germany. Moody's have maintained the PCE assumption at 10%. No change in Available Credit Enhancement High prepayments led to a substantial paydown of the notes in the transaction but have not resulted in an increase in credit enhancement for the notes. The annualized repayment rate observed over the last three reporting periods was on average 18.60%. Pro rata amortization has limited the build-up of credit enhancement in this transaction. This amortization structure benefits the junior classes E and F. Amortization will switch to sequential once the pool factor reaches 10%. 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 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. TMD FRICTION: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned TMD Friction Group GmbH a Long-Term Issuer Default Rating (IDR) of 'BB-'. The Outlook is Stable. Fitch has also assigned TMD a senior secured instrument rating of 'BB+' with a Recovery Rating of 'RR2'. The rating reflects TMD's small scale, narrow product offering and concentration by geography, which limit its competitive positioning relative to larger and more diversified automotive suppliers. Rating strengths are its resilient aftermarket-focused business model, strong profitability and solid free cash flow (FCF) generation, which support manageable re-leveraging following its bond issue. Key Rating Drivers Narrow Business Model: TMD's business model is narrowly focused relative to those of both large tier 1 automotive suppliers and more diversified brake system specialists. TMD has sound technical expertise, but its in-house manufacturing is limited to brake friction products, primarily pads and linings, while discs, drums and brake shoes are sourced from third parties. As a result, TMD's product offering and technological scope are limited, which constrains its competitiveness in the automotive supply chain. It typically operates as a tier 2 supplier to original equipment manufacturers (OEM), limiting its strategic relevance relative to larger and more diversified peers. Small and Concentrated Business Profile: TMD is the smallest issuer among Fitch-rated auto suppliers, with revenue of approximately EUR800 million in 2025. Its business profile is further constrained by geographic concentration with Europe accounting for a significant amount of revenue in 2025. As a result, despite the relative defensiveness of its aftermarket-focused business model, in its view, TMD is more exposed to external shocks than larger auto suppliers with broader product diversification and a wider geographic reach. Aftermarket Exposure Supports Resilience: TMD's business profile benefits from its large exposure to the automotive aftermarket, which typically provides more stable demand and higher margins than the OEM segment. Nearly 70% of revenue in 2025 was generated from replacement activities, including original equipment service (OES). Demand for brake pad replacement is largely driven by vehicle usage rather than discretionary spending, supporting a comparatively resilient demand profile. In addition, replacement sales generally carry higher margins, reflecting the lower bargaining power of independent distributors relative to OEM customers. Strong Profitability, Cash Flow Generation: TMD's profitability is strong and in line with the sector's high investment-grade medians, with Fitch-adjusted EBITDA/EBIT margins slightly above 13%/10% in 2025. Cash flow has benefited from low capex and net working capital intensity and a modest cash interest burden. Fitch expects moderate profitability improvement from structural measures, like production relocation to best-cost countries and better fixed-cost absorption. Fitch expects FCF margins to remain one of the strongest among Fitch-rated auto suppliers, despite higher cash interest from the new bond issue. Fitch assumes no additional ordinary dividends. Manageable Re-leveraging: The bond issue will increase TMD's leverage from a debt-free position at end-2025, apart from some off-balance sheet factoring usage. Fitch expects the new bond to result in EBITDA gross leverage of about 3.0x, broadly consistent with a low 'BB'/high 'B' financial profile under Fitch's rating criteria for auto suppliers. However, Fitch expects EBITDA net leverage to remain below 2.0x, supported by cash overfunding from the bond issue. Fitch expects TMD's solid cash generation to support a sound deleveraging capacity, in the absence of M&A. Established Niche Supplier: TMD is a well-established niche supplier with longstanding customer relationships and recognised technical expertise. At end-2025, most customer relationships had lasted more than 25 years, including more than 30 years with German OEMs. The company's product portfolio ranges from premium to budget brake pads and covers 99.5% of the European passenger car parc. TMD's technical capabilities also reflect its expertise in brake-friction formulations and the development of a portfolio that is compliant with Euro 7 requirements, which for the first time introduced limits on brake particle emissions. Peer Analysis TMD compares less favourably with similarly rated peers such as Tenneco LLC (B/Positive) and Benteler International Austria GmbH (BB-/Stable) in scale, geographic reach and product diversification. Its business profile is constrained by its small size and narrow product scope, as well as higher concentration in Europe. However, TMD benefits from high aftermarket exposure, which supports business resilience and aligns it more closely with higher-rated issuers, such as Pirelli & C. SpA (BBB/Stable), Continental AG (BBB/Positive) and Compagnie Generale des Etablissements Michelin (A/Stable), all of which benefit from replacement-driven demand. TMD's profitability and cash flow generation are strong relative to the Fitch-rated auto supplier universe. Double-digit EBIT margins compare favourably not only with tyre manufacturers, but also with Garrett Motion Inc. (BB/Stable), reflecting TMD's defensive business mix, low capital intensity and established market position. Fitch expects leverage to increase after its bond issue to slightly above Garrett's, but to remain manageable for the rating. Strong FCF generation should support good deleveraging prospects. Fitch’s Key Rating-Case Assumptions - Sales CAGR of 4.1% for 2026-2028, driven by favourable volumes and pricing development, especially in the aftermarket business - Fitch-adjusted EBIT margin to improve towards 14% by 2029, supported by cost measures and improved fixed cost absorption - Net working capital/sales investments at 1.1% between 2026 and 2029, led by business growth - Capex at about EUR30 million a year - Extraordinary dividend of EUR250 million in 2026. No further dividends thereafter - No M&A Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): management ('bbb-', Lower), sector characteristics ('bb', Moderate), market and competitive positioning ('b+', Higher), diversification and asset quality ('bb', Moderate), company operational characteristics ('bb', Moderate), profitability ('a-', Moderate), financial structure ('bb-', Moderate), and financial flexibility ('bbb-', Lower). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026, 40% for the forecast year 2027 and 40% for the forecast year 2028. - The governance assessment of 'good' has no impact. - The operating environment assessment of 'a' has no impact. The SCP is 'bb-'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'BB-'. Recovery Analysis The secured debt rating benefits from a two-notch uplift above the IDR, reflecting its criteria for Recovery Ratings in the 'BB' category. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBIT margin below 5% - FCF margin below 0.5% - EBITDA leverage above 3.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 2.5x - Increase in scale, with sales above EUR1 billion Liquidity and Debt Structure At end-2025, TMD reported EUR128 million cash and equivalents. Fitch considers about EUR20 million to be not immediately available for operational needs (approximately 2.5% of sales). Pro forma reported cash declined to EUR108 million in January 2026, following a EUR20 million dividend distribution. TMD raised a EUR35 million super senior revolving credit facility, alongside the new bond. This will provide significant liquidity buffer to the company. At end-2025, TMD had no reported financial debt and only off-balance sheet factoring. It has good access to the debt capital market, attracting interest rates that are broadly in line with expectations and strong investor demand. Issuer Profile TMD manufactures brake friction materials for passenger cars and commercial vehicles. The company develops and produces disc brake pads and linings supplied to OEMs and the independent aftermarket. 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 Climate.VS for 2035 is 51 out of 100. This reflects a VSp of 20 and a VSt of 50, suggesting elevated exposure to climate-related risks. This is primarily driven by TMD's exposure to the global automotive sector, which faces evolving emissions regulation and technological change. However, TMD's product portfolio is more insulated from powertrain transition risk than many traditional automotive suppliers, as brake friction products are required for internal combustion engine, hybrid and battery electric vehicles. 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 ----------- ------ -------- ----- TMD Friction Group GmbH LT IDR BB- New Rating BB-(EXP) senior secured LT BB+ New Rating RR2 BB+(EXP) ============= I R E L A N D ============= HARVEST CLO XL: S&P Assigns B-(sf) Rating on Class F Notes ---------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Harvest CLO XL DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued EUR31.20 million unrated subordinated notes. The reinvestment period will be approximately 4.8 years, while the non call 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 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 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 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 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 4.50%, 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. "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, C, D, and 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 ratings assigned to the notes." The class B, C, D, and E notes can withstand stresses commensurate with the assigned ratings. S&P said, "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 our long-term corporate default rates and recent economic outlook, we believe this class is able to 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 S&P has rated and that has recently been issued in Europe. -- S&P said, "Our 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 we were 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 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for all 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 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." 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 Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.30% B AA (sf) 42.60 27.35 Three/six-month EURIBOR plus 1.85% C A (sf) 23.00 21.60 Three/six-month EURIBOR plus 2.20% D BBB- (sf) 30.00 14.10 Three/six-month EURIBOR plus 3.15% E BB- (sf) 18.40 9.50 Three/six-month EURIBOR plus 5.35% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.58% Sub notes NR 31.20 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. S&P's 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. ========= I T A L Y ========= SAMMONTANA ITALIA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Sammontana Italia S.p.A. Societa Benefit's (SI) Long-Term Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. It also affirmed its senior secured notes at 'B+', with a Recovery Rating of 'RR4'. The rating reflects SI's aggressive financial policy fully exhausting leverage headroom in 2026, following the incurrence of an aggregate EUR155 million extra debts since the company was formed from the merger of Sammontana with Forno d'Asolo in October 2024. Rating strengths are its expectation of continuing profit growth from cross-selling in the Italian market, enabling growing market shares and expansion in the French- and German speaking markets and the US. The integration from the merger, which was completed in 2024, should continue to yield related synergies and support sustained positive free cash flow (FCF) over 2026-2027. This should offset the declining trend of volume affecting SI's main distribution channel of hotel-restaurant-catering. Key Rating Drivers Aggressive Financial Policy: Its projections assume annual bolt-on M&A of EUR25 million-40 million, based on SI's stated strategy of organic growth and acquisitions of small peers and some distributors in Italy, the US and Europe. The 'B+' rating assumes that M&A would be solely funded by divestment proceeds and FCF, enabling leverage to remain under 5.5x from 2025. However, SI's tap of EUR125 million in 2025 and the EUR30 million extra debt incurred to fund capex in Canada led to leverage remaining at about 6.0x over 2024-2026, signalling a financial policy with limited commitment to deleverage. Fitch sees scope for leverage to drop towards 5.8x in 2026 and below 5.5x in 2027 but also believe that any slowdown in consumer spending may delay the