260616.mbx

260616.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 Tuesday, June 16, 2026, Vol. 27, No. 119 Headlines C Y P R U S ARAGVI HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable F R A N C E TEREOS SCA: S&P Downgrades ICR to 'B+', Outlook Stable G E O R G I A GEORGIA CAPITAL: S&P Raises ICR to 'BB' on Continued Deleveraging I R E L A N D ANCHORAGE CAPITAL 5: Moody's Affirms B3 Rating on EUR12.4MM F Notes MONUMENT CLO 1: S&P Assigns B-(sf) Rating on Class F-R Notes TORO EUROPEAN 9: S&P Affirms B-(sf) Rating on Class F Notes I T A L Y BREBEMI: DBRS Keeps 'BB(high)' Issuer Rating on Trend Pos. TIM SPA: S&P Upgrades LongTerm ICR to 'BB+', Outlook Stable L U X E M B O U R G CURIUM BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ECARAT DE SA: DBRS Gives (P)B(high) Rating on Class F Notes MOBILUX GROUP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable N E T H E R L A N D S SIGMA HOLDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable VERSUNI GROUP: S&P Affirms 'B' ICR Following Full Debt Refinancing R U S S I A TVEB: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable S P A I N BBVA CONSUMER 2025-1: DBRS Hikes Class Z Notes to B(high) SANTANDER CONSUMO 6: DBRS Confirms B(low) Rating on Class E Notes SANTANDER CONSUMO 8: DBRS Confirms B(low) Rating on Class E Notes SEASHELL BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable S W E D E N POLESTAR AUTOMOTIVE: Extends Term Facility Maturity to June 2027 U K R A I N E METINVEST BV: S&P Upgrades LT ICR to 'CCC+' on Repayment of Bond UKRENERGO: Fitch Affirms 'RD' LongTerm Issuer Default Rating U N I T E D K I N G D O M ALDBROOK MORTGAGE 2025-1: DBRS Confirms BB Rating on Cl. E Notes ASHLEY GARDENS: FRP Advisory Appointed as Joint Administrators ATHERSTONE MEWS: FRP Advisory Appointed as Joint Administrators AUXEY BIDCO: S&P Downgrades ICR to 'B-', Outlook Negative BLETCHLEY PARK 2026-1: DBRS Finalizes BB(high) Rating on 2 Classes CHELSEA (SC): FRP Advisory Appointed as Joint Administrators CORNWALL GARDENS: FRP Advisory Appointed as Joint Administrators ENNISMORE GARDENS: FRP Advisory Appointed as Joint Administrators FOUNTAIN HOUSE: FRP Advisory Appointed as Joint Administrators GULAID HOUSE: BTG Begbies Appointed as Joint Administrators NEOEN LIMITED: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable POTIONS CAULDRON: Administrators' Report Reveal Sale to Potions Grp POUNDSTRETCHER: Court Approves Restructuring Plan QG MEWS: FRP Advisory Appointed as Joint Administrators SADDLEBACK LIMITED: FRP Advisory Appointed as Joint Administrators ST. PAUL'S CLO VII: Moody's Cuts EUR12MM F-R Notes Rating to Caa1 WMCD REALISATIONS: Leonard Curtis Appointed as Joint Liquidators - - - - - =========== C Y P R U S =========== ARAGVI HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Aragvi Holding International Limited's (Trans-Oil) Long-Term Foreign-Currency (FC) and Local-Currency (LC) Issuer Default Ratings (IDRs) at 'B+' with Stable Outlook. Fitch has also affirmed the senior secured notes at 'B+ with a Recovery Rating of 'RR4'. The affirmation reflects Trans-Oil's high leverage for the rating, balanced by through-the-cycle resilience, operational flexibility and a credible path to deleveraging. The 'B+' is also supported by the group's dominant market position in agricultural exports and sunflower-seed crushing in Moldova with increasing diversification to Serbia and Romania, which together translate into higher average EBITDA margins than at larger international peers. The Stable Outlook captures its expectation that readily marketable inventories (RMI)-adjusted net leverage will decrease from FY27 (financial year to June), following exceptional working capital pressures in the previous years linked to market and geopolitical volatility. The rating could come under pressure if leverage fails to trend toward 3.0x by FY27-FY28 or if liquidity deteriorates. Key Rating Drivers High Working Capital to Unwind: Fitch expects a release of cash from working capital over FY26-FY27, consistent with prior cycles. Fitch anticipates a reduction in supplier advances and a shorter cash conversion cycle, supported by improved commercial discipline and shorter logistic routes, which should bring short-term debt down. Growing contribution from crushing operations further supports a more efficient working capital profile with faster inventory turnover and better margin visibility. FY25 working capital outflow was driven to exceptional levels by front-loaded procurement amid higher seed prices and extended shipping routes following the avoidance of the Suez Canal. These factors drove negative free cash flow (FCF). Some structural increase will persist due to the earlier rapeseed procurement cycle, but temporary pressures are already beginning to unwind. Temporarily Stretched Leverage: Fitch projects Trans-Oil's RMI-adjusted EBITDA net leverage to remain at 3.5x in FY26, which is stretched for the rating, suggesting limited rating headroom for additional external shocks. Fitch expects new capacity expansion projects and working capital normalisation over FY27-FY29 to support deleveraging back to around 3.0x by FYE27. Trans-Oil's growth strategy suggests potential for additional expansion projects, but Fitch expects these to be funded in line with the group's conservative financial policy, including the use of equity. Resilient EBITDA Amid Challenging Environment: Fitch projects Trans-Oil's EBITDA at about USD210 million in FY26, supported by increased crushing and origination operations in Romania and Serbia, which largely offset the impact from its assumption of lower origination volumes from Ukraine. Trans-Oil has adequately managed operations during FY25 amid stiff competition, distorted prices related to climate and the incorporation of new crops into its sales mix. Superior EBITDA Margin: Trans-Oil has historically had above-industry-average EBITDA margins in both the crushing and trading segments, and Fitch forecasts the group's profitability to remain at about 9% over FY26-FY29, versus 9.6% in FY25. High margins are supported by the group's leading market positions and dominant scale in its regions, improving operating efficiencies at its facilities, and growing infrastructure capacities. Improving Diversification: Trans-Oil continues to expand its capacity in Romania and Serbia, by investing in silos and port-terminal infrastructure on the Danube river, which supports trading growth outside of Moldova, including through commodities originated in Ukraine. Fitch expects a gradual substitution of Ukraine origination with other markets, while still maintaining some of the volumes sourced from western Ukraine in the long term. Trans-Oil generated more than 80% of EBITDA from commodities originated outside of Moldova in FY25, compared with 20% in FY20, due largely to grain trading sourced in Ukraine. Large Capex Plan: Trans-Oil plans to continue expanding its crushing and infrastructure facilities in Serbia and Romania. This includes a new soybean and rape seeds crushing plant construction in Romania, with an annual crushing capacity of up to 300,000 tonnes. Fitch assumes a rise in capex to about 2% of revenue annually for the next four years, compared with a historical average of 1%. Investments will be partly funded by a EUR25 million grant from the Romanian government. Normalising FCF: Fitch projects FCF margins to turn positive in the low single digits from FY26 as normalising working capital requirements will offset increased capex. Trans-Oil's FCF turned deeply negative in FY25 with a USD132 million outflow due to increased working capital requirements, driven by higher origination and trading volumes, front-loaded procurement plus longer logistics routes and collection periods resulting from disruption to the Red Sea routes. Strong Market Position in Moldova: Trans-Oil's dominant market position in Moldovan agricultural exports and sunflower seed crushing underpins its ratings. It is the largest oil producer and exporter of agricultural commodities in Moldova. Its ownership of material infrastructure assets is a major competitive advantage as it operates the country's largest inland silo network and owns a port terminal in the only seagoing vessel port. Fitch expects the planned investment in Romania to reinforce its competitive position in the Black Sea region. Peer Analysis Trans-Oil is considerably smaller than international agricultural commodity traders and processors, such as Archer Daniels Midland Company (A/Negative) and Bunge Global SA (BBB+/Stable). Trans-Oil's two-notch rating differential compared with Tereos SCA (BB/Negative) reflects the latter's stronger business profile, supported by larger scale, greater geographic diversification and more flexible cost structure. This is partly offset by Tereos's temporarily weaker financial structure. Trans-Oil compares well with Kernel Holding S.A. (CCC-), a Ukrainian sunflower seed crusher and grain trader that has a comparable vertically integrated model, including large logistics and infrastructure assets. The main differences are Kernel's integration into crop-growing, which limits sourcing and procurement risk, and a wider customer base. Kernel also has greater scale and a larger sourcing market, which - until Russia's invasion of Ukraine - provided greater weather-risk protection. By contrast, Trans-Oil has lower competition risk, given its stronger market position and the absence of major global competitors in Moldova. Kernel's IDR reflects heightened operational and financial risk from the Ukraine war. Fitch’s Key Rating-Case Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue to grow 7.6% in FY26, followed by growth in the low single digits to FY29 - EBITDA margins at about 9% in FY26, and trending towards 9.5% by FY29 - Normalisation of working capital requirements - Increased capex at 2% of revenue to FY29 - No dividends Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb-', Moderate), sector characteristics ('bb', Lower), market and competitive positioning ('b', Higher), diversification and asset quality ('bb-', Moderate), company operational characteristics ('bb', Moderate), profitability ('bb+', Moderate), financial structure ('bb-', Moderate), and financial flexibility ('b+', Higher). The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year FY25, 40% for the forecast year FY26, 30% for the forecast year FY27 and 20% for the forecast year FY28. The governance assessment of 'some deficiencies' results in an adjustment of -1 notch. The operating environment assessment of 'bb' 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 senior secured eurobond is rated in line with Trans-Oil's IDR of 'B+', reflecting average recovery prospects given default. The eurobond is secured by pledges over most assets of key Moldovan entities, excluding commodities. Its recovery approach assumes the group will be liquidated instead of restructured in financial distress. Fitch expects the increase in liquid assets, such as RMI, from Trans-Oil's increased scale to encourage creditors secured by these assets to pursue liquidation. This would yield better bondholder recoveries than a going concern approach, given pledges over the group's other assets. Fitch applies customary advance rates for Trans-Oil's main assets, including 80% for trade receivables, 30% for non-RMI inventory and 30% for property, plant and equipment. Fitch-adjusted RMI is used to repay outstanding working-capital credit lines first, which Fitch assumes at USD257 million pro forma after using USD100 million of new proceeds to replace short-term debt, as these creditors have direct recourse to such assets. Its assumptions result in a ranked Recovery Rating in the 'RR4' band for the newly issued (in May 2026) and existing eurobonds, at a combined USD750 million, and after assuming a partial redemption of the USD650 million senior secured notes with the new notes proceeds. This results in a 'B+' rating, in line with the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening of operations, with consolidated EBITDA declining to below USD150 million - RMI-adjusted EBITDA net leverage above 3.0x and RMI-adjusted EBITDA interest coverage below 1.5x - More aggressive risk management or financial policy, as reflected by increased profit volatility and higher-than-expected investments in working capital, capex, M&A, or dividend payments - Weakening liquidity, or risk of insufficient availability of trade-finance lines to fund trading and processing operations, with its internal liquidity score falling below 1.0x - A deteriorating operating environment in Moldova Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increased scale through the cycle above USD300 million EBITDA and further diversification leading to resilient EBITDA margins and positive FCF margins on a sustained basis - Maintenance of a conservative capital structure, with RMI-adjusted EBITDA net leverage at or below 2.5x and a strengthening of risk-management practices - Maintenance of strong internal liquidity, with sufficient availability of trade-financing lines to secure trading and processing volumes and to cope with price volatility - A stable geopolitical environment in Trans-Oil's core countries of operation Liquidity and Debt Structure Trans-Oil had Fitch-adjusted available cash of USD129 million at FYE25, as and Fitch-estimated RMI of USD352 million and accounts receivable of USD313 million, which were sufficient to cover current liabilities of USD533 million. Fitch expects Trans-Oil will be able to maintain adequate internal liquidity over the next two years. In May 2026, Trans-Oil refinanced part of its 2029 Eurobond (USD200 million) with a new USD300 million bond due in 2031, demonstrating solid access to capital markets and lowering refinancing risk. The remaining proceeds were used to partly repay its existing pre-export financing facilities. Issuer Profile Trans-Oil is a vertically integrated agro-industrial business based in Moldova with its core activities focused on origination and wholesale trade of grain and sunflower seeds, storage and trans-shipment operations and the production of vegetable oils (bottled and in bulk). Summary of Financial Adjustments Fitch applied RMI adjustments in evaluating Trans-Oil's leverage and interest coverage ratios and liquidity. Certain commodities traded by Trans-Oil fulfil Fitch's eligibility criteria for RMI adjustments as about 90% of its international oilseeds and grain sales volumes are made on the basis of forward contracts. The differential between RMI-adjusted and RMI-unadjusted EBITDA net leverage is about 1.0x. For the purpose of RMI calculations, Fitch discounted eligible reported inventory by 40% to reflect basis and counterparty risks. Fitch excludes from leverage and interest cover metrics debt associated with financing RMI and reclassified the related interest costs as cost of goods sold. 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 Trans-Oil. 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 ----------- ------ -------- ----- Aragvi Holding International Limited LT IDR B+ Affirmed B+ LC LT IDR B+ Affirmed B+ Aragvi Finance International DAC senior secured LT B+ Affirmed RR4 B+ =========== F R A N C E =========== TEREOS SCA: S&P Downgrades ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Tereos SCA to 'B+' from 'BB-'. At the same time, S&P lowered to 'B+' from 'BB-' its issue ratings on all of Tereos' senior unsecured notes. The stable outlook reflects S&P's view that Tereos will solidify its credit metrics next year such that adjusted debt to EBITDA stabilizes at about 5.5x. Low sugar prices led to weak results for Tereos for the 2026 financial year (FY2026; ending March 31, 2026). Overall, however, they were in line with our base case, with adjusted debt to EBITDA rising to 6.2x (versus 3.2x last year) due to a sharp drop in adjusted EBITDA (a decline of 48% versus last year) and negative free operating cash flow (FOCF) of EUR127 million. S&P said, "We have now revised downward our financial projections for FY2027, with adjusted debt leverage rising to about 8x and EBITDA interest coverage decreasing to 1.7x. We assume persistent weak sugar prices in Europe and in international markets, as well as for starch and sweeteners in Europe. This should lower adjusted EBITDA to EUR333 million this year (versus EUR411 million last year) and result in negative FOCF. "We factor a rebound in cash flows and credit metrics in FY2028 such that adjusted debt leverage decreases to about 5.5x and EBITDA interest coverage rises to approximately 2.7x. We believe this will be mostly supported by the cyclical rebound in sugar prices in Europe and internationally." Tereos reported weak operating and financial performance in FY2026 but in line with S&P Global Ratings' base case. Tereos' adjusted EBITDA declined by 48% last year reaching EUR411 million (EUR791 million last year) with largely negative FOCF at EUR127 million. Credit metrics were weak, with adjusted debt to EBITDA rising to 6.2x and EBITDA interest coverage of 2.1x. The main reason was the low sugar prices in Europe last year and in international markets due to better-than-expected production in Europe and in Asia. In addition, starch and sweetener prices were also weak in Europe due to industry overcapacity. However, S&P notes the group stabilized its adjusted debt atEUR2.6 billion thanks to reduced capital expenditure (capex), operating cost savings, and about EUR200 million of cash proceeds from disposals. S&P said, "We have revised downward our financial projections for FY2027 due to likely persistent weak sugar prices in Europe and internationally. For FY2027, we forecast Tereos' adjusted EBITDA to continue to decrease further to EUR333 million with still-negative FOCF at EUR64 million despite capex cuts. We forecast adjusted debt to EBITDA of approximately 8.0x, and EBITDA interest coverage of about 1.7x. We assume a very modest rebound in EBITDA in European sugar and ethanol, driven by our assumption of stable to slightly positive European sugar prices, positive effects of operating cost savings, and higher ethanol profits more than offsetting higher energy costs. In Europe, we believe Tereos will benefit from stable-to-slightly-higher sugar prices because sugar beet acreage is expected to reduce, which, if we assume a five-year average agriculture yield, should mean lower EU production. Combined with stable-to-slightly-declining consumption, we see supply to demand rebalancing and supporting prices. Potential upside to sugar prices could come from adverse weather conditions (like a drought) this summer in Europe. We note that Tereos' European first half-year sugar volumes are already contracted at last year's prices, while most volumes for the second half of the year will be contracted in September to October following the harvest. "For 2026-2027, we assume a sharp drop in profits from sugar and ethanol international (essentially the Brazilian business). Because the white sugar price on international markets has been decreasing in the past year (currently 14 cents-15 cents per pound versus 18 cents a year ago) we assume Tereos' margin is currently lower than last year's. This is because sugar export sales from Brazil by Tereos were hedged on the futures market at lower prices versus a year ago. In addition, Tereos' ethanol business is unlikely to benefit from the price spike observed in Europe because of local government policy to cap gasoline prices. "We expect overcapacity within the European market and weak industrial demand will continue to pressure starch and sweetener prices, as all operators need to maintain high volumes to cover fixed costs. We do not anticipate that demand rise again, as demand for end markets like food and beverage consumption remains sluggish." Tereos is taking cash conservation measures to stabilize its financial position. The weak operating performance should be partially offset by Tereos' cash conservation measures, with capex reduced to close to maintenance level of about EUR223 million. The group is continuing its efforts to lower operating costs with cost savings from restructuring plans in the European business, which should help absorb higher energy costs (mostly higher gas prices). Tereos achieved EUR206 million of cash proceeds from assets disposals in 2025-2026 with the sale of a Brazilian plant in Andrade, the natural products business, and its stakes in an African sugar business and in Lesaffre Freres. S&P said, "We have assumed a further EUR60 million of cash proceeds from asset disposals this year as the group intends to further simply its scope of operations and control debt. We expect recent bond refinancings at higher rates will slightly increase cash interest costs (average cost of debt is now 6.5%). Working capital should remain under control due to lower sugar prices, with cash conversion helped by the use of factoring lines, which we account as a source of financing." S&P said, "We anticipate a rebound in in cash flows in FY2028 spurred by expected higher sugar prices in Europe and internationally. For 2027-2028, we project a strong EBITDA rebound to EUR522 million, mostly thanks to higher sugar prices in Europe and internationally. This is still well below the six-year average of EUR765 million. We project slightly positive FOCF with higher EBITDA offset by higher capex and negative working capital movements." This should translate into stronger credit metrics such that adjusted debt to EBITDA is about 5.5x, with EBITDA interest coverage of 2.7x. The recovery is subject to higher sugar market prices, helped by Tereos' operating cost savings efforts. Global demand for sugar is intensifying, driven by emerging markets, while demand in Europe is in slow structural decline. The low-price environment is unlikely to remain beyond the next 12-24 months, in our view, because farmers are already planting less in lower-demand regions like Europe. More frequent adverse weather conditions in the main growing regions have the potential to hit supply volumes and move market prices sharply. S&P said, "We note the higher probability of an El Nino climate phenomenon over the next months could lead to lower production in Brazil and India (two of the largest growing regions). We are also monitoring the supply of fertilizers to European farmers, which could also shrink production next year." The group remains well funded for the next 12 months with continued access to bank financing and debt capital markets. S&P said, "We believe Tereos remains well funded for its day-to-day operations, notably to fund its large working capital and capex needs. We also believe the group is proactive in managing its debt maturity profile." At March-end 2026, Tereos had EUR557 million of undrawn cash balances and EUR931 million of undrawn committed bank lines, versus EUR354 million of debt due withing one year. The group continues to have good access to bank financing in France, Europe, and Brazil and refinanced (and upsized) a EUR223 million facility in March 2026. Tereos has a long track record of obtaining waivers and has successfully renegotiated more headroom under its financial covenants with its banks to remain compliant. The group continues to access the debt capital markets, having issued six-year EUR300 million senior notes in January 2026, which served to refinance EUR350 million senior notes due April 2027. S&P said, "The stable outlook indicates our expectation that Tereos' credit metrics will stabilize next year such that debt to EBITDA should stay at about 5.5x with EBITDA interest coverage will be approximately 2.7x. This should be supported by our assumption that sugar prices in Europe and internationally will rebound from their current lows. We also believe the group will continue to pursue its cash conservation measures in the meantime to support the group's financial profile. "We could lower our rating if we see no meaningful debt deleveraging toward 5.0x in the next 24 months with EBITDA interest coverage remaining below 2.0x. "This could happen, for example, if the earnings rebound that we forecast for FY2028 does not materialize because of persistent low market prices for sugar in Europe and in international markets, combined with rising operating cost inflation and operational disruptions in the French and Brazilian production sites due to supply issues. "We would also view negatively if Tereos reports larger-than-forecast negative FOCF this year, which could pressure the group's liquidity position. "We could raise our ratings if Tereos' credit metrics improve faster than expected such that adjusted debt to EBITDA falls and stays below 5.0x. "We believe this could occur thanks to a faster-than-expected sharp rebound in European and international sugar prices." This could occur in case of weak supply levels of sugar this year in Europe and the main growing regions like Brazil, India, and Thailand. Adverse weather conditions in Europe or Latin America could hit supply, with potential impact from the El Nino climate phenomenon, or from farmers being unable to access fertilizers leading to decreased yields. ============= G E O R G I A ============= GEORGIA CAPITAL: S&P Raises ICR to 'BB' on Continued Deleveraging ----------------------------------------------------------------- S&P Global Ratings revised its ratings on Georgia-based investment holding company Georgia Capital JSC and its $150 million senior unsecured bond to 'BB'. The stable outlook reflects S&P's expectation that Georgia Capital will maintain a loan-to-value (LTV) ratio materially below 10% under any market circumstance, adopt conservative financial policies to strengthen its capital structure over time, and sustain solid asset performance. S&P Global Ratings expects Georgia Capital's portfolio value to exhibit robust performance in the medium term, following strong performance over the past 18 months. The portfolio value rose by 23% from March 2025 to March 2026 to GEL5.04 billion (about $1.87 billion). This growth was largely driven by a 43% rise in the value of Lion Finance Group, Georgia Capital's largest and only listed holding, while the private portfolio value also grew by 18%. Portfolio rotation, such as the sale of the water utility business, also affected the performance of the private portfolio. In the first three months of 2026, the total portfolio value reduced by 0.6%, due to some contraction in Lion Finance Group's share price, the recent divestment, and dividends paid. However, this was partially offset by robust performance in the private portfolio, which was up 3%. Value creation was most pronounced in the retail (pharmacy) business (up 6.1%) and the insurance business (up 7.6%), while the emerging and other companies segment weighed on the overall portfolio value, as it did in 2025, which may lead to some divestments in the future. Over the three months, the net asset value (NAV) decreased by 0.8%, although we note that it has increased by 33% since March 2025. S&P said, "We anticipate supportive macroeconomic conditions but slightly slower GDP growth in Georgia. We expect real GDP growth to slow in Georgia to 5.4% in 2026 and 4.8% in 2027, down from 7.5% in 2025 and 9.7% in 2024, as consumption normalizes. We anticipate a moderation in private investment (excluding government investment), consistent with a more cautious investment environment amid elevated political uncertainty and the EU's decision to suspend Georgia's accession process. Inflation has risen steadily over the past year, averaging 3.9% in 2025, driven primarily by base effects and higher food prices. "We expect Georgia Capital to maintain low leverage, supported by continued disciplined debt management. As part of its GEL700 million capital return program, Georgia Capital had used GEL274 million as of April 2026 to redeem a portion of its outstanding bond (which equates to about $100 million of the total principal of $150 million). We expect to see continued use of cash or potential proceeds from the sale of smaller private assets for debt redemption in the near term, demonstrating the company's commitment to deleveraging. Furthermore, the target NCC ratio of 10% over the cycle supports our view of the company's disciplined approach to capital allocation. According to the company's policies, an NCC ratio of 10%-40% will trigger tactical share buybacks or investments, an NCC ratio of below 10% could generate more substantial share buybacks or investments, and an NCC ratio of above 40% would lead the company to preserve cash. As of March 31, 2026, the NCC ratio was 3.9%. A significant increase is not in our base case nor would we view it as commensurate with our rating. Although the ratio slightly increased from 2.3% in December 2025, due to a $50 million share buyback and cancellation program announced in February 2026, it is in line with allocation expectations. The company's NCC ratio includes planned investments, announced share buybacks, and a contingency/liquidity buffer. Our adjusted LTV ratio for Georgia Capital as of March 31, 2026, was 0.4% (excluding future share buybacks or potential equity investments that are uncommitted). We think that the company could navigate relatively volatile market conditions that affect the valuation of its assets while maintaining an adjusted LTV ratio well below 10%. "Concentration in Georgia and reliance on a single listed asset (Lion Finance Group, accounting for 47.2% of the portfolio value) is a constraint on our assessment of business risk. Georgia Capital plans to invest in Armenia over the medium term, but this is unlikely to make up a significant portion of the portfolio value, which is currently predominantly in Georgia. Furthermore, the company holds a 16.6% stake Lion Finance Group, which is its only listed asset, and we think it is unlikely that Georgia Capital will further pursue investments into listed assets. The stake in Lion Finance Group has reduced over the past 12 months to prevent Georgia Capital from becoming a passive foreign investment company, which could have tax implications for U.S. shareholders. Despite the reduction, the share price performance of Lion Finance Group means that we expect the share of listed assets to remain above 40%. Weaker operating performance that translates into share price volatility or reduction could reduce the portfolio value materially, and a reduction in the value of Lion Finance Group below 40% of the total portfolio could weaken our assessment of the business risk. The remainder of the assets are unlisted in Georgia. This, in our view, could limit Georgia Capital's ability to quickly monetize its investments to repay debt, which could be important if liquidity unexpectedly becomes constrained. We estimate the weighted average creditworthiness of investee companies is 'B+'. Georgia Capital's largest assets are Lion Finance Group, retail (pharmacy; 18.3% of the total portfolio), healthcare services (12.3%), and insurance (property and casualty and medical; 11.3%), with the remainder made up by a diversified set of investments across hospitality, private education, renewable energy generation, and a wine business, and we expect the company to focus on these sectors in future investments. "The NAV per share discount has reduced over time, which has supported Georgia Capital's share buyback program but has not weakened the LTV ratio. The NAV per share discount was 16.2% as of March 31, 2026, down from 27% at year-end 2025 and 55.8% at year-end 2024, which supported the announcement of the $50 million buyback program in February 2026. We think that Georgia Capital will balance repurchases and investments in the future. The company remains exposed to fluctuations in the U.S. dollar exchange rate because of its outstanding debt, though this has reduced from $150 million to $50 million (due in August 2028), meaning the impact would be much less pronounced. Also, the company's cash dividends are predominantly received in lari, creating some foreign exchange risk. However, Lion Finance Group pays its dividends in pound sterling, which made up about 46% of total dividend and interest income in 2025, while buyback dividends from Lion Finance Group made up a further 14%. The renewable energy business has cash flows in U.S. dollars and consequently pays dividends in hard currency, which represents about 6% of the total cash dividend and interest income Georgia Capital will receive in 2026. There is also a forward currency hedge for the coupon payment, which mitigates a portion of the risk. "We expect lower dividend and interest income in 2026 compared to last year, but steady growth in 2027. We anticipate that cash interest and dividends in 2026 will be GEL200 million–GEL220 million, compared to GEL235.6 million in 2025. This is due to 2025 having five payment periods, versus the usual four in 2026 (since Lion Finance Group introduced quarterly payments from the fourth quarter of 2025), as well as the reduced stake in Lion Finance Group. Dividend income per share is expected to be broadly flat in 2026 versus 2025. From Lion Finance Group, there is a target payout ratio of 30%-50% of annual profits. Cash interest expense is expected to reduce to about GEL15 million in 2026 from GEL36.6 million in 2025, given the redemption of the bond. As a result, Georgia Capital's cash adequacy ratio should improve to 3.3x-3.6x in 2026-2027, from 2.8x in 2025. Refinancing risk is well under control, since the company's only liability is due in August 2028, and the amount outstanding is expected to reduce over time. Georgia Capital's 20% holding in the beer and distribution business remain subject to a put/call structure, and the put option can be exercised as a pre-agreed enterprise value to EBITDA multiple in 2029-2031. "The stable outlook reflects our view that Georgia Capital is expected to exhibit an LTV ratio materially below 10% under any market circumstance, while also demonstrating conservative financial policies to strengthen its capital structure over time. We also expect solid asset performance to continue. "We could lower our ratings if Georgia Capital does not demonstrate a commitment to maintaining a conservative capital structure, with an LTV ratio of below 10%. This would most likely result from a material weakening of equity values, large negative currency fluctuations, or material share buybacks, signaling a more aggressive stance toward leverage." Rating pressure could also result from a material deterioration in the credit quality of any of Georgia Capital's core investments, or increased volatility in the value of its listed asset, which could erode the portfolio's value and increase the likelihood of needing financial support, for example, through fresh capital or shareholder loans. The possibility of a positive rating action is limited in the near term, since it would require significantly greater diversification of the portfolio, which may include increasing ownership of minority listed and highly liquid stakes such that listed assets in the portfolio contain materially more than 40% of highly liquid stocks on a structural basis. It would also require a commitment to a conservative financial policy. Depending on the structure of the portfolio, S&P could see the LTV of below 10% as also commensurate with a higher rating. ============= I R E L A N D ============= ANCHORAGE CAPITAL 5: Moody's Affirms B3 Rating on EUR12.4MM F Notes ------------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Anchorage Capital Europe CLO 5 DAC: EUR25,800,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Nov 18, 2021 Definitive Rating Assigned Aa2 (sf) EUR13,400,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Nov 18, 2021 Definitive Rating Assigned Aa2 (sf) EUR26,900,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Nov 18, 2021 Definitive Rating Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR266,600,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Nov 18, 2021 Definitive Rating Assigned Aaa (sf) EUR32,300,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Nov 18, 2021 Definitive Rating Assigned Baa3 (sf) EUR23,100,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Nov 18, 2021 Definitive Rating Assigned Ba3 (sf) EUR12,400,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Nov 18, 2021 Definitive Rating Assigned B3 (sf) Anchorage Capital Europe CLO 5 DAC, issued in November 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Anchorage CLO ECM, L.L.C. The transaction's reinvestment period will end in July 2026. RATINGS RATIONALE The rating upgrades on the Class B-1, Class B-2 and Class C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in July 2026. The affirmations on the ratings on the Class A, Class D, Class E and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR423.4m Defaulted Securities: EUR3.09m Diversity Score: 57 Weighted Average Rating Factor (WARF): 3021 Weighted Average Life (WAL): 4.64 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.59% Weighted Average Coupon (WAC): 5.22% Weighted Average Recovery Rate (WARR): 47.47% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in July 2026, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. MONUMENT CLO 1: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Monument CLO 1 DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction which S&P rates. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The reinvestment period will be approximately 4.5 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payment. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,741.90 Default rate dispersion 517.18 Weighted-average life (years) 4.89 Obligor diversity measure 132.08 Industry diversity measure 21.86 Regional diversity measure 1.24 Transaction key metrics Total par amount (mil. EUR) 508.8 Defaulted assets (mil. EUR) 5.2 Number of performing obligors 164 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 3.53 Target 'AAA' weighted-average recovery (%) 36.96 Actual weighted-average spread net of floors (%) 3.63 Actual weighted-average coupon (%) 6.84 Rating rationale S&P's ratings reflect its 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. S&P said, "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 EUR500 million target par amount, the covenanted weighted-average spread of 3.50%, the covenanted weighted-average coupon of 4.50%, and the actual weighted-average recovery rates for all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we capped our ratings on these notes." The class X, and A-R notes can withstand stresses commensurate with the assigned ratings. The class F-R notes' current break-even default rate cushion is negative at the assigned rating. Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including S&P's long-term corporate default rates and recent economic outlook, it believes this class can sustain a steady-state scenario, in accordance with our criteria. S&P's analysis further reflects several factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's model-generated portfolio default risk, which is at the 'B-' rating level at 24.79% (for a portfolio with a weighted-average life of 4.89 years) versus 15.64% if it was to consider a long-term sustainable default rate of 3.2% for 4.89 years. -- Whether the tranche is vulnerable to nonpayment. -- If there is a one-in-two chance of this tranche defaulting. -- If S&P envisions this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all rated classes of notes. "In addition to our standard analysis, we also included the sensitivity of the ratings on the class X to E-R notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Monument CLO 1 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. Serone Capital Management LLP manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 3.25 N/A Three/six-month EURIBOR plus 0.99% A-R AAA (sf) 310.00 38.00 Three/six-month EURIBOR plus 1.30% B-R AA (sf) 55.00 27.00 Three/six-month EURIBOR plus 1.90% C-R A (sf) 30.00 21.00 Three/six-month EURIBOR plus 2.20% D-R BBB- (sf) 35.00 14.00 Three/six-month EURIBOR plus 3.30% E-R BB- (sf) 22.50 9.50 Three/six-month EURIBOR plus 5.40% F-R B- (sf) 15.00 6.50 Three/six-month EURIBOR plus 8.48% Sub notes NR 47.00 N/A N/A *The ratings assigned to the class X, A-R, and B-R 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. TORO EUROPEAN 9: S&P Affirms B-(sf) Rating on Class F Notes ----------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Toro European CLO 9 DAC's class A-R, B-R, C-R, and D-R notes. At the same time, S&P affirmed its ratings on the existing class E and F notes and withdrew its ratings on the original class A, B, C, and D notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction. On June 8, 2026, Toro European CLO 9 refinanced the existing class A, B, C, and D notes (originally issued in March 2024) through an optional redemption and issued replacement notes of the same notional. To account for the difference in Euro Interbank Offered Rate (EURIBOR) rates at pricing and settlement, the original interest rates on the refinanced notes were adjusted such that the accrued interest amounts remain the same for each class of refinanced notes, and noteholders are paid in full. S&P withdrew its ratings on these classes of notes. The replacement notes are largely subject to the same terms and conditions as the original notes, except that the replacement notes will have a lower spread over EURIBOR than the original notes. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,787.31 Default rate dispersion 615.03 Weighted-average life (years) 4.18 Obligor diversity measure 125.72 Industry diversity measure 22.65 Regional diversity measure 1.30 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 3.16 Actual 'AAA' weighted-average recovery (%) 36.92 Actual weighted-average spread (net of floors; %) 3.88 Actual weighted-average coupon (%) 4.26 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on Oct. 15, 2028. S&P said, "The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modelled a par amount of EUR391.2 million, which is lower than the target par amount of EUR400.00 million. At closing, the portfolio is below par, the collateral principal amount used in our cash flow analysis is adjusted further down by the presence of negative cash. "We used the portfolio's actual weighted-average spread (3.88%), actual weighted-average coupon (4.26%), and the actual portfolio weighted-average recovery rates for all rated notes. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with 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 counterparty criteria. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R, C-R, and D-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned ratings on these refinanced notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class A-R and E notes could withstand stresses commensurate with the assigned ratings. The class F notes' current break-even default rate (BDR) cushion is negative at the 'B-' rating level. Based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, S&P believes this class can sustain a steady-state scenario, in accordance with our criteria. S&P's analysis reflects several factors, including: -- The class F-R notes' available credit enhancement is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's BDR at the 'B-' rating level is 16.49%, versus a portfolio default rate of 13.38% if it was to consider a long-term sustainable default rate of 3.2% for a portfolio with a weighted-average life of 4.18 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-R notes is commensurate with a 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R to F notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R 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 or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings assigned Replacement Original Notes notes Amount interest interest Credit Class Rating* (mil. EUR) rate § rate enhancement(%) A-R AAA (sf) 240.00 Three-month Three-month 40.00 EURIBOR EURIBOR + 1.27% + 1.65% B-R AA (sf) 48.00 Three-month Three-month 28.00 EURIBOR EURIBOR + 1.95% + 2.50% C-R A (sf) 26.00 Three-month Three-month 21.50 EURIBOR EURIBOR + 2.80% + 3.35% D-R BBB- (sf) 28.00 Three-month Three-month 14.50 EURIBOR EURIBOR + 4.40% + 4.50% Rating affirmed Class Rating* Amount (mil. EUR) Notes interest rate§ E BB- 18.00 Three-month EURIBOR + 6.98% F B- (sf) 12.00 Three-month EURIBOR + 8.46% *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. ========= I T A L Y ========= BREBEMI: DBRS Keeps 'BB(high)' Issuer Rating on Trend Pos. ---------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) maintained the Positive trend on Società di Progetto Brebemi S.p.A.'s (Brebemi or the Company) credit ratings. Morningstar DBRS also confirmed Brebemi's Issuer Rating as well as the credit ratings on the Company's EUR 307.0 million Senior Secured Loan, EUR 15.0 million Senior Secured Amortising Floating-Rate Notes (Class A1 Notes), EUR 934.0 million Senior Secured Amortising Fixed-Rate Notes (Class A2 Notes), and EUR 558.0 million Senior Secured Zero-Coupon Notes (Class A3 Notes) at BB (high). The recovery rating on all debt instruments is RR2. Brebemi is the special-purpose vehicle awarded the concession to design, build, finance, operate, and maintain the A35 road tranche, a 62.1- kilometre toll (tariffed) road that crosses the provinces Brescia, Bergamo, and Milan in Italy. KEY CREDIT RATING CONSIDERATIONS The credit rating confirmation reflects Morningstar DBRS' view that, despite financial metrics that would be commensurate with a higher credit rating, the limited certainty regarding tariff setting over the short and medium terms affects Brebemi's credit ratings, posing downside risk to financial metrics otherwise consistent with a higher rating, underpinning the Positive trend. The Company is appealing the 2026 tariff increase, which was set at 1.50%, in line with other Italian toll road operators but below management's expectation of 5.18% under the 2021 PEF. Earlier in 2026, Brebemi successfully challenged the 2025 tariff freeze in court, with the ruling recognising its right to a 4.79% increase, although the implementation