process. Further, self-generated resources may be insufficient to fund M&A ambitions, which are part of the company's growth strategy. Lack of deleveraging in a weakened consumer environment may put SI's ratings under pressure in the near term. Weakening Out-of-Home Consumer Spending: The last three quarters of SI's sales have been exposed to weakening volume purchases in the out-of-home channel, as consumers preserve their overall spending power by cutting discretionary expenditure. Most of SI' sales are in Italy, where visits to points of sale and volumes purchased per visit have been contracting since mid-2025 and will be further affected by weakening consumer confidence since March 2026. Volumes sold are outside the company's control, since final prices are set by small operators seeking to cover increased labour and energy costs. At the same time, Fitch expects SI's sales in sweet pastry and ice creams to benefit from cross-selling opportunities following the merger of Sammontana's and Forno's sale forces, as well as from market share gains in an ice cream market where the two incumbents Froneri and Unilever (now The Magnum Ice Cream Company) have recently been less effective. Progress on Delivering Synergies: SI is leveraging the complimentary product portfolios and routes to market of the two merged entities to deliver cost synergies. Fitch views these plans, together with expectations of benefits from cross-selling, as ambitious, although the company made good progress during 2025, having achieved EUR12 million of its EUR27 million target for mid-2027. Fitch assesses execution risks as moderate and expect to improve its assessment once planned cost synergies are closer to being realised. Good Cash Flow Generation: Fitch projects FCF to turn positive in 2026, supported by a reversal of working capital absorption that occurred in 2025. Strong EBITDA margins and a reduction in capex to about EUR40 million a year are likely to enable FCF to grow towards EUR50 million from 2026. This should enable SI to fund bolt-on M&A with own resources. Favourable Trends, Saturation Risks: Fitch believes SI will in the long term continue to benefit from the need to contain labour costs in the hotel/restaurant/catering industry, which will support continued adoption of frozen bakery products despite an already high rate of penetration. Their use significantly reduces manual and person-controlled work in bakery production. Small bars are widespread in Italy, providing a range of food and drinks for most meal occasions across the day and are SI's main client base. Italian Frozen Foods Leader: SI is the result of the end-2024 merger of two market leaders in Italy, with strong routes to market in complimentary food categories using cold storage and distribution chains. SI has leading market shares and channel diversification, although geographic concentration and over-exposure to the out-of-home channel constrain the rating. Profitable Packaged Food Company: The company reported combined Fitch-adjusted EBITDA of EUR153 million in 2025, representing a margin of 16%, due to price increases to cover input cost inflation and the benefit of EUR12 million annualised synergies. Its profitability is consistent with the mid-to-high end of European packaged food companies. Fitch assumes profit growth to maintain its momentum, with margin rising to over 17% by 2028, due to acquisitions, synergies, the rollout of new products and new market entries. Opportunities to Expand Abroad: SI intends to leverage favourable demand trends to expand in the US, and the French- and German-speaking European countries. Fitch views these plans as achievable, as the company already achieved 25% of sales outside Italy in 2025, earlier than envisaged. This was supported in part by the 2025 acquisition of La Rocca, which provides a valuable distribution channel in Canada. SI is also launching Italian gelato in the US, further supporting its international growth ambitions. Peer Analysis La Doria S.p.A. (B+/Stable) is rated at the same level as SI and has slightly stronger credit metrics and similar scale, but a weaker business profile due to its narrower product offering, weaker brand awareness and higher customer concentration. Its profits are also more exposed to input cost volatility. These are partly offset by La Doria's lower execution risks, as Sammontana's pursuit of market consolidation and expansion includes overseas markets. Sigma Holdco BV (B/Stable), IRCA Group Luxembourg Midco 3 S.a r.l (B/Stable) and Seashell Bidco, SLU (B/Stable) are all rated one notch lower than SI. Their business profiles are broadly comparable with SI's. Sigma is the largest and most geographically diversified, with higher margins supported by strong brands despite a single-category focus. However, these benefits are tempered by higher leverage. Nomad Foods Limited's (BB/Stable) two-notch differential with SI reflects the former's strength in branded and private-label frozen food, and more diverse portfolio of categories and geographies of operation, and larger overall scale, leading to a stronger business profile. Combined with Nomad's higher cash generation, this justifies a larger debt capacity. Nomad's rating also reflects its lower gross leverage of about 4.5x. Fitch’s Key Rating-Case Assumptions - Organic revenue growth of 2.5% in 2026, before normalising to 2.5%-3% annually over 2027-2029 - EBITDA margin at 16% in 2026, before growing above 17% by end-2028, from 15.9% in 2025 - Annual capex of about EUR60 million in 2026, normalising at about EUR40 million 2027-2029 - FCF margins in the mid-single digits - Total aggregate bolt-on spending of EUR130 million over 2026-2029, largely covered with internally generated cash flow Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('b+', Moderate), sector characteristics ('bb', Moderate), market and competitive positioning ('b', Higher), diversification and asset quality ('bb-', Moderate), company operational characteristics ('bb', Lower), profitability ('bbb', Lower), financial structure ('b+', Higher), and financial flexibility ('bb', Moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and result in no adjustment. The governance assessment of 'good' has no impact. The operating environment assessment of 'a-' has no impact. The SCP is 'b+'. Recovery Analysis Its recovery analysis assumes SI would be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. This is because most of its value lies within its established brand portfolio, client relationships and production and logistic capabilities. Fitch assumes a 10% administrative claim. Fitch assesses GC EBITDA at EUR125 million, representing distressed EBITDA at which SI would undergo a debt restructuring due to an unsustainable capital structure. The GC EBITDA assumes corrective measures and the restructuring of the capital structure for the company to be able to remain a GC. Financial distress leading to debt restructuring may be driven by SI losing part of its key retailer base, disruption in the Italian operations or issues with the post-merger integration. Fitch applies a recovery multiple of 5.5x, at about the mid-point of its multiple for distributors in EMEA and in line with sector peers'. Fitch assumes its EUR170 million revolving credit facility (RCF) is fully drawn on default. The RCF ranks super senior, ahead of SI's EUR925 million senior secured notes. Its waterfall analysis generated a ranked recovery for the senior secured noteholders in the 'RR4' category, leading to an instrument rating at 'B+', in line with the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margin below 15% and neutral to positive FCF generation - EBITDA gross leverage remaining above 5.5x, due to slower delivery of organic growth strategy or debt-funded acquisitions - Reducing liquidity headroom due to higher working capital seasonality and M&A disbursements than anticipated Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch does not envisage an upgrade to the 'BB' rating category unless SI achieves: - Wider scale and diversification, measured by EBITDA of at least EUR300 million and contribution of overseas markets to EBITDA growth for at least one quarter - EBITDA gross leverage below 4.5x, due to organic growth, integration of bolt-on targets or gross debt prepayment, and EBITDA interest coverage above 3.5x - Evidence of EBITDA margin expanding sustainably to 18% or above, sustaining FCF in the mid-single digits Liquidity and Debt Structure SI's available cash balance was EUR65 million at end-2025, also supported by an undrawn RCF of EUR170 million. Positive FCF generation should ensure comfortable liquidity headroom and support cash build-up until 2029, which Fitch expects to be used for bolt-on acquisitions. SI has no major debt maturities before 2031, when its senior secured notes of EUR975 million and RCF of EUR170 million are due. Issuer Profile SI was created from the merger of Sammontana with Forno d'Asolo. It manufactures and distributes ice creams, and frozen sweet and savoury pastries and patisserie. 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 SI. 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 ----------- ------ -------- ----- Sammontana Italia S.p.A. Societa Benefits LT IDR B+ Affirmed B+ senior secured LT B+ Affirmed RR4 B+ =================== L U X E M B O U R G =================== ARMORICA LUX: Moody's Upgrades CFR to B3, Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has upgraded Armorica Lux S.àr.l.'s (idverde or the company) corporate family rating to B3 from Caa1 as well as the probability of default rating to B3-PD from Caa1-PD. Concurrently, Moody's have also upgraded the rating on the EUR495 million senior secured first lien term loan B and EUR50 million senior secured first lien revolving credit facility (RCF) to B3 from Caa1. The outlook has been changed to stable from positive. Corporate governance considerations were a key rating driver for the rating action. This reflects the financial policy of the company and its shareholders (Financial Strategy and Risk Management), which are captured under Moody's General Principles for Assessing Environmental, Social and Governance Risks methodology for assessing ESG risks. RATINGS RATIONALE The rating action reflects idverde's improved operating performance since Moody's downgraded the company to Caa1 in November 2022. Management has since focused on improving the business by implementing cost controls, addressing commercial terms of contracts (including but not limited to exiting loss-making contracts) and focusing more on the company's core Maintenance division as well as developing higher value specialty segments. The rating action also assumes that the company will address its upcoming debt maturities on a timely basis and in a way that does not result in a distressed exchange. Although idverde's Moody's-adjusted financial metrics weakened in 2025, with Moody's-adjusted leverage rising to 9.1x, up from 6.4x in 2024, Moody's-adjusted EBITA/interest falling to 0.3x and Moody's-adjusted free cash flow (FCF) generation remaining negative (EUR20 million) for the fifth consecutive year, Moody's decisions to upgrade reflects Moody's understanding that 2025 was impacted by several items which will not recur going forward. These include certain charges related to the UK homebuilder segment, which has been discontinued, and another significant charge related to a contract settlement. The aforementioned metrics also do not take into account the benefit of an acquisition made by idverde in Spain in early 2026. Going forward, Moody's expects that idverde's financial metrics will improve. Moody's assumes organic year-over-year revenue growth of around 2% in 2026, which should rise to between 4-5% in 2027, thanks to positive market dynamics and a shift in management's focus to winning new business following a period of operational restructuring. In combination with the aforementioned reduction in exceptionals and benefit from the acquisition in Spain, Moody's forecasts that Moody's-adjusted EBITDA will grow to EUR117 million in 2026 and EUR126 million in 2027, up from EUR80 million in 2025 (which includes the aforementioned charges related to the UK homebuilder segment and the additional contract settlement among other exceptional costs). As a result, Moody's expects Moody's-adjusted leverage to improve to 6.5x by December 2026 and 6.1x by December 2027 with Moody's-adjusted EBITA/interest rising to 0.9x and Moody's-adjusted FCF approaching break-even levels. Moody's forecasts does not include potential upsides from additional acquisitions that the company may make over the course of the next 12-18 months, using any excess cash on balance sheet that they may have as of December 31, 2025. In addition to its highly levered capital structure, idverde's rating is constrained by the company's small size relative to Moody's broader rated universe; limited scale economies, high levels of competition and low Moody's-adjusted EBITA margins (averaging only 2% over the last three years and forecast at around 4% over the next 12-18 months); and relatively high levels of geographic concentration, with France and the UK accounting for 69% of 2025 revenue. Concurrently, the rating is supported by the company's leading market positions in its key markets, albeit in a highly fragmented landscaping services industry which means its market shares are limited; supportive underlying market growth trends; a certain degree of revenue visibility, given that approximately half of its revenue is generated by recurring maintenance activities; and a relatively diversified customer base. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS idverde's governance risk reflects an aggressive financial strategy with an appetite for high leverage and debt-funded acquisitions. This has resulted in weak Moody's-adjusted financial metrics, including negative Moody's-adjusted FCF in each year between 2021 and 2025. Moody's also considers concentrated ownership by private equity sponsor Core Equity Holding and lack of independence of the board of directors as risks. These considerations are captured by idverde's G-4 Issuer Profile Score (IPS), which reflects overall exposure to governance risk, as well as the company's Credit Impact Score (CIS) of CIS-4. LIQUIDITY Moody's considers idverde's liquidity to be adequate, supported by a cash balance of EUR138 million and a EUR50 million undrawn senior secured first lien RCF as of December 31, 2025. Over the course of 2025, the company raised EUR80 million via tap issuances under its term loan facility. The proceeds were used to repay drawn amounts under the RCF as well as for general corporate purposes, including providing funds for potential future acquisitions as well as supporting growth initiatives. Moody's highlight that a significant portion of the company's liquidity is required for intra-year cash needs. The senior secured first lien RCF has a springing senior secured net leverage covenant of 7.4x, when the senior secured first lien RCF is drawn by more than 40%. STRUCTURAL CONSIDERATIONS idverde's capital structure includes a EUR50 million senior secured first lien RCF due in January 2028 and a EUR495 million senior secured first lien term loan B due in July 2028. The security package provided to senior secured lenders consists of pledges over shares and intercompany receivables, which Moody's considers to be weak. The B3 rating on the senior secured first lien RCF and senior secured first lien term loan B are in line with the CFR, reflecting the pari-passu nature of the facilities. The B3-PD probability of default rating is at the same level as the CFR, reflecting Moody's assumptions of a 50% family recovery rate. RATING OUTLOOK The stable outlook reflects Moody's expectations that the company will significantly improve its financial metrics, such that Moody's-adjusted EBITA margin rises to around 5%, Moody's-adjusted leverage improves to below 6.0x, Moody's-adjusted EBITA/interest increases to above 1.0x, and Moody's-adjusted FCF/debt improves to low-single percentage levels, all on a sustainable basis over the next 12-18 months. The stable outlook also assumes that liquidity remains adequate and that management successfully addresses the company's upcoming 2028 debt maturities on a timely basis in a manner that does not result in a distressed exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive ratings pressure could develop over time if the company grows its revenue and improves its EBITA margin to well above 5%, such that Moody's-adjusted leverage improves to well below 5.0x, Moody's-adjusted EBITA/interest rises above 1.5x and the company generates mid-single digit levels of FCF/debt, all on a sustained basis. Moody's-adjusted leverage threshold takes into account the fact that the company derives significant benefit from the application of IFRS 16. An upgrade would also require the company to maintain at least adequate liquidity. Negative ratings pressure could occur if the company does not successfully address its upcoming 2028 debt maturities on a timely basis or does so in a manner that results in a distressed exchange. Negative rating pressure could also occur if the company's Moody's-adjusted financial metrics do not improve as expected, such that Moody's-adjusted leverage remains above 6.0x, Moody's-adjusted EBITA/interest remains below 1.0x and the company continues to demonstrate negative Moody's-adjusted FCF, or if liquidity is no longer adequate. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE idverde is a leading provider of green and environmental services in Europe, with more than 200 branches across seven countries and over 14,000 clients in both public and private sectors. The company operates in France, the United Kingdom, Germany, Denmark, the Netherlands, Switzerland and Spain. idverde designs, maintains, and delivers nature-based solutions and has expertise in urban greening, community wellbeing, tree care, water management, sustainable sports fields, climate adaptation, nursery operations, and consulting and advisory services. In the fiscal year ended December 31, 2025, the company generated EUR1.1 billion of revenue and EUR115 million of company-adjusted EBITDA, which includes a EUR42 million adjustment for IFRS 16 as well as add-backs for non-recurring items. ===================== N E T H E R L A N D S ===================== MONDRIAN MORTGAGE 1: Fitch Rates Class D Notes 'B(EXP)sf' --------------------------------------------------------- Fitch Ratings has assigned Mondrian Mortgage Funding No. 1 B.V.'s notes expected ratings. The final ratings are contingent on the receipt of the final documents and legal opinions conforming to the information already received. Entity/Debt Rating ----------- ------ Mondrian Mortgage Funding No. 1 B.V. A XS3293798339 LT AAA(EXP)sf Expected Rating B XS3293798412 LT AA-(EXP)sf Expected Rating C XS3293798503 LT A-(EXP)sf Expected Rating D XS3293798685 LT B(EXP)sf Expected Rating E XS3293798768 LT NR(EXP)sf Expected Rating R XS3293799063 LT NR(EXP)sf Expected Rating X XS3293798925 LT B(EXP)sf Expected Rating Transaction Summary Mondrian Mortgage Funding No. 1 B.V. is a static securitisation of Dutch prime residential mortgages originated by Venn Hypotheken B.V., a Dutch mortgage lender using STATER Nederland B.V.'s (RPS1-) underwriting platform. KEY RATING DRIVERS Low Loss Expectation: The transaction is a refinancing of the Cartesian Residential Mortgages 4-to-6 S.A. securitisations, which were all redeemed at their respective first optional redemption date. As most of the loans were originated between 2018 and 2021, they are seasoned and house prices have significantly increased since origination, leading to high expected recovery rates. The resulting loss assumptions are floored at Fitch's non-NHG minimum loss level of 4% in a 'AAA' scenario. Bespoke Hedging Structure: Mismatches between the fixed-rate reset loans (100%) and the floating-rate notes are hedged through a combination of a constant prepayment rate (CPR)-banded interest rate swap plus a separate, small interest rate cap. The hedge notional amount may not fully match the portfolio if the CPR falls below 3% or rise above 15% in certain periods. The swap rate and the notional are rebalanced at the loans' interest reset date, which mitigates the risk of mismatches, as does the additional cap. The interest rate policy states that mortgages reset at a minimum spread of 100bp above the swap rate at the reset date. The spread over total hedging costs at the outset is 124bp. Low Excess Spread: Comparing the weighted average (WA) asset yield of 2.2%, the estimated margins of the rated notes, an indicative swap rate of 0.97%, Fitch's stressed 'AAA' variable fees of 0.3% and fixed annual costs of EUR180,000, the transaction will have low annual excess spread at closing. In Fitch's modelling, the excess spread will decrease further once defaults start accumulating, and loans reset to the minimum spread of 100bp. Counterparty Risks Addressed: Commingling risk is adequately addressed by a collection foundation account and remedial actions for the collection account bank, in line with Fitch's criteria. Payment interruption risk (PIR) for the class A and B notes is addressed by sufficient liquidity through a reserve fund at an eligible counterparty. For the class C, D and X notes, PIR is immaterial due to interest being deferable until legal maturity. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Expected impact on the notes' ratings of increased foreclosures (class A/B/C/D/X): Increase foreclosure frequency by 15%: 'AA+sf'/'A+sf'/'BBB+sf'/'CCCsf'/'CCCsf' Increase foreclosure frequency by 30%: 'AA+sf'/'A+sf'/'BBBsf'/'CCCsf'/'CCCsf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/X): Reduce recovery rates by 15%: 'AA+sf'/'A+sf'/'BBB-sf'/'NRsf'/'NRsf' Reduce recovery rates by 30%: 'AA+sf'/'A-sf'/'BB+sf'/'NRsf'/'NRsf' Expected impact on the notes' ratings of increased foreclosures and reduced recoveries (class A/B/C/D/X): Increase foreclosure frequency by 15% and reduce recovery rates by 15%: 'AA+sf'/'Asf'/'BBB-sf'/'NRsf'/'NRsf' Increase foreclosure frequency by 30% and reduce recovery rates by 30%: 'AA-sf'/'BBB+sf'/'BB-sf'/'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A notes are at the highest level on Fitch's scale and cannot be upgraded. Expected impact on the notes' ratings of reduced foreclosures and increased recoveries (class B/C/D/X): Reduce foreclosure frequency by 15% and increase recovery rates by 15%: 'AA+sf'/'A+sf'/'BB+sf'/'BBsf' Reduce foreclosure frequency by 30% and increase recovery rates by 30%: 'AAAsf'/'AAsf'/'A+sf'/'BBB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Mondrian Mortgage Funding No. 1 B.V. Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MONDRIAN MORTGAGE 1: Moody's Assigns (P)Caa1 Rating to Cl. X Notes ------------------------------------------------------------------ Moody's Ratings has assigned provisional ratings to Notes to be issued by Mondrian Mortgage Funding No. 1 B.V.: EUR [ ]M Class A Mortgage Backed Notes due August 2063, Assigned (P)Aaa (sf) EUR [ ]M Class B Mortgage Backed Notes due August 2063, Assigned (P)Aa1 (sf) EUR [ ]M Class C Mortgage Backed Notes due August 2063, Assigned (P)A2 (sf) EUR [ ]M Class D Mortgage Backed Notes due August 2063, Assigned (P)Baa3 (sf) EUR [ ]M Class X Notes due August 2063, Assigned (P)Caa1 (sf) Moody's have not assigned a rating to the subordinated EUR [ ]M Class E Notes due August 2063 and the EUR [ ]M Class R Notes due August 2063. The Class X, Class E and Class R Notes are not backed by collateral and are repaid from available excess spread after payments of interest and PDL on the other Notes. RATINGS RATIONALE The Notes are backed by a static pool of Dutch Prime residential mortgage loans originated by Venn Hypotheken B.V. (NR). The portfolio of assets amount to approximately EUR863.3 million as of the October 2025 pool cutoff date. The reserve fund will be non-amortising and fully funded at 1.00% of the total Class A and Class B Notes closing balance. Total credit enhancement for the Class A Notes at closing will be 5.5%, provided by 4.5% subordination and the 1.0% reserve fund. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. According to us, the transaction benefits from various credit strengths such as a granular static portfolio of assets, borrowers with no adverse credit characteristics, and sound historical performance in previous securitised transactions. However, Moody's notes that the transaction features some credit weaknesses such as the risk of interest rate mismatch since the rated Notes pay a floating interest rate while 100% of the assets are fixed rate. Various mitigants have been included in the transaction structure such as an interest rate swap at the loan-level where each loan has a different swap rate, determined at loan origination provided by BNP Paribas (A1/P-1 deposit ratings; A1(cr)/P-1(cr)), sufficient liquidity provided by the reserve fund, and the availability of principal to pay interest. For transactions with lenders' mortgage insurance (LMI), Moody's calculates MILAN Stressed Loss without LMI and expected loss without LMI and apply the LMI benefit to produce a Relative Stressed Loss with LMI and expected loss with LMI. Moody's determined the portfolio lifetime expected loss with LMI of 0.60% and Relative Stressed Loss with LMI of 3.00% related to borrower receivables. The expected loss with LMI captures Moody's expectations of performance considering the current economic outlook, while the Relative Stressed Loss with LMI captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario, both incorporating the presence of LMI. Without LMI benefit, Moody's determined the portfolio lifetime expected loss without LMI of 0.60% and MILAN Stressed Loss without LMI of 3.00%. Expected loss without LMI and MILAN Stressed Loss without LMI 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 RMBS. Portfolio expected loss with LMI of 0.60%: This is in line with the Dutch Prime RMBS sector average and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (i) the collateral performance of Venn Hypotheken B.V. originated loans to date, as provided by the originator and observed in previously securitised portfolios; (ii) benchmarking with comparable transactions in the Dutch Prime RMBS market; and (iii) the current economic conditions in the Netherlands. Relative Stressed Loss with LMI of 3.00%: This is lower than the Dutch Prime RMBS sector average and follows Moody's assessments of the loan-by-loan information taking into account the following key drivers: (i) collateral performance of Venn Hypotheken B.V. originated loans to date, as described above; (ii) the weighted average current loan-to-value of 77.08% which is better than the sector average; (iii) low arrears in the pool (less than 0.1% of the pool as of closing); and (iv) the potential drift in asset quality through further advances. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Factors that would lead to an upgrade of the ratings include: better than expected collateral performance together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a currency swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. =========== R U S S I A =========== UZBEKISTAN: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive ----------------------------------------------------------------- Fitch Ratings has revised the Outlook on Uzbekistan's Long-Term Issuer Default Rating (IDRs) to Positive from Stable and affirmed the IDRs at 'BB'. The Outlook revision reflects growing progress on reforms and policy focus on maintaining macro stability, which Fitch expects will drive sustained strong GDP growth and improvements in macroeconomic indicators over the medium term, even amid an uncertain global backdrop. Continued implementation of fiscal and monetary reforms is supporting a strengthening of the macro-policy framework and transparency, and has contributed to the fiscal deficit outperforming targets and a substantial rise in FX reserves. This momentum could also feed further improvements in governance metrics. The 'BB' rating continues to reflect Uzbekistan's low government debt-to-GDP, sizeable external buffers and high potential growth, which is balanced by its still relatively low GDP per capita, high commodity dependence, and still high inflation. Key Rating Drivers Reforms Progressing: The authorities' broad-based reform agenda continues to advance, centred on enhancing market-efficiency through privatisations, improving monetary policy transmission, and improving fiscal management and transparency. The number of state-owned enterprises (SOEs) with a 50% or more government share fell further in 2025, measures to strengthen SOEs' corporate governance progressed, and privatisation increased. From 2021-25, about USD5.1 billion (preliminary estimates) of state assets were privatised, including USD1.6 billion in 2025 alone. The National Investment Fund, with shares of certain key SOEs, was listed in international capital markets in May this year, in line with the government's target. A further reduction in energy and gas subsidies in 2026 to about 0.3% of GDP is expected, down from about 1.4% of GDP in 2023. High Growth: Fitch expects growth to average 6.4% in 2027-28 and about 6.3% in the medium term, after moderating to 6% in 2026, based on some uplift from reforms, favourable commodities demand, and steady remittances. Its 2026 forecasts factors in some uncertainty from the Iran war impact, mostly through indirect channels. Direct trade exposure to Iran is minimal, but about 8% of imports and 4% of exports are through Iranian ports, although alternate routes are being explored. Higher oil and gas prices could weigh on growth and inflation, but long-term energy contracts offset some risks. Reliance on Russia is sizeable - 12.8% of exports in 2025 and about 70% of remittances. Fiscal Deficits Contained: The consolidated budget deficit for 2025 at 2.1% of GDP was lower than the 3% of GDP ceiling, supported by broad-based revenue overperformance, partly due to higher commodity prices, particularly gold. Direct and indirect taxes about 63% of state revenues, were about 11% higher than budgeted. In addition, other taxes and non-tax revenues, including government dividend and interest income, about 24% of state revenues, were up 35% above the budget. Fitch expects deficits to remain within the 3% ceiling in the medium term, although slow implementation of fiscal reforms, weaker-than expected growth and lower commodity prices are downside risks. Low Government Debt: Fitch projects government debt-to-GDP will gradually decline to about 28% in 2027-28, from 32%, well below the state debt ceiling of 60%, supported by low deficits and high growth. Debt-to-GDP will remain well below the 'BB' median of about 53%. Nearly 80% of debt is in foreign-currency and is largely concessional. Unguaranteed external debt of SOEs (6.2%) and under public-private partnerships (4.9%) was about 11.1% of GDP in 2025. To strengthen budgetary and debt management, a 2025-30 public financial management reform strategy is being rolled out. Inflation Moderating: The Central Bank continues to phase-in its inflation targeting regime and has kept the policy rate high at 14% since March 2025. Headline CPI in April was 7%, below 10.1% in April 2025 but still above the 5% medium-term target, driven largely by services inflation. Financial dollarisation has been falling, with deposit dollarisation reaching about 21% in February 2026, a substantial reduction from about 40% in early 2020. Dollarisation still poses a challenge to monetary policy transmission, although easing. Large FX Reserves: Fitch forecasts FX reserves will rise further to USD 71 billion, from USD66 billion in 2025 (and USD 41.2 billion at end-2024). The improvement in 2025 was largely the result of higher gold prices as gold comprises nearly 83% of reserves. Large FX reserves support the high reserve coverage of current external payments, which Fitch forecasts to average about 12 months between 2026-2027, nearly 2.5x the current 'BB' median. The Uzbekistan Fund for Reconstruction and Development's assets were about 12.4% of GDP in 2025, down from 14% in 2024. The fund's foreign-currency assets were about 4.2% of GDP in 2025. Commodity Dependence; Net External Creditor: Commodity dependence is high, leaving external balances vulnerable to shocks. The share of gold in merchandise exports was 41% in 2025, supported by the strong increase in gold prices. Fitch expects a wider current account deficit, in line with its expectations of high growth driving increased imports. Surpluses in primary and secondary balances are expected to help mitigate wide trade deficits and a modest services deficit. A relatively large net external creditor position, estimated at about 21% of GDP in 2026, although lower than 44% in 2020, is a strength relative to the 'BB' median. Stable Banking Sector: Banking sector profitability is modest, while the total capital adequacy ratio was high at 18.3% at end-2025. The share of FX loans in total loans had fallen to 39.2% by end-2025, from 45% at end-2023. Retail loan growth has fallen to about 24% yoy in 2025 from nearly 47% in 2023. The share of state-subsidised lending in outstanding loans is still high, although falling. ESG - Governance: Uzbekistan has an ESG Relevance Score of '5' for Political Stability and Rights and the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model (SRM). Uzbekistan has a low WBGI ranking in the 33rd percentile, reflecting relatively weak rights for participation in the political process, weak institutional capacity, uneven application of the rule of law and a high level of corruption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Macro: A stalling in structural reform momentum which could lower its expectations on medium-term growth, leading to a reversion of the Outlook to Stable. External Finances: A marked worsening of external finances, for example, through a large and sustained drop in remittances, or a widening in the trade deficit owing to a sustained drop in commodity prices, which leads to a significant decline in FX reserves. Public Finances: A sizeable rise in the government debt-to-GDP ratio or an erosion of sovereign fiscal buffers, for example, due to an extended period of lower growth, substantial fiscal loosening, sharp currency depreciation or crystallisation of contingent liabilities. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Macro: Sustained and strong implementation of structural reforms that provide increased confidence that macroeconomic stability, stronger GDP growth prospects and better fiscal outturns would continue. Structural: A marked and sustained further improvement in governance standards. Public Finances: Durable fiscal consolidation and improvement in public finance management that enhances medium-term public debt sustainability. Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns Uzbekistan a score equivalent to a rating of 'BB' on the LTFC IDR scale, up from 'BB-' at the last review. Fitch has removed the +1 notch on macro to reflect the committee's view that the expected strong growth and lower GDP volatility, supported by continued reforms has fed through to the higher SRM score - through improved macroeconomic and structural metrics. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LTFC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and/or not fully reflected in the SRM. Debt Instruments: Key Rating Drivers Senior Unsecured Debt Equalised: The senior unsecured long-term debt ratings are equalised with the applicable Long-Term IDR, as Fitch assumes recoveries will be 'average' when the sovereign's Long-Term IDR is 'BB-' and above. No Recovery Ratings are assigned at this rating level. Country Ceiling The Country Ceiling for Uzbekistan is 'BB' in line with the LTFC IDR. This reflects no material constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of 0 notches above the IDR. Fitch's rating committee did not apply a qualitative adjustment to the model result. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Uzbekistan. ESG Considerations Uzbekistan has an ESG Relevance Score of '5' for Political Stability and Rights as WBGI have the highest weight in Fitch's SRM and are, therefore, highly relevant to the rating and a key rating driver with a high weight. As Uzbekistan has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Uzbekistan has an ESG Relevance Score of '5' for Rule of Law, Institutional and Regulatory Quality, Control of Corruption as WBGI have the highest weight in Fitch's SRM and are, therefore, highly relevant to the rating and a key rating driver with a high weight. As Uzbekistan has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Uzbekistan has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the WBGI is relevant to the rating and a rating driver. As Uzbekistan has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Uzbekistan has an ESG Relevance Score of '4[+]' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Uzbekistan, as for all sovereigns. As Uzbekistan has a record of 20+ years without a restructuring of public debt, as captured in Fitch's SRM variable, this has a positive impact on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Uzbekistan, Republic of LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Country Ceiling BB Affirmed BB senior unsecured LT BB Affirmed BB ========= S P A I N ========= CODERE GROUP: Moody's Ups CFR to Caa1 & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings has upgraded Codere Group Topco, S.A.'s (Codere or the company) corporate family rating to Caa1 from Caa3 and the probability of default rating to Caa1-PD from Caa3-PD. Concurrently, Moody's have upgraded the instrument ratings on the EUR128 million backed senior secured notes due 2028 (the first-priority notes) issued by Codere Finance 2 (Luxembourg) S.A. (Codere Finance 2) to Caa1 from Caa3. The outlook on both entities has been changed to positive from negative. RATINGS RATIONALE The upgrade of Codere to Caa1 reflects an improvement in the company's performance during 2025, with Moody's adjusted EBITDA increasing to EUR129 million from EUR104 million, and Moody's expectations that the burden of high restructuring and other one-off costs will be reduced in the next 12-18 months, leading to a further increase in EBITDA and positive free cash flow in Moody's base case. Codere's rating also reflects its leading market positions in key countries of operation as well as its geographical diversification, and moderate Moody's adjusted Debt/EBITDA of 3.1x in 2025. Moody's expects leverage to reduce towards 2.0x in the next 12-18 months in Moody's base case. The rating is constrained by the company's volatile earnings history, particularly in Latam where it has historically suffered from operational and forex issues, as well as high inflation and low margins. Moody's notes that the company has also suffered from a very high level of non-recurring items which Moody's considers as ongoing and therefore negatively impact Moody's calculations of Moody's adjusted EBITDA. Moody's base case assumes a substantial reduction in these "non-recurring" items, as well as a good level of growth in Argentina which has historically been a challenging market for Codere. These facts imply there is a higher level of downside risk to Moody's base case forecasts which could also compromise Moody's expectations for adequate liquidity. Codere's revenues were marginally down year-on year, reporting EUR1, 240.8 million in 2025 vs EUR1, 243.2 million in 2024. However the company delivered good EBITDA growth and margin improvement followed by continued momentum in Q1 2026. 2025 profits were skewed toward core retail markets, with online remaining flat at around EUR35 million EBITDA. Company-adjusted EBITDA grew to EUR225.1 million compared with EUR178.5 million in 2024 (including items qualified as non-recurring by Codere). The EBITDA growth reflected improved operating efficiency and cost control. Profit contribution was geographically concentrated, with Spain a key profit generator (25% EBITDA) driven by machine portfolio optimization and margin improvements, while Argentina (19% of EBITDA) also delivered strong growth supported by investment and network upgrades. LIQUIDITY Codere's liquidity is considered to be adequate. Liquidity is supported by a cash balance of EUR127.8 million as of March 31, 2026, however the company does not maintain a revolving credit facility. Moody's expects the company to generate around EUR20 million of FCF in 2026 under Moody's base case, however there are downside risks to Moody's scenario which could lead to a further period of negative or breakeven FCF. Codere is subject to a liquidity covenant, tested quarterly, requiring that it maintains EUR40 million of cash in its retail operations, for which it currently has around EUR28 million buffer. Codere's next significant debt maturity is the first-priority notes maturity in December 2028. STRUCTURAL CONSIDERATIONS Codere's PDR is in line with the CFR, reflecting Moody's assumptions of a 50% recovery rate, as is customary for capital structures that include bonds and bank debt. The first-priority notes rating is in line with the CFR in the absence of any meaningful liabilities ranking ahead or behind. RATIONALE FOR POSITIVE OUTLOOK The positive outlook reflects Moody's expectations that the company will continue to benefit from a reduction in non-recurring items leading to improved margins and positive FCF in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could arise if the company's performance continues to recover such that margins improve, free cash flow is sustainably positive and liquidity improves. The ratings could be downgraded if the company's performance deteriorates, free cash flow fails to turn positive or liquidity weakens. 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, Codere remains exposed to macro-financial conditions under a more adverse conflict scenario through the energy supply chains transmission channel. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Gaming published in September 2025. The current scorecard output of B2 is two notches above the assigned rating. The difference reflects the company's history of liquidity challenges and performance volatility. COMPANY PROFILE Founded in 1980 and headquartered in Madrid, Spain, Codere is an international gaming operator. The company operates retail gaming activities such as gaming halls, arcades, gaming machines but also betting shops in seven countries overall. Codere also holds a 66.5% ownership in its online gaming subsidiary, Codere online. In retail gaming activities, Codere indicates being among the top market leaders in Spain, Argentina, Mexico and Uruguay. Codere is also present in retail gaming in Italy, Panama and Colombia. Codere online provides online gambling services mainly in Spain, Italy, Mexico, Colombia, Panama and the city of Buenos Aires. Codere's ultimate ownership is composed of former note holders and first-priority notes holders. TDA CAM 8: S&P Raises Class C Notes Rating to 'BB(sf)' ------------------------------------------------------ S&P Global Ratings raised its credit ratings to 'BBB- (sf)' from 'BB- (sf)' and to 'BB (sf)' from 'B (sf)' on TDA CAM 8, Fondo de Titulizacion de Activos' class B and C notes, respectively. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes and its 'D (sf)' rating on the class D notes. S&P said, "The rating actions follow our full analysis of the most recent information that we have received and the transaction's current structural features. Our review also reflects the application of our relevant criteria. "After implementing our global RMBS criteria, expected losses decreased because of a lower weighted-average foreclosure frequency (WAFF) at the investment-grade level, driven by a reduced effective loan-to-value ratio. Loss severity assumptions are at the minimum level across all ratings." Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 13.16 2.00 0.26 AA 9.02 2.00 0.18 A 7.03 2.00 0.14 BBB 4.95 2.00 0.10 BB 2.88 2.00 0.06 B 2.38 2.00 0.05 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. Loan-level arrears currently stand at 1.3% and have started stabilizing following an increase in April 2020. S&P said, "Overall delinquencies remain well below our Spanish RMBS index. The transaction has a high number of loans that defaulted during the financial crisis, and a portion of these are still being worked out. In our model, we calculate the WAFF based on the performing pool, while in our cash flow assumptions, we assume a 50% recovery rate on the outstanding balance of assets that have already defaulted." The transaction has been amortizing sequentially since July 2025, when the total unpaid principal balance of the loans (excluding defaults) dropped below 10% of the initial issue amount. Credit enhancement for the class A, B, and C notes has increased to 24.6%, 11.2%, and 5.7%, respectively, from 20.7%, 9%, and 4.2% since S&P's previous review. The class D notes are not asset-backed, as they were used at closing to fund the reserve fund. S&P said, "Our operational, sovereign, and legal risk analysis remains unchanged since our previous review, and those rating pillars do not constrain the ratings on the notes. There are no rating caps due to counterparty risk. "The application of our criteria and related credit and cash flow analysis indicates that the available credit enhancement for the class A notes remains commensurate with a 'AAA (sf)' rating. We therefore affirmed our rating on the class A notes." The class B and C notes experienced interest shortfalls following their interest deferral trigger breaches. Consequently, interest payments on the class B and C notes became subordinated in the priority of payments and defaulted between the May 2013 and August 2017 and November 2017 payment dates, respectively. Due to recoveries and the negative interest rate environment, interest amounts due on these classes of notes have since been fully repaid. Since then, interest payments have continued and will continue to be subordinated in the priority of payments until the amortization of their respective senior notes, but will remain senior to the reserve fund, which has been fully topped up. Due to the negative three-month Euro Interbank Offered Rate (EURIBOR; the index to which the notes are referenced) in the past, no interest is due for the class B and C notes. Given the transaction's stable performance, with incoming recoveries that have repaid all due amounts on the class B and C notes in 2017, and the replenishment of the reserve fund, S&P does not expect these tranches to default again in the short term. Since its previous review, the reserve fund has remained at its floor value, providing liquidity for the class A to C notes. S&P said, "Our upgrades of the class B and C notes to 'BBB- (sf)' and 'BB (sf)', respectively, reflect the implementation of our residential loans criteria and the increased credit enhancement. We also considered the lower WAFF and the transaction's good asset performance. "Under our cash flow analysis, the class C notes can withstand stresses at higher rating levels. However, we limited our upgrade of the notes because they are subordinated to the class B notes, and to reflect the effect of slower recoveries and the reserve fund's potential depletion on these notes. We also considered the position of timely interest payments in the waterfall, which are subordinated to principal payments for the class A to C notes until they become the most senior. Increased defaults may result in reserve fund draws, exposing the class C notes to liquidity risks. Additionally, the available credit enhancement level for the class C notes is lower than that of the class B notes. "At closing, the issuer used the class D notes to fund the reserve fund. All previously unpaid interest has been repaid. However, we believe this tranche is likely to miss timely interest payments as the notes fully depend on excess spread and do not benefit from a reserve fund. We therefore affirmed our 'D (sf)' rating on this class of notes. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. In our view, borrowers' ability to repay their mortgage loans will be highly correlated to macroeconomic conditions, particularly the unemployment rate, consumer price inflation, and interest rates. Our forecasts for unemployment in Spain for 2026, 2027, and 2028 are 10.3%, 10.2%, and 10%, respectively. Furthermore, a decline in house prices typically affects the level of realized recoveries. For Spain in 2026, 2027, and 2028, we expect house prices to increase by 9.3%, 7.4%, and 6.2%, respectively. "We ran additional scenarios with increased defaults of 1.1x and 1.3x. The results indicate a deterioration of no more than two notches for the notes compared with the assigned ratings." TDA CAM 8 is a Spanish RMBS transaction, which closed in June 2007. Caja de Ahorros del Mediterráneo (CAM), now merged with Banco de Sabadell, originated the pool, which comprises loans granted to borrowers secured over vacation homes and owner-occupied residential properties in CAM's home market of Valencia. =========== S W E D E N =========== NORDIC PAPER: Moody's Cuts CFR to B2 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Ratings downgraded to B2 from B1 the long term corporate family rating and to B2-PD from B1-PD the probability of default rating of Nordic Paper Holding AB (Nordic Paper or the company). Concurrently, Moody's also downgraded to B2 from B1 the instrument rating of Nordic Paper's EUR275 million guaranteed senior secured term loan B (TLB) maturing in 2032 and of the EUR65 million guaranteed senior secured multicurrency revolving credit facility (RCF) maturing in 2031. The outlook has been changed to negative from stable. RATINGS RATIONALE The rating action was triggered by a 6% sales decline in 2025 to SEK4,396 million (compared to an all-time high of SEK4,668 million in 2024) and a 35% reduction in Moody's-adjusted EBITDA to SEK535 million (2024: SEK820 million). This resulted in a leverage of 5.6x debt/EBTDA and an EBIT margin of 8.5%, credit metrics materially below Moody's expectations and below the triggers Moody's had set for a B1 rating of Nordic Paper. The change of the outlook to negative from stable reflects the lack of visibility on a recovery in operating performance and credit metrics to a level commensurate with the current metrics alongside aggressive financial policy the company follows, evidenced by the sale-and-lease back transaction and the build-to-lease arrangement signed recently. Looking ahead, Moody's expects some improvement of key credit metrics from the lows Moody's have seen in 2025 although the strength and timing of the recovery remains uncertain. In Moody's base case scenario Moody's takes comfort from the company making good progress on its Value Creation Plan (VCP) which is targeting SEK200 million positive contribution to EBITDA in 2026, the start-up of the wood room at Bäckhammar as well as from the cost saving program initiated in H2 2025 when weak market conditions started to affect the business. Together, the latter two target further savings of up to SEK135 million in 2026. The rating benefits from Nordic Paper's (i) leading market position in natural greaseproof paper, (ii) the company's large exposure to the food industry, which provides revenue stability, (iii) a fundamentally supportive outlook for sustainable paper-based packaging which benefits from the long-term trend of replacing plastic packaging by paper packaging products, (iv) as well as the integration of pulp for around 75% of production capacity. These strengths are counterbalanced by the company's (i) small scale – revenue of SEK4.4 billion (equal to around EUR405 million) while competitors are materially larger, (ii) its exposure to volatile prices and input costs, which can hurt operating profitability, (iii) event risk resulting from the private-equity majority ownership, (iv) as well as the export of natural greaseproof paper from Canada to the US market exposing the company to tariffs, so far mitigated by lack of production capacity in the US market. Large competitors could be attracted to this niche market as regulation becomes increasingly stringent on per- and polyfluoroalkyl substances (PFAS, also known as forever chemicals) usage for greaseproof paper. LIQUIDITY Nordic Paper's liquidity profile is adequate. As of December 2025 the company had a SEK718 million cash position and access to a EUR65 million revolving credit facility. In Moody's forecasts Moody's expects over the next 12 months a working capital inflow of SEK350 million, materially supported by factoring, and FFO of around SEK340 million. Beyond that Moody's have not factored in any alternative liquidity sources. FFO and net working capital quarterly movements are characterized by relatively low volatility. These liquidity sources will be more than sufficient to cover expected liquidity needs. STRUCTURAL CONSIDERATIONS The B2 rating of the company´s EUR275 million guaranteed senior secured term loan B and the EUR65 million guaranteed senior secured multicurrency revolving credit facility (RCF), reflects the pari-passu ranking of these instruments with the group's trade payables, pension obligations and lease rejection claims located at the operating subsidiaries. Moody's views the security package as limited and hence assume that there will be no meaningful difference in recovery rates of operating liabilities and financial debt. RATING OUTLOOK The rating is currently weakly positioned in the B2 rating category. The negative outlook reflects the lack of visibility on a recovery in operating performance and credit metrics to a level commensurate with the current metrics alongside aggressive financial policy Nordic Paper currently follows, evidenced by the sale-and-lease back transaction and the build-to-lease arrangement signed recently. In Moody's base case scenario Nordic Paper will be challenged to strengthen key credit metrics during the next 12-18 months back to a level appropriate with a B2 rating. Negative rating pressure could intensify in case of a shift to a more shareholder-friendly financial policy, for instance in case of material distributions to shareholders, or in case of liquidity coming under pressure. The rating is also predicated on the assumption that any additional cost in connection with the buyout of minority shareholders would be wholly equity financed by Strategic Value Partners LLC. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure could develop in case of EBIT Margin sustainably around mid-teens in percentage terms (8.5% in 2025), Interest cover well above 3x EBITDA / Interest expense (2025: 3.1x), leverage below 4.0x Debt / EBITDA (2025: 5.6x), and maintenance of a strong liquidity position. In addition, a commitment by the majority owners of the company to a financial policy in line with the quantitative triggers above would be required. Downward pressure could intensify in case of EBIT Margin remaining at single digits in percentage terms (2025: 8.5%), Interest cover declining further towards 2.5x EBITDA / Interest expense (2025: 3.1x), or Leverage remaining above 5.0x (2025: 5.6x). Likewise, a shift to a shareholder-friendly financial policy, for instance in case of debt funded acquisitions, or liquidity coming under pressure, could have a negative effect on the rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Paper and Forest Products published in November 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Karlstad, Sweden, Nordic Paper Holding AB (Nordic Paper) is a leading producer of speciality paper, operating through two segments, Natural Greaseproof, where it holds a #1 market position, and Kraft Paper. Nordic Paper operates a vertically integrated model with pulp production capabilities and strategically located mills close to local long-fibre suppliers. The company benefits from the trend of plastic to paper substitution and is largely exposed to the food industry. With its 4 mills in Sweden and Norway and 1 mill in Canada it produces strong, unbleached and high-quality Kraft Paper for a variety of industrial and consumer products such as packaging solutions for food and construction material and premium quality Greaseproof Paper with grease-resistant properties for handling and preparing food. =========================== U N I T E D K I N G D O M =========================== ALEC DREW: Moore Kingston Appointed as Joint Administrators ----------------------------------------------------------- Alec Drew Picture Frames Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List, Court Number 004277 of 2026. Ian Robert and Christopher Purkiss, both of Moore Kingston Smith & Partners LLP, were appointed as Joint Administrators on June 1, 2026. The company engaged in the retail sale of new goods in specialised stores (not commercial art galleries and opticians). Its registered office is 7 Cale Street, London, SW3 3QT, United Kingdom. The Joint Administrators can be contacted at: Ian Robert Christopher Purkiss Moore Kingston Smith & Partners LLP 6th Floor, 9 Appold Street London EC2A 2AP Further information: Contact: Charlie Moss Email: Cmoss@mks.co.uk Tel: 020 7566 4020 Moore Kingston Smith & Partners LLP BLITZEN SECURITIES 1: Moody's Cuts Rating on GBP5.7MM F Notes to B3 ------------------------------------------------------------------- Moody's Ratings has downgraded the rating of the Class F Notes in Blitzen Securities No.1 plc. The Notes are backed by residential mortgage loan contracts originated and serviced by Santander UK plc. GBP5.7 million Class F Notes, Downgraded to B3 (sf); previously on Mar 27, 2025 Affirmed Ba1 (sf) RATINGS RATIONALE The rating action is prompted by persistent negative excess spread and the imminently anticipated utilization of the general reserve which are expected to lead to the deterioration in the level of available credit enhancement following the Note step-up date. Further, high concentration resulting from a very low number of mortgages remaining in the collateral portfolio gives rise to elevated volatility in collections and increased key collateral assumptions. Decrease in Available Credit Enhancement High prepayments have led to a significant amortisation of the Notes and a persistent erosion of excess spread. Since the beginning of the year, the transaction has operated with negative excess spread, although the Class F Notes remained current on interest through releases from the general reserve, supported by elevated prepayments. While the general reserve was at its target level at the most recent IPD, it has declined to a level where further amortisation is unlikely to sustainably offset the shortfall in excess spread. As a result, a drawing on the reserve is expected following the Note step-up date that is scheduled to occur in July 2026 IPD. Once the reserve fund has been depleted, the use of principal to pay interest would lead to potential undercollateralisation of the remaining outstanding Notes. Elevated prepayments over the past two years have significantly reduced the pool, with the transaction currently at a pool factor of 1.01%. As a result, borrower concentration has increased, with only 59 mortgage loans remaining. Moody's expects this concentration to intensify the volatility of collections from the pool with a further 42% of mortgages scheduled to reset in 2026. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's lifetime loss expectation for the portfolio reflecting the collateral performance to date. Transaction performance has remained stable since closing, with cumulative losses at a very low 0.01% of the original balance. Reflecting the small pool size and increased borrower concentration, Moody's increased the expected loss assumption as a percentage of current pool balance to 1.94% from 1.07%. The revised expected loss assumption corresponds to 0.03% as a percentage of original pool balance. This concentration also affects the loss Moody's expects the portfolio to incur in a severe economic stress scenario. Following a loan-by-loan reassessment, Moody's increased the MILAN Stressed Loss assumption to 7.80% from 5.70%, reflecting the characteristics of the remaining portfolio. The principal methodology used in this rating was "Residential Mortgage-Backed Securitizations" published in October 2024. Factors that would lead to an upgrade or downgrade of the rating: Factors or circumstances that could lead to an upgrade of the rating 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 rating 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. BOURDON STREET: FRP Advisory Appointed as Joint Administrators -------------------------------------------------------------- Bourdon Street (BC) Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-003883. David Hudson, Geoffrey Paul Rowley, and Simon Baggs, all of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company engaged in the letting and operating of own or leased real estate. Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. Its registered office is 134 Buckingham Palace Road, London, SW1W 9SA (to be changed to 2nd Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB). The Joint Administrators can be contacted at: David Hudson Geoffrey Paul Rowley Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Jason Sparrow Tel: 0161 833 3344 Email: cp.manchester@frpadvisory.com FRP Advisory Trading Limited FIRST CITY MONUMENT: Moody's Affirms 'B3' Deposit & Issuer Ratings ------------------------------------------------------------------ Moody's Ratings has affirmed the following ratings of First City Monument Bank Limited (FCMB): the B3/Not Prime deposit and issuer ratings, the B2/Not Prime Counterparty Risk Ratings (CRRs), the B2(cr)/Not Prime(cr) Counterparty Risk Assessments (CR Assessment), the Baa2.ng/NG-3 national scale deposit ratings, the A2.ng/NG-1 national scale CRRs, the b3 Baseline Credit Assessment (BCA) and the b3 Adjusted BCA. At the same time, Moody's have maintained the stable outlook on the long-term deposit ratings and long-term issuer ratings of FCMB. RATINGS RATIONALE AFFIRMATION OF STANDALONE BCA The affirmation of the bank's b3 BCA reflects its sound profitability with the net income to tangible assets ratio estimated at 2.4% (based on the bank's unaudited 2025 financial statements), and solid liquidity buffers, evidenced by a core banking liquidity to tangible banking assets ratio of an estimated 32.6%. These strengths are moderated by the bank's modest capitalisation, as Moody's expects related capital ratios to have been impacted by the requirement to increase regulatory risk reserves. The bank's b3 BCA also reflects the strong interlinkages between the bank's balance sheet and the sovereign's creditworthiness, with the sovereign debt holdings accounting for an estimated 26.2% of its assets as of end-2025. AFFIRMATION OF DEPOSIT RATINGS The affirmation of the bank's B3 long-term deposit ratings reflects the affirmation of its b3 standalone BCA. While Moody's considers there to be a high probability of government support for the bank's senior liabilities in times of stress, this does not provide uplift to the ratings, given that the sovereign's rating is at the same level as the bank's BCA. STABLE OUTLOOK The stable outlook on the long-term deposit and issuer ratings is aligned with the stable outlook on the sovereign, and further reflects Moody's expectations that the bank's sound profitability and solid liquidity buffers will continue to support its credit profile, helping to mitigate risks arising from its modest capitalisation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded following a material improvement in the sovereign's credit profile and the operating environment, and provided that the bank maintains a resilient financial performance. The ratings could be downgraded in the event of a deterioration in the sovereign's credit profile accompanied by a significant weakening in the operating environment in Nigeria, and/or a material deterioration in the bank's capitalisation or asset quality. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks 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. KLEANDRIVE LTD: KRE Corporate Appointed as Joint Administrators --------------------------------------------------------------- Kleandrive Ltd was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-004008. David Taylor and Paul Ellison, both of KRE Corporate Recovery Limited, were appointed as Joint Administrators on May 21, 2026. The company engaged in the manufacture of electricity distribution and control apparatus, and the manufacture of engines and turbines (except aircraft, vehicle and cycle engines). Its registered office and principal trading address is Stud Farm, Mundon Road, Maldon, CM9 6PN. The Joint Administrators can be contacted at: David Taylor Paul Ellison KRE Corporate Recovery Limited Unit 8, The Aquarium King Street Reading RG1 2AN Further information: Contact: Alison Young Email: alison.young@krecr.co.uk Tel: 01189 479090 KRE Corporate Recovery Limited LENSBURY AVENUE: FRP Advisory Appointed as Joint Administrators --------------------------------------------------------------- Lensbury Avenue (BH) Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003888. David Paul Hudson, Geoffrey Paul Rowley, and Simon Baggs, all of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company specialized in buying and selling of own real estate and other letting and operating of own or leased real estate. Its registered office is 134 Buckingham Palace Road, London, England, SW1W 9SA (to be changed to c/o FRP Advisory Trading Limited, 110 Cannon Street, London, EC4N 6EU). Its principal trading address is 134 Buckingham Palace Road, London, England, SW1W 9SA. The Joint Administrators can be contacted at: David Paul Hudson Geoffrey Paul Rowley Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Courtney Cormack Email: cp.aberdeen@frpadvisory.com Tel: +44 (0)330 055 5455 FRP Advisory Trading Limited LUDGATE FUNDING 2007 FF1: Fitch Affirms 'BB-sf' Rating on E Notes ----------------------------------------------------------------- Fitch Ratings has affirmed Ludgate Funding Plc Series 2006 FF1 (LF 2006), Ludgate Funding Plc Series 2007 FF1 (LF 2007) and Ludgate Funding Plc's Series 2008-W1 (LF 2008). Entity/Debt Rating Prior ----------- ------ ----- Ludgate Funding Plc's Series 2008-W1 Class A1 XS0354148511 LT AAAsf Affirmed AAAsf Class A2b XS0353589947 LT AAAsf Affirmed AAAsf Class Bb XS0353591927 LT AAAsf Affirmed AAAsf Class Cb XS0353594863 LT AA+sf Affirmed AA+sf Class D XS0353596215 LT AA-sf Affirmed AA-sf Class E XS0353684698 LT A+sf Affirmed A+sf Ludgate Funding Plc