timeline remains uncertain. Continued litigation, combined with delays in updating the PEF, results in ongoing uncertainty around the tariff regime. Morningstar DBRS' base case conservatively assumes no further tariff increases in 2026, a 2.00% increase in 2027 in line with inflation expectations, and annual increases of 5.45% thereafter aligned with management's long-term expectations. Although Brebemi is operating under a rebalancing mechanism embedded in the PEF, allowing for adjustments to tariffs over time, continued litigation creates uncertainty about consistent tariff increases over the life of the concession agreement. Traffic growth in 2025 confirms that Brebemi has effectively completed its ramp-up phase, now growing in line with macroeconomic fundamentals. Total traffic reached 635 million vehicles per kilometre in 2025, a 3.1% increase year over year (3.4% net of leap year effect), and Morningstar DBRS expects growth to continue at a similar cadence in 2026. Following the updated traffic study from an independent party, over time traffic volume growth is expected to plateau with the exception of a step-up in volume growth during years where interconnections are added. The minimum debt service coverage ratio (DSCR) from 2026 onwards is now 1.34 times (x), up from 1.32x in Morningstar DBRS' base case in June 2025. Breakeven traffic resilience is around 20%, and breakeven revenue is close to 15%, a slight improvement from the previous review. Ramp-up risk is now marginal, given Brebemi's operating history of more than 10 years. Morningstar DBRS' base case projects an improvement in financial metrics over time. CREDIT RATING DRIVERS A positive credit rating action could occur under Morningstar DBRS' base case if traffic remains resilient supporting projections, particularly the minimum DSCR across the forecast horizon being materially higher than 1.30x, in tandem with certainty in tariff setting for the current and upcoming regulatory periods. Although unlikely in the near term, Morningstar DBRS could take a negative credit rating action if both traffic growth and tariff setting are materially worse than the expectations embedded in the base case in a consistent manner. EARNINGS OUTLOOK Management expects traffic to grow at around 3.0% in 2026, followed by mid- to low-single-digit growth until 2031, a step-up in growth as new interconnections are completed before moderating once again as the asset reaches full maturity. The traffic assumptions are underpinned by an updated traffic study performed in October 2025 provided by an independent expert. The 2026 tariff increased by 1.50%, in line with inflation, returning to ordinary indexation following the exceptional adjustment implemented in 2024. While timing remains uncertain, Morningstar DBRS' assumptions prudently exclude near-term upside, embedding tariff normalization only after formal approvals are obtained. Operating costs are expected to grow at a slower pace than revenues, benefitting from fixed-price components with the operating and maintenance (O&M) arrangement, resulting in gradual improvement in EBITDA margins. Based on budgeted cash flows and available liquidity, Brebemi expects to be able to cover its financial needs and make distributions to its shareholders. FINANCIAL OUTLOOK Management expects the December 2026 DSCR to be 1.38 times (x) and the December 2027 DSCR to be 1.41x, a slight regression from the previous annual review. The Morningstar DBRS base case considers traffic growth in line with management expectations and supported by an updated traffic projections capturing the delay in the interconnections that will mildly delay some additional traffic growth. However, Morningstar DBRS holds a more conservative stance on short-term tariff increases, opting for a 2.00% increase in 2027 while maintaining long-term tariff adjustments consistent with management's expectation of 5.45% per annum. The minimum DSCR under the Morningstar DBRS base case is 1.34x occurring in December 2027 and expects the DSCR to remain around 1.40x until 2029. CREDIT RATING RATIONALE Brebemi's ratings are supported by (1) the strong economic fundamentals of the service area, (2) a supportive contractual and regulatory framework, (3) low service complexity and performance standard risk, and (4) an experienced management team. Conversely, Brebemi's ratings are constrained by (1) traffic volume forecasting risk, (2) regulatory risk temporarily impeding tariff increases and (3) weak revenue breakeven resilience. Comprehensive Business Risk Assessment (CBRA): bbb/bbb (low) The CBRA of Brebemi at bbb/bbb (low) reflects a balanced risk profile with both strengths and challenges. The credit ratings are supported by the strong economic fundamentals of the Lombardy region, an overall adequate contractual and regulatory framework including rebalancing features, and relatively low O&M complexity under an experienced management team. The main constraint is the limited visibility and regulatory constraints around tariff adjustments, which heighten revenue uncertainty for this volume-based toll road, alongside traffic risk, limited revenue breakeven resilience, and residual uncertainty around the level and timing of the termination payment. These factors are reflected through a negative adjustment of 1 notch to the underlying business risk profile, capturing the impact of regulatory complexity and tariff uncertainty. Comprehensive Financial Risk Assessment (CFRA): bb (high) Brebemi's CFRA at bb (high) reflects its strengthened financial profile supported by robust operating cash flows and solid liquidity. Under the Morningstar DBRS base case, credit metrics remain resilient, with a minimum DSCR of approximately 1.34x and a clear trajectory of improvement over the life of the concession agreement. However, the assessment is constrained by limited visibility on future tariff adjustments and ongoing regulatory uncertainty, which continue to weigh on revenue predictability despite otherwise solid fundamentals. These factors are reflected through a negative adjustment of 0.5 notch to the underlying financial risk profile as they may affect cash flow stability. Intrinsic Assessment (IA): bb (high) The baseline IA of "bb (high)" reflects the weighted average of the CBRA and CFRA on a 35/65 split. Additional Considerations: None The credit ratings include no further negative or positive adjustments. Notes: All figures are in euros unless otherwise noted. TIM SPA: S&P Upgrades LongTerm ICR to 'BB+', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on Italian telecom provider TIM SpA and its ratings on the group's senior unsecured debt to 'BB+' from 'BB'. S&P affirmed the short-term rating on TIM remained at 'B'. The stable outlook reflects S&P's expectation that TIM will continue focusing on improving its domestic customer business in line with our expectations, demonstrated by a stabilization in its customer base and further improvements in average revenue per user (ARPU), while maintaining robust trading in Brazil and its enterprise segment. This, along with its commitment to deleveraging, should lead to adjusted leverage around 3.0x in 2026-2027, and FOCF to debt strengthening to about 8% during the same period. TIM has demonstrated improved cash flow generation and leverage, meeting its guidance for two consecutive years after the Netco separation. Consequently, S&P Global Ratings-adjusted net debt to EBITDA reached 3.5x and free operating cash flow (FOCF) to debt 5% in 2025. S&P said, "Although the Italian telecom market remains competitive, we note a more rationalized competitive landscape. Supported by robust performance in the enterprise segment and Brazil, we expect TIM to achieve sustained earnings growth and strong cash flow generation, with our adjusted leverage projected to fall to 3.0x and FOCF to debt to reach approximately 8.0% over 2026-2027." This strengthened credit profile, coupled with a commitment to deleveraging, provides TIM with a sufficient cushion to navigate potential competitive pressures in Italy. The upgrade reflects TIM's good track record of delivering on its guidance and further commitment in deleveraging. Since the mid-2024 Netco separation, TIM has delivered two consecutive years of improved leverage and cash flow generation. In 2025, S&P Global Ratings-adjusted revenue grew by 2.8% year on year, driven primarily by robust performance in Brazil and the domestic enterprise segment. While domestic subscriber trends remain a headwind, recent ARPU improvements, disciplined cost management, and prudent capital expenditure (capex) drove free cash flow to EUR700 million in 2025 (up from approximately EUR600 million in 2024). S&P said, "Although first-quarter 2026 performance was affected by a timing mismatch regarding the Poste Italiane mobile virtual network operator contribution, we anticipate meaningful credit metric improvements through 2026-2027. This is supported by the realization of the domestic transformation plan, Sparkle disposal proceeds, and potential litigation windfalls. Consequently, we forecast S&P Global Ratings-adjusted leverage to trend toward 3.0x, with FOCF to debt rising toward 8% in 2026-2027." S&P said, "We expect TIM to demonstrate sustained earnings improvement and robust FOCF generation. While the Italian market remains competitive with four mobile network operators active in both the mobile and fixed segments, we believe the heightened intensity observed during Iliad's 2018 market entry is unlikely to recur." This view is supported by a recent shift toward more rational pricing among key players--including TIM, WindTre, and the Fastweb-Vodafone entity--particularly following consolidation between Fastweb and Vodafone in 2024. Furthermore, further decline in mobile number portability, which fell to 6.7 million in 2025 (versus 7.7 million in 2024) from a 2019 peak of 12.4 million, suggests a trend toward stabilizing subscriber landscape and reduced churn volatility. S&P said, "We project steady revenue growth over the forecast period, driven by moderate ARPU expansion (via bundling and premium tiers) and strong performance in Brazil and the enterprise segment, despite potential headwinds in the Brazilian real exchange rate from 2027. While we anticipate domestic subscriber bases will stabilize in 2027 following a decline in 2026, organic revenue is expected to grow by 1%-3%. We forecast S&P Global Ratings-adjusted EBITDA margin to expand further thanks to cost discipline and the ongoing transformation plan, reaching 32% in 2026-2027. Furthermore, with capex intensity remaining controlled below 14%, we expect our adjusted FOCF to strengthen to EUR920 million-EUR980 million over the 2026-2027 period. "TIM has built a deleveraging track record over the past couple of years and we expect the company will remain prudent with its capital allocation. TIM has established a strong deleveraging track record, meeting its leverage targets in both 2024 and 2025, despite delays in receiving Sparkle disposal proceeds, which are now expected within the current year. Furthermore, we now believe the EUR1 billion in cash proceeds from licensing fee litigation is likely to be received with the recent court ruling in favor of TIM. We assume the cash proceeds will be received this year." TIM has recently shifted its focus toward shareholder remuneration, including a EUR350 million share buyback and estimated about EUR700 million in premium payments for the conversion of savings shares to ordinary shares in 2026, and a new dividend policy targeting 70% of equity free cash flow after TIM Brazil minorities' dividend distribution. S&P said, "But TIM remains committed to further reducing its balance sheet leverage to 1.7x (per company definition) from below 1.9x in 2025, and, given its recent performance, we are confident in its ability to balance shareholder returns with disciplined capital management. Our adjustments have typically added about 1.5x to the company's reported leverage, reflecting S&P Global Ratings-adjusted leverage of 3.2x, a level commensurate with a 'BB+' rating." S&P said, "The stable outlook reflects our expectation that TIM will continue focusing on improving its domestic customer business in line with our expectations, demonstrated by a stabilization in its customer base and further improvements in ARPU, while maintaining robust trading in Brazil and enterprise segment. This, along with its commitment to deleveraging, should lead to adjusted leverage at around 3.0x in 2026-2027 and FOCF to debt strengthening to about 8% during the same period. "We could lower our rating on TIM if it failed to grow its EBITDA and FOCF after leases in line with our base case, such that S&P Global Ratings-adjusted debt to EBITDA increased above 3.5x on sustainable basis. This could happen if TIM failed to decrease its churn or if ARPU came under pressure in the domestic market, or if the Brazilian real lost material value against the euro or if enterprise segment grew significantly below our expectation." Additionally, this could also occur if management took a more aggressive approach to shareholder remuneration. S&P could raise its rating if TIM achieves sustained leverage below 3.0x and FOCF to debt above 10%, alongside a likelihood the Italian market would foster higher-quality cash flow generation. =================== L U X E M B O U R G =================== CURIUM BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Curium Bidco S.a.r.l.'s Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed its senior secured term loan B (TLB) at 'B+', with a Recovery Rating of 'RR3'. The rating reflects a smaller scale than higher-rated peers', limited diversification by product, and still volatile free cash flow (FCF) generation as the company invests in the launches of its next generation products. Rating strengths are a leading market position in a niche industry of nuclear medicine, adequate leverage and sustainably healthy EBITDA margins. The Stable Outlook reflects its expectation of sustainable revenue generation, supported by resilient demand, healthy EBITDA and a turnaround in FCF. Fitch expects leverage to be about 5.0x for the next two years, with comfortable headroom at the 'B' rating, as capex normalises and in the absence of large M&A. Key Rating Drivers Business Plan Execution Underpins Growth: Curium has continued to grow solidly through the organic development of its pipeline, which has launched five products successfully in the past five years, including Detectnet and Pylclari, continued to support mid-to-high single-digit growth in 2026. Fitch expects the company to maintain its growth momentum until 2029, supported by solid demand across all business lines, accelerated also by the expected launch of new products over the next two years. Execution risks are meaningful, as its next generation of products targets new segments within nuclear medicine, but mitigation strategies are in place, such as sourcing raw materials from Monrol, which Curium acquired last year. Fitch assumes only negligible contribution from one new product launch planned in 2H26; two other products are still in clinical stages, with planned launches in late 2027 or early 2028. Healthy Profitability: Curium's Fitch-defined EBITDA margins remained healthy at an average of 28% in 2025, which is comparable with peers. Fitch expects minor fluctuations of the margin in 2026, due mainly to inflationary pressure, while the company's new biopharma team will slightly increase expenses. Nevertheless, Fitch expects the company to maintain its high EBITDA margins over 2026-2029, supporting its deleveraging capacity and improving FCF generation. Volatile FCF: Curium's FCF margin remained negative in 2025, due to ongoing capex and high interest expenses. Fitch expects the company to continue investing in production capacity and product development, with capex of about EUR140 million a year in 2026 and 2027, which will lead to negative FCF margins in 2026 and marginally positive FCF margin in 2027. Fitch forecasts FCF to reach sustainably positive levels from 2028, as capex normalises and new products are launched and ramped up, supporting EBITDA in the medium-to-long term. Adequate Leverage: Fitch-defined EBITDA leverage was 5.1x at end-2025, which Fitch expects to continue for 2026, as Curium focuses on internal development of products instead of debt reduction. Fitch forecasts gradual deleveraging as EBITDA generation improves, capex is gradually reduced and in the absence of large, debt-funded acquisitions. Fitch also monitors the cash flow from operations (CFO) less capex/debt ratio, due to the significant investments in product development projects, which Fitch capitalises in its analysis. Fitch forecasts the ratio to remain broadly neutral over the next two years, aligned with the 'B' rating as the group implements its organic growth strategy. Capital Allocation Key to Rating: Its rating case assumes financial discipline and conservative capital allocation with no dividends or large debt-funded acquisitions until 2029. Fitch assumes annual bolt-on acquisitions of EUR15 million to 2029, and EUR22 million payment from the Monrol acquisition in 2026. Any large transformative acquisition would be an event risk, which Fitch will review for its impact on the company's credit profile. Protected Niche Market Positions: Curium's strong market position in nuclear medicine is supported by its industry-leading geographical footprint and product range. Its vertical integration allows control over sourcing of radioactive substances to the distribution of products, underpinning a robust business model. High Barriers to Entry: The nuclear medicine industry has high barriers to entry, as strict regulatory approvals are required from nuclear and medical agencies, as well as clearance at customs authorities for transportation. The company's vertical integration, further supported by the Monrol acquisition in 2025, poses additional barriers to entry. Peer Analysis Fitch rates Curium using its Medical Devices, Diagnostics and Products Navigator. Its rating is constrained by its small scale and concentrated products portfolio compared with higher rated peers like Boston Scientific Corporation (A-/Positive) and Royal Philips (BBB+/Stable). Investment-grade peers also have a much stronger leverage profile. Curium compares well with leveraged finance medical devices and products companies, such as LGC Science Group Holdings Limited (B/Stable) and Limpio BidCo GmbH (Schuelke; B+/Stable). Curium has similarly strong EBITDA margins with Schuelke and LGC, but a less diversified product range versus LGC. Curium is larger in scale versus Schuelke but has weaker FCF margins due to ongoing investments into new products. Fitch also compares Curium with other high-yield companies from the broader pharmaceutical industry. Financiere Top Mendel SAS (Ceva Sante; B+/Stable) is larger in scale versus Curium and reports similar EBITDA margins and leverage metrics. Ceva also operates in the niche industry of pharmaceuticals for animals with limited execution risk to its business strategy. Other similarly rated peers, like ADVANZ Pharma HoldCo Limited (B/Negative) and CHEPLAPHARM Arzneimittel GmbH (B/Stable), have asset-light business models that focus on lifecycle management of intellectual property rights of niche pharmaceutical drugs. Their FCF margins are better than Curium's while their leverage metrics are weaker. Nidda BondCo GmbH (B/Stable) is much larger in scale, has stronger FCF margins while its leverage is weaker versus Curium. Fitch's Key Rating-Case Assumptions - High single-digit revenue growth in 2026-2027, supported by the launch of new products. Mid-single digit revenue growth in 2028-2029 - EBITDA margins of about 28% in 2026-2029 - Annual working capital outflow of EUR25 million-40 million - Capex about EUR125 million-140 million a year - Bolt-on acquisitions of about EUR15 million a year in 2026-2029, after higher acquisition spending in 2025 on Monrol, for which Fitch also forecasts a EUR22 million payment in 2026 - No dividend distributions Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb', Moderate), sector characteristics ('bbb-', Lower), market and competitive positioning ('bb', Higher), diversification and asset quality ('b+', Moderate), company operational characteristics ('bbb', Moderate), profitability ('b', Higher), financial structure ('ccc', 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 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 Curium would be considered a going concern in bankruptcy and reorganised rather than liquidated. This is driven by the company's leading market positions and solid demand for the company's products. - Fitch assumes a 10% administrative claim. - Fitch estimates a going concern EBITDA of EUR170 million. This reflects severe operational or regulatory challenges and corrective measures taken in a reorganisation to offset the adverse conditions that trigger a default. - Fitch uses a 6.0x EBITDA multiple to calculate a post-reorganisation enterprise valuation. This multiple reflects strong infrastructure capabilities, leading market positions and expected sound FCF generation. - Fitch assumes the company's multi-currency revolving credit facility (RCF) of EUR230 million is fully drawn in a restructuring, ranking equally with the rest of the senior secured TLBs. - Its principal waterfall analysis generates a ranked recovery rating of 'RR3'. This leads to a 'B+' rating for the senior secured loans comprising EUR1.5 billion-equivalent TLBs and the RCF. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margin failing to remain above 25% after the launch of new products - EBITDA leverage consistently above 6.5x and negative (CFO less capex)/debt for an extended period - Neutral to mildly positive FCF margins, reflecting limited organic deleveraging capacity - Loss of regulatory approval relating to the handling/processing of nuclear substances or key products in core markets (the US and the EU) Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Maintenance of a financial policy driving EBITDA leverage well below 5.0x and (CFO less capex)/debt above 2.5% on a sustained basis - Better product and geographical diversification, reflecting successful operational integration of acquisitions - Enhanced profitability from improved scale and pricing power, with FCF margins sustainably above the mid-single digits Liquidity and Debt Structure Curium reported Fitch-defined readily available cash of EUR27 million at end-2025, after adjustment for restricted cash of EUR10 million. It will be sufficient to cover expected negative FCF generation of about EUR20 million. The company has no major upcoming debt repayment maturities. Short-term debt was represented by factoring use of about EUR73 million at end-2025. As of end-March 2026, Curium's EUR230 million RCF due February 2031 was undrawn, providing additional liquidity support. Funding sources are concentrated and consist of EUR1.5 million-equivalent TLBs due August 2031. Issuer Profile Curium is an industry leader in the production of nuclear medicine. Summary of Financial Adjustments Fitch has reclassified certain R&D expenses related to specific new products approaching the commercial feasibility stage as capex from EBITDA. This is to align these strategic investments with their expected long-term contribution to the company's revenue and earnings. Unspecified early-stage R&D projects continue to be treated as opex. 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 Curium. ESG Considerations Curium is exposed to the production and transportation of radioactive materials, which are central to its operations, as underlined by an ESG Relevance Score of '4' for waste and hazardous materials management. Production of radioactive material leads to contamination of its production sites, so Curium is obliged to fully decommission and decontaminate sites when they are no longer in use. In addition, Curium is dependent on nuclear energy generation, as it uses by-products whose price and availability are correlated with nuclear activity. This has a negative impact on its credit profile and is relevant to its 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Curium BidCo S.a r.l. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ ECARAT DE SA: DBRS Gives (P)B(high) Rating on Class F Notes ----------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) assigned provisional credit ratings to the following classes of notes (collectively, the Rated Notes) to be issued by ECARAT DE S.A. acting on behalf and for the account of its compartment lease 2026-1 (the Issuer): -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (low) (sf) -- Class C Notes at (P) A (sf) -- Class D Notes at (P) BBB (high) (sf) -- Class E Notes at (P) BB (high) (sf) -- Class F Notes at (P) B (high) (sf) Morningstar DBRS did not assign a provisional credit rating to the Class G Notes (together with the Rated Notes, the Notes) also expected to be issued in the transaction. The Issuer is a public limited company (société anonyme) incorporated under the laws of Luxemburg that acts as a special-purpose entity for issuing asset-backed securities. The Notes are backed by a portfolio of fixed-rate receivables related to German auto leases granted by Stellantis Bank S.A., German Branch (Stellantis Bank or the Seller), which will also act as the initial servicer for the transaction. The underlying portfolio comprises two distinct types of agreements, kilometer (KM) leases and Restwert (RW) leases. KM leases expose the Issuer to market risk associated with the leases' estimated residual value (RV) at maturity. CREDIT RATING RATIONALE Morningstar DBRS based its provisional credit ratings on the following analytical considerations: -- The transaction's structure, including the form and sufficiency of the available credit enhancement to withstand stressed cash flow assumptions and repay the Issuer's financial obligations according to the terms under which the Rated Notes are expected to be issued; -- The credit quality of Stellantis Bank's provisional portfolio, the characteristics of the collateral, its historical performance, and Morningstar DBRS-projected behaviour under various stress scenarios; -- Stellantis Bank 's capabilities with respect to originations, underwriting, servicing, and its position in the market and financial strength; -- The operational risk review of Stellantis Bank, which Morningstar DBRS deems to be an acceptable Servicer; -- The transaction parties' financial strength with regard to their respective roles; -- The expected consistency of the transaction's structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions"; and -- Morningstar DBRS' sovereign credit rating on the Federal Republic of Germany, currently at AAA with a Stable trend. TRANSACTION STRUCTURE The transaction includes a 12-month revolving period during which the Issuer will purchase additional collateral. During this period, the transaction will be subject to receivables eligibility criteria and concentration limits designed to limit the potential deterioration of the portfolio quality with which the Issuer will have to comply. The transaction incorporates a separate interest and principal waterfall that facilitates the distribution of the available distribution amount. The Notes amortise pro rata until a sequential redemption event occurs, at which point the amortisation of the Notes becomes fully sequential. Sequential redemption events include, among others, the breach of performance-related triggers, a shortfall related to the liquidity reserve required amount, or the Seller not exercising the call option. The Seller will fund a cash reserve account equal to 1.3% of the Class A Notes to Class D Notes' initial balance on the closing date that will amortise to a level equal to 1.3% of the Class A Notes to the Class D Notes' outstanding balance with a floor of 0.5% of the Class A Notes to Class D Notes' initial balance at closing. The reserve is only available to the Issuer in restricted scenarios where the interest and principal collections are not sufficient to cover senior expenses, swap payments, and interest on the Class A Notes and, if not deferred, interest on the Class B Notes, the Class C Notes, and the Class D Notes. Principal available funds may be used to cover senior expenses, swap payments, and interest shortfalls on the Notes in certain scenarios that would be recorded in the transaction's principal deficiency ledger (PDL) in addition to the defaulted receivables. The transaction includes a mechanism to capture the excess available revenue amount to cure PDL debits and interest deferral triggers on the subordinated classes of Rated Notes, conditional on the PDL debit amounts and seniority of the Rated Notes. All underlying contracts are fixed rate, while the Rated Notes are indexed to one-month Euribor. Interest rate risk for the Notes is expected to be mitigated through interest rate swaps. COUNTERPARTIES BNP Paribas SA, Germany Branch (BNPP Germany) has been appointed as the Issuer's account bank for the transaction. Morningstar DBRS has a Long-Term Issuer Rating of AA (low) with a Stable trend on BNP Paribas SA (BNPP) and privately rates BNPP Germany. Morningstar DBRS concluded that BNPP Germany meets the criteria to act in such capacity. The transaction documents are expected to contain downgrade provisions relating to the account bank consistent with Morningstar DBRS' criteria. BNPP has been appointed as the swap counterparty for the transaction. Morningstar DBRS' public Long Term Critical Obligations Rating on BNPP is AA (high) with a Stable trend, which meets the criteria to act in such capacity. The hedging documents are expected to contain downgrade provisions consistent with Morningstar DBRS' criteria. Morningstar DBRS' credit ratings on the Rated Notes addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations of the Rated Notes are the related interest and principal payments. Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. MOBILUX GROUP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Mobilux Group SCA's Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also affirmed Mobilux Finance S.A.S.'s EUR250 million and EUR500 million senior secured notes at 'BB-' with a Recovery Rating of 'RR3'. The IDR reflects its expectation of lower EBITDA and weaker fixed charge coverage in FY26 (year-end June) due to low demand and stiff competition in France. This is balanced by Mobilux's ability to maintain credit metrics within rating sensitivities despite the difficult operating environment. The company continues to realise synergies from an enlarged scale following the combination of BUT and Conforama and to benefit from a business model that combines owned and franchised stores. This has strengthened its competitive advantage against many struggling competitors. The rating assumes sustained free cash flow (FCF) generation of at least EUR40 million annually and stable leverage at 3.6x-3.7x over FY26-FY27, providing adequate headroom and underpinning the Stable Outlook. Key Rating Drivers Resilient Performance in Difficult Market: Mobilux's business model has proven resilient despite the continuing decline of the French furniture market since mid-2023 and price deflation in 2025. The group only lost small market shares to kitchen specialists while most of its direct competitors (multi-specialists) suffered more materially. It also managed to contain EBITDA erosion despite its smaller scale. Revenue fell 3.2% in FY25 and 3.8% over 9MFY26. Fitch anticipates an up to 11% EBITDA contraction and a modest 50bp erosion in its EBITDA margin to 5.6% in FY26 (FY25: 6.1%). Remaining cost synergies of EUR20 million, which are in the process of being delivered in FY26, provide a cushion to lower sales volumes. Fitch anticipates Mobilux will continue to manage its costs efficiently, which should help limit margin erosion and could lift EBITDA margins towards 6% by FY29. Prospects for a decisive recovery of demand are uncertain, but the ECB's lowering of eurozone interest rates started in 2025 has supported a resumption of housing starts and a pick-up in private borrowing, which should support demand for furniture. Weak Fixed Charge; Adequate Leverage: Fitch expects fixed charge cover to remain weak at 1.7x. This is mitigated by its expectation of EBITDAR adjusted gross leverage at a conservative 3.7x for FY26. This is mildly up from FY25's 3.4x amid weak consumer sentiment and market uncertainties, but it retains comfortable headroom against its 4.5x negative trigger. Fitch expects it to mildly improve to 3.6x by FY27, driven by synergies and market stabilisation. Fitch now treats as equity its preferred equity certificates (PECs), which were issued in June 2024 and had an outstanding amount of EUR96 million as of FYE25, following new information about their maturity being in June 2054, which is beyond the maturity of all its senior debt, and due to their subordination ranking. Conforama Integration Boosts Market Position: The combination of BUT with Conforama in 2024 has doubled the size of Mobilux, making it the second-largest furniture retailer in France, with a market share close to that of the market leader, IKEA. The combined entity had sales of EUR3.5 billion in FY25, compared with BUT's EUR2.1 billion alone, and continues to yield cost synergies in support functions and procurement. Management intends to keep the two brands commercially separate. Cost Management to Defend Margins: The combined entity has identified measures to improve profitability at Conforama to match BUT's, by optimising costs through logistic and supply-chain efficiencies, harmonising IT and mutualisation of after-sales and long-term warranties across the two formats. Both entities are part of the GIGA France purchasing group and benefit from procurement activities in Asia by BSL, Mobilux's purchasing and supply-chain platform for furniture, which helps optimise procurement and secure better purchasing conditions with some synergies with XXX Lutz, the second largest pan-European furniture company that owns 50% of Mobilux. Positive FCF Despite Higher Capex: Fitch expects a reversal of the working capital outflow of EUR52 million in FY25 due to the integration of the supply chain to support strong FCF generation of close to EUR100 million in FY26. Fitch then expects FCF margin to remain positive in the low single digits, supporting Mobilux's rating, despite its capex (at 2.5% of revenue) on renovating stores, in particular those in the previously under-invested Conforama estate. Positive FCF will add to an already large cash balance of EUR255 million at FYE25 (after Fitch's restricted cash of EUR50 million). Fitch assumes it will be partly used to repay the PECs in FY29. Strong Business Profile: The combined group has two banners, both benefitting from strong brand awareness across France, and has achieved an even more extensive network of stores in the country and cost synergies. Mobilux offers a wide range of products, from furniture, kitchens and appliances to home decoration. The broad offering meets the needs of diverse clients at affordable prices. The group's extensive discount policy, especially at Conforama, enhances its appeal to shoppers. These strengths are important in a shrinking market hit by discounting and should benefit Mobilux as some competitors fail and may exit the market. Diverse Store Formats; Nationwide Coverage: The group benefits from a mix of owned and franchised stores, as well as diverse store sizes. It actively manages its franchisees by either acquiring sub-optimal ones, such as the Morin acquisition, or identifying new ones that may enable it to expand further in the country with a limited capital outlay. Peer Analysis Mobilux's closest peer is Maxeda DIY Holding B.V. (CCC+), a Dutch and Belgian retailer. Both companies have similar market-leading positions in concentrated geographies and exposure to home-improvement related spending, which had peaked after the pandemic, before declining in an unfavourable macroeconomic environment. Both companies generate broadly similar EBITDAR margins, but Mobilux has larger scale, particularly after its merger with Conforama, healthier FCF margins and scope for cost synergies. Maxeda's mildly higher EBITDAR leverage of 4.3x forecast for FY27 (year-end January), weaker fixed charge cover after a Distressed Debt Exchange in April 2026, higher execution risks and lower liquidity are reflected in its three-notch rating differential with Mobilux. Mobilux has weaker profitability and higher leverage than larger peers, such as European DIY retailer Kingfisher plc (BBB/Stable). Mobilux is rated two notches above The Very Group Limited (B-/Stable). The UK-based pure online retailer is about one third smaller in revenue than Mobilux but has a higher EBITDA margin and Fitch expects it to have a broadly similar FCF margin of about 1%. The Very Group's EBITDAR gross leverage remains high, at above 7x, while its EBITDAR fixed charge cover is only mildly weaker, at 1.5x-1.6x, despite its cash flow not being burdened by lease charges. Fitch’s Key Rating-Case Assumptions - Revenue down 4% in FY26, before stabilising in FY27 and growing marginally to FY29 - Fitch-adjusted EBITDA margin on average at 5.8% in FY26-FY29 - Working-capital normalisation in FY26, followed by an outflow of 0.3% a year to FY29 - Capex at 2.5% of revenue from FY26 onwards - No dividend distribution to shareholders over the next four years but redemption of PECs in FY29 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb', Lower), sector characteristics ('bb', Moderate), market and competitive positioning ('bb', Moderate), diversification and asset quality ('bb-', Higher), company operational characteristics ('bb+', Lower), profitability ('bb', Moderate), financial structure ('bb+', Moderate), and financial flexibility ('b', Higher). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year FY25, 40% for the forecast year FY26 and 40% for the forecast year FY27. 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 'a+' 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 Key Recovery Assumptions Fitch assumed Mobilux would be considered a going concern in bankruptcy and that it would be reorganised rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. Its bespoke going-concern recovery analysis estimated post-restructuring EBITDA available to creditors at the combined entity, after corrective measures, of about EUR145 million. Fitch applied a 5.5x multiple to the going-concern EBITDA to derive the enterprise valuation, compared with the 5.0x used for BUT. The higher multiple reflects the larger size and better market position of the combined entity. Based on the debt waterfall, Fitch treated other debt as priority (EUR1 million) and its revolving credit facility of EUR210 million as super senior to its senior secured debt. After deducting 10% for administrative claims, its analysis generated a ranked recovery for the senior secured notes in the 'RR3' band, indicating a 'BB-' instrument rating, one notch above the IDR. The senior secured notes rank equally among themselves. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to maintain EBITDAR gross leverage below 4.5x on a sustained basis - Sharp deterioration in revenue and profitability, reflecting, for example, an increasingly competitive operating environment that translates into an EBITDAR margin consistently below 10% - EBITDAR fixed charge coverage below 2.0x on a sustained basis - FCF margin trending towards neutral - Tightening liquidity due to material operational underperformance or large distributions to shareholders increasing leverage Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Wider geographic diversification leading to higher EBITDAR of at least EUR500 million - Commitment to a financial policy that is conducive to EBITDAR gross leverage remaining below 3.0x - FCF margin above 3% on a sustained basis - EBITDAR margin improving towards 13.5% - EBITDAR fixed charge coverage consistently above 2.5x Liquidity and Debt Structure Mobilux had EUR380 million (excluding Fitch-restricted cash of EUR50 million) cash on its balance sheet at end-March 2026. This, together with its fully undrawn EUR210 million revolving credit facility, is sufficient to cover short-term liquidity needs, and alongside expected slightly positive FCF margins, supports comfortable overall liquidity. Mobilux has no material debt maturities until 2028, when its euro-denominated senior secured notes come due. Issuer Profile BUT and Conforama are France-based retailers for furniture, decoration and electrical white and brown goods. 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 Mobilux. 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 ----------- ------ -------- ----- Mobilux Group SCA LT IDR B+ Affirmed B+ Mobilux Finance S.A.S. senior secured LT BB- Affirmed RR3 BB- ===================== N E T H E R L A N D S ===================== SIGMA HOLDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Sigma Holdco BV's (Flora Food Group) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook, senior subordinated debt at 'CCC+' and senior secured debt at 'B+'. The Recovery Ratings of the subordinated and secured debt are 'RR6' and 'RR3', respectively. The IDR reflects very high leverage, weak trading and increased competition from low butter prices. These factors are balanced by a moderately strong business profile, high EBITDA margins, positive free cash flow (FCF) and sound liquidity supported by proactive capital structure management. The Stable Outlook reflects its view that the weaker near-term performance is partly driven by macroeconomic and FX impact, while FCF and liquidity are expected to remain healthy. However, leverage remains above its negative sensitivity, and Fitch estimates the announced disposal of the LatAm portfolio is unlikely to provide meaningful deleveraging. Rating headroom is exhausted and vulnerable to weaker earnings, higher debt or a more aggressive financial policy. Key Rating Drivers High Leverage; Exhausted Headroom: Fitch expects Flora Food Group's leverage to increase to 7.7x in 2026 and be at 7.5x in 2027 (2025: 7.6x), as persistently weak revenue and pressure in the core margarine category limit organic deleveraging. Its announced disposal of the LatAm business should support debt reduction, but the related EBITDA loss is likely to leave leverage broadly unchanged. This leaves the rating with no headroom to absorb any operating underperformance. Muted Trading Performance: Fitch assumes only low-single-digit revenue growth in 2026-2028 and a small single-digit decline in reported revenue in 2026 due to FX pressure. Volumes fell 3.5% in 1Q26, while higher pricing offset weaker demand. Flora Food Group's mature spreads category in many markets, the still moderate share of faster-growing plant-based products, which Fitch estimates at about 25% of group sales, and intensified competition from low butter prices narrow the price gap with margarine and limit the group's pricing flexibility. Resilient EBITDA Margin: Fitch estimates limited pressure on EBITDA margin in 2026 despite weak trading and gross margin pressure from higher vegetable oil costs, logistics and packaging expenses due to the Iran conflict. Overheads savings and efficiency measures will help partly offset these pressures. Fitch assumes EBITDA margins will remain about 25% in 2026-2028, supported by cost actions, although high marketing and promotion spending and limited pricing flexibility are likely to constrain upside. Robust FCF: Fitch expects FCF margins to be in the low- to mid-single digit margins, following temporary weakening in 2025. FCF improvement will be driven by its assumptions of moderating cash interest payments after recent refinancing transactions, stabilised working capital requirement and limited additional capex needs. Non-operating cash costs remained at about EUR65 million in 2025, but given their recurrent nature, Fitch treats EUR30 million as ongoing business reorganisation costs in its forecast. Global Spreads Category Leader: Flora Food Group's rating is supported by its leading position in the global plant-based spread market, with major shares in countries that widely consume the products. Sales are more than 3x those of the next largest company in Flora Food Group's broader market for butter and spreads. The rating also considers Flora Food Group's leading market shares in other high-growth plant-based food categories, ensuring long-term revenue resilience. Peer Analysis Flora Food Group generates a much higher FCF margin than most packaged food companies with comparable revenue, due to higher-than-average EBITDA margins and low capex needs. Platform Bidco Limited (Valeo Foods; B-/Stable) is rated one notch lower, which reflects its smaller scale, lower operating margin, less globally recognised brands and higher leverage. Nomad Foods Limited (BB/Stable) has a higher rating, despite its limited geographical diversification and smaller business scale. The rating differential is due to Nomad's considerably lower leverage, and less challenging demand fundamentals for frozen food than for spreads. Premier Foods plc (BB+/Stable), one of the UK's largest packaged food businesses, also has a higher rating than Flora Food Group, which is due to its much lower EBITDA gross leverage of below 2.0x. This is balanced by Premier Foods' smaller scale, lower geographical diversification and weaker EBITDA margins. Fitch’s Key Rating-Case Assumptions - Annual organic revenue growth in the low single digits over 2026-2029 - EBITDA margin at 25.3% in 2026-2029 - Capex at about EUR120 million in 2026 (4% of sales) and 3.2% of revenue a year to 2029 - No M&A or dividends Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb', Moderate), sector characteristics ('bb-', Moderate), market and competitive positioning ('bbb-', Moderate), diversification and asset quality ('bb', Higher), company operational characteristics ('bbb-', Lower), profitability ('a-', Lower), financial structure ('b-', Higher), and financial flexibility ('b+', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch. The Governance assessment of 'good' has no impact. The Operating Environment assessment of 'a' 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 Key Recovery Rating Assumptions The recovery analysis assumes that Flora Food Group would remain a going concern in restructuring and that it would be reorganised rather than liquidated. Fitch assumes a 10% administrative claim in the recovery analysis. Ftch estimates a sustainable, post-reorganisation EBITDA of EUR560 million, on which Fitch bases the enterprise value. Fitch also assumes a distressed multiple of 6.0x, reflecting Flora Food Group's large size, leading market position and high inherent profitability compared with sector peers'. Fitch assumes its EUR725 million revolving credit facility would be fully drawn in a restructuring. Its waterfall analysis generates a ranked recovery for its term loan B and senior secured notes creditors in the 'RR3' band, indicating a 'B+' instrument rating, one notch above the IDR. Its analysis for the senior unsecured notes generates a ranked recovery in the 'RR6' band, indicating a 'CCC+' rating based on current metrics and assumptions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to implement the product development strategy, resulting in a continued organic decline in sales and structural deterioration of EBITDA margins to below 20% - EBITDA leverage above 7.5x for a sustained period - Inability to generate positive FCF margins in the mid-single digits, due to operational challenges, higher-than-expected restructuring charges or unfavourable changes in working capital - EBITDA interest coverage below 2.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of the corporate strategy, resulting in EBITDA increasing towards EUR900 million - Steady profitability, with FCF margins in the mid-single digits, on a sustained basis - EBITDA leverage declining towards 6.0x Liquidity and Debt Structure Flora Food Group had EUR237 million cash at end-March 2026 and access to a EUR725 million revolving credit facility (EUR444 million drawn as of March 2026). Liquidity is supported by its projection of strong positive FCF. It also has access to a factoring line, of which EUR116 million was used at end-2025. In 2025, Flora Food Group successfully extended its revolving credit facility and repaid its zloty-denominated term loan. In 1Q26, it completed an amend-and-extend of its remaining term loan B agreements, extending their maturities to 2030, and also refinanced senior facilities using proceeds from EUR500 million of new senior secured notes issued in February 2026. Issuer Profile Flora Food Group is the world's largest multi-category plant-based food company, offering consumers a wide range of plant-based and dairy blend products, including spreads and butter, in more than 100 countries. 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 Flora Food Group. 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 ----------- ------ -------- ----- Flora Food Management US Corp senior secured LT B+ Affirmed RR3 B+ Flora Food Management B.V. senior secured LT B+ Affirmed RR3 B+ Sigma Holdco BV LT IDR B Affirmed B subordinated LT CCC+ Affirmed RR6 CCC+ VERSUNI GROUP: S&P Affirms 'B' ICR Following Full Debt Refinancing ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' long-term issuer credit rating on Versuni Group B.V. and its 'B' issue rating on the group's proposed debt instruments. The '3' recovery rating on the debt is unchanged, but S&P revised its recovery expectation on the debt to 55% from 50% in the event of default. The stable outlook reflects S&P's view that Versuni's operating performance will remain robust, supported by resilient demand for small domestic appliances, such that adjusted debt to EBITDA reaches 6.5x and FOCF is solidly positive. Versuni Group B.V., a Netherlands-based domestic appliances company, is refinancing its senior secured debt (a EUR1.025 billion term loan B [TLB], a EUR250 million revolving credit facility [RCF], and EUR650 million in senior notes), extending debt maturities to 2033. S&P said, "In 2025, Versuni underperformed our base-case projections, with adjusted debt to EBITDA at 7.4x (versus an expected 6.4x) due to weaker-than-expected EBITDA of EUR256 million, due to higher-than-expected nonrecurring costs. Free operating cash flow (FOCF) was solid at EUR147 million. "For 2026, we see resilient demand for Versuni's products with strong ability to maintain sizable FOCF base of approximately EUR100 million annually. We forecast adjusted debt leverage decreasing to about 6.5x and adjusted EBITDA of EUR300 million, the latter benefiting from a sharp reduction in nonrecurring expense and cost efficiencies. "We think the proposed debt refinancing will improve the debt maturity profile and allow the group to focus on deleveraging in 2026-2027.The company is seeking to refinance its existing senior secured debt instruments, comprising a EUR1.025 billion TLB, a EUR250 million RCF, and EUR650 million in notes which were due from December 2027-June 2028. We understand Versuni will issue like-for-like new debt instruments with the new TLB alongside other senior secured debt maturing in June 2033 and the new RCF in December 2032, which will be upsized to align with business development. We also understand this transaction will not involve additional debt. Given the transaction's leverage-neutral nature and accounting for resilient business prospects, we project Versuni's credit metrics to improve such that adjusted debt leverage decreases to about 6.5x in 2026 (from 7.4x in 2025) and 5.5x-6.0x in 2027, with funds from operations (FFO) cash interest rising to 2.2x-2.3x (from 2.1x in 2025)." The group appears well funded for the next 12 months, with significant liquidity sources to fund the large intra-year working capital swings. S&P projects FOCF to remain solid, at EUR90 million-EUR100 million in 2026 (versus EUR147 million in 2025) and EUR110 million-EUR120 million in 2027. Versuni benefits from an asset-light model due to its outsourced manufacturing model, this limits capital expenditure to approximately 1.5%-2.0% annually. Despite the business's inherent high seasonality (fourth-quarter is by far the largest trading period due to Black Friday, Christmas, and end-of-year sales), volume growth prospects, and higher inventory costs from inflation, we expect limited working capital annual outflows of EUR25 million-EUR30 million in 2026 and 2027. The group aims to maintain this efficiency through inventory optimization and improved payables management. The company has built large cash balances of EUR333 million (at Dec. 31, 2025) and a EUR250 million fully undrawn RCF post-transaction, ensuring adequate funding of the large intra-year working capital requirements. S&P said, "We expect gradual EBITDA expansion in 2026 in 2027 from reduced nonrecurring expense and cost efficiency measures. We forecast Versuni's operating performance, coupled with cost-control actions, to support profitability and result in adjusted EBITDA of EUR300 million-EUR305 million (with an EBITDA margin of 9.0%-9.5%) in 2026 and EUR340 million-EUR345 million (9.5%-10.0%) in 2027. We expect profitability to be supported by a significant reduction in nonrecurring expense related to group restructuring and IT integration. We now expect exceptional costs to decline to EUR40 million in 2026, from EUR97 million in 2025, decreasing further by EUR25 million-EUR30 million in 2027. The group's operating performance will get a boost from ongoing cost-efficiency measures, with a focus on optimizing selling, general, and administrative expense. Although we expect inflationary pressure from logistics expense and commodities (mostly plastics) to hinder gross margins, we also expect the group to offset this via dual sourcing, product design efficiencies, and improved unit pricing. We also anticipate continued currency issues, with the appreciation of the Chinese renminbi and U.S. dollar against the euro fuelling higher input costs and creating negative sourcing foreign exchange impacts. "Driving Versuni's organic revenue growth are resilient consumer demand and product premiumization, partially offset by foreign exchange and regional volatility. We forecast revenue growth of 3.0%-3.5% in 2026, increasing to 4.5%-5.0% in 2027, including higher organic growth and offset by negative foreign exchange effects outside Europe. We expect product mix optimization and increased premiumization to underpin top-line expansion, with a targeting of the higher-margin, high-growth coffee and floor care segments. We expect innovative product launches in existing and adjacent product categories to further propel revenue growth. Versuni will continue to leverage its portfolio of well-known brands such as Philips to attract consumers and (together with the flow of innovations) maintain pricing power. We see the small domestic appliances sector continuing to benefit from favorable consumer trends in healthy and convenient lifestyles to support flagship categories like air fryers, coffee appliances, and air purification products. While we project a decline in demand within the Middle East, Turkiye, and Africa markets due to geopolitical instability and lower consumer confidence, we expect the group to continue expanding in higher-growth regions (Asia) and maintain its high market share in Europe. We factor in some bolt-on acquisitions for Versuni but believe the group will mostly focus on expanding its business in emerging markets. "The stable outlook reflects our view that Versuni will demonstrate a resilient operating performance in the growing small domestic appliances industry in 2026 and 2027. We anticipate the group will benefit from continued organic revenue growth, supported by a resilient consumer demand for small domestic appliances. We see an adjusted EBITDA margin of 9.0%-9.5% in 2026 (versus an estimated 8.1% in 2025), with positive operating leverage, cost efficiencies, and lower nonrecurring costs more than offsetting operating cost inflation. "This, together with moderate discretionary spending, should translate into stronger credit metrics such that adjusted debt to EBITDA will be about 6.5x and FFO cash interest of 2.2x in 2026. Although the business remains highly seasonal, we projected Versuni to maintain a large annual FOCF base of EUR90 million-EUR100 million in 2026. "We could lower our rating on Versuni if its cash flow and credit metrics are weaker than our base-case forecast. For example, we would view negatively a weak FOCF cushion, adjusted debt to EBITDA remaining above 7.0x, and FFO cash interest decreasing below 2.0x. This could stem from Versuni losing significant market share in its key regions like Europe and key product segments like Kitchen Life, an inability to pass on operating cost inflation (from raw materials and transportation), and weak cash flow conversion due to the inability to manage the large working capital swings. We would also view negatively continued higher-than anticipated nonrecurring costs impairing adjusted EBITDA, as well as sizable discretionary spending. "We could raise our rating on Versuni if its credit metrics improve well over our base-case forecast. This could occur, for example, if the adjusted debt leverage ratio decreased to below 5.0x with FFO cash interest well over 2.0x sustainably. We think this could occur should the group gain market share in key emerging markets with consumer demand for its products stronger than expected, which would lead to stronger positive operating leverage. We would also view positively a sharp increase in the share of high-margin products being sold while maintaining operating cost discipline. Finally, for a positive rating action, we would also need to see a commitment from the company's owners that the net leverage tolerance will remain at the stronger levels." =========== R U S S I A =========== TVEB: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed State Bank for Foreign Economic Affairs of Turkmenistan's (TVEB) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-' with Stable Outlooks. Key Rating Drivers TVEB's Long-Term IDRs are equalised with Turkmenistan's, reflecting a moderate probability of support from the sovereign, as underlined in the bank's 'bb-' Government Support Rating (GSR). Fitch considers the state to have a strong capacity to provide support to the bank, given an exceptionally strong sovereign balance sheet, very low public debt and extremely large external reserves. The GSR considers TVEB's important policy role, special legal status and its strategic, full state ownership. Fitch does not assign a Viability Rating to TVEB, as is usual for development banks, because its operations are largely determined by its policy role. Policy Role: TVEB is one of the largest domestic banks (end-2024: 19% of system assets). A dedicated government decree and TVEB's charter define its policy mandate. The bank aims to finance strategically important, long-term investment projects in the country's key sectors, including oil and gas, chemicals, transportation and agriculture. Policy loans (end-2024: 94% of TVEB's loans) are granted to state-owned entities and guaranteed by the government. State Agent for External Debt: TVEB is an agent for the government when the latter raises foreign debt to finance strategically important investments in Turkmenistan. Most government external borrowings are enabled through TVEB and booked on its balance sheet as government liabilities, showing the bank's role as a main conduit for foreign debt entering the country. These government liabilities were a large USD1.9 billion, or 23% of TVEB's liabilities, at end-2024. Large Impairments; Ample Liquidity: Loans were a low 28% of assets at end-2024. Stage 3 (9% of loans) and Stage 2 loans (14%) were considerable. This is despite a large share of policy loans and underlines borrowers' vulnerability without state support. Some Stage 2 loans are covered by local-currency cash but are overdue due to technical delays in accessing foreign currency (FC) for repayment. The loans funded by dedicated external debt are classified as Stage 1 and fully performing. Liquidity made up 69% of assets, consisting of low-risk placements with investment-grade banks and the central bank. Large State-Related Funding: TVEB is funded by highly concentrated, interest-free customer accounts (end-2024: 73% of liabilities). These are mainly placed by state-owned entities, which dominate banking system deposits in Turkmenistan. This is in addition to the large external borrowings by the government, recorded in the bank's accounts. TVEB's high reliance on state or state-related funding underpins its view that liquidity support from the state is highly likely. Low Equity Base, Slowly Growing: The Fitch Core Capital (FCC) ratio was a high 59% at end-2024 but should be viewed against the zero-to-low risk-weights on most of its loans and liquid assets. The equity/assets ratio was a weak 7.3% (end-2023: 6.3%), but Fitch expects it to gradually increase, supported by reasonable return on equity (2024: 14%) and conservative growth. Long Foreign-Currency Position: A very large gap exists between the official exchange rate (3.5 to the US dollar since 2015) and the parallel rate, which has been broadly stable at just above 19 since mid-2022. Its forecast through 2027 assumes an unchanged official exchange rate. TVEB's capital would be shielded by a large open FC position against a rise in asset value, in the event of a sharp local-currency depreciation, as the bank's assets are mainly denominated in FC (end-2024: 86%). Government support may further mitigate risks. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade of the sovereign's ratings would trigger a downgrade of TVEB's Long-Term IDRs and GSR. A marked weakening of the bank's policy role or of its association with the sovereign could widen the rating notching between them. However, this scenario is unlikely. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The bank's Long-Term IDRs and GSR could be upgraded following an upgrade of the sovereign's ratings. Public Ratings with Credit Linkage to other ratings TVEB's IDRs are linked to Turkmenistan's. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- State Bank for Foreign Economic Affairs of Turkmenistan LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Government Support bb- Affirmed bb- ========= S P A I N ========= BBVA CONSUMER 2025-1: DBRS Hikes Class Z Notes to B(high) --------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) took the following rating actions on the notes (the Rated Notes) issued by BBVA Consumer 2025-1 FT (the Issuer) as follows: -- Class A Notes confirmed at AA (sf) -- Class B Notes confirmed at A (sf) -- Class C Notes confirmed at BBB (high) (sf) -- Class D Notes confirmed at BB (high) (sf) -- Class Z Notes upgraded to B (high) (sf) from B (sf) The credit rating actions above follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses as of the May 2026 payment date, -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables, and -- Current available credit enhancements to the Rated Notes to cover the expected losses at their respective rating levels. The transaction is a static securitisation of a portfolio of fixed-rate, unsecured, amortising personal loans granted without a specific purpose to private individuals domiciled in Spain by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), which also services the portfolio. The transaction closed in May 2025 with an initial portfolio of EUR 2,350.0 million. PORTFOLIO PERFORMANCE As of the May 2026 payment date, loans that were one to two months in arrears and two to three months in arrears represented 0.5% and 0.4% of the outstanding portfolio balance, while loans more than three months in arrears represented 0.7%. Cumulative defaults, defined as loans more than six months in arrears, amounted to 1.5% of the aggregate original portfolio balance, with cumulative recoveries of 5.9% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the pool of receivables and maintained its base case PD and LGD assumptions at 5.5% and 70.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the Rated Notes. As of the May 2026 payment date, credit enhancement to the Class A, Class B, Class C, Class D, and Class Z Notes was 14.0%, 10.3%, 6.5%, 3.5%, and 0.0%, respectively. The credit enhancement levels have remained unchanged since Morningstar DBRS' initial credit ratings due to the continuing pro rata amortisation of the Rated Notes. The Rated Notes will continue to pay on a pro rata basis unless certain events such as a breach of various performance triggers, a servicer insolvency, or a servicer termination occur. Under these circumstances, the principal repayment of the Rated Notes will become fully sequential. The transaction benefits from a reserve fund, funded at closing to EUR 21.1 million, which is available to cover senior expenses, swap payments, interest on the Class A Notes and Class B Notes (unless deferred). The reserve amortises to a target equal to 1.0% of the outstanding aggregate balance of the Class A and Class B Notes, subject to a floor of EUR 6.0 million, until the Class A and Class B Notes are repaid in full, at which point the target will be zero. As of the May 2026 payment date, the reserve was at its target amount of EUR 16.0 million. BBVA acts as the account bank for the transaction. Based on the account bank's reference credit rating of AA (low), one notch below the Morningstar DBRS Long-Term Critical Obligations Rating of AA, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. BBVA also acts as the swap counterparty in the transaction. Based on its COR and the collateral posting provisions included in the documentation, Morningstar DBRS considers the risk arising from the swap counterparty to be consistent with the credit ratings assigned to the Rated Notes, in accordance with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit rating on the applicable class addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transaction press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. SANTANDER CONSUMO 6: DBRS Confirms B(low) Rating on Class E Notes ----------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) confirmed its credit ratings on the notes (collectively, the Rated Notes) issued by Santander Consumo 6 FT (the Issuer) as follows: -- Class A Notes at AA (sf) -- Class B Notes at AA (sf) -- Class C Notes at A (high) (sf) -- Class D Notes at A (low) (sf) -- Class E Notes at B (low) (sf) The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- The portfolio performance, in terms of delinquencies and defaults, as of the March 2026 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the Rated Notes to cover the expected losses at their respective credit rating levels. The transaction is a securitisation collateralised by a portfolio of receivables related to consumer loan contracts granted to individuals' resident in Spain for the purchase of consumer goods, from which the Receivables shall be granted by Banco Santander S.A (the originator or Santander). The transaction closed in May 2024 with an initial portfolio of EUR 1.20 billion and had an initial 7-month revolving period which ended on the latest payment date in December 2024. PORTFOLIO PERFORMANCE As of the March 2026 payment date, loans that were 0 to 30 days, 30 to 60 days, and 60 to 90 days in arrears amounted to 1.3%, 0.5%, and 0.3%, respectively. Cumulative defaults, defined as loans more than 90 days in arrears, amounted to 2.8% of the aggregate original portfolio balance. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS updated its base-case PD and LGD assumptions to 5.25% and 80.0%, respectively, from 4.5% and 85.0% used previously, following a review of updated historical performance data received in the context of the latest securitisations of Santander. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the Rated Notes. As of the March 2026 payment date, credit enhancement to the Class A, Class B, Class C, Class D, and Class E Notes was 17.0%, 13.0%, 9.8%, 4.8%, and 0.0%, respectively. The credit enhancement levels have remained unchanged since Morningstar DBRS' initial credit ratings due to the continuing pro rata amortisation of the Rated Notes. The Rated Notes will continue to pay on a pro rata basis unless certain events such as a breach of various performance triggers, a servicer insolvency, or a servicer termination occur. Under these circumstances, the principal repayment of the Rated Notes will become fully sequential. The transaction benefits from an amortising cash reserve, funded to EUR 24.0 million through the proceeds of the Class F Notes at issuance, which has a target balance equal to 2.0% of the outstanding Rated Notes balance, subject to a floor of EUR 6.0 million. The cash reserve can be used to cover senior transaction costs and interest on the Class A Notes, Class B Notes, Class C Notes, Class D Notes, and Class E Notes (unless deferred). As of the March 2026 payment date, the cash reserve was at its target balance of EUR 15.3 million. Santander acts as the account bank for the transaction. Based on Morningstar DBRS' reference rating of AA (low) on Santander (one notch below its Long Term Critical Obligations Rating (COR) of AA), the downgrade provisions outlined in the transaction's documents, and other mitigating factors inherent in the transaction's structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Rated Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Santander also acts as the swap counterparty in the transaction. Based on its COR and the collateral posting provisions included in the documentation, Morningstar DBRS considers the risk arising from the swap counterparty to be consistent with the credit ratings assigned to the Rated Notes, in accordance with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit ratings on the Rated Notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transaction press release at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS There were no Environmental/Social/Governance factors that had a significant or relevant effect on the credit analysis. A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Factors in Credit Ratings at https://dbrs.morningstar.com/research/454196/. Notes: All figures are in euros unless otherwise noted. SANTANDER CONSUMO 8: DBRS Confirms B(low) Rating on Class E Notes ----------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) confirmed its credit ratings on the notes (collectively, the Rated Notes) issued by Santander Consumo 8 FT (the Issuer) as follows: -- Class A Notes at AA (sf) -- Class B Notes at AA (low) (sf) -- Class C Notes at A (sf) -- Class D Notes at BBB (high) (sf) -- Class E Notes at B (low) (sf) The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- The portfolio performance, in terms of delinquencies and defaults, as of the April 2026 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the Rated Notes to cover the expected losses at their respective credit rating levels. The transaction is a securitisation collateralised by receivables related to consumer loans granted by Banco Santander SA (Santander) to private individuals residing in Spain. Santander also services the portfolio. The transaction closed in May 2025 with an initial portfolio balance of EUR 1,500.0 million and an 11-month revolving period, which ended in April 2026. PORTFOLIO PERFORMANCE As of the April 2026 payment date, loans that were 0 to 30 days, 30 to 60 days, and 60 to 90 days in arrears amounted to 1.7%, 0.4%, and 0.3%, respectively. Cumulative defaults, defined as loans more than 90 days in arrears, amounted to 1.2% of the aggregate original portfolio balance. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS updated its base-case PD and LGD assumptions to 5.25% and 80.0%, respectively, from 4.5% and 85.0% used at the initial rating of the transaction, following a review of updated historical performance data received in the context of the latest securitisations of Santander. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the Rated Notes. As of the April 2026 payment date, credit enhancement to the Class A, Class B, Class C, Class D, and Class E Notes was 15.5%, 12.0%, 8.0%, 3.8%, and 0.0%, respectively. The credit enhancement levels have remained unchanged since Morningstar DBRS' initial credit ratings due to the continuing pro rata amortisation of the Rated Notes. The Rated Notes will continue to pay on a pro rata basis unless certain events such as a breach of various performance triggers, a servicer insolvency, or a servicer termination occur. Under these circumstances, the principal repayment of the Rated Notes will become fully sequential. The transaction benefits from an amortising cash reserve, funded to EUR 22.5 million through the proceeds of the Class F Notes at issuance, which has a target balance equal to 1.5% of the outstanding Rated Notes balance, subject to a floor of EUR 7.5 million. The cash reserve can be used to cover senior transaction costs and interest on the Class A Notes, Class B Notes, Class C Notes, Class D Notes, and Class E Notes (unless deferred). As of the April 2026 payment date, the cash reserve was at its target balance of EUR 22.5 million. Santander acts as the account bank for the transaction. Based on Morningstar DBRS' reference rating of AA (low) on Santander (one notch below its Long Term Critical Obligations Rating (COR) of AA), the downgrade provisions outlined in the transaction's documents, and other mitigating factors inherent in the transaction's structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Rated Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Santander also acts as the swap counterparty in the transaction. Based on its COR and the collateral posting provisions included in the documentation, Morningstar DBRS considers the risk arising from the swap counterparty to be consistent with the credit ratings assigned to the Rated Notes, in accordance with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit ratings on the Rated Notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transaction press release at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. SEASHELL BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Seashell Bidco, SLU's (Natra) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed its EUR550 million term loan B (TLB) rating at 'B+' with a Recovery Rating of 'RR3', following the completion of an add-on and its repricing. The Stable Outlook reflects modest impact on the leverage from the recent add-on to TLB and its expectations of the group's resilient operating performance in 2026-2027. Fitch forecasts gradual expansion of its EBITDA margin, driven by the integration of recent acquisitions and efficiency gains. Fitch expects Natra's EBITDA gross leverage to moderate towards 6.0x from 2027, building up comfortable headroom for the rating. The rating reflects Natra's small scale and high financial leverage, balanced by its well-entrenched position in the private label chocolate and peanut butter market, and a sustainable business profile with an effective cost pass-through mechanism. Key Rating Drivers Well-Placed Niche Manufacturer: Natra's rating is constrained by its scale, but this is balanced by its vertically integrated operations and entrenched market position across chocolate and peanut butter product categories. Natra is in the top three in tablets, snacks, spreads, and pralines in Europe, with the strongest presence in Spain, France and the Netherlands. Fitch expects Natra to continue improving its presence in its existing markets and expand further in specific growth regions, such as the US and Asia, mostly through organic growth. Natra has a long-term partnership with well-known European food retailers and branded chocolate producers, underpinned by agreements that provide recurring and predictable revenue and volume, which are typically agreed one year in advance. Gradual Deleveraging: Fitch expects the EUR50 million TLB add-on to result in 0.2x increase in EBITDA gross leverage to 6.3x at end-2026 (2025: 6.1x pro-forma). Fitch expects Natra to maintain its deleveraging path, with EBITDA gross leverage reducing below 6.0x from 2027, supported primarily by the full integration of recent acquisitions, steady operating profit growth driven by efficiency measures, and potential bolt-on acquisitions. Effective Pass-Through Mechanism: Natra's operations benefit from an adequate pass-through mechanism in its distribution channels, which is protected by a back-to-back hedging strategy with suppliers, locking hedged commodity prices in sales agreements. This is positive for the credit profile, protecting margins and ensuring stable operating EBITDA growth, while eliminating cocoa and other raw material price risks. Healthy Profitability: Natra's rating is supported by its projection of steady EBITDA margin growth above 12% by end-2029 (2025: 10.3% pro forma for acquisitions). This will be driven by synergies from acquisitions and progress in automation and waste reduction to improve overall production efficiency. Its profitability is strong compared with other private label packaged food manufacturers', supported by efficiency-driven gains and underlying profitability stability due to its pricing mechanism. Positive FCF from 2026: Fitch projects modest but sustained positive FCF generation from 2026, with FCF margins averaging 5% to 2028. This will be driven by working capital normalisation as cocoa prices moderate, while Natra's earnings continue to grow due to gradually expanding volumes. Natra is a cash-generative business but the niche scale of its operations means its credit profile, particularly cash flow, remains highly sensitive to cocoa price volatility. Supportive Growth Fundamentals: Chocolate derivatives, tablets, snacks, spreads and couverture products have had stable to rising consumption volumes as they are a very small component of an average household's food consumption and have low price sensitivity. Natra is firmly positioned to capture this organic growth, including rising demand for healthier indulgence and innovative food options across Europe. Continued investment in innovation, including low-sugar, protein-enriched and fortified offerings, will support its competitive position. Private Label Growth: The private label chocolate subsector has experienced strong growth over recent years, improving market penetration against branded products. This is driven by more competitive pricing, improved consumer perception, and a consumer shift toward discounters. Natra is well placed to benefit from this favourable market trend, supported by its long-term partnerships with large European grocers. Peer Analysis Fitch rates Natra one notch below private-label food manufacturer La Doria S.p.A. (B+/Stable). They share broadly similar business profiles that are exposed to harvest yield and natural produce price volatility, but La Doria's more conservative leverage and coverage metrics support a higher rating. Natra is rated one notch lower Sammontana Italia S.p.A. Societa Benefits (B+/Stable), driven by the latter's lower leverage by about one turn in 2026, stronger FCF generation, greater profitability and higher EBITDA coverage. Sammontana's business profile is slightly stronger due to its larger scale, while other components are broadly similar. Natra's business profile is weaker than that of Platform Bidco Limited (Valeo; B-/Stable), due to its smaller scale and weaker brand against Valeo's well-known brands. This is partly offset by Natra's broader geographic diversification, with greater exposure outside EMEA. Natra's stronger financial profile supports its higher rating; Fitch expects leverage of about 6.1x in 2026 versus Valeo's 7.1x. Valeo's more expansion-led strategy prioritises M&A over a stable leverage trajectory. Natra's rating is multiple notches above private label packaged food producer, Biscuit Holding SAS (CC), reflecting the latter's debt restructuring negotiations. The companies have similar geographic diversification, scale and brand strength, and are largely focused on private labels. However, Natra benefits from a broader distribution channel exposure, operating both upstream and downstream, and stronger product innovation by leveraging R&D to support new products and cross-selling. The rating differential is also supported by Natra's stronger financial profile. Fitch’s Key Rating-Case Assumptions - Revenue growth of 6% in 2026 as the full integration of Bredabest offsets negative impact from weaker cocoa prices. Annual revenue growth in the low-single digits from 2027 as cocoa prices normalise - EBITDA margin at 11.1% in 2026, driven by the full integration of the Bredabest, synergies and cost savings, before gradually increasing towards 12% by 2029 - Working-capital needs reduction due to moderating cocoa prices with some inflows in 2026 and 2027 - Capex at 1.9% of revenue in 2026, followed by 1.7% on average to 2029 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb', Lower), sector characteristics ('bb+', Lower), market and competitive positioning ('b', Higher), diversification and asset quality ('b+', Moderate), company operational characteristics ('bb-', Moderate), profitability ('bb', Moderate), financial structure ('b', Higher), and financial flexibility ('b', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2025, 50% for the forecast year 2026 and 40% for the forecast year 2027. 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 'a+' 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 Its recovery analysis assumes that Natra would be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. Its bespoke GC recovery analysis considered an estimated EBITDA after restructuring available to creditors of EUR80 million. This reflects its view of a sustainable EBITDA that would allow Natra to retain a viable business. Fitch used a distressed enterprise value (EV)/EBITDA multiple of 5.0x, reflecting Natra's operational scale and market positions. This is about the mid-point of its multiple for distribution peers in EMEA. This multiple is in line with those of La Doria and Biscuit Holding, which have broadly comparable scale and operate in related private label packaged food categories. The multiple is below those of Sammontana and Valeo at 5.5x, which reflects their branded product portfolios and Valeo's bigger scale. Natra has increased its existing TLB through a EUR50 million add-on and has also upsized its existing revolving credit facility (RCF) to EUR130 million. In accordance with its criteria, Fitch has assumed the senior RCF to be fully drawn upon default. Its principal waterfall analysis, after deducting 10% for administrative claims, generated a ranked recovery for the senior secured debt at 'B+'/'RR3', implying a one-notch up uplift for the senior secured debt rating above the IDR. Fitch expects Natra's existing off-balance sheet working capital lines (factoring) to remain available during and after distress, given the strong credit quality of its clients and supplier base. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage consistently above 6.5x - Neutral to negative FCF margin on a sustained basis - EBITDA interest coverage consistently below 2.5x - Reducing liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Robust execution of the business strategy leading to growing EBITDA toward EUR150 million - EBITDA gross leverage below 5.5x on a sustained basis - EBITDA margin growing toward 12% and FCF margin above 2% - EBITDA interest coverage rising towards 3.0x Liquidity and Debt Structure Fitch forecasts Natra to have satisfactory liquidity, with estimated Fitch-adjusted freely available cash of about EUR108 million at end-2026, after its adjustment of EUR15 million for intra-year working-capital fluctuations. The group's liquidity is also supported by its committed RCF of EUR130 million due in 2032. Natra's debt structure is concentrated but offers comfortable maturity headroom with its 6.5-year RCF and seven-year TLB maturity. Issuer Profile Natra is a Spanish private label chocolate and peanut butter manufacturer with EUR0.9 billion of revenue. 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 Natra. 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 ----------- ------ -------- ----- Seashell Bidco, SLU LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Extends Term Facility Maturity to June 2027 ---------------------------------------------------------------- Polestar Automotive Holding UK PLC announced in a regulatory filing that the Company and Geely Sweden Automotive Investment AB entered into an amendment to the Term Facility Agreement, dated December 16, 2025, to extend the term of the Term Facility to June 30, 2027 and change the margin of the Term Facility from 3.0% to 3.2% with effect from the next Interest Period following the General Effective Date. GSAI is a wholly-owned subsidiary of Geely Sweden Holdings AB, the parent company of Volvo Car AB (publ), and one of Polestar's affiliates. A copy of the Facility Amendment is available at https://tinyurl.com/vnp6y9cb About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. As of December 31, 2025, the Company had $3.93 billion in total assets, $9.05 billion in total liabilities, and $5.12 billion in total deficit. Deloitte AB, the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies the Company's audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. ============= U K R A I N E ============= METINVEST BV: S&P Upgrades LT ICR to 'CCC+' on Repayment of Bond ---------------------------------------------------------------- S&P Global Ratings raised our long-term issuer credit rating on Metinvest B.V. to 'CCC+' from 'CCC-'. The negative outlook reflects S&P's view that the company will need active cash management to build a liquidity buffer over the coming quarters to continue to meet its financial obligations. On April 23, 2026, Ukraine-based steelmaker Metinvest B.V. redeemed its outstanding 2026 notes using available cash balances and actively managing its working capital. S&P said, "In our view, there will be no immediate liquidity pressure following the recent debt repayment. On April 23, 2026, Metinvest repaid the outstanding bond as they became due ($427.6 million as of Dec. 31, 2025). The repayment was funded using available internal cash flows and working capital adjustments, in line with our stressed scenario (alternative three) we outlined as part of several alternatives available to the company to avoid a default as defined by S&P Global Ratings. Metinvest's next bond maturities are due in October 2027 ($322.4 million) and October 2029 ($500 million)." Following the repayment, the company commented on $150 million in cash balances (excluding $50 million in restricted cash) at the beginning of May 2026. Under current market conditions and under our month-to-month analysis of the company's operations and liquidity needs, we expect the company will: -- Generate positive free operating cash flow of about $80 million per quarter-$120 million per quarter; -- Be able to repay its interest expenses, about $12.7 million in interest payments fall due in third-quarter 2026 and $19.4 million in fourth-quarter 2026; and -- Build a small cash chest until later in 2027. Management expects the company's liquidity position to further improve through the working capital boost from delayed value-added tax refunds received from the Ukrainian government over the next few quarters and lower prices impacting the overall operational working capital balance. Given the unpredictable nature of working capital swings, S&P leaves the potential headwind out of our base case. S&P said, "We understand that the company is exploring options for a potential bond issuance to secure long-term funding, which will alleviate concerns on its liquidity profile. However, access to capital markets remains challenging for Ukraine-based corporate issuers, given currently elevated risk premiums and heightened geopolitical risks amid the effective closure of the Strait of Hormuz. Therefore, we continue to assess the company's liquidity as less-than-adequate. "In our view, operational disruptions and war-related risks continue to weigh on Metinvest's operating environment. The ongoing Russia-Ukraine war continues to translate into significant operational and security challenges. Electricity shortages have led to very high energy costs (historically, low energy prices underpinned Ukraine-based steel producers' favorable cost position in Europe) and an inability to operate some in-house production lines. Metinvest has covered any supply shortages with imported energy from Europe when needed. Skilled labor shortages continue to constrain operations, increasing wage expenses and reliance on overtime pay. While the company's key assets remain largely undamaged, the security situation on the ground remains fluid. "The negative outlook reflects our view that the company will need active cash management to build a liquidity buffer over the coming quarters to continue meeting its financial obligations. "We could lower the rating on Metinvest if the company's liquidity profile and/or the operating environment in Ukraine deteriorates." S&P could revise its outlook to stable if: -- Metinvest builds sufficient cash reserves and sustains positive free cash flow such that liquidity concerns ease over the coming quarters; or -- The company secures long-term funding such as a new Eurobond issuance. UKRENERGO: Fitch Affirms 'RD' LongTerm Issuer Default Rating ------------------------------------------------------------ Fitch Ratings has affirmed Private Joint Stock Company National Power Company Ukrenergo's Long-Term Issuer Default Rating (IDR) at 'Restricted Default' (RD). Fitch has also affirmed Ukrenergo's state-guaranteed notes' senior unsecured rating at 'C', with a Recovery Rating at 'RR5'. The company's Standalone Credit Profile (SCP) is 'rd'. The company has been in default since November 2024, when it suspended interest payments on its USD825 million notes following instruction from the Ministry of Energy under the restructuring of Ukraine's sovereign debt (Foreign-Currency IDR: CCC). Ukrenergo has not paid deferred coupons on the notes due on 9 November 2022, 9 May and 11 November 2023, and 9 May 2024, and regular semi-annual coupons of USD28.4 million since 9 November 2024. At end-May 2026, total overdue coupons amounted to USD240 million. The default drives the 'RD' rating. Key Rating Drivers Cross Default: At end-2025, bonds with accrued unpaid coupons totalled UAH44.9 billion, accounting for 43% of Ukrenergo's gross debt. The trigger of cross-default provisions and non-fulfilment of financial covenants have led to an additional UAH37 billion long-term loans from international financial institutions (IFIs) being reclassified as current liabilities, bringing total debt in default to UAH87.2 billion. Ukrenergo had not, as of end-May 2026, received notice from creditors demanding the immediate payment of the 2028 Eurobonds or other loans. Upcoming Debt Restructuring: In April 2026, Ukrenergo agreed revised restructuring terms for the USD825 million notes with investors representing about 45% of the outstanding bonds, amending terms originally agreed in April 2025. The company plans to launch a consent solicitation in summer 2026 and needs to obtain 75% of bondholder consent to execute the restructuring. Under the proposed restructuring, bondholders may tender their notes for cash, up to a total of USD445 million to be raised with the support of a development finance institution, or exchange them for new unguaranteed bonds. Russian Attacks Main Risk: Russian attacks on energy infrastructure remain the main risk for Ukrenergo. Shelling and destruction of generation facilities limit electricity consumption to available generation and import capacity. Large-scale attacks intensified in 4Q25 and 1Q26, leading to energy shortages, as destroyed generation assets have not been fully offset by energy imports. As a result, Ukrenergo's transmission volumes in 1Q26 fell 10% from 1Q25. Declining Volumes, Rising Balancing Costs: Revenue from electricity transmission and dispatching services fell in 1Q26 due to lower transmission and supply volumes after large-scale attacks on Ukraine's energy infrastructure, which led to a major power deficit. Financial performance in the balancing market also weakened. In addition, expenses to buy electricity to cover technical losses increased due to higher market electricity prices and larger procurement volumes, as missile and drone attacks deepened electricity losses across the system. New Tariff Motion: Winter electricity supply after intensified shelling was about 10% below the approved tariff plan. In May 2026, Ukrenergo asked the regulator to raise 2026 tariffs to reflect lower volumes, higher electricity price caps from 1 May 2026 and hryvnia weakness. Fitch assumes the average transmission tariff to rise about 23% in 2026 and the dispatch tariff about 20% (in line with preliminary revised tariffs recently published by the regulator), followed by increases of 13% and 32%, respectively, in 2027, reflecting rising costs and reduced volumes. Tariff Rises Drive EBITDA: Ukrenergo's EBITDA improved to UAH8.4 billion in 2025, reversing a loss of UAH0.5 billion in 2024, helped by a sharp decline in receivables impairment. Fitch projects EBITDA at UAH5.6 billion in 2026, improving to UAH16 billion in 2027. This will be supported by higher cost-plus transmission tariffs, reflecting lower transmission volumes in 2026 and higher costs, including technical losses, a rising share of renewable production and increasing debt repayments. Fitch expects transmission volumes to decline about 3% in 2026 and remain muted from 2027 onwards. No Bad Debts Recovery: Ukraine's tariff calculation structure does not provide for the recovery of bad debt provisions. Receivables impairment fell to UAH5.9 billion in 2025 from UAH14.5 billion in 2024. Fitch assumes a similar level in 2026-2028, although this will depend on macroeconomic conditions in Ukraine. Restoration of Critical Infrastructure: Ukrenergo's top priority is to repair and keep its electricity network operational, which absorbs resources and drains liquidity. It is actively seeking grants and debt financing from IFIs. Fitch expects capex to average UAH14 billion a year in 2026-2028, including capex directly funded by IFIs and donors (2025: UAH6.5 billion of cash capex and UAH6.8 billion directly funded by IFIs and donors). Strong Links with Ukraine: Under its Government-Related Entities (GRE) Rating Criteria, support for Ukrenergo is 'Extremely likely', underlined by a support score of 40 points out of a maximum 60. However, Ukraine may not be able to provide extraordinary support, given its own weak financial position. Responsibility to Support: Fitch assesses decision-making and oversight as 'Very Strong' as Ukraine is Ukrenergo's sole shareholder and approves its strategy and business plan. The government's precedents of support are 'Very Strong', underpinned by state guarantees covering 100% of the company's debt. Incentive to Support: Fitch assesses the preservation of government policy role as 'Strong', due to Ukrenergo's operation of the energy transmission network, which is essential during the war. Fitch sees 'Strong' contagion risk, as the company is recognised by market participants as a core government entity, which taps the same pool of investors as the government for loans from IFIs and Eurobonds. Peer Analysis Ukrenergo's 'RD' Long-Term IDR means it has no comparable peers. Fitch’s Key Rating-Case Assumptions - Operations and available assets maintained at current levels, with no material changes from the war - Electricity transmission volume to decline 3% in 2026, before remaining stable in 2027-2029, but sharply lower than pre-war levels - EBITDA of UAH5.6 billion in 2026, supported by mid-year review of tariffs following reduced volumes in 4Q25 and 1Q26, before rising to about UAH16 billion in 2027 due to "cost plus" tariffs and stable transmission volumes - Continued low collection of receivables, especially relating to balancing market, with further account receivables impairments totalling UAH18 billion in 2026-2028 - Accumulation of payables as collections of receivables and available liquidity from banks remain limited - Capex averaging UAH14 billion annually in 2026-2028, including capex directly funded by IFIs and donors Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): management ('bb', Lower), sector characteristics ('b', Moderate), market and competitive positioning ('bbb', Lower), diversification and asset quality ('b-', Moderate), company operational characteristics ('ccc+', Moderate), profitability ('ccc', Moderate), financial structure ('ccc-', Moderate), and financial flexibility ('ccc-', Higher). - 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 an adjustment of -2 notches. - The Governance assessment of 'good' has no impact. - The Operating Environment assessment of 'ccc' has no impact. - The other risk elements adjustment applies and results in an adjustment of -2 notches. - The SCP is 'rd'. To derive the Long-Term IDR: - Application of Fitch's GRE Rating Criteria results in a standalone approach. Recovery Analysis The recovery analysis assumes that Ukrenergo would be considered a going concern in bankruptcy and that it would be reorganised rather than liquidated. Its EBITDA estimate reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the enterprise valuation. Fitch used a distressed EBITDA multiple of 4.0x to calculate post-reorganisation valuation. It captures higher-than-average business risks in Ukraine and reflects Ukrenergo's weaker business profile than peers'. Guaranteed bank loans and bonds rank equally in its recovery analysis, although they may be treated differently in financial distress. Its waterfall analysis after the deduction of 10% for administrative claims generated a waterfall-generated recovery computation in the 'RR5' band, indicating a 'C' rating for Ukrenergo's notes. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Inability to complete the restructuring and entering into bankruptcy filing, administration, receivership, liquidation or other formal winding-up procedure would lead to a downgrade to 'D'. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Completion of the debt restructuring would likely lead Fitch to re-rate the company, based on its new capital structure and business prospects. Liquidity and Debt Structure Ukrenegro's liquidity remains constrained. At end-2025, the company had UAH8 billion unrestricted cash and cash equivalents against Fitch-projected negative free cash flow of UAH8.5 billion at end-2026. At end-2025, the company had access to committed undrawn funding facilities totaling UAH8.2 billion, but they are mainly dedicated to investment projects to be implemented over the next four years, rather than for liquidity purposes. Following the default under the bonds (UAH44.9 billion at end-2025) and the application of cross-default provisions, UAH37 billion of long-term loans from IFIs were reclassified to current liabilities at end-2025, bringing loans and borrowings in default to UAH87.2 billion. Issuer Profile Ukrenergo is the 100% state-owned (through the Ministry of Energy) sole national electricity transmission system operator in Ukraine. 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 Ukrenergo. ESG Considerations Ukrenergo has an ESG Relevance Score of '4' for Governance Structure due to weaknesses in board independence and effectiveness, as illustrated by governance developments including the dismissal of chief executive officer Volodymyr Kudrytskyi in early September 2024, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Private Joint Stock Company National Power Company Ukrenergo LT IDR RD Affirmed RD senior unsecured LT C Affirmed RR5 C =========================== U N I T E D K I N G D O M =========================== ALDBROOK MORTGAGE 2025-1: DBRS Confirms BB Rating on Cl. E Notes ---------------------------------------------------------------- DBRS Ratings Limited (Morningstar DBRS) confirmed its credit ratings on the notes issued by Aldbrook Mortgage Transaction 2025-1 plc (the Issuer) as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AA (low) (sf) -- Class C Notes at A (low) (sf) -- Class D Notes at BBB (low) (sf) -- Class E Notes at BB (sf) CREDIT RATING RATIONALE The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults and losses. -- Portfolio default rate (PD), loss given default (LGD) and expected loss assumptions on the remaining receivables. -- Current available credit enhancement (CE) to the notes to cover the expected losses at their respective credit rating levels. PORTFOLIO PERFORMANCE As of February 28, 2026, loans two to three months in arrears represented 0.4% of the outstanding portfolio balance, and loans more than three months in arrears represented 1.4%. The cumulative default ratio was 0.0%. The cumulative loss ratio was 0.0%. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and has updated its base case PD and LGD assumptions at the B (sf) credit rating level to 5.6% and 11.7% respectively. CREDIT ENHANCEMENT CE consists of the subordination of the junior notes. CE levels as of the March 2026 payment date compared to the CE levels at the Morningstar DBRS initial ratings were as follows: -- Class A Notes: 10.4%, up from 10.1%; -- Class B Notes: 5.7%, up from 5.6%; -- Class C Notes: 3.4%, up from 3.3%; -- Class D Notes: 1.6%, up from 1.5%; and -- Class E Notes: 0.1%, stable since the initial ratings. The transaction benefits from a liquidity reserve fund (LRF) that covers any shortfalls in senior fees, swap payments, interest on the Class A Notes, and interest on the Class B Notes (providing either the Class B Notes are the most senior outstanding or the Class B principal deficiency ledger (PDL) does not have a debit balance greater than 10%). The LRF is funded to its target level of GBP 5.2 million, equivalent to 1.0% of the outstanding Class A and Class B Notes balance. The LRF will stop amortising if the collateralised notes are not redeemed in full at the first optional redemption date, or if cumulative defaults are greater than 5.0% of the original portfolio balance. The transaction also benefits from a general reserve fund (GRF) that covers any shortfalls in senior fees, swap payments, interest on the Class A to Class E Notes and principal losses via the PDLs on the Class A to Class E Notes. It amortises to 1.0% of the initial Class A to Class E Notes balance minus the LRF target amount and is funded to its target level of GBP 0.3 million. Citibank N.A., London Branch (Citibank) acts as the account bank for the transaction. Based on the Morningstar DBRS private credit rating on Citibank, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit rating assigned to the Class A Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Lloyds Bank Corporate Markets plc (Lloyds) acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on Lloyds is above the First Rating Threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS's credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS's long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in British pound sterling unless otherwise noted. ASHLEY GARDENS: FRP Advisory Appointed as Joint Administrators -------------------------------------------------------------- Ashley Gardens (AA) 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-2026-003872. David Hudson, Simon Baggs, and Geoffrey Paul Rowley of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company specialized in letting and operating of own or leased real estate. Its registered office is 134 Buckingham Palace Road, London, SW1W 9SA (to be changed to c/o FRP Advisory Trading Limited, 2nd Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB). Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. The Joint Administrators can be contacted at: David Hudson Simon Baggs Geoffrey Paul Rowley FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Megan Hayne Tel: 0161 833 3344 Email: cp.manchester@frpadvisory.com FRP Advisory Trading Limited ATHERSTONE MEWS: FRP Advisory Appointed as Joint Administrators --------------------------------------------------------------- Atherstone Mews Property 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-2026-003873. David Hudson, Simon Baggs, and Geoffrey Paul Rowley of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company specialized in 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 c/o FRP Advisory Trading Limited, 2nd Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB). The Joint Administrators can be contacted at: David Hudson Simon Baggs Geoffrey Paul Rowley FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Megan Hayne Tel: 0161 833 3344 Email: cp.manchester@frpadvisory.com FRP Advisory Trading Limited AUXEY BIDCO: S&P Downgrades ICR to 'B-', Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Auxey Bidco Ltd. (trading as Alexander Mann Solutions [AMS]) and its issue-level rating on the company's GBP352 million term loan B (TLB) to 'B-' from 'B'. The negative outlook reflects the increased refinancing pressure of AMS' 2027 maturities over the coming months, following a period of weaker-than-expected operating performance. AMS faces a liquidity shortfall from failing to address its revolving credit facility (RCF) and term loan B (TLB) maturities due in 2027 in a timely manner. S&P now expects AMS will not be able to cover its uses of liquidity over the next 12 months if it cannot refinance the debt. Therefore, S&P revised its liquidity assessment to weak from adequate. AMS' liquidity will materially weaken as its debt matures in the next year. The company has a fully undrawn GBP40 million RCF and GBP352 million equivalent TLB maturing in April 2027 and June 2027, respectively. S&P said, "We exclude the short-term RCF as a source in our liquidity analysis, and include the TLB imminently maturing as a use, as the company has not yet refinanced it. As a result, we expect AMS to have insufficient liquidity to cover its uses over the next 12 months given the maturities' materiality to the capital structure, and revised the company's liquidity score to weak from adequate." S&P said, "We think AMS could face difficulties in refinancing its debt. The company is actively working to refinance its debt and has continued support from its sponsor, OMERS Private Equity. Still, discussions have taken longer than expected and the transaction follows period of weaker-than-expected operating performance on significant uncertainty from economic and employment conditions, culminating in leverage of 9.0x in 2024 and 8.1x expected in 2025. Despite our anticipation of deleveraging toward 6x in 2026 and 2027, we continue to observe persistent industry headwinds and uncertain recoveries across our rated staffing companies that could weigh on AMS' ability to obtain lender support to refinance. Nevertheless, we understand the group is in refinancing discussions, and expect shareholder injections could support refinancing efforts." The negative outlook reflects the increased refinancing pressure of AMS' 2027 maturities, following a period of weaker-than-expected operating performance. S&P could take a negative rating action if: -- AMS fails to refinance its debt in the coming months; or -- Operating performance further deteriorates so that S&P views the capital structure as unsustainable, absent refinancing efforts. S&P could revise the outlook to stable if AMS refinances its capital structure, while operating performance continues to recover. BLETCHLEY PARK 2026-1: DBRS Finalizes BB(high) Rating on 2 Classes ------------------------------------------------------------------ DBRS Ratings Limited (Morningstar DBRS) finalised its provisional credit ratings on the bonds issued by Bletchley Park Funding 2026-1 PLC (the Issuer) as follows: -- Class A Notes at AAA (sf) from (P) AAA (sf) -- Class B Notes at AA (high) (sf) from (P) AA (sf) -- Class C Notes at A (low) (sf) from (P) A (low) (sf) -- Class D Notes at BBB (sf) from (P) BBB (low) (sf) -- Class X1 Notes at BB (high) from (P) BB (high) (sf) -- Class X2 Notes at BB (high) from (P) BB (sf) The finalised credit ratings on the Class B Notes, Class D Notes and Class X2 Notes are higher than the provisional credit ratings Morningstar DBRS assigned because of the lower cost of funding in the transaction after the notes priced. Morningstar DBRS does not rate the residual certificates also expected to be issued in this transaction. CREDIT RATING RATIONALE The transaction represents the issuance of residential mortgage-backed securities (RMBS) backed by first-lien, buy-to-let (BTL) mortgage loans granted by Quantum Mortgages Limited (QML or the Originator) in the UK. The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in the UK. This is QML's third RMBS transaction, with the inaugural transaction, Bletchley Park Funding 2024-1, closing in August 2024 and Bletchley Park Funding 2025-1 closing in June 2025. QML is a UK specialist property finance lender that has been offering loans to customers in England, Wales, and Northern Ireland since May 2022. QML's BTL business targets professional portfolio landlords, often real estate companies or SPVs, which it acquires through the broker marketplace. The Issuer issued four tranches of collateralised mortgage-backed securities (the Class A, Class B, Class C and Class D) to finance the purchase of the portfolio. Additionally, the Issuer issued two classes of noncollateralised notes (the Class X1 and Class X2 Notes). The transaction is structured to initially provide 12.25% of credit enhancement to the Class A Notes. This includes subordination of the Class B to the Class D Notes. The transaction features a fixed-to-floating interest rate swap, given that nearly the entire pool (99.7% by loan balance) is composed of fixed-rate loans with a compulsory reversion to a floating rate in the future. The liabilities will pay a coupon linked to the daily compounded Sterling Overnight Index Average. NatWest Markets Plc (NatWest) has been appointed as the swap counterparty as of closing. Based on Morningstar DBRS' credit rating on NatWest of A (high) with a Stable trend, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to the swap counterparty to be consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Citibank, N.A., London Branch (privately rated by Morningstar DBRS) acts as the issuer account bank in the transaction and holds the Issuer's transaction account, the liquidity reserve fund (LRF), and the swap collateral account, while Barclays Bank PLC has been appointed as the collection account bank. Morningstar DBRS has a Long Term Critical Obligations Rating of AA and a Long-Term Issuer Rating of A (high) on Barclays Bank PLC, both with Stable trends. Both entities meet the eligible credit ratings in structured finance transactions and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Liquidity in the transaction is provided by an LRF, which is amortising and sized at the lower of 1.4% of the Class A and Class B Notes' balance at closing and 2.0% of the Class A and Class B Notes' outstanding balance. It covers senior costs and expenses, swap payments, and interest shortfalls for the Class A and Class B Notes. The LRF is funded using part of the collateralised notes' issuance proceeds at closing and through excess spread thereafter. Any liquidity reserve excess amount will be applied as available principal receipts, and the reserve will be released in full once the Class B Notes are fully repaid. In addition, the Issuer can use principal to cover senior costs and expenses, swap payments, and interest on the most senior class of notes outstanding and on the Class B to Class D Notes, provided their relevant principal deficiency ledger is not greater than 10% of the respective class' outstanding principal amount. Principal can be used once the LRF has been exhausted. Interest shortfalls on the Class B to Class D Notes, as long as they are not the most senior class outstanding, may be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed or become the most senior class. Interest shortfalls on the Class X1 and Class X2 Notes can be deferred until the notes' redemption or maturity. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The mortgage portfolio's credit quality and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analysed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class X1, and Class X2 Notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related interest amounts and the related class balances. Morningstar DBRS' credit ratings on the rated notes also address the credit risk associated with the increased rate of interest applicable to each of the rated notes if the rated notes are not redeemed on the Optional Redemption Date (as defined in and) in accordance with the applicable transaction documents. Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in British pound sterling unless otherwise noted. CHELSEA (SC): FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------ Chelsea (SC) 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-2026-003913. David Hudson, Geoffrey Rowley, and Simon Baggs, all of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company's activities included buying and selling of own real estate, and other 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 c/o FRP Advisory Trading Limited, 2nd Floor Abbey House, 32 Booth Street, Manchester, M2 4AB). The Joint Administrators can be contacted at: David Hudson Geoffrey Rowley Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Ellie Clark Tel: 0161 833 3344 Email: cp.manchester@frpadvisory.com FRP Advisory Trading Limited CORNWALL GARDENS: FRP Advisory Appointed as Joint Administrators ---------------------------------------------------------------- Cornwall Gardens (GP) Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003889. 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 operates in the real estate sector. 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 FRP Advisory Trading Limited (Edinburgh Office), 110 Cannon Street, London, EC4N 6EU). 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: Niamh Fraser Tel: 0330 055 5455 Email: cp.edinburgh@frpadvisory.com FRP Advisory Trading Limited ENNISMORE GARDENS: FRP Advisory Appointed as Joint Administrators ----------------------------------------------------------------- Ennismore Gardens (ES) Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003894. 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 operates in the real estate sector. Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. Its registered office is also 134 Buckingham Palace Road, London, SW1W 9SA (in the process of being changed to c/o FRP Advisory Trading Limited (Edinburgh Office), 110 Cannon Street, London, EC4N 6EU). The Joint Administrators can be contacted at: David Hudson Geoffrey Paul Rowley Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU For further information, contact: Niamh Fraser Tel: 0330 055 5455 Email: cp.edinburgh@frpadvisory.com FRP Advisory Trading Limited FOUNTAIN HOUSE: FRP Advisory Appointed as Joint Administrators -------------------------------------------------------------- Fountain House Property Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003895. 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 operates in the real estate sector. Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. Its registered office is also 134 Buckingham Palace Road, London, SW1W 9SA (to be changed to FRP Advisory Trading Limited (Edinburgh Office), 110 Cannon Street, London, EC4N 6EU). 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: Niamh Fraser Tel: 0330 055 5455 Email: cp.edinburgh@frpadvisory.com FRP Advisory Trading Limited GULAID HOUSE: BTG Begbies Appointed as Joint Administrators ----------------------------------------------------------- Gulaid House Inc Limited was placed into administration in the Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court Number CR-2026-004151. Paul Cooper of BTG Begbies Traynor (London) LLP, and David Paul Hudson and Simon Baggs, both of FRP Advisory Trading Ltd, were appointed as Joint Administrators on May 27, 2026. The company operates in accommodation and real estate activities, including buying, selling, and letting property. Its registered office is Suite 500, Unit 2, 94A Wycliffe Road, Northampton, NN1 5JF. Its principal trading address is 134 Buckingham Palace Road, London, SW1W 9SA. The Joint Administrators can be contacted at: Paul Cooper BTG Begbies Traynor (London) LLP Level 33 One Canada Square London E14 5AB -- and -- David Paul Hudson Simon Baggs FRP Advisory Trading Ltd 2nd Floor 110 Cannon Street London EC4N 6EU Further information: Email: Marcus.wright@btguk.com Contact: Marcus Wright Tel: 0114 2755033 BTG Begbies Traynor (London) LLP NEOEN LIMITED: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned Neoen Limited a Long-Term Issuer Default Rating (IDR) of 'BB-', with Stable Outlook, and an long-term senior secured rating at 'BB+' with a Recovery Rating of 'RR2'. It has also assigned its upcoming senior secured notes an expected 'BB+(EXP)' rating. The final rating is contingent on the receipt of documents conforming to information already reviewed. Neoen's ratings are constrained by an aggressive growth strategy reliant on asset rotation. This is balanced by flexibility in project development with a prudent risk approach, strong revenue visibility, with 70% of consolidated revenue covered by power-purchase-agreements (PPAs) with investment-grade counterparties, and an average residual life of 10 years. Fitch's assessment is based on Neoen's recourse scope, including recourse debt only and holding company (holdco)-only cash flows, mainly cash distributed from subsidiaries after non-recourse debt servicing. Holdco-only funds from operations (FFO) leverage shows moderate headroom versus negative sensitivity of 5.5x. Key Rating Drivers Deconsolidated Approach: Fitch's main credit metric is holdco-only FFO leverage, calculated as Neoen's recourse debt (excluding project finance debt at subsidiaries, Wattle structure and European warehousing facility) divided by holdco-only FFO before interest paid (available cash distributed from subsidiaries, less holdco operating expenses and taxes). FFO interest coverage is also computed based on holdco-only cash flows and is rather solid at around 4.0x. Fitch forecasts holdco FFO leverage to increase towards 5.0x on average during 2026-2027. Fitch forecasts holdco EBITDA of about EUR155 million for the same period, which represents a sustainable base to assess leverage in its view. Good Asset Quality and Diversification: On a consolidated basis, Neoen benefits from good quality and young asset base with moderate geographical diversification. Close to 50% of the assets are located in Australia with the rest mostly in France (about 20%) and other European countries (about 20%). Around half of the group's installed capacity is solar photovoltaic with the other half equally split between onshore wind and battery energy storage systems (BESS). However, about 70% of Neoen's consolidated revenue is derived from contracts, which is lower than its peers' - a negative for the credit profile. A sustained decrease in the share of contracted revenue could be negative for the debt capacity and potentially for the rating. Aggressive Growth Strategy: Neoen plans to almost double the consolidated installed capacity in operation and under construction, excluding asset disposals, to around 18 GW by 2030. This entails doubling the yearly capacity additions to 2GW during 2026-2030, from 1GW historically. Execution risk is mitigated by the company's growth record as and a disciplined approach to capital deployment, with clear return requirements and no cross-subsidisation within the portfolio. Fitch expects management to maintain a flexible approach to growth, and to balance its long-term capacity targets with sustainable financial return at project level. Changing Portfolio Composition: The ambitious growth plan is reliant on substantial asset rotation, which results in a changing portfolio composition over 2026-2028 and increases business risk, in its view. Around one third of Neoen's operating capacity relates to BESS, which entails higher technological and regulatory risk and lower cash flow visibility compared with other well-established renewable technologies that are generally largely contracted, This is mitigated by its limited capex commitments after 2027 and an ample pipeline of projects in different development stages. Moderate Development Risk: Neoen generally enters into turnkey contracts with top-tier contractors and mitigates development risk with guarantees and typical contractual protections. Development risk is further mitigated by efforts to conclude supplier contracts and funding arrangements only once there is visibility on the offtake agreement. The group does not have standing framework agreements with suppliers but its size, largely standardised plant design, and operational record, allow it to achieve competitive EPC contract terms. Net Investments Shape Cash Flows: The trend of net debt at holdco level will mainly depend on the amount of equity investments into the opcos, net of the proceeds from asset disposals and the cash received in the form of annual distributions from the opcos. Its forecast assume a moderate increase of holdco net debt of about EUR100 million a year to support the growth ambitions of the group, while Fitch does not expect dividend distributions. Senior Secured Rating: Neoen's proposed EUR500 million senior secured rating benefits from a two-notch uplift from the IDR, resulting in a 'BB+' senior secured rating. Bondholders will benefit from collateral on securities, pledged bank accounts and intercompany receivables from Neoen as parent guarantor, Neoen Holding France SAS and Neoen France SAS. The uplift is in line with Fitch's generic approach for rating instruments of companies in the 'BB' rating category under its Corporates Recovery Ratings and Instrument Ratings Criteria. Standalone Rating: Neoen is rated on a standalone basis, as Fitch considers that the Parent and Subsidiary Linkage Rating Criteria do not apply to the group, due to its full ownership by a financial investor. Fitch views Brookfield Renewable Partners L.P. (BBB+/Stable) as a long-term investor, but Fitch does not expect it to extend material and recurring financial support to Neoen. Peer Analysis Neoen compares well with peers on scale and diversification, supported by a balanced technology mix across solar, wind and batteries and a broad footprint across Europe and Australia, with a smaller exposure to Latin America. Cash flow visibility is weaker than for most peers due to a lower proportion of contracted revenue. Neoen has a comparable operating footprint, relative to XPLR Infrastructure, LP (BB+/Stable), but the latter benefits from a fully contracted portfolio. Neoen is larger and has stronger asset quality than Atlantica Sustainable Infrastructure (BB-/Negative), reflecting its pure renewable focus and lower exposure to gas assets and emerging markets, although Atlantica's fully contracted portfolio supports revenue visibility. Neoen benefits from greater scale and diversification than TerraForm Power Operating (BB-/Stable), but the latter's almost fully contracted portfolio provides more predictable cash flow. Both companies have existing development and procurement capabilities, internally and through their relationship with Brookfield. Fitch expects TerraForm's new development activities, mainly focused on solar and BESS, to be limited in size relative to the operating portfolio. Fitch also views Neoen's asset base as stronger than ContourGlobal's (BB-/Stable), given its higher renewables share, longer remaining contracted life and more balanced geographic profile. ContourGlobal retains exposure to gas, creating re-contracting risk and heightened political/regulatory risk in emerging markets. Neoen is larger, more diversified and has lower concentration risk than Leeward Renewable Energy Operations (BB-/Stable). Fitch’s Key Rating-Case Assumptions - Cash flows available for holdco debt service averaging EUR150 million over 2026-2027, increasing to EUR230 million in 2028, due mostly to lower opco debt servicing - Effective holdco interest rate of 5% until 2028 - Average investment consisting of equity injections, net of project finance debt proceeds, of EUR800 million a year over 2026-2028 - Average proceeds from asset rotation of EUR460 million a yearover 2026-2028 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', Moderate), sector characteristics ('bbb', Lower), market and competitive positioning ('bbb+', Moderate), diversification and asset quality ('bbb+', Moderate), company operational characteristics ('bbb-', Moderate), profitability ('bb-', Higher), financial structure ('bb', Higher), and financial flexibility ('bb+', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 45% weight for the forecast year 2026, 45% for the forecast year 2027 and 10% for the forecast year 2028. The governance assessment of 'good' has no impact. The operating environment assessment of 'a+' has no impact. The other risk elements adjustment applies and results in an adjustment of -1 notch. The SCP is 'bb-'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'BB-'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Holdco-only FFO leverage above 5.5x on a sustained basis and FFO interest coverage lower than 2.5x - Material deterioration of the business profile, significant investment overruns or financial stress at the asset level - A decrease in the share of contracted operating cash flows below 70% could lead Fitch to reduce Neoen's debt capacity for the current rating Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Holdco-only FFO leverage below 4.5x on a sustained basis and FFO interest coverage above 3x - Material improvement of the business profile as a result, for example, of an increase in the share of contracted operating cash flows above 80% could improve Neoen's debt capacity Liquidity and Debt Structure Neoen will have limited debt maturities until 2031 following the senior unsecured debt issue. Its liquidity position is supported by a EUR400 million available revolving credit facility maturing in 2029. Fitch forecasts deeply negative free cash flow (FCF), but committed capex is limited and Neon could delay investments, depending on market conditions. Further, the considerable investments should be viewed in conjunction with the high level of asset rotation, which mitigates the deeply negative FCF. Issuer Profile Neoen is a renewable energy developer and producer focused on solar, wind and storage with operations in 14 countries, although mostly focused on Australia and France. Summary of Financial Adjustments Fitch rates Neoen based on a deconsolidated approach as operating assets are largely financed with non-recourse project debt. Neoen publishes only consolidated financials and presents several items for holdco (debt, cash, cash flows available for debt service). Fitch receives additional information on holdco financials, but it does not prepare parent-company full financial statements. The selected financials for the holdco used in its analysis do not require its adjustments. 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 Neoen. 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 ----------- ------ -------- Neoen Limited LT IDR BB- New Rating senior secured LT BB+ New Rating RR2 Neoen Finco Plc senior secured LT BB+(EXP) Expected Rating RR2 POTIONS CAULDRON: Administrators' Report Reveal Sale to Potions Grp ------------------------------------------------------------------- Stephen Farrell of insidermedia relays that a new report has revealed more details on the administration of The Potions Cauldron Ltd, a themed drinks emporium and mini golf brand, with creditors expected to miss out. Asher Miller and Stephen Katz, partners from BTG's London office, were appointed as joint administrators to The Potions Cauldron Ltd on April 10, 2026. The Potions Cauldron Ltd operated ten sites across the North of England and Scotland trading as The Potions Cauldron, Hole In Wand, The Potions Academy and The Potions Express. The York-based company offered potion making experiences, mini golf, and drinks retail and wholesale alongside a growing range of licensed drinks products. Revenue was GBP3.25 million in the year to March 2025, with a profit of GBP266,000, insidermedia relays. The Potions Cauldron opened an average of two sites per year, growing to 11 in total. However, despite several profitable themed locations and a strong performance for the wholesale business, a number of sites traded particularly poorly upon opening, causing a drag on the wider business, insidermedia cites. In their report to creditors, the administrators said that, in addition to the expensive debt and underperforming locations, during 2025, the company "experienced a combination of unfortunate operational issues and external market impacts which put further pressure on its financial footing and contributed to its eventual insolvency", insidermedia relays. These included a flood at the Chester Hole in Wand venue in January 2025, the government's introduction of a recycling charge on glass bottles, local policy changes in York and Blackpool, and the increase in Employer's National Insurance contributions. A new equity partner was sought during 2025, but the company was unable to secure investment or support for a restructure, according to insidermedia. In February 2026, the directors were referred to BTG Begbies Traynor, which conducted an accelerated M&A exercise. This eventually culminated in a pre-packaged sale out of administration in April 2026. The Potions Cauldron Ltd's assets were sold to The Potions Group Ltd for a consideration of GBP300,000, insidermedia says. The purchaser is a connected company as its director and majority shareholder is the father of Ben Fry, one of The Potions Cauldron Ltd's directors. According to the report, the deal included sites in York, Leeds, Chester, Blackpool and Seaham; however, the former store in Edinburgh closed with its four employees being made redundant. The remaining 72 staff transferred to the purchaser. The Potions Cauldron Ltd had four secured creditors: Nucleus, Treyd, Business Enterprise Fund and Business & Enterprise Finance Ltd and NPIF II. First ranking secured creditor Nucleus, owed a total of GBP164,000, is set to receive GBP50,000. However, no distribution is expected to be made to the other secured creditors. Potential preferential claims of employees for arrears of wages and accrued holiday are estimated at GBP2,932 and administrator have said that "realisations may be sufficient to facilitate a distribution". HM Revenue & Customs (HMRC), which is classified as secondary preferential creditor, is owed an estimated GBP142,000, but is unlikely to receive a return. Claims from unsecured creditors total about GBP2.24 million, but the report said it is "anticipated that realisations will be insufficient to enable any dividend to be paid". POUNDSTRETCHER: Court Approves Restructuring Plan ------------------------------------------------- Adam Beech of insidermedia reports that Poundstretcher, a discount retailer with more than 300 stores across the UK, has confirmed that its restructuring plan has been approved by the court. The plan, which received approval from 93 per cent of creditors (by value, of creditors which voted), aims to strengthen Poundstretcher's long-term position and help create a company that can grow sustainably in the years ahead, the report relays. The proposals do not include any store closures or redundancies, instead focusing on reducing property costs by seeking rent reductions with landlords. According to insidermedia, Chief executive Andy Atkinson said: "Today, our company is in a stronger position to continue investing in our stores, our people and the overall customer experience. "Our priority now is exactly what it has always been – ensuring our customers across the UK have access to great products at great value." Poundstretcher was acquired by funds managed by affiliates of Fortress Investment Group in April 2024. Last month, it was reported that the retailer would "likely have no choice" but to file for administration if the restructuring plan was not approved, insidermedia recounts. QG MEWS: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------- QG Mews Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003906. Geoffrey Rowley, David Hudson, and Simon Baggs, of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 27, 2026. The company specialized in buying and selling of its own 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 c/o FRP Advisory Trading Limited, 110 Cannon Street, London, EC4N 6EU). The Joint Administrators can be contacted at: Geoffrey Rowley David Hudson Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further information: Contact: Ella Sutton Tel: 020 3005 4000 Email: cp.london@frpadvisory.com FRP Advisory Trading Limited SADDLEBACK LIMITED: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------------ Saddleback Limited was placed into administration in the High Court of Justice, Business and Property Courts in Bristol, Insolvency & Companies List (ChD), Court Number CR-2026-BRS-000083. Jonathan Dunn and Matthew Whitchurch, both of FRP Advisory Trading Limited, were appointed as Joint Administrators on May 29, 2026. Saddleback Limited was a major UK-based distributor and wholesaler of elite road, mountain, and gravel cycling brands. The company's nature of business focused on the wholesale and retail of specialized cycling equipment, apparel (including its own label), and footwear. The company's registered office is Unit 12 Apollo Park, Armstrong Way, Yate, Bristol, BS37 5AH (to be changed to c/o FRP Advisory Trading Limited, Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ). Its principal trading address is Unit 12 Apollo Park, Armstrong Way, Yate, Bristol, BS37 5AH. The Joint Administrators can be contacted at: Jonathan Dunn Matthew Whitchurch FRP Advisory Trading Limited Kings Orchard 1 Queen Street Bristol BS2 0HQ Further information: Contact: Anthony Druce Email: Anthony.Druce@frpadvisory.com Tel: 0117 203 3700 Alternative Tel: 0117 203 3678 FRP Advisory Trading Limited ST. PAUL'S CLO VII: Moody's Cuts EUR12MM F-R Notes Rating to Caa1 ----------------------------------------------------------------- Moody's Ratings has downgraded the rating on the following notes issued by St. Paul's CLO VII DAC: EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to Caa1 (sf); previously on Jun 22, 2021 Definitive Rating Assigned B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR244,000,000 (Current outstanding amount EUR243,764,665) Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 22, 2021 Definitive Rating Assigned Aaa (sf) EUR32,000,000 Class B-1-R Senior Secured Floating Rate Notes due 2034, Affirmed Aa2 (sf); previously on Jun 22, 2021 Definitive Rating Assigned Aa2 (sf) EUR10,000,000 Class B-2-R Senior Secured Fixed Rate Notes due 2034, Affirmed Aa2 (sf); previously on Jun 22, 2021 Definitive Rating Assigned Aa2 (sf) EUR24,000,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Jun 22, 2021 Definitive Rating Assigned A2 (sf) EUR28,800,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 22, 2021 Definitive Rating Assigned Baa3 (sf) EUR21,200,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 22, 2021 Definitive Rating Assigned Ba3 (sf) St. Paul's CLO VII DAC, issued in March 2017 and refinanced in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by ICG Manager Limited. The transaction's reinvestment period ended in December 2025. RATINGS RATIONALE The rating downgrade on the Class F-R notes is primarily a result of the deterioration in over-collateralisation ratio since the payment date in April 2025. The over-collateralisation ratio of the class F-R notes has deteriorated over the last 12 months. According to the trustee report dated April 2026[1] the Class F OC ratio is reported at 103.9% compared to April 2025[2] level of 105.18%. The affirmations on the ratings on the Class A-R, Class B-1-R, Class B-2-R, Class C-R, Class D-R and Class E-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR391.9m Defaulted Securities: EUR9.7m Diversity Score: 46 Weighted Average Rating Factor (WARF): 3385 Weighted Average Life (WAL): 3.9 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 4.1% Weighted Average Coupon (WAC): 6.1% Weighted Average Recovery Rate (WARR): 43.9% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Moody's notes that the May 2026 trustee report was published at the time Moody's were completing Moody's analysis of the April 2026 data. Key portfolio metrics such as WARF, diversity score, weighted average spread and life, and OC ratios exhibit little or no change between these dates. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. WMCD REALISATIONS: Leonard Curtis Appointed as Joint Liquidators ---------------------------------------------------------------- WMCD Realisations 2026 Limited (formerly Wallace, McDowall Limited) was placed into liquidation in the Court of Session, Court Number P560 of 2026. Hilary Pascoe and Mike Dillon, both of Leonard Curtis, were appointed as Joint Liquidators on May 22, 2026. The company specialized in manufacturing. Its registered office is Bld 11c Spirit Aerosystems, Tarbolton Road, Monkton, Ayrshire, KA9 2RR. The Joint Liquidators can be contacted at: Hilary Pascoe Mike Dillon Leonard Curtis Riverside House Irwell Street Manchester M3 5EN Further information: Alternative contact: Helen Hales Email: recovery@leonardcurtis.co.uk Leonard Curtis ********* 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 * * *