Series 2006 FF1 Class A2a XS0274267862 LT AAAsf Affirmed AAAsf Class A2b XS0274271203 LT AAAsf Affirmed AAAsf Class Ba XS0274268241 LT AAAsf Affirmed AAAsf Class Bb XS0274271898 LT AAAsf Affirmed AAAsf Class C XS0274272359 LT AAAsf Affirmed AAAsf Class D XS0274272862 LT Asf Affirmed Asf Class E XS0274269645 LT BB+sf Affirmed BB+sf Ludgate Funding Plc Series 2007 FF1 Class A2a XS0304503534 LT AAAsf Affirmed AAAsf Class A2b XS0304504003 LT AAAsf Affirmed AAAsf Class Bb XS0304508681 LT AA+sf Affirmed AA+sf Class Cb XS0304509739 LT A+sf Affirmed A+sf Class Da XS0304510158 LT BBBsf Affirmed BBBsf Class Db XS0304512105 LT BBBsf Affirmed BBBsf Class E XS0304515546 LT BB-sf Affirmed BB-sf Class Ma XS0304504698 LT AAAsf Affirmed AAAsf Class Mb XS0304505232 LT AAAsf Affirmed AAAsf Transaction Summary These transactions are secured by loans originated by Wave Lending Limited (formerly Freedom Funding Limited) and purchased by Merrill Lynch International Bank Limited. The loans are buy-to-let (BTL) and non-conforming owner-occupied (OO) secured against properties located in England and Wales. KEY RATING DRIVERS Transaction Adjustment: Fitch has applied its non-conforming assumptions and transaction adjustments to foreclosure frequency (FF) for OO of 0.5x for LF 2006 and 0.75x for LF 2007 and LF 2008, and for BTL of 1.0x for all three transactions. This is because the transactions' historical performance of loans greater than three months in arrears or more has been better than Fitch's non-conforming index. BTL Recovery Rate Cap: The transactions have reported larger losses than its expectations based on the indexed value of the properties in the pool. Fitch has therefore applied borrower-level recovery rate (RR) caps to the BTL loans in the transactions, in line with those applied to non-conforming loans, where the recovery rate cap is 85% at 'Bsf' and 65% at 'AAAsf'. Arrears Performance: Arrears across Ludgate transactions remain well below the non-conforming sector averages. Performance was broadly stable over the past year, with LF 2007 and LF 2008 showing stable to improved one-month-plus and three-month-plus arrears, while LF 2006 recorded a modest deterioration. One-month-plus arrears were 14.4%, 12.7%, and 18.8% for LF 2006, LF 2007, and LF 2008, respectively, compared with the sector average of 24%. Three-month-plus arrears are 9.2%, 9.4%, and 13.3%, respectively, also well below the sector average of 18.6%. Overall, the arrears performance continues to compare favourably with the wider non-conforming UK RMBS sector. Deviation from MIR: Credit enhancement for the mezzanine and junior notes has shown limited or no increase since the last review in June 2025. In addition, the proportion of loans past maturity has increased, and the transactions have a low asset balance as a share of the closing balance. Performance is therefore likely to become more volatile as the remaining collateral becomes increasingly concentrated in a smaller number of loans. Accordingly, the ratings on LF 2007 class Bb to E notes and LF 2008 class Cb to E notes are one to two notches below their modelled-implied ratings (MIR). Excessive Counterparty Exposure: LF 2008's reserve fund provides more than 50% of class E credit enhancement. Those notes are exposed to excessive counterparty risk under Fitch's criteria. The rating of the transaction's most junior tranche is therefore constrained by the transaction account bank's Long-Term Issuer Default Rating (Barclays Bank plc; AA-/Stable) at 'AA-sf'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transactions' performance may be affected by adverse changes in market conditions and economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. Fitch found that a 15% increase in the weighted average FF (WAFF) and a 15% decrease in the weighted average recovery rate (WARR) would lead to downgrades for LF 2006 of no more than one notch for the class C notes and three notches each for the class D and E notes; for LF 2007 of no more than one notch for the class Bb, two notches each for the class Cb, Da and Db notes and three notches for the class E notes; and for LF 2008 of no more than two notches for the class E notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Improving market conditions, economic environment and build-up of credit enhancement could lead to positive rating actions. Fitch found that a decrease in the WAFF of 15% and an increase in the WARR of 15% would lead to upgrades for LF 2006 of up to four notches for the class D notes and one notch for the class E notes; for LF 2007 of no more than one notch for the class Bb notes, four notches for the class Cb notes, five notches each for the class Da, Db and the class E notes; and for LF 2008 one notch each for the class Cb and class E notes and three 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 has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' closing. The subsequent performance of the transactions over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations LF 2006, 2007 and 2008 each has an ESG Relevance Score of '4' for customer welfare - fair messaging, privacy & data security due to a material concentration of interest-only loans, which has a negative impact on the credit profiles, and is relevant to the ratings in conjunction with other factors. LF 2006, 2007 and 2008 each has an ESG Relevance Score of '4' for human rights, community relations, access & affordability due to mortgage pools with limited affordability checks and self-certified income, which has a negative impact on the credit profiles, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MAYFAIR PARK: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------ Mayfair Park Street Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003898. David Hudson, Geoffrey Paul Rowley, and Simon Baggs, all of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company specialized in the buying and selling of own real estate and other letting and operating of own or leased real estate. Its registered office is 134 Buckingham Palace Road, London, SW1W 9SA (in the process of being changed to c/o FRP Advisory Trading Limited (Aberdeen Office), 2nd Floor, 110 Cannon Street, London, EC4N 6EU). Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. The Joint Administrators can be contacted at: David Hudson Geoffrey Paul Rowley Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Courtney Cormack Email: cp.aberdeen@frpadvisory.com Tel: 0330 055 5455 FRP Advisory Trading Limited SOLAR CAPTURE: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------- Solar Capture Technologies Limited, trading as Solar Capture Technologies, was placed into administration in the High Court of Justice, Business and Property Courts at Newcastle upon Tyne, Insolvency & Companies List (ChD), Court Number CR-2026-NCL-000054. Shaun Hudson and Allan Kelly, both of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 26, 2026. The company engaged in solar PV manufacturing. Its principal trading address is PV Technical Centre, Albert Street, Blyth, NE24 1LZ. Its registered office is PV Technical Centre, Albert Street, Blyth, NE24 1LZ (to be changed to Suite 5, 2nd Floor, Bulman House, Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3LS). The Joint Administrators can be contacted at: Shaun Hudson Allan Kelly FRP Advisory Trading Limited Suite 5, 2nd Floor, Bulman House Regent Centre Newcastle Upon Tyne NE3 3LS Further information: Contact: Kyle McLachlan Email: cp.newcastle@frpadvisory.com FRP Advisory Trading Limited SUKATE & BEZEBOH: Opus Restructuring Appointed as Administrators ---------------------------------------------------------------- Sukate & Bezeboh Ltd, trading as SB Remit, was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number CR-2026-000804. Frank Ofonagoro and Charles Hamilton Turner, both of Opus Restructuring LLP, were appointed as Joint Administrators on May 22, 2026. The company engaged in small payments institution activities. Its registered office and principal trading address is 78 Woodlands Way, Whinmoor, Leeds, West Yorkshire, LS14 2AW. The Joint Administrators can be contacted at: Frank Ofonagoro Charles Hamilton Turner Opus Restructuring LLP 2nd Floor, 3 Hardman Square Spinningfields Manchester M3 3EB Further information: Contact: Cameron McArthur Email: sbremit@opusllp.com Tel: 0161 383 8419 Opus Restructuring LLP VMED 02: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable ---------------------------------------------------------- Fitch Ratings has downgraded VMED O2 UK Limited's (VMO2) Long-Term Issuer Default Rating (IDR) to 'B+' from 'BB-'. The Outlook is Stable. Fitch has also downgraded its senior secured debt to 'BB' from 'BB+'. Its Recovery Rating remains at 'RR2'. Fitch expects VMO2's Fitch-defined EBITDA net leverage to rise above 6.0x over the next two years and cash flow from operations (CFO) less capex/debt to remain below its downgrade threshold of 3% during 2026-2029. Fitch does not anticipate material deleveraging, despite gradual Fitch-defined EBITDA growth, due to VMO2's large funding requirements for its network-to-fibre capex. Fitch excludes the impact of VMO2's Netomnia transaction from the ratings, as it is pending regulatory approval. Fitch expects the deal to lead to modest deleveraging but VMO2's credit metrics should remain in line with its 'B+' rating. Key Rating Drivers High Leverage: Fitch-defined EBITDA net leverage for 2025 was 6.1x, up from 5.7x in 2024. This resulted in leverage trending above its downgrade sensitivity of 5.0x for the 'BB-' rating over the last two years, contributing to today's downgrade. The increase was due to declines in both revenue and EBITDA in 2025. Excluding the Netomnia transaction, Fitch forecasts leverage rising to 6.2x in 2026, driven by further low single-digit declines in revenue and EBITDA, including Daisy integration costs. Fitch forecasts EBITDA margin at 35%-37% in 2026-2029, driven by gradual EBITDA growth from 2027. This will drive leverage lower to 6.0x in 2028. VMO2's capex commitments may constrain material net debt reduction in 2026-2028. Netomnia Transaction: Related party nexfibre will acquire Netomnia (Substantial Group) for GBP2 billion, subject to regulatory approval and is expected to close in 2H26. The acquisition will involve 3.4 million homes by close, while VMO2 will separately acquire 500,000 broadband customers from Youfibre and brsk for GBP150 million. In exchange for migrating traffic from 4.6 million homes to nexfibre (2.5 million at close, 2.1 million once upgraded to fibre by end-2027), VMO2 will receive GBP1.1 billion in cash and a 15% equity stake in nexfibre. Mixed Credit Impact: The transaction could be broadly positive for competitive dynamics, removing a regional competitor while adding 0.9 million homes to VMO2's accessible footprint, and net proceeds of GBP950 million for debt reduction. Utilising nexfibre's network will avoid build and connection capex while VMO2 would have access to up to 8 million fibre homes by end-2027. However, 30% of VMO2's network will incur wholesale fees eroding gross margin, indicating value leakage that is partially offset by the payment above. Fitch may view any further material shift towards reselling as a weakening of VMO2's operating profile, which could lead to tighter sensitivities. Modest Deleveraging Potential: The completion of the Netomnia transaction could lead to modest deleveraging, to 5.9x in 2026 on a reported basis and gradually reaching mid-5x in 2029. Fitch sees scope for an improvement in CFO less capex/debt, to above 3% due to lower capex. However, the pace of further deleveraging and improvement in credit metrics is uncertain due to the lack of visibility over underlying network economics. Nonetheless, Fitch believes leverage is most likely to remain within the 'B+' range over the medium term, in the absence of stronger than expected deleveraging. Fixed Network Investment: VMO2 is upgrading its hybrid-fibre-coaxial (HFC) network to fibre-to-the-premises (FttP). The network covers around 16.2 million premises with 6 million already fully fibre. Cost of conversion averages GBP100 per premise, which is materially lower than new build, as VMO2 uses existing infrastructure. Absent Netomnia, Fitch anticipates increasing cash capex over the next three years, with CFO less capex below 3% of total debt in 2026-2029 but on an improving trajectory. Converting the network fibre can provide wholesale opportunities to challenge Openreach and other altnets. Fixed-Line Challenges: VMO2 lost 142,000 broadband consumer subscriptions in 2025, though average revenue per user was stable due to price rises, and losses eased sharply to 6,000 in 1Q26 as VMO2 maintained its promotion momentum. The UK fixed market faces heightened competition from independent altnets pricing aggressively to drive penetration, BT Group plc (BBB/Stable) expanding full fibre through Openreach, and Vodafone Group Plc (BBB/Stable) growing rapidly via wholesale fibre access. Fitch expects the retail market to remain challenging, with convergent offers and multi-brand strategies deployed by incumbents to defend their market shares. Consolidation in Mobile: VMO2 shed more contract subscribers than peers in 2025, with UK consumer mobile remaining highly competitive due to a large MVNO presence and limited sector growth. Fitch believes recent consolidation to a three-operator market will support greater network investment, rational pricing, and stable churn over time, although wholesale access remedies from the VodafoneThree merger may sustain heightened competition until 2028. VMO2's acquisition of 78.8MHz of spectrum from VodafoneThree enables it to efficiently monetise spare capacity through its growing MVNO base, partly offsetting retail losses but it heightens portability risk. Daisy To Support B2B: Fitch expects VMO2's business-to-business (B2B) operations, once fully integrated with Daisy, to have greater scale and capabilities to challenge traditional peers, with achievable cost synergies including transitioning existing customers to VMO2's network. VMO2's B2B business operates in a highly competitive market with falling fixed B2B revenue for the last three years, driven by declining voice revenue, volatile macroeconomic conditions and subscale market position. However, VMO2 has been effective at extracting synergies, and Fitch expects half of the GBP70 million cost synergies to be achieved by mid-2028, subject to integration risks. Peer Analysis VMO2 has larger absolute scale than other European cable operators with strong mobile franchises, such as VodafoneZiggo Group B.V. (B+/Stable) in the Netherlands or Virgin Media Ireland Limited's (VMI; B+/Stable) in Ireland. It has a stronger share of the UK mobile market than The Sunrise Holding Group (BB-/Positive) has of the Swiss mobile market. The UK fixed line market is more structurally challenging than some European markets due to fibre overbuild by alternative operators and the importance of converged, content packages as a strong driver of consumer preferences. The merger of Vodafone's UK business and Hutchinson 3G UK Limited (Three UK) (VodafoneThree Holdings Limited) consolidates the UK mobile market to three operators from four and supports rational market competition. The 2021 merger with O2 UK has made VMO2 a stronger competitor to incumbent BT. However, the latter benefits from wider broadband coverage, a stronger B2B presence and large wholesale operations, which allows BT more leverage capacity at any given rating level. Fitch’s Key Rating-Case Assumptions Excludes impact from the Netomnia transaction - Revenue to grow in the low single digits in 2027-2029, after declining 3% in 2025, resulting in a CAGR of 1.4%. Service revenue to decline 4% in 2026 - Fitch-defined EBITDA margin of 35%-37% in 2026-2029 - Cash capex, including spectrum payments, at 22% of revenue in 2026 and 21% in 2027, before falling to 19% in 2029 - Cash distributions of GBP200 million in 2025, using free cash flow (FCF) Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bbb-', Lower), sector characteristics ('bbb', Lower), market and competitive positioning ('bbb-', Higher), diversification and asset quality ('bbb-', Moderate), company operational characteristics ('bbb', Moderate), profitability ('a-', Moderate), financial structure ('b-', Higher), and financial flexibility ('bb', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027, 15% for the forecast year 2028 and 15% for the forecast year 2029. B+ to CC considerations apply in its analysis and have no impact. 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 assumes that VMO2 would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. Fitch assumes a 10% administrative claim. Its GC EBITDA estimate of GBP2.55 billion reflects a sustainable, post-reorganisation EBITDA level on which Fitch bases the valuation of the company. Fitch uses a distressed enterprise value (EV) multiple of 6.0x to calculate a post-reorganisation valuation to derive an EV after administrative costs of GBP13.6 billion. Fitch adjusts GC EBITDA to remove its estimate of Fitch-defined EBITDA attributable to Cornerstone Telecommunications Infrastructure Limited (CTIL). Fitch does not include any additional value in EV for VMO2's 25.01% beneficial ownership in CTIL as it sits outside the creditor restricted group. Fitch believes a default and reorganisation would be a result of a material decline in revenue and EBITDA following increased competition or an adverse regulatory environment that could result in a loss of subscribers and market share. In future, the multiple may be adjusted to reflect any transfer of traffic out of VMO2's owned network. Fitch estimates the latest amount of debt claims at GBP22.7 billion including derivatives and full drawings on any undrawn portion of VMO2's GBP1.3 billion revolving credit facility. Fitch adjusted the EV for GBP196 million of receivables securitisation, ranking before VMO2's senior secured debt. Its recovery analysis for the senior secured debt indicates a 'RR2' Recovery Rating and an instrument rating of 'BB'. VMO2's vendor financing and senior unsecured debt have an instrument rating and Recovery Rating of 'B-' and 'RR6', respectively. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material decline in key operating and financial metrics, reflecting intensified competitive pressures with Fitch-defined EBITDA net leverage consistently above 6.0x. Fitch will also monitor by gross leverage and the divergence between gross and net leverage. - CFO less capex consistently below 3% of total debt - EBITDA interest cover below 3.0x on a sustained basis Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A more conservative financial policy with strong and stable FCF generation, reflecting an improved competitive and regulatory environment and supporting Fitch-defined EBITDA net leverage trajectory to below 5x. - CFO less capex above 5% of total debt on a sustained basis - EBITDA interest cover above 4.0x on a sustained basis Liquidity and Debt Structure VMO2 reported a cash balance of GBP357 million within the restricted group at end-March 2026. Liquidity is supported by robust pre-dividend FCF with some flexibility over dividends and a revolving credit facility of GBP1.3 billion. This will provide VMO2 sufficient cover for short-term liabilities. Most of the company's third-party debt, except for short-term uncommitted vendor-financing debt, is long-dated with maturities from 2029. VMO2's floating-rate debt is hedged with derivatives. The transaction linked to the acquisition of Netomnia by nexfibre will result in a net cash inflow of GBP950 million to VMO2, which will further support liquidity. Issuer Profile VMO2 is the second-largest convergent telecoms operator in the UK, providing services across mobile, broadband internet, fixed-line telephony and broadcasting services to consumers and businesses. Summary of Financial Adjustments VMO2 uses off-balance-sheet factoring facilities in its working-capital management. Fitch has not adjusted its metrics for these facilities due to the lack of disclosure and its assessment that they are not material to the rating. If this were to change, Fitch could make an adjustment. VMO2 uses supply chain (SCF) to extend payment terms beyond normal supplier terms. Due to the immaterial impact on gross debt Fitch does not currently adjust for SCF activities. However, Fitch will continue to monitor the use and quantum of SCF and may adjust its leverage and cashflow metrics in future. Fitch considers cash reported in the audited accounts at VMO2 level. 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 VMO2. 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 ----------- ------ -------- ----- VMED O2 UK Limited LT IDR B+ Downgrade BB- Virgin Media Bristol LLC senior secured LT BB Downgrade RR2 BB+ Virgin Media Secured Finance Plc senior secured LT BB Downgrade RR2 BB+ VMED O2 UK Holdco 4 Limited senior secured LT BB Downgrade RR2 BB+ VMED O2 UK Financing I plc senior secured LT BB Downgrade RR2 BB+ Virgin Media Finance PLC senior unsecured LT B- Downgrade RR6 B Virgin Media O2 Vendor Financing Notes V Designated Activity Company Structured LT B- Downgrade RR6 B+ Virgin Media O2 Vendor Financing Notes VIII Designated Activity Company structured LT B- Downgrade RR6 B+ Virgin Media O2 Vendor Financing Notes VI Designated Activity Company structured LT B- Downgrade RR6 B+ Virgin Media O2 Vendor Financing Notes VII Designated Activity Company structured LT B- Downgrade RR6 B+ =============== X X X X X X X X =============== [] BOOK REVIEW: Black Monday - The Stock Market Catastrophe ----------------------------------------------------------- Author: Tim Metz Publisher: Beard Books Softcover: 268 pages List Price: $34.95 Order your personal copy at http://amazon.com/exec/obidos/ASIN/1587982145/internetbankrupt Metz uses his 23-year career as a journalist with the "Wall Street Journal" to good effect in this account of the worst stock-market crash since 1929. Chapters and sections within them begin by noting date and location in the style of newspaper reports -- e. g., "October 19, 1987 - New York Stock Exchange, chairman's office, 10:45 A.M."; "August 25, 1987 - Storefront broker's office near Canal Street, 11:30A.M." This has the effect of dramatizing the collapse, events surrounding it, and varied individuals playing key roles in trying to deal with it and affected by it. A hotel in Paris, a roadway leading to the Caracas, Venezuela airport, the White House, and the Chicago Mercantile Exchange are other locations. Like a camera panning from one scene to the next, Metz's style keeps the drama high and the story moving. Even though the generalities of this historic stock-market event are known, one is drawn into Metz's telling by its inside-story perspective and to find out how the main characters act as the event unfolds and how things turn out for them in the end. Two of these main characters are John Phelan, chairman of the New York Stock Exchange at the time, and Donny Stone, an NYSE trading specialist. The book opens with Phelan in his chairman's office in a meeting with the heads of Salomon Brothers, Merrill Lynch, Goldman Sachs, and other top financial and securities firms. They are all extremely concerned about the 235-point stock-market decline of the preceding week. And they have different thoughts on its causes, import, and appropriate responses to it. After seeing the havoc in the stock market of the previous week, Donny Stone cuts short his vacation in Florida to hurry back to New York to take care of his business as best he can in the circumstances which are having repercussions not only at the NYSE, but also in Washington, D. C., across America, and around the world. The long-term crippling consequences that Wall Street's top leaders and high government officials feared the worse were avoided by a combination of enlightened quick remedies, lowering of fears, expertise and professionalism among numerous individuals in positions high and low, and opportunism among many who saw new opportunities in the havoc. While the worst consequences of the sudden, unexpected, chaotic collapse were avoided and normal order and predictability returned to the financial markets before long, "Black Monday" brought essential changes to the NYSE and the business of trading. Most of the public were not aware of these changes as normal operations returned over the following weeks. But they were unmistakable to insiders; and many individuals connected to Wall Street for decades were hurt by the changes. At Metz's paper, the "Wall Street Journal," some staff were let go because of the reduction in advertising and circulation following the crash. But apart from countless individuals who lost their jobs from the dislocations caused by the crash, the business of trading had a sea change. "Black Monday" brought to light the degree to which traders and trading had come to dominate the modern-day stock market. Of course, trading in stocks had always been the NYSE's reason for being. But as the market crash evidenced, trading had taken on a life of its own. Trading calculations, as seen especially in risk arbitrage, had become so sophisticated and easy to execute that market weaknesses being exploited were publicized widely and quickly. Along with this, the volume of stocks traded and the speed with which financial transactions occurred with advanced communications made the market more mercurial and unmanageable than it had ever been. The very image of trading had been changed within the financial community. As William Simon, the former Secretary of the Treasury, noted, when he first entered investment banking, "trading was not a respectable profession." But by the time of the 1987 disaster and even more so in the years after it, "kids out of B-school are dying to get to the trading desk." Trading has become a high-profile, quasi-glamorous subject in the daily financial and business media. And to the graduates of business schools, it is seen as the field where the most money can be made most quickly and easily. Tim Metz captures all of the dimensions and human drama of this watershed event in the history of the New York Stock Exchange. He closes with the Cassandra-like note that instead of trying to control the astonishingly high levels of trading in short periods of time which was a major cause of Black Monday, the NYSE with the guidance and support of the Security Exchange Commission (SEC) increased the capacity for trading. After more than two decades with "The Wall Street Journal," Tim Metz became the head of his own firm in the areas of financial communications and media relations strategy and execution. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *