260623.mbx

260623.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 23, 2026, Vol. 27, No. 124 Headlines A R M E N I A ID BANK: Moody's Affirms 'Ba3' Bank Deposit Ratings, Outlook Stable NATIONAL MORTGAGE: Moody's Affirms 'Ba3' CFR, Outlook Stable G E R M A N Y DEMIRE DEUTSCHE: Fitch Affirms 'CCC+' LongTerm IDR I R E L A N D NEUBERGER BERMAN 6: Fitch Assigns B-sf Rating on Cl. F-R Notes I T A L Y BIP SPA: Moody's Affirms 'B2' CFR & Alters Outlook to Negative GUALA CLOSURES: Moody's Alters Outlook on 'B2' CFR to Negative NEOPHARMED GENTILI: S&P Rates New GBP425MM Secured Notes 'B' L U X E M B O U R G CPI PROPERTY: S&P Rates Proposed Unsec. Sub. Hybrid Notes 'B' N E T H E R L A N D S CENTRIENT HOLDING: Moody's Alters Outlook on 'B3' CFR to Negative S P A I N AQUILES SPAIN: S&P Affirms 'B-' ICR & Alters Outlook to Negative S W E D E N CUBE SAFETY: S&P Assigns 'B' LongTerm ICR, Outlook Stable T U R K E Y TURKIYE IHRACAT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable TURKIYE KALKINMA: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable U N I T E D K I N G D O M CHANNEL FACILITIES: JT Maxwell Appointed as Administrator STONEPEAK MOTION: Fitch Assigns 'BB(EXP)' IDR, Outlook Stable STONEPEAK MOTION: S&P Assigns Prelim. 'BB-' ICR, Outlook Stable TENET GROUP: Interpath Advisory Appointed as Administrator THEQUAYSIDE LTD: Richard J Smith Appointed as Joint Administrators TULLOW OIL: Fitch Assigns 'CCC+' LongTerm IDR TWIN BRIDGES 2026-1: Moody's Assigns (P)B1 Rating to Class X Notes - - - - - ============= A R M E N I A ============= ID BANK: Moody's Affirms 'Ba3' Bank Deposit Ratings, Outlook Stable ------------------------------------------------------------------- Moody's Ratings has affirmed ID Bank CJSC's (ID Bank) Ba3 long-term local and foreign currency bank deposit ratings and maintained the stable outlook on these ratings. Concurrently, Moody's affirmed the bank's ba3 Baseline Credit Assessment (BCA) and Adjusted BCA, Not Prime (NP) short-term local and foreign currency bank deposit ratings, the bank's Ba2/NP long-term and short-term local and foreign currency Counterparty Risk Ratings (CRRs) and the Ba2(cr)/NP(cr) long-term and short-term Counterparty Risk Assessments (CR Assessments). RATINGS RATIONALE The affirmation of ID Bank's BCA and Adjusted BCA at ba3 reflects its solid capital and liquidity buffers. It also incorporates the bank's robust asset quality, strong recurring profitability and moderate share of market funds. However, these strengths are moderated by the bank's rapid loan book growth, which strains asset quality, and volatile revenue. Over the recent four years, ID Bank has significantly decreased the share of its problem loans (PLs; defined as stage 3 lending under IFRS 9) and improved provisioning coverage following repayments and write-offs of its legacy corporate portfolio. In 2025, the bank's asset quality remained broadly stable, with its PL ratio declining to 1.6% as of year-end 2025 from 1.7% as of year-end 2024. Meanwhile, the PL coverage by loan loss reserves improved to 130% as of year-end 2025 from 120% as of year-end 2024. Moody's expects its PL ratio to remain broadly stable in the next 12-18 months. In 2025, ID Bank reported net income of AMD 17.7 billion, translating into a strong return on tangible assets of 3.5%. However, the net interest margin compressed to 5.7% from 6.2% in 2024, reflecting higher funding costs, while the cost-to-income ratio continued to deteriorate, reaching 47% at year-end. Moody's expects the bank's return on tangible assets to moderate to lower levels in the next 12-18 months. High capital adequacy remains one of ID Bank's key credit strengths, providing a buffer against unexpected losses. Its tangible common equity (TCE)/risk-weighted assets (RWA) remained strong at 21.1% as of year-end 2025 despite rapid loan book growth of 34% and substantial dividend payouts. Moody's expects the TCE/RWA ratio to continue to gradually decline due to further dividend distributions, with RWA and loan book growth moderating at around 25-30% over the next 12-18 months. The share of less-stable funds as of year-end stood at 36% of tangible assets, compared with 32% as of year-end 2024. Moody's expects this ratio to remain broadly stable in the next 12-18 months, as the bank's strong asset growth continues to outpace deposit inflows. ID Bank's core-banking liquidity assets declined to 19% of tangible banking assets as of year-end 2025 from 21% as of year-end 2024 amid rapid loan book expansion. Moody's expects the liquidity buffer to remain broadly stable in the next 12-18 months. ID Bank's Ba3 long-term foreign- and local-currency deposit ratings are based solely on the bank's ba3 Baseline Credit Assessment (BCA), and do not incorporate any affiliate or government support being a privately owned bank with an asset market share of about 4%. The outlook on ID Bank's long-term deposit ratings is stable, reflecting Moody's views that the bank will maintain its sound fundamentals, in particular asset quality and profitability, over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings of ID Bank have limited upward potential for the next 12-18 months, given that they are constrained by the sovereign rating. Therefore, the ratings upgrade would require both a strengthening of the bank's standalone fundamentals and an improvement in the sovereign's creditworthiness. ID Bank's BCA and deposit ratings could be downgraded or the outlook on the long-term deposit ratings could be changed to negative if the bank's solvency or liquidity were to deteriorate materially or in case of a remarkable deterioration of the operating environment. A downgrade of Armenia's issuer rating could constrain ID Bank's deposit ratings which is not currently expected. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in November 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. NATIONAL MORTGAGE: Moody's Affirms 'Ba3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings has affirmed National Mortgage Company RCO CJSC's (NMC) Ba3 long-term Corporate Family Rating and Ba3 long-term local and foreign currency issuer ratings and maintained a stable issuer outlook. Concurrently, Moody's affirmed the company's ba3 standalone assessment. RATINGS RATIONALE The affirmation of NMC's ba3 standalone assessment reflects its strong capital, profitability and asset quality metrics. Against these strengths, the standalone assessment further reflects Armenia's volatile operating environment and NMC's unseasoned loan book. More specifically, capital adequacy remains a key credit strength, sufficient to support asset growth and absorb losses. Moody's expects that the company's tangible common equity as a percent of tangible managed assets – which stood at 42% as of year-end 2025 – to remain above 35% in the next 12-18 months. Moody's also expects NMC's profitability to remain supported by its healthy net interest margin (NIM) and cost efficiency. Its 2025 return on average managed assets stood at 2.3%. In terms of asset quality, NMC reported no problem loans (defined as stage 3 lending under IFRS 9) for several years, attributed to its efficient risk monitoring and control systems, as well as its unique risk sharing mechanism which leaves credit risk of the mortgage portfolio on the mortgage loan originator. Against these strengths, the standalone assessment further reflects Armenia's potentially volatile operating environment, an unseasoned loan book after a few years of rapid growth, as well as the company's modest size and limited business diversification. Moody's also notes the progress in NMC's funding profile, supported by diversification into medium-term bond market borrowings, its prudent liquidity management, and ongoing efforts to broaden the institutional investor base. NMC's Ba3 CFR reflects its standalone assessment of ba3 and Moody's assumptions of a "very high" probability of support from the Government of Armenia (Ba3 stable), although it does not lead to any rating uplift. The support assumption reflects NMC's full ownership by the Central Bank of Armenia (CBA), its public policy role supporting the development of Armenia's housing finance market, and track record of CBA support in terms of capital increases and the extension of funding lines. NMC remains an important policy instrument for the state to carry out its development policies. RATINGS OUTLOOK The stable outlook reflects Moody's expectations that NMC's financial metrics will remain broadly stable in the next 12-18 months, supported by strong loss absorption capacity and robust asset quality. The stable outlook is further aligned with the stable outlook on the sovereign, which informs Moody's government support assumptions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of NMC's ratings would require both a more robust operating environment and a higher sovereign rating, as its ratings are already on par with the sovereign rating. Downward pressure on the ratings would arise in the event of a deterioration in the sovereign's credit profile, as would be indicated by a downgrade of the sovereign rating. A significant weakening of NMC's standalone credit profile, driven by a deterioration in asset quality, liquidity, and capital buffers, could also lead to a downgrade. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. NMC's "Assigned Standalone Assessment" score of ba3 is set seven notches below the "Financial Profile" initial score of A2 to reflect the expected trend of its capitalisation, its still modest funding diversification and high asset risks. ============= G E R M A N Y ============= DEMIRE DEUTSCHE: Fitch Affirms 'CCC+' LongTerm IDR -------------------------------------------------- Fitch Ratings has affirmed DEMIRE Deutsche Mittelstand Real Estate AG's Long-Term Issuer Default Rating (IDR) at 'CCC+' and its senior secured bond at 'B' with a Recovery Rating of 'RR2'. The ratings reflect DEMIRE's weak operating profile, with high vacancy, weak tenant and investor demand for its secondary office space and declining letting momentum across its portfolio. The ratings also reflect limited deleveraging prospects, as disposal execution has slowed and meaningful sales may need to come from larger assets, alongside rising refinancing pressure. DEMIRE shareholders' 8 June announcement that they would start selling their 90% equity stakes requires bidders to bring forward discussions with the EUR247 million secured bondholders about their December 2027 maturity. Key Rating Drivers Thinly Spread German Portfolio: DEMIRE's end-2025 German portfolio of secondary assets reduced in number to 43 (2024: 51) valued at EUR0.7 billion (2024: EUR0.8 billion), driven by asset disposals and a 30% peak-to-trough devaluation. The portfolio is scattered across Germany, which makes asset management less efficient. However, diversification by geography and use provides some resilience. By value, the portfolio is 61.7% office assets, 30.6% retail, and 7.7% hotel/other. The portfolio has high vacancy (1Q26: 21%), affordable rents of around EUR10/sqm/month on average and a stable weighted average unexpired lease term (WAULT) of 5.2 years, which will drop to 4.8 years should the disposal of the long-leased Frankfurt hotel held for sale crystallise. Operational Challenges: DEMIRE's property portfolio has operational difficulties, primarily reflected in an increasing vacancy rate, rising from 15% at end-2024 to 21% at end-1Q26. Germany's economic difficulties have had the greatest impact on the office portfolio (vacancy: 27%), where time to re-let is increasing; while competing local space is putting adverse pressure on rents in many locations, resulting in a negative 2.8% like-for-like rental growth in 2025. Fitch also expects like-for-like rents in 2026 to decline, as 1Q26 tenant departures are unlikely to be offset. Retail assets (13% vacancy) are performing better, although structural risks remain from retailers and restaurants whose margins are being squeezed by renewed inflation, and tenant risk related to struggling department store operator Galeria (3.4% of 2025 rental income). Deutsche Telekom (8.2 %) continued to reduce space across its regional offices within the DEMIRE portfolio. Secured Bond Informs Acquirers' Bids: Apollo and the Wecken family have begun "a structured process" to sell their combined 90% stakes in DEMIRE. Potential acquirers' bids will need a strategy towards the EUR247 million secured bond, which has a change-of-control put. The equity value will be affected by the December 2027 scheduled bond maturity, or a potential negotiated part-repayment and voluntary extension, and what happens with the shareholder loan maturing December 2028. Alternatively, there may be no attractive bid and a forced portfolio monetisation will be pursued. Prospects for Reducing Debt: DEMIRE needs to reduce debt through asset sales to support bond refinancing prospects. The limited share of smaller assets in properties held for sale and in assets sold in 2024-2025 points to weak investor demand for assets valued below EUR20 million, which make up 42% of the portfolio. Meaningful disposals could come from the top 10 assets (58% of the portfolio by market value) but this would depend on occupancy, remove higher-quality assets and reduce the group's rental income more materially. Disposals Momentum Slowdown: Disposals in 2025 were dominated by one large transaction, a fully let Freiburg office sold for EUR24.8 million (26% below its 2024 book value). DEMIRE reported EUR64 million of headline disposals in 2025 (2024: EUR124 million), but excluding those signed and reported in 2024 and 2026 leaves only EUR33.8 million, clearly below 2024. The weighted average discount for disposals signed in 2025 was 29%. The disposal pipeline mainly comprises three assets: offices in Bonn and Leipzig, valued at EUR66 million and EUR27 million, respectively, both with about 40% vacancy, and a EUR28 million fully let hotel in Frankfurt. Letting Volumes Declining: Conditions in the German office leasing market weakened in 1Q26, particularly for secondary offices. This was reflected in DEMIRE's leasing volumes, which fell to 2,700 sq m in 1Q26 (1Q25: 25,000 sq m). Lower tenant willingness to make space decisions reflects the delayed recovery of the German economy, which is now more likely in 2027 than in 2026. DEMIRE's headline leasing volume of 128,000 sq m in 2025 (2024: 68,000 sq m) was dominated by 90% renewals, highlighting the difficulties of finding new tenants, and was inflated by the conversion of a 56,000 sq m existing master lease into direct leases. Leverage Remains High: Fitch forecasts net debt/EBITDA leverage will increase to 18.0x-19.5x in 2026-2027 even though it fell to 13.4x in 2025. Debt reduction remains slow due to disposal volumes being below previous targets. Lower EBITDA reflects lower rents from disposals and vacancies, while operating and central costs remain broadly flat. Fitch forecasts EBITDA interest cover at about 1x in 2026. Interest cover would be 0.8x in 2027 excluding the bond's penalty interest payable in that year. Fitch-calculated loan-to-value was 48% at end-2025. Peer Analysis Within Brookfield-owned Alexandrite Lake Lux Holdings S.à r.l. (B+/Negative), alstria S.à r.l. offers mid-market rents in or near German CBD locations, where demand is stronger than for DEMIRE's non-CBD affordable office space. This is reflected in an average rent of EUR19/sq m/month, compared with EUR9.8 for DEMIRE (2025 reported, both excluding vacancies). However, like DEMIRE, alstria's business case has come under pressure from the weak German office market, resulting in increasing vacancy and missed disposal targets. Subject to funding, the rental upside achievable through capex is higher for alstria than for DEMIRE's regional offices. DEMIRE's shareholders are hoping that a new owner will dedicate more capex to support more lettings and prospective asset values. Sirius Real Estate Limited (BBB/Stable) also invests in secondary German offices, but these are more strategically located close to key German cities. Sirius's approach to acquiring higher-yielding assets, with a moderate level of capex required (similar to DEMIRE's) is more standardised, with a record of improving cash flows and WAULTs. Fitch's Key Rating-Case Assumptions - Negative like-for-like rental growth due to 50% re-leasing of lease expiries in each year and rental uplift of only 1% on successful re-lettings; CPI indexation of 2% a year - Further rent roll reduction due to disposals - Not much improvement in the portfolio's vacancy rates, which is also a function of the disposals achieved - Fitch-calculated rental-derived EBITDA (used in interest cover and net debt/EBITDA) to deduct deducting Fair Value REIT-AG funds' minorities' cash dividend of EUR3.4 million a year. - The group's property companies' (propcos)annual debt amortisations ay EUR26 million in 2026, and EUR4.8 million in 2027 (excluding facilities not prepaid by assumed asset disposals) - New debt to repay upcoming debt maturities, at a cash interest cost of up to 5% for refinancing secured debt and 8% for refinancing the secured bond - Disposals of about EUR140 million during 2026-2027; no prepayment of the secured bond - No further cash proceeds from the Cielo structure - Mainly fixed-rate debt, with an additional accruing 3% interest cost in 2026 and 5% in 2027 on the secured bond's 2027 outstandings - Subordinated shareholder loan capitalising its interest at 22% a year - Tax paid results from recent years' disposals of EUR15 million in 2026, EUR10 million in 2027, and EUR5 million in 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 ('bb-', Moderate), access to capital ('b+', Moderate), liability profile ('b+', Moderate), property portfolio ('bb-', Moderate), rental income risk profile ('bb-', Moderate), profitability ('b', Lower), financial structure ('ccc', Higher), and financial flexibility ('b-', Moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and have no impact. The governance assessment of 'good' has no impact. The operating environment assessment of 'aa-' has no impact. The SCP is 'ccc+'. Recovery Analysis Its recovery analysis assumes that DEMIRE would be liquidated rather than restructured as a going concern in a default. Using end-1Q26 independently assessed investment property values, Fitch deducts propcos' properties pledged to their respective direct secured creditors. The group's remaining investment property collateral totals EUR344 million, to which Fitch applies a standard 20% discount. Fitch assumes no cash is available for recoveries. There are no undrawn revolving credit facilities. In addition, Fitch makes a standard 10% deduction for administrative claims. The resulting amount is compared against the EUR247 million secured bond. Fitch's principal waterfall analysis generates a ranked recovery for the secured bond of 100%, but under Fitch's Recovery Rating criteria the secured bond is a second lien instrument whose Recovery Rating is capped at 'RR2'. The subordinated shareholder loan ranks behind the secured bond. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Lack of disposal activity - Further examples of adverse forced disposals of propco entities in the group - Lack of progress by end-2026 on refinancing the secured bond Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Plans to refinance the secured bond, with visibility on elongation of the subordinated shareholder loan maturing at end-2028 - Significant improvement in vacancies that increases rental income, decreases void costs and raises property valuations - Fitch-adjusted (for minority cash dividends) cash interest cover sustainably above 1.1x - Net debt/EBITDA lower than 17x - Fitch-calculated loan-to-value ratio below 55% - History of flat-to-positive year-on-year rent increases upon re-leasing Liquidity and Debt Structure At end-2025, DEMIRE had EUR52 million of readily available cash, which covered EUR38 million of secured bank debt maturing in 2026 (EUR29 million of which were repaid or extended at end-1Q26). If planned 2026 disposals proceed, FCF after acquisitions will add to liquidity, resulting in a liquidity score of 2.3x. The company has no undrawn credit facilities. Asset monetisations are required for the EUR247 million outstanding secured bond maturing in December 2027. Secured bank financing remains partially available to DEMIRE. Banks' secured lending is increasingly selective, and refinancings hinge on the occupancy and WAULT of the assets. DEMIRE did not prepay the EUR50 million minimum required to avoid the secured bond extension fees in 2025 as disposals have been slowing, and is unlikely to achieve the same minimum prepayment in 2026. This will together result in a 5% step-up to its 5% coupon. In addition, 3% additional interest will apply from 2027. Both the extension fees and the additional interest are accruing and are due on bond maturity. 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 DEMIRE Deutsche Mittelstand Real Estate AG. ESG Considerations DEMIRE has an ESG Relevance Score of '4' for Management Strategy due to disruption in executing the strategy of re-investing in assets and financial inflexibility constraining future options for the company as the portfolio shrinks in size, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. DEMIRE has an ESG Relevance Score of '4' for Group Structure due to structural complexities within the group including part-owned entities, 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 ----------- ------ -------- ----- DEMIRE Deutsche Mittelstand Real Estate AG LT IDR CCC+ Affirmed CCC+ senior secured LT B Affirmed RR2 B ============= I R E L A N D ============= NEUBERGER BERMAN 6: Fitch Assigns B-sf Rating on Cl. F-R Notes -------------------------------------------------------------- Fitch Ratings has assigned Neuberger Berman Loan Advisers Euro CLO 6 DAC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Neuberger Berman Loan Advisers Euro CLO 6 DAC Class A XS2801329421 LT PIFsf Paid In Full AAAsf Class A-R LT AAAsf New Rating Class B-1 XS2801329777 LT PIFsf Paid In Full AAsf Class B-2 XS2801329934 LT PIFsf Paid In Full AAsf Class B-R LT AAsf New Rating Class C XS2801330270 LT PIFsf Paid In Full Asf Class C-R LT Asf New Rating Class D XS2801330353 LT PIFsf Paid In Full BBB-sf Class D-R LT BBB-sf New Rating Class E XS2801330601 LT PIFsf Paid In Full BB-sf Class E-R LT BB-sf New Rating Class F XS2801330866 LT PIFsf Paid In Full B-sf Class F-R LT B-sf New Rating Transaction Summary Neuberger Berman Loan Advisers Euro CLO 6 DAC is a securitisation of mainly senior secured loans and secured senior bonds (at least 90%), with a component of senior unsecured, mezzanine and second-lien loans. On the issue date, the existing notes except for the subordinated notes were refinanced. The portfolio is actively managed by Neuberger Berman Europe Limited. The CLO has a 2.6-year reinvestment period and following the refinancing, a 6.5-year weighted average life (WAL) test and a legal maturity date in July 2039. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor (WARF) of the identified portfolio is 23.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 65.1%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including the top-10 obligor concentration limit at 20% and the maximum exposure to the three largest (Fitch-defined) industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two Fitch test matrices. Both matrices are effective from issue and correspond to a 6.5-year WAL. The matrices have two different limits for fixed-rate assets at 5% and 12.5%. The transaction has an approximately 2.6-year reinvestment period and reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): Fitch reduced the WAL used for the transaction's stress portfolio analysis by six months, down to 6.0 years, this is because the WAL haircut applied is subject to a six-year floor. This accounts for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include, among others, passing both the coverage tests and the Fitch 'CCC' maximum limit, as well as a WAL covenant that progressively steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no negative impact on the class A to E notes and lead to a downgrade to below 'B-sf' for the class F notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the current portfolio than the stressed-case portfolio, the class C, E and F notes display rating cushions of three notches and the class B and D note display of two notches. The class A notes do not display any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches for the class B notes, up to two notches for the class A, C and D notes, and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to six notches for the notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, meaning the notes are able to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may occur on stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Neuberger Berman Loan Advisers Euro CLO 6 DAC Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Neuberger Berman Loan Advisers Euro CLO 6 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. ========= I T A L Y ========= BIP SPA: Moody's Affirms 'B2' CFR & Alters Outlook to Negative -------------------------------------------------------------- Moody's Ratings has affirmed BIP S.p.A.'s (BIP or the company) B2 corporate family rating (and B2-PD probability of default rating. Moody's have also affirmed the B2 ratings on BIP's EUR345 million senior secured notes due 2028 and EUR130 million senior secured notes due 2031. The outlook has been changed to negative from stable. "The rating action reflects the risk that, despite Moody's expectations of growth in revenue and profitability, BIP's Moody's-adjusted metrics will remain outside the thresholds required for a B2 rating going forward, which could result in negative pressure over time" said Fabrizio Marchesi, a Moody's Ratings VP-Senior Analyst and lead analyst for the company. "The rating action also assumes that the company will address its upcoming 2028 debt maturity on a timely basis and in a way that does not materially weigh on the company's financial metrics" added Mr. Marchesi. RATINGS RATIONALE Although BIP continued to grow in 2025, its financial performance was weaker than Moody's expected and the company's Moody's-adjusted metrics remain outside the thresholds required for a B2 CFR. Headline revenue grew 10% year-over-year in 2025 but company adjusted EBITDA only rose 1% to EUR104 million and Moody's-adjusted EBITDA only improved to EUR99 million, up from EUR96 million in the prior year. Moody's-adjusted leverage rose to 6.4x as of December 31, 2025, up from 5.8x in the prior year, as a result of a EUR60 million tap issuance which took place in May 2025. BIP's Moody's-adjusted leverage has remained above Moody's 5.5x leverage guidance for a B2 CFR ever since the initial rating was assigned in 2021. Furthermore, BIP's Moody's-adjusted free cash flow (FCF) was negative EUR42 million in 2025 (or -7% of Moody's-adjusted debt). The company has not generated positive Moody's-adjusted FCF on a cumulative basis over the past five years, owing to significant working capital absorption. The guidance for BIP's B2 rating is positive low-to-mid single-digit levels of Moody's-adjusted FCF/debt on a yearly basis. Going forward, Moody's expects that BIP will grow revenue and profitability but that there is execution risk associated with the company improving its Moody's-adjusted metrics to the levels consistent with a B2 CFR, especially Moody's-adjusted FCF/debt. Moody's forecasts year-over-year revenue growth of 10% in 2026 and 9% in 2027, supported by growth in core geographies and new product lines. Moody's also expects an improvement in company-adjusted EBITDA to EUR116 million in 2026 and EUR128 million in 2027 (equivalent to Moody's-adjusted EBITDA of EUR106 million and EUR117 million). This would provide BIP with the opportunity to reduce Moody's-adjusted leverage to 5.9x by December 2026 and 5.3x by December 2027, absent any additional debt issuance over the next 12-18 months. Moody's forecasts that Moody's-adjusted FCF will improve, remaining negative in 2026 and 2027 and reaching break-even levels in 2028. BIP's rating is supported by a well-respected brand and resilient business model, which has demonstrated growth in revenue and profitability across different economic cycles; ongoing market demand for consulting solutions, including increased digitalisation among BIP's customers; and long-standing client relationships. Concurrently, the rating is constrained by BIP's small scale in a highly competitive and fragmented industry; its geographical and customer concentration; its reliance on key employees' network of client relationships; and the company's financial policy, which has been characterised by repeated debt-funded acquisitions. There is also a risk that management could pursue shareholder-friendly policies, given the company's private equity ownership. LIQUIDITY Moody's considers BIP's liquidity to be adequate, supported by a cash balance of EUR63 million and an undrawn EUR60 million RCF, both as of December 31, 2025. As per Moody's forecasts this liquidity is partly required to cover negative Moody's-adjusted FCF of EUR18 million in 2026 and EUR6 million in 2027, equivalent to -3% and -1% of Moody's-adjusted debt, respectively. STRUCTURAL CONSIDERATIONS The capital structure includes a EUR60 million super-senior RCF due in April 2028 as well as EUR345 million of senior secured floating rate notes due October 2028 and EUR130 million of senior secured floating rate notes due May 2031. The security package provided to lenders is limited to pledges over shares and intercompany receivables, which Moody's considers to be weak. The B2 ratings on the senior secured debt is in line with the CFR reflecting the presence of the super-senior RCF as well as trade payables and leases in the capital structure. The RCF would rank ahead of the notes in an enforcement scenario under the provisions of the intercreditor agreement. The B2-PD probability of default rating is at the same level as the CFR, reflecting Moody's assumptions of a 50% family recovery rate. RATING OUTLOOK The negative outlook reflects Moody's expectations of growth in BIP's revenue and EBITDA over the next 12-18 months but also the risk that the company's Moody's-adjusted leverage and Moody's-adjusted FCF/debt will remain outside the thresholds required for a B2 rating. The outlook could be stabilized over the next 12-18 months should BIP deliver stable Moody's-adjusted EBITDA margins as well as reduce its Moody's-adjusted leverage to below 5.5x and also improve its cash flow generation such that Moody's-adjusted FCF/debt rises towards low-to-mid single-digit levels on a sustainable basis. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive ratings pressure is unlikely over the next 12-18 months but could develop over time if BIP continues to grow its size and scale in terms of revenue and EBITDA and expands its geographical diversification; Moody's-adjusted leverage improves to below 4.5x on a sustained basis while delivering a still solid operating performance; Moody's-adjusted FCF/debt improves to around 10%; and the company maintains at least good liquidity. Negative ratings pressure could arise over the next 12-18 months if BIP faces revenue and EBITDA pressure, including if there was a sustained deterioration in the market or competitive environment; Moody's-adjusted leverage does not improve to below 5.5x or Moody's-adjusted FCF/debt does not increase towards low-to-mid single-digit levels, all on a sustained basis; or its liquidity profile weakens including if the company does not address its upcoming debt maturities on a timely basis. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Established in Milan in 2003, BIP is a consulting firm providing management consulting and business integration services with a strong focus on digital transformation to a wide range of clients in energy, utilities, technology, media, telecommunications, public sector and healthcare industries amongst others. The company generated revenue of EUR644 million and company adjusted EBITDA of EUR104 million in the fiscal year ended December 31, 2025. GUALA CLOSURES: Moody's Alters Outlook on 'B2' CFR to Negative -------------------------------------------------------------- Moody's Ratings has changed the outlook of Guala Closures S.p.A. (Guala or the company) to negative from stable. Guala is a global manufacturer of plastic and aluminium closures for the beverage industry. Concurrently, Moody's have affirmed its B2 corporate family rating and B2-PD probability of default rating, and the B2 instrument rating on its EUR500 million backed senior secured notes due 2028 and on its EUR500 million backed senior secured floating rate notes (FRNs) due 2029. "The outlook change to negative from stable reflects Moody's views that Guala's leverage will remain elevated for the B2 rating category over the next 12 to 18 months amid still-soft demand for alcoholic beverages, particularly spirits and wine, intense competition in crown closures and renewed inflationary cost pressures, as well as an aggressive acquisition strategy" says Donatella Maso, a Moody's Vice President – Senior Credit Officer and lead analyst for Guala. RATINGS RATIONALE Guala's like-for-like operating performance has been weak since 2023. In 2025 and the first quarter of 2026, underlying demand for closures remained below Moody's expectations. On a last-twelve-months basis to March 2026, like-for-like revenue declined by 1.2% to EUR848 million, reflecting weak volumes across several end markets, most notably spirits, which account for more than half of revenue, and across most regions. The decline in revenue and EBITDA was partly offset by recent acquisitions. Profitability also declined slightly, although this was partly mitigated by cost-containment measures and operational efficiencies. As a result, pro forma for the recent acquisitions, leverage remained elevated at around 7.0x as of March 2026, compared with 6.7x at December 2025. Cash generation weakened in Q1 2026 because of seasonal working-capital absorption and the payment of the purchase price adjustment related to the acquisition of KWK Kunststoffwerk Kremsmünster GmbH (KWK). The negative outlook reflects the risk that Guala's leverage will remain elevated over the next 12–18 months, given limited visibility on a recovery in organic growth. In Moody's forecasts, Moody's do not expect EBITDA growth in 2026 because of weak demand in spirits, uneven order intake across divisions and continued competitive pressure in the crown closures business, alongside structural shifts in alcohol consumption. In addition, renewed inflationary pressure on energy, logistics and raw materials could limit further margin expansion despite ongoing mitigation measures. While Moody's expects growth to resume in 2027, visibility remains limited. As a result, deleveraging is likely to remain modest over the next two years. More positively, free cash flow should benefit from lower capital spending now that the company has completed its main investment projects. This additional flexibility may be needed because Guala's EUR500 million senior secured notes, which carry a relatively low coupon, mature in 2028, exposing the company to potentially higher interest costs. However, overall cash generation will weaken owing to the purchase price paid for the recent acquisitions. Guala's B2 rating also reflects its small scale compared with its much larger and consolidated customer base; the fact that more than 50% of its revenue is derived from more commoditised products (standard closures) which are subject to more intense competition; a degree of customer concentration; its exposure to raw material price volatility, particularly for aluminium and plastic resins; and its exposure to foreign-exchange fluctuations because of the currency mismatch between cash flow and debt, which is mainly euro denominated. On the positive side, the B2 rating is supported by Guala's solid business profile, which is underpinned by its market-leading position in the niche and less-standardised safety and luxury closure segments; its presence in the less discretionary food and beverage end markets; and by a good geographical diversification. LIQUIDITY Guala's liquidity profile is adequate. The company has access to approximately EUR113 million of cash on balance sheet as of March 2026; full availability under its EUR175 million super senior RCF maturing in 2027; and not significant debt maturities until 2028, when the EUR500 million senior secured notes are due. The company also relies on local facilities and on an uncommitted non-recourse factoring factoring program. These sources of liquidity are sufficient to cover intra-year working capital swings because of seasonality, integration costs, capital expenditures (excluding IFRS 16 lease repayments but including growth capex) of 5-6% of revenue per year in 2026-2027, dividends to minority shareholders, deferred consideration liabilities and purchase price for the three recent acquisitions for around additional EUR80 million. STRUCTURAL CONSIDERATIONS The B2 rating on the EUR500 million senior secured notes due 2028 and on the EUR500 million senior secured FRNs due 2029 is the same as the CFR because they represent most of the debt in the capital structure. Both the notes and the super senior RCF are mainly secured against share pledges of certain companies of the group, but the RCF ranks ahead of the notes upon enforcement. Moody's typically view debt with this type of security package to be akin to unsecured debt. As of March 2026, the subsidiaries guaranteeing the notes represented together with the issuer, 44% of consolidated adjusted EBITDA and 44% of total assets, which the rating agency considers to be weak. NEGATIVE RATING OUTLOOK The negative outlook reflects the macroeconomic and geopolitical risks which could prevent Guala from deleveraging to a level considered appropriate for the B2 rating category. The outlook assumes that the company will not embark in material debt-funded acquisitions or further shareholders distributions, and it will address upcoming debt maturities in a timely manner. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade on the rating is unlikely in the next 12 to 18 months. However, upward rating pressure could develop if Guala demonstrates its ability to continue to grow its EBITDA; its profitability (measured as EBITDA margin) remains in the high teens; its financial leverage (measured as Moody's-adjusted (gross) debt/EBITDA) falls below 5.0x; its Moody's adjusted FCF/debt stays above 5% on a sustained basis, while maintaining an adequate liquidity profile. Downward rating pressure could arise if Guala fails to improve its operating performance so that its Moody's-adjusted (gross) debt/EBITDA remains sustainably above 6.0x; Moody's adjusted FCF turns negative on a sustained basis; its liquidity weakens; or there is evidence for a more aggressive financial policy of its owners. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Italy, Guala Closures S.p.A. (Guala) is a global leader in the production of safety closures for spirits and aluminium closures for wine. It is a major global company in the production and sale of closures for the beverage industry. The company operates 40 production facilities in 25 countries and employs over 5,100 people. For the last twelve months ending March 31, 2026, Guala generated EUR910 million of revenue and EUR160 million of EBITDA (on a Moody's-adjusted basis), pro forma for Oriental Containers (acquired on November 2025), KWK Kunststoffwerk Kremsmünster GmbH (KWK) (January 2026) and Metal Crowns Group (April 2026). The company is majority owned by private equity sponsor Investindustrial VII L.P. (Investindustrial). NEOPHARMED GENTILI: S&P Rates New GBP425MM Secured Notes 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue rating and '4' recovery rating to Italy-based pharmaceutical company Neopharmed Gentili's proposed GBP425 million senior secured notes. The '4' recovery rating reflects its view that lenders will have average (30%-50%; rounded estimate: 40%) recovery in the event of default. Neopharmed plans to refinance its existing GBP400 million senior secured notes due 2030, issued in April 2024, with the proposed GBP425 million notes offering substantially similar terms and conditions. This refinancing aims to optimize the capital structure and take advantage of favorable market conditions to increase the company's cash buffer, as well as extending maturities. Moreover, the additional GBP25 million in debt will be mostly used to repay GBP23 million of the payment-in-kind notes, which will be reduced to GBP134 million including capitalized interests following the transaction. S&P considers these payment-in-kind notes as debt according to our criteria and methodology. As such, S&P views the transaction as largely leverage neutral. From a credit rating standpoint, S&P notes positively that the transaction extends part of the group's debt maturities by seven years to 2033. Following the closing of this transaction, Neopharmed's pro forma capital structure will consist of the existing GBP450 million senior secured fixed-rate notes due 2030, the new GBP425 million floating-rate notes due 2033, an undrawn GBP130 million super-priority revolving credit facility due 2030, and payment-in-kind notes of GBP134 million due 2033. Neopharmed delivered robust financial performance throughout 2025 and into first-quarter 2026, with sales growing by 12.9% and 28.0%, respectively. For the first quarter ended March 31, 2026, net revenue rose to GBP93.3 million, a 28.0% increase compared with GBP72.9 million in the prior-year period. This growth was primarily driven by the integration of specialty and primary care products acquired during the year (including Plasil, Primperan, Steglujan, and Steglatro) and the strategic acquisition of the BioCryst European Group, which closed on Oct. 1, 2025. Following the refinancing and recent acquisitions, we forecast that S&P Global Ratings-adjusted debt to EBITDA will stand at 7.0x-7.5x in 2026, before deleveraging to 6.0x in 2027, mostly thanks to higher EBITDA driven by synergies and full contribution from recent acquisitions. Similarly, we project EBITDA interest coverage of 2.0x-2.5x during 2026, before improving to 2.5x to 3.0x in 2027. Issue Ratings--Recovery Analysis Key analytical factors -- The GBP450 million senior secured notes due 2030 and the GBP425 million senior secured notes due 2033 are rated 'B' with a '4' recovery rating. The recovery rating is restricted by the presence of high-priority debt in the capital structure. The '4' recovery rating indicates our expectation of average (30%-50%) recovery (rounded estimate: 40%) in the event of a payment default. -- Recovery prospects are supported by our valuation of the business as a going concern and material guarantor coverage tested at 80% of consolidated EBITDA. -- The capital structure also includes a GBP130 million super senior RCF, which we do not rate, and which has priority over security at enforcement. -- In S&P's hypothetical default scenario, default risk may arise due to a potential loss of market share driven by increased market competition, leading to weaker-than-expected increases in EBITDA over the coming years or adverse regulatory changes. -- S&P values the company as a going concern given its well-established and diversified portfolio of leading branded off-patent products in Italy. Simulated default assumptions -- Simulated year of default: 2029 -- Jurisdiction: Italy Simplified waterfall -- Emergence EBITDA (after recovery adjustments): GBP91 million -- Multiple: 6x -- Gross recovery value: GBP557 million -- Net recovery value after administrative expenses (5%): GBP529 million -- Estimated priority debt: GBP128 million -- Value available to first-lien debt: GBP402 million -- Estimated first-lien debt claims: GBP903 million -- Recovery prospects: 30%-50% (rounded estimate: 40%) --Recovery rating: 4 =================== L U X E M B O U R G =================== CPI PROPERTY: S&P Rates Proposed Unsec. Sub. Hybrid Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating to CPI Property Group's (CPI) proposed unsecured subordinated hybrid notes to be issued by real estate investment company CPI Property Group S.A. (CPI) three notches below the 'BB' issuer credit rating on CPI, two for subordination and one for optional deferability, and at the same level as the ratings on the company's outstanding GBP2.15 billion hybrid bonds. S&P said, "We understand that the proposed hybrid notes could slightly exceed the size of the current outstanding GBP525 million NC2026 hybrid bond being tendered. The completion and size of the transaction will be subject to market conditions. CPI has at the same time launched a tender offer on its GBP525 million NC2026 hybrid and plans to use the proceeds of the new issue to fund the tender, as well as use any remaining amount for repayment of other debt. "We assess the proposed bond as having intermediate equity content until its first reset date, which is set to be 5.5 years after issuance. This is because the effective maturity would occur in 2047 and therefore falls to 15 years as of the first reset rate, which is our minimum effective maturity requirement for assigning intermediate equity content for 'BB' rated issuers. The instruments are subordinated to the company's senior debt obligations, cannot be called for at least five years, and are not subject to features that could discourage or materially delay deferral. Overall, we consider that the terms and conditions of the proposed hybrid bond are close to those of the existing notes, issued in 2025, with the incorporation of conversion beneficiary units in an extreme financial stress scenario and the subordination of the proposed hybrid notes to the existing hybrid subordinated notes in the capital structure, issued before 2025. "We understand that a net increase in hybrid stock could be possible, depending on the demand for the proposed hybrid issuance and the tender result. We will continue to assign intermediate equity content to amounts not tendered under the existing hybrid bond after the reset date, for five additional years, in line with our hybrid criteria, as we understand that CPI has committed to maintaining an increased hybrid capitalization rate in its capital structure over the long term. "As of June 2026, the hybrid capitalization rate is 12.6%. We expect that any potential increase in the hybrid stock pro forma the transaction would remain under our 15% threshold, albeit reducing the headroom (hybrid capitalization rate may increase to 13%-14%). We would treat any amount exceeding the 15% threshold as debt and its related dividends as interest in our adjusted credit metrics. "We will monitor the transaction closely and would review our assessment of the existing hybrid bond in case of a very low tender take up and therefore materially increasing amount in hybrid stock beyond our expectations." ===================== N E T H E R L A N D S ===================== CENTRIENT HOLDING: Moody's Alters Outlook on 'B3' CFR to Negative ----------------------------------------------------------------- Moody's Ratings has affirmed Centrient Holding B.V.'s (Centrient or the company) B3 long-term corporate family rating and its B3-PD probability of default rating. Concurrently, Moody's have affirmed the B3 ratings on the company's senior secured notes due 2030, totaling EUR600 million. The outlook was changed to negative from stable. RATINGS RATIONALE The rating action reflects Centrient's continued operating underperformance relative to Moody's expectations, which has resulted in a material deterioration in credit metrics. As of the 12 months ended March 2026, Moody's-adjusted gross debt/EBITDA stood at 10x well above the 6.5x downgrade threshold previously set for the rating, while free cash flow remained deeply negative, reflecting lower earnings, elevated non-recurring costs related to the cost-savings program and high capital expenditure primarily related to the Delft site separation. The weakness in Centrient's performance is driven primarily by external market dynamics rather than operational inefficiencies, with strong pricing pressure and intense competition from Asian producers weighing on the company's core active pharmaceutical ingredient (API) segments. In its SSP segment, sales declined materially in 2025, particularly in semi-regulated and less-regulated markets, where Chinese state-owned manufacturers have continued to supply global markets at prices well below full economic cost. The SSC segment was also affected by lower demand for 7-ADCA, an intermediate Centrient sells to other manufacturers, as vertically integrated SSC producers have increased captive 7-ADCA output rather than sourcing externally. Statins revenue was also weak, reflecting pricing pressure from Indian convertors temporarily benefitting from cheaper Chinese-sourced intermediates. In 2026, Moody's expects pricing pressures to continue weighing on Centrient's operating performance, with revenue declining by around 5% to 7%, reflecting persistent competitive dynamics in core API segments. As a result, Moody's-adjusted gross leverage is expected to remain high at around 9.0x in 2026. Centrient's recovery trajectory remains highly dependent on the evolution of the competitive environment, which limits overall visibility. Despite these challenges, the B3 rating continues to be supported by (i) Centrient's leading global market positions in API antibiotics, particularly in SSP and SSC, and its strong regional positions in antifungals in the US, FDFs for Amoxi and statins in Europe; (ii) long-standing relationships with its main customers, supported by product quality, supply chain security and sustainability credentials, which provide a competitive advantage in highly regulated markets; (iii) a vertically integrated production model with a global footprint of eight production sites in strategic locations; and (iv) the gradual diversification toward FDFs, which now account for around 12% of sales and represent another pillar of the company's strategy to reduce exposure to primary antibiotics APIs. LIQUIDITY Centrient's liquidity is adequate, supported by approximately EUR25 million of cash on balance sheet as of end-March 2026, but heavily reliant on access to its EUR82.5 million revolving credit facility (RCF), of which EUR10 million is drawn as of end March 2026. The assessment of adequate liquidity is contingent on a stabilization of operating performance from the second quarter of 2026, providing sufficient headroom under the springing senior secured net leverage covenant, which is tested when drawings exceed 40% of commitments, to allow Centrient to draw on the RCF if needed. It also assumes around EUR15 million represents working cash required to run day-to-day operations. Moody's expects free cash flow to remain negative in 2026, weighed down by ongoing capital expenditure related to the Delft site separation, although partly mitigated by a moderately positive working capital contribution driven by inventory optimisation. The May 2025 refinancing extended debt maturities to 2030, effectively eliminating near-term refinancing risk. STRUCTURAL CONSIDERATIONS The B3 rating of the EUR600 million senior secured notes (SSN) is in line with the CFR, reflecting the fact that this instrument represents most of the company's financial debt. The SSN and super senior RCF share the same security package and guarantees, with the RCF benefiting from priority claim on enforcement proceeds. The security package comprises pledges over the shares of the borrower and guarantors as well as bank accounts and intragroup receivables. Moody's considers the security package to be weak, consistent with Moody's approach for shares-only pledges. OUTLOOK The negative outlook reflects the deterioration in Centrient's credit metrics and the risk that the company may fail to improve its metrics over the next 12-18 months, amid persistent market headwinds and uncertainty around organic revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, upward rating pressure is unlikely in the near term. Over time, however, positive pressure could develop if Centrient delivers a sustained improvement in operating performance, together with a meaningful reduction in one-off costs, and demonstrates a sustainable capital structure in the context of a volatile and cyclical industry. Numerically, an upgrade could be considered if Moody's-adjusted gross leverage declines well below 5.5x, Moody's-adjusted EBITDA/interest expense rises above 2.5x, and the company establishes a track record of generating Moody's-adjusted free cash flow to debt in the mid-single digits on a sustained basis and through the cycle. Conversely, downward rating pressure could materialize if operating performance fails to demonstrate signs of gradual recovery, with pricing pressure from Asian competitors driving further margin erosion. Numerically, Centrient's ratings could be downgraded if Moody's-adjusted gross leverage remains above 6.5x, Moody's-adjusted free cash flow continues to be negative or liquidity weakens, or Moody's-adjusted EBITDA/interest expense remains below 1.5x on a sustained basis. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Chemicals published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Centrient, headquartered in Rotterdam, Netherlands, is a leading manufacturer of active pharmaceutical ingredients (API) and supplier of finished dosage forms (FDF) to pharmaceutical companies. Centrient generated revenues of EUR455 million and company adjusted EBITDA of 96 million in the 12 months ended March 2026. The company has been owned by private equity firm Bain Capital since 2018. ========= S P A I N ========= AQUILES SPAIN: S&P Affirms 'B-' ICR & Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Aquiles Spain Bidco S.A. (Altadia) to negative from stable, and affirmed its 'B-' issuer credit and issue ratings on Altadia and its senior secured term loan B (TLB). The recovery rating on the TLB is unchanged at '3', reflecting its expectation of 50%-70% recovery (rounded estimate: 60%) in the event of a default. The negative outlook reflects that S&P could lower the ratings over the next 12-18 months if the prolonged weak business conditions result in sustained negative FOCF, such that it consumes Altadia's liquidity headroom in 2026-2027. S&P said, "Following challenging market conditions in 2025, we anticipate that Altadia, an intermediate product manufacturer for ceramic tiles based in Spain, will report sales decline of 4%-5% and EBITDA decline of 5%-6% in 2026, due to increasing raw material prices, lower volume, and challenging macroeconomic and geopolitical environment. "As a result, we expect Altadia to display negative free operating cash flow (FOCF) generation in 2026-2027 with limited rating headroom if operating performance worsens. "Altadia's operating performance should remain subdued in 2026, although we project S&P Global Rating-adjusted margin to remain relatively resilient. During the first quarter of 2026, Altadia's revenue and EBITDA decreased by 15.4% and 14.4%, respectively, driven by negative developments in some selected markets including India and Algeria. While we understand that the Algerian market was temporarily hit and that demand patterns in this country should normalize during the coming quarters, Altadia's operational activities are currently being challenged by the Iran war and elevated raw materials prices. Due to the shortage of gas supply in India linked to the conflict in the Middle East, the company was forced to temporary shut down one if its ceramic cluster for several weeks in the second quarter. The company also briefly shut down some production facilities in Spain due to the lack of demand stemming from the geopolitical conflict. That said, the company is also facing elevated raw material costs, particularly cobalt used for its inks segment, driven by supply constraints from Congo and Indonesia. Despite partial pass-through mechanisms across various geographies, intensifying competition (especially from Chinese players across Asia-Pacific) and newly increasing pressure from selected European competitors are likely to weigh on profitability. Overall, we forecast revenue to decline by 4%-5% and EBITDA by 5%-6% in 2026, while adjusted EBITDA margins should remain broadly stable at around 17%, supported by cost-efficiency measures and lower restructuring costs. We acknowledge the good track record of resilient adjusted EBITDA margin, despite lower revenue and EBITDA contribution. "We project Altadia to generate negative FOCF over 2026-2027. In 2025, the company benefited from a working capital inflow of about GBP37 million, leading to FOCF of GBP19.5 million. We project adjusted FOCF to be marginally negative at GBP5 million in 2026 and negative at GBP5 million-GBP10 million in 2027, linked to Altadia's challenged operating performance. Capital expenditure (capex) should remain at GBP30 million-GBP35 million annually over 2026-2027, excluding capitalized development costs meaning research and development (R&D) capex. We expect working capital cash inflow of about GBP10 million in 2026, driven by lower inventory needs, with working capital remaining neutral thereafter. "We expect adjusted leverage of 9.5x-10.0x in 2026 and 9.0x-9.5x in 2027. Adjusted leverage should increase in 2026, driven by lower EBITDA contribution, while we expect it to slightly decrease in 2027 as the market could slightly recover and the level of debt remains relatively stable. We make sizable adjustments to our debt figures. As of 2025, our main debt adjustments include about GBP45 million of lease liabilities, GBP23 million of trade receivables sold, and limited pension obligations. We do not net cash balances from our adjusted debt calculation, owing to the company's private equity ownership. "We continue to view Altadia's liquidity as adequate, with no liquidity or refinancing pressures over the short term. As of March 31, 2026, the company had about GBP57 million cash on balance sheet and full availability under its GBP175 million revolving credit facility (RCF). In our view, Altadia has limited near-term refinancing risk as its RCF and TLB mature in September 2028 and March 2029, respectively. That said, if macroeconomic conditions were to deteriorate further, leading to worse-than-expected operating performance and cash flow generation, this could increase refinancing pressures over time. "The negative outlook reflects the risk that we could lower the rating on Altadia if the prolonged weak business conditions result in sustained negative FOCF, or its liquidity headroom deteriorates." S&P could lower the rating if: -- Altadia's FOCF does not become positive or breakeven, such that S&P views the capital structure as unsustainable; or -- The company's liquidity deteriorates to less than adequate. This could occur from lower EBITDA due to a more severe economic downturn and much weaker market demand than S&P expects. S&P could revise the outlook to stable if: -- Altadia's activity gradually recovers, such that revenue and EBITDA improve and FOCF turns positive; -- Liquidity remains adequate; and -- Altadia's financial policy, especially for acquisitions and shareholder distributions, continues supporting the current rating. =========== S W E D E N =========== CUBE SAFETY: S&P Assigns 'B' LongTerm ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Cube Safety BidCo AB, and its 'B' issue rating and '3' recovery rating to its senior secured term loan B (TLB). The stable outlook reflects S&P's expectation that Ramudden Global will generate organic growth of about 5% and S&P Global Ratings-adjusted margins around 24%, leading to S&P Global Ratings adjusted leverage around 5.2x. S&P said, "We forecast Cube Safety BidCo AB's adjusted leverage will be at 5.5x by year-end 2026. Ramudden Global AB's acquisition was funded by a GBP1.125 billion senior secured TLB and a new equity injected by I Squared Capital. The equity contribution was made in the form of ordinary equity investment and long-term subordinated shareholder debt funding. We have not included the long-term subordinated shareholder debt in our debt calculations because, based on our review of its terms, we believe it will act as loss-absorbing or cash-conserving capital in times of stress. Our Swedish krona (SEK) 16.1 billion adjusted debt figure at year-end 2026 includes SEK14.1 billion of reported debt, SEK1.7 billion of lease liabilities, SEK6 million of pension debt, and about SEK200 million of contingent considerations. We do not net about SEK850 million of cash and cash equivalents, given the financial sponsor ownership. Almost the entire debt of Ramudden is denominated in euro, while its share of euro-denominated EBITDA is only about 25% today. This heightens the risk of adverse exchange rate movements increasing the group's interest burden and weakening its cash flow and leverage ratios. We understand that the company is currently evaluating foreign currency (FX) hedging options. "We forecast modest deleveraging in coming years as the new owner continues Ramudden's geographic expansion policy. Future deleveraging will be supported by Ramudden's continued organic growth of about 5% that will come from footprint expansion, especially in urban areas, broadening of its client base, and price increases. We also expect the EBITDA margin will improve to 24%-24.2% in 2026-2027 versus 23.9% in 2025, mainly thanks to the realization of efficiencies and accretive acquisitions closed during 2025. Our base case includes about GBP160 million for debt-funded mergers and acquisitions (M&A) per year, which will add about 9% to revenue growth annually. We understand that I Squared Capital intends to prolong the previous strategy of acquisitions, but does not intend to releverage above the opening company-calculated leverage of 4.9x, which corresponds to about 5.5x-6.0x on an S&P Global Ratings-adjusted basis. Should Ramudden enter into a transformational deal, we assume that I Squared Capital would inject further equity to keep leverage below this level. However, we would need to see a track record of this financial policy to consider a higher rating." Ramudden's business risk is supported by significantly improved geographic diversification and growth since 2020. In 2024, it entered the U.S. with the acquisition of RSG International and further developed in the region with the acquisition of Curtin Co. in 2025. S&P considers geographic diversification positively in its analysis of Ramudden, since one of the key risks is exposure to road network spending by national states and local authorities. For example, weaker demand from National Highways in the U.K. in 2025 impaired revenue growth at the group level by three full percentage points. The largest geographic exposure is to Canada with about 25% of EBITDA generated there, which is quite limited. With close to SEK11.6 billion (about GBP1.1 billion) in revenue and SEK2.7 billion (about GBP260 million) in S&P Global Ratings-adjusted EBITDA in 2025, Ramudden is now significantly larger than in its first year after the merger--2021--when its revenue was SEK5.1 billion and adjusted EBITDA SEK1.1 billion. S&P said, "Also supporting our business risk profile assessment is Ramudden's unique positioning as the only true multiregional player with a presence in 13 countries and a size more than 20% larger to its next competitor. We believe this superior scale and dense footprint of depots in each country it operates in allows the company to price its services better than its competition, while realizing solid EBITDA margins above 20%. We also note that Ramudden is relatively immune to economic cycles with 90% of its revenue base coming from infrastructure end markets. In addition, about 75% of revenue comes from maintenance works of clients, which leaves a 25% exposure to their capital expenditure (capex) cycles. Ramudden estimates that 90% of its revenue base consists of repeat business. All in all, aging infrastructure in the group's geographies should support demand for its services in coming years. "Our view of Ramudden's business risk profile remains constrained by its operations in a niche market and relatively limited positive FOCF generation. The group operates in a total addressable market of about GBP13 billion, which is small compared with other business services markets. As mentioned above, it remains dependent on spending decisions taken at a political level and it has been affected in the past by political decisions in Germany or more recently in the U.K., which suppressed demand for its services. Furthermore, Ramudden has a limited track record in terms of generating significantly positive FOCF. In 2023 and 2024 it generated SEK30 million - SEK50 million, although it improved to above SEK1.0 billion in 2025 thanks to a working capital inflow and lower capex. In our view, FOCF generation is somewhat constrained by high capex requirements of 6%-7% (out of which maintenance capex represents 2%-3%). "The stable outlook indicates our expectation that Ramudden will experience solid revenue growth of 10%-20% because of a mix of organic M&A activity, alongside broadly stable S&P Global Ratings-adjusted margins of about 24%, resulting in modest deleveraging to slightly below 5.5x, FFO cash interest coverage above 2.0x, and positive FOCF above SEK700 million in 2026 and 2027. "We could lower the rating on Ramudden if its performance lagged our forecasts, resulting in negative FOCF for a prolonged period or FFO cash interest coverage declining below 2.0x. This could result from delays in new projects because of budget restrictions associated with a potential recession, accelerated cost inflation, higher-than-expected profit volatility, or exceptional costs associated with acquisitions. "We could also lower the rating if the group undertook material debt-financed acquisitions or cash returns to shareholders, resulting in materially higher leverage than we currently project. "We could consider raising the rating due to stronger-than-expected EBITDA growth, a track record of prudent financial policy, such that the group's S&P Global Ratings-adjusted leverage ratio improved further toward 5x, combined with demonstrating solid positive FOCF after leases." =========== T U R K E Y =========== TURKIYE IHRACAT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Turkiye Ihracat Kredi Bankasi A.S.'s (Turk Eximbank) Long-Term Foreign-Currency (LTFC) and Long-Term Local-Currency (LTLC) Issuer Default Ratings (IDR) at 'BB-'. The Outlooks are Stable. Key Rating Drivers Policy Bank; Support-Driven: Turk Eximbank's LTFC and LTLC IDRs are driven by potential support from the Turkish authorities, as reflected in its Government Support Rating (GSR) of 'bb-'. The Stable Outlooks on the bank's Long-Term IDRs mirror those on the sovereign. As is usual for development banks, Fitch does not assign Turk Eximbank a Viability Rating (VR). This is because its business model is highly dependent on state support, in Fitch's view. 'bb-' GSR: Turk Eximbank's GSR is equalised with Turkiye's LTFC IDR, reflecting the sovereign's moderate ability to provide support in FC, and its high propensity to provide support to Eximbank given its state ownership, policy role and funding structure. Export Policy Role: As Turkiye's official export credit agency, Turk Eximbank has a key role in the government's export-led growth model. The bank is tasked with supporting exporters through providing low-cost credit, guarantees and export credit insurance. Given its policy role, it is not profit-oriented and has regulatory privileges, such as exemptions from corporate tax and reserve requirements. Short-Term Export Loans: Loans constituted 87% of Turk Eximbank's total assets at end-2025, of which 60% were in FC. The majority of loans are to domestic corporate exporters maturing within a year, although SME lending has been growing. Around 42% of the loan book comprised rediscount loans at end-1Q26, almost entirely in LC, where funding comes from the central bank. Low Non-Performing Loans Ratio: Turk Eximbank's asset quality metrics have consistently outperformed the sector's, reflecting the use of credit-mitigation measures whereby the majority of loans are covered by local bank guarantees. Its Stage 2 (0.7%) and Stage 3 (0.1%) loan ratios remained very low at end-1Q26. Consistent Capital Injections: Turk Eximbank's common equity Tier 1 (CET1) ratio (22.3% at end-2025; net of forbearance: 16.8%) is moderate given the bank's high growth strategy and sensitivity to lira depreciation. However, the bank's capital has been supported by the authorities with regular capital injections, including TRY11.5 billion in 1Q26. Wholesale Funding: Turk Eximbank does not have a deposit licence and is fully wholesale-funded. Funding is mostly in FC (end-2025: 65% of total non-equity funding) and short-term (68%). Around 47% of total funding was sourced from the central bank (majority in LC) at end-1Q26. Other funding sources include borrowings from financial institutions and issued securities. FC liquidity relies on the short-term, rapidly amortising, nature of loans and on matching loans and liabilities by maturity, given the bank's limited available FC liquid assets. Iran Conflict Increases Operating Challenges: Fitch considers macro-financial stability risks and external financing pressures to have risen following the outbreak of the Iran conflict. This has dampened the normalisation and strengthening record of the country's monetary policy. A prolonged conflict would likely pose greater challenges to banks' financial and risk profiles through higher-for-longer lira interest rates and inflation. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade of the sovereign Long-Term IDRs would trigger a downgrade of Turk Eximbank's GSR and Long-Term IDRs. The bank's ratings could also be downgraded if Fitch believes the bank's policy role has diminished materially, but Fitch views it as unlikely. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's Long-Term IDRs could lead to an upgrade of the bank's GSR and Long-Term IDRs. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Turk Eximbank's 'B' Short-Term IDRs are the only possible option mapping to Long-Term IDRs in the 'BB' rating category. Its senior unsecured debt is rated in line with its IDRs, reflecting average recovery prospects in a default. The National Rating is 'AAA(tur)' with a Stable Outlook, reflecting the bank's creditworthiness in LC relative to other Turkish issuers' and is based on potential sovereign support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to multi-notch changes in the Long-Term IDRs. The bank's senior unsecured debt ratings are primarily sensitive to changes in the bank's IDRs. The National Rating is sensitive to a negative change in the bank's creditworthiness in LC relative to that of other Turkish issuers. Public Ratings with Credit Linkage to other ratings Turk Eximbank's ratings are linked to the Turkish sovereign ratings, as they are driven by its assessment of sovereign support. 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 ----------- ------ ----- Turkiye Ihracat Kredi Bankasi A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AAA(tur) Affirmed AAA(tur) Gov't Support bb- Affirmed bb- senior unsecured LT BB- Affirmed BB- senior unsecured ST B Affirmed B TURKIYE KALKINMA: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Turkiye Kalkinma ve Yatirim Bankasi A.S.'s (TKYB) Long-Term Issuer Default Ratings (IDR) at 'BB-' and Government Support Rating (GSR) at 'bb-'. The Outlooks on the IDRs are Stable. Fitch has also affirmed TKYB's National Long-Term Rating at 'AAA(tur)' with a Stable Outlook. Key Rating Drivers IDRs Equalised with Sovereign: TKYB's Long-Term IDRs are driven by potential support from the Turkish authorities, as reflected in its 'bb-' GSR. The Stable Outlooks on the Long-Term IDRs mirror those on the sovereign. Fitch does not assign a VR to TKYB as the business model is a direct function of the bank's policy role and is reliant on state support, notably through its high share of Treasury-guaranteed funding, regulatory exemptions, ability to tap international funding markets at lower risk premiums than commercial banks, and capital injections. Government Support: TKYB's GSR is equalised with the Turkish sovereign rating (BB-/Stable), reflecting the bank's state ownership, a very high share of Treasury-guaranteed funding (88% of non-equity funding at end-2025), its important policy role and a record of forthcoming support. The sovereign's ability to provide support is underpinned by TKYB's small size (0.4% share of banking sector assets) and limited short-term external funding. Policy Role, Development Bank: TKYB's policy mandate is to support economic growth and employment, reduce regional development disparities, and promote the production of domestic renewable energy. It provides direct lending and lending channeled through financial institutions, largely in foreign currencies (FC), to SMEs and corporates. TKYB has expanded its investment-banking operations, including providing advisory services, and its fund-management business, which provides some revenue diversification. Adequate Capital Buffer, Ordinary Support: TKYB's common equity Tier 1 (CET1) ratio improved to 18.6% at end-2025 (end-2024: 14.4%) on the back of a TRY4.5 billion capital injection in June 2025 from the authorities, as well as strong return on average equity of 33%, which outpaced risk-weighted assets growth. Largely Treasury-Guaranteed Funding: TKYB does not have a deposit licence and is therefore wholesale-funded, predominantly in FC (85% of non-equity funding). Most of the funding is long-term, treasury-guaranteed borrowings from international financial institution. Policy Role Dictates Risk Profile: TKYB's lending growth (2025: 31%; 2024: 13%) mainly depends on investment targets, in line with its policy role, and has been affected by high inflation. Almost half of gross loans were collateralised by letters of guarantee from Turkish banks at end-2025, mitigating credit risk. Low Impaired Loans: Impaired loans remained low as a percentage of gross loans (2025: 0.5%), almost fully covered by specific loan loss allowances (90%). Its stage 2 loans ratio was a moderate 5.6% at end-2025. Credit risk mainly stems from TKYB's high industry concentrations and a high share of FC lending (80% of gross loans at end-2025). Strong Profitability Metrics: Operating returns on risk-weighted assets have been improving over the past four years (2025: 7.3%), supported by wide net interest margin and low operating expenses/revenue (16.5%). Cost of risk has also been low, reflecting healthy asset quality metrics to date. Iran Conflict Increases Operating Challenges: Fitch considers macro-financial stability risks and external financing pressures to have risen following the outbreak of the Iran conflict. This has dampened the normalisation and strengthening record of the country's monetary policy. A prolonged conflict would likely pose greater challenges to banks' financial and risk profiles through higher-for-longer lira interest rates and inflation. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade of the sovereign Long-Term IDRs would trigger a downgrade of TKYB's GSR and Long-Term IDRs. TKYB's GSR and Long-Term IDRs could also be downgraded if the portion of non-guaranteed funding increases materially - particularly if Fitch believes this to be indicative of a weakening in TKYB's policy role - or if its balance-sheet size sharply increases relative to the sovereign's ability to provide support. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's Long-Term IDRs could lead to an upgrade of the bank's GSR and Long-Term IDRs. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS TKYB's 'B' Short-Term IDRs are the only possible option mapping to Long-Term IDRs in the 'BB' rating category. The National Long-Term Rating of 'AAA(tur)' reflects the bank's creditworthiness in local currency relative to other Turkish issuers and is based on potential government support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to multi-notch changes in the Long-Term IDRs. The National Long-Term Rating is sensitive to a negative change in the bank's creditworthiness in local currency relative to that of other Turkish issuers. Public Ratings with Credit Linkage to other ratings TKYB's ratings are linked to Turkiye's sovereign ratings. 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 ----------- ------ ----- Turkiye Kalkinma ve Yatirim Bankasi A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AAA(tur) Affirmed AAA(tur) Gov't Support bb- Affirmed bb- =========================== U N I T E D K I N G D O M =========================== CHANNEL FACILITIES: JT Maxwell Appointed as Administrator --------------------------------------------------------- Channel Facilities Management Limited was placed into administration in the High Court of Justice, Court Number 000807 of 2026. Andrew Ryder of JT Maxwell Limited was appointed as Administrator on June 4, 2026. The Company is a UK-based commercial cleaning and facilities services provider. Its registered office and principal trading address is 117–120 Snargate Street, Dover, Kent, CT17 9DA. The Administrator can be contacted at: Andrew Ryder JT Maxwell Limited Unit 1 Lagan House 1 Sackville Street Lisburn Co Antrim BT27 4AB Further information: Tel: 02892 448 110 Email: corporate@jtmaxwell.co.uk JT Maxwell Limited STONEPEAK MOTION: Fitch Assigns 'BB(EXP)' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned Stonepeak Motion PledgeCo Limited (SP Motion) an expected Long-Term Issuer Default Rating (IDR) of 'BB(EXP)'. The Outlook is Stable. Fitch has also assigned an expected senior secured rating of 'BB+(EXP)' to its term loan B (TLB) to be jointly issued by Stonepeak Motion Holdco Limited and Stonepeak Motion Finco LLC. The facilities will be guaranteed jointly and severally by SP Motion. The Recovery Rating is 'RR2'. The proceeds will be used to part-finance SP Motion's acquisition of a 65% stake in Castrol Group Holdings. BP plc will retain 35%. Castrol is the third largest global lubricants supplier and benefits from a high and stable cash flow profile through the cycle, high barriers to entry, asset-light business model and moderate leverage. The rating also incorporates a complex group structure and exposure to the Middle East. The assignment of final ratings is contingent on transaction closure and final documents being in line with those reviewed. Key Rating Drivers Leading Global Lubricants Business: Castrol is the third largest global lubricants supplier after Shell and Exxon, with operations across more than 150 countries, over 200 million consumers annually, and 2.2 billion liters of third-party sales volumes in 2025. The company benefits from high barriers to entry supported by brand awareness, technical capabilities, over 2,800 original equipment manufacturer (OEM) approvals and route-to-market scale. Castrol's market leadership has remained stable over time as among the top five suppliers over the last decade, reflecting the difficulty of competing at scale across regions, channels and product tiers. Stable Cash Flows: Castrol's earnings are supported by resilient lubricant demand, strong brand recognition, and broad geographic diversification. Demand tracks GDP growth through vehicle fleet size and miles travelled, with tighter OEM specifications and efficiency standards providing support, partly offset by longer drain intervals. Castrol operates globally without reliance on any single geography, balancing profitable developed markets with higher-growth emerging markets. Its product portfolio spans premium and other product tiers, supporting demand stability through broad price points. Pricing Power and Cost Pass-Through: Castrol has demonstrated an ability to mitigate raw material cost inflation through pricing actions, although with a longer lag than some peers. Management describes the business as being run to protect margins, with the full impact of pricing actions typically crystallising over 12 to 18 months. Brand awareness and high cost of failure support pricing power. A sharp rise in base oil prices of 70% between 2019 and 2022 has had a contained temporary impact on gross margin of an about 10% decline. Supply Chain Flexibility Supports Resilience: Castrol's independent sourcing model and asset-light operating footprint are key credit strengths. Castrol as the largest buyer of base oils globally is not tied to a single source and can use base oil optionality, arbitrage and formulation flexibility to protect supply and margins. The company has also avoided direct asset damage in the Middle East and may benefit over time as customers place greater emphasis on supply diversification. Moderate Leverage: Fitch projects pro-forma for the full year EBITDA gross leverage of 5.5x in 2026 as EBITDA is eroded by the war in the Middle East through higher raw material costs. Fitch forecasts EBITDA to moderate to USD961 million in 2026 from USD1.1 billion in 2025 before recovering to USD1.27 billion in 2027. Fitch forecasts EBITDA gross leverage to moderate to 4.3x in 2027 as the full-year impact of price increases materialise and costs normalise on its assumption that the war in the Middle East will be short-lived. Thereafter, EBITDA gross leverage further improves towards 4x by 2030, driven mainly by moderate volume growth. Significant Minority Interest: SP Motion will control and consolidate Castrol with limited dividend leakage for at least the next five years, supported by a contractual waterfall structure between shareholders. However, Fitch believes meaningful minority interests remain, as BP's 35% stake is material and accompanied by strong governance protections such as written consent rights over changes to the dividend policy, incurring debt that would result in consolidated net leverage above an agreed threshold and incurring liabilities at Castrol, such as guarantees or take-or-pay arrangements, that would exceed an agreed threshold. Adjustments for Minorities: Fitch adjusts EBITDA-based leverage and coverage metrics for net income attributable to minorities to better capture SP Motion's sustainable economic rights as opposed to deducting cash dividend paid to minorities in calculating these metrics. HoldCo Debt Subordination Mitigated: The financing structure places debt at SP Motion level rather than at the Castrol operating company (opco), making cash flow upstreaming important for servicing holding company debt. The opco is contractually restricted through debt incurrence covenants to remain unleveraged, except for USD1.5 billion of debt including a revolver but excluding working-capital facilities, mitigating subordination risk. Further, cash upstreaming has been historically effective with 2024 cash upstreamed at about 100% of free cash flow (FCF). Castrol uses several routes to upstream cash including cash pooling, royalties, fees and dividends. Disrupted Market: Current market conditions remain challenging, due to the war in the Middle East with tight supply, infrastructure disruptions and higher raw material costs across the industry. Fitch believes Castrol is comparatively well positioned due to flexible sourcing, strong inventory coverage, global footprint and the ability to implement double-digit price increases in many markets. Positioned for Transition: Castrol is still heavily reliant on lubricants, exposing it to mobility, regulatory, and technology risks. However, it is expanding into electrical vehicle (EV) fluids, thermal management, battery energy storage system cooling, and electrification segments, while leveraging OEM partnerships and moving into services and engineering to diversify beyond traditional oil-based products. Peer Analysis Castrol is more diversified than NewMarket Corporation (BBB/Stable) by geography, route-to-market, and customer base, and more consumer-facing because of its strong branded lubricant position. NewMarket, in contrast, is a more specialised additives company with a narrower operating focus and a much smaller revenue base, though it also benefits from technical product characteristics and industrial customer relationships. Castrol is larger than NewMarket with revenue and EBITDA roughly double that of the petroleum additives peer. NewMarket's EBITDA gross leverage is materially stronger at about 1.5x. Bond UK MidCo 3 Ltd (B+(EXP)/Stable; also known as BASF Coatings) is also a market leader in its respective markets and benefits from an asset-light, cash-generative business profile and a global presence like Castrol. Conversely, Bond is exposed to the more cyclical auto industry compared with just mobility for Castrol. Fitch also expects gross leverage to be higher for Bond at between 5.6x and 6.5x over 2026-2029. Fitch’s Key Rating-Case Assumptions - Volumes CAGR at 2% over 2026-2030 - Product gross margin averaging USD1.4 per litre over 2026-2030 - EBITDA margin before non-controlling interests averaging about 16.5% over 2026-2030 - Capex at about 2.8% of revenue over 2026-2030 - Transaction to close in 4Q26 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bbb-', Lower), sector characteristics ('bbb', Moderate), market and competitive positioning ('bbb', Higher), diversification and asset quality ('bbb', Moderate), company operational characteristics ('bbb-', Moderate), profitability ('a', Lower), financial structure ('b+', Higher), and financial flexibility ('bb', Moderate). The quantitative financial subfactors are based on CRT custom financial period parameters: 30% weight for the forecast year 2027, 30% for the forecast year 2028, 20% for the forecast year 2029 and 20% for the forecast year 2030. The governance assessment of 'good' has no impact. The operating environment assessment of 'a' has no impact. The SCP is 'bb'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'BB'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margin consistently below 12% - EBITDA gross leverage consistently over 5x -(cash flow from operations (CFO) less capex)/debt below 2.5% on a sustained basis - Holdco dividend received/interest expense below 2.5x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA margin sustainably above 19% - EBITDA gross leverage sustainably below 3.5x -(CFO less capex)/debt sustainably above 7.5% Liquidity and Debt Structure SP Motion's liquidity under the proposed financing package will be comfortable, supported by the lack of debt amortisation, positive FCF generation and USD1 billion revolver that Fitch expects to be undrawn. Fitch also assesses liquidity at the holding company as adequate with dividends received/interest paid averaging about 3x over 2027-2030. The proposed financing package also places a debt service coverage ratio covenant of at least 1.1x at holding company level to be tested quarterly and the revolver is expected to have a springing covenant at 4x EBITDA if and when the facility is more than 50% drawn. Issuer Profile SP Motion is ultimately controlled by Stonepeak Partners LP and Canada Pension Plan Investment Board. SP Motion plans to acquire a 65% stake in a joint venture that owns Castrol. BP plc (A+/Stable) will retain a 35% stake. Date of Relevant Committee 04-Jun-2026 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 SP Motion. 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 ----------- ------ -------- Stonepeak Motion PledgeCo Limited LT IDR BB(EXP) Expected Rating Stonepeak Motion Finco LLC senior secured LT BB+(EXP) Expected Rating RR2 Stonepeak Motion Holdco Limited senior secured LT BB+(EXP) Expected Rating RR2 STONEPEAK MOTION: S&P Assigns Prelim. 'BB-' ICR, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' long-term issuer credit rating to private-equity firm Stonepeak Partners LP (Stonepeak) and its preliminary 'BB-' issue ratings to its proposed $1.75 billion term loan B (TLB) at Stonepeak Motion Finco LLC, as well as the euro-denominated TLB equivalent to $1 billion at Stonepeak Motion Holdco Ltd. The recovery rating on these instruments is '3', indicating its expectation of about 55% reflecting its expectation for meaningful recovery in the event of default. S&P said, "The stable outlook reflects our forecast that Stonepeak Motion PledgeCo will generate stable earnings, maintain at least adequate liquidity, and that the proposed capital structure would lead to an S&P Global Ratings-adjusted debt-to-EBITDA ratio of 4.5x-5.5x in the next 12 months following the transaction close, which we view as commensurate with the rating." Stonepeak, together with minority co-investor Canada Pension Plan Investment Board, plans to acquire a 65% stake in BP PLC's lubricants business, Castrol, through its holding company Stonepeak Motion PledgeCo Ltd. BP will continue to retain a 35% minority stake. The leveraged buyout transaction of Castrol's majority stake includes $3.75 billion debt, consisting of a $1,750 million TLB and $500 million other senior secured debt (SSD) issued by Stonepeak Motion Finco LLC; and an GBP870 million ($1 billion) TLB and GBP435 million ($500 million) SSD issued by Stonepeak Motion HoldCo Ltd., which are fully owned subsidiaries of Stonepeak Motion PledgeCo. In addition, S&P anticipates that Castrol will have GBP300 million cash on hand at closing and access to a $1 billion committed revolving credit facility (RCF), and an additional $300 million accordion. S&P said, "We forecast that Stonepeak Motion PledgeCo's pro forma leverage, based on its 65% stake in Castrol, will be about 5.2x in 2027 and improve to slightly below 5.0x in 2028. We consider that the company will have priority over substantially all the dividends upstreamed by Castrol for three or more years, which provides material cash flow protection. "The preliminary rating reflects our forecast that Stonepeak Motion PledgeCo's pro forma leverage on a 65% basis will be slightly above 5.0x in 2027 but materially improve over the following couple of years driven by a relatively better cost management. For 2027, we anticipate that Castrol's topline will increase by about 11%, primarily reflecting lagged pricing actions, together with modest volume growth of 2%-3% annually, before normalizing in 2028. This should translate to an adjusted EBITDA of $1.2 billion in 2027, after $122 million of one-off separation costs, and $1.35 billion in 2028--corresponding to adjusted EBITDA margins of 13.2% in 2027 (14.5% excluding one-off costs)--and 17.1% in 2028, as input-cost inflation stemming from the Middle East war moderates, pricing actions are fully reflected, and separation costs roll off. Considering Stonepeak Motion PledgeCo's 65% stake in Castrol, we anticipate that the company's adjusted debt to EBITDA will peak at 5.2x in 2027, before falling to 4.7x in 2028, reflecting the underlying EBITDA improvement we anticipate at Castrol. Our adjusted debt figures take into account 65% of the EBITDA generated by Castrol. "Importantly, our rating is supported by the dividend distribution policy established in the shareholder agreement, which results in a near full sweep of cash flows from Castrol to Stonepeak. Under the shareholder agreement between Stonepeak and BP (A-/Positive/A-2), distributable cash flows generated by Castrol are subject to a dividend waterfall that provides priority interim dividends to Stonepeak entities through minimum quarterly dividends per year and the transfer of up to $1.17 billion on a cumulative basis of BP's attributable share of interim dividend distributions. This structure effectively provides access to all free cash flows generated at Castrol after noncontrolling interest distribution during the initial years following closing, which will be available for debt servicing. We forecast that dividends upstreamed to Stonepeak will reach about $800 million in 2027 and $750 million in 2028, supported by Castrol's moderate working capital needs of about $50 million per year and capital expenditure (capex) requirements of about $230 million per year, representing 2%-3% of revenue. Consequently, we expect Stonepeak Motion PledgeCo's free operating cash flow (FOCF) to debt of about 11% in 2027 when considering 100% of the profits generated from Castrol and 13% in 2028, reflecting a stronger cash generation compared with other leveraged buyout transactions. From these proceeds, we understand that about $245 million per year will be used toward interest payment, while the rest will be distributed to minority interest across Castrol's subsidiaries in the range of $110 million and $120 million and to Stonepeak's equity holders in the range of $400 million and $500 million on average per year. Under our base case we anticipate the Stonepeak Motion PledgeCo will act as a pass through and therefore the cash retained by the company will be relatively low. "Castrol benefits from the relatively stable lubricants business, high aftermarket exposure, and partnerships with leading OEMs, which supports recurring demand and brand relevance. We believe the demand for lubricants is relatively stable because they are mission critical products representing a small portion of the total vehicle or equipment operating costs. Unlike original equipment manufacturer (OEM)-focused suppliers whose performance tracks new vehicle production, lubricant demand is supported by installed vehicle parc and ongoing maintenance requirements, resulting in more stable and recurring demand. We estimate the automotive and industrial aftermarkets represent about 70%-80% of the revenue base. "The company has extensive technical partnerships with OEMs to co-engineer fluids on the latest powertrains and industrial applications, which we think should support brand relevance and pricing power. While we view vehicle electrification trends as a long-term credit risk due to the anticipated decline in demand for lubricant products, this is partially mitigated by the company's investments and OEM partnerships in developing electric vehicle (EV) fluids, battery electric storage systems, and thermal management solutions, although they currently represent a limited share of revenue. We also note that the pace of electrification remains uncertain and will likely vary by geography and vehicle segment." The company has a leading market position with good diversity in end markets and distribution channels. According to the company's own estimation Castrol maintains a top three market position in the global lubricants market after Shell PLC (A+/Stable/A-1) and Exxon Mobil Corp. (AA-/Positive/A-1+), supported by strong customer awareness and over 125 years of operating history. By end markets, the company is mostly focused on the mobility segment (74% of volumes) covering passenger and commercial vehicles, and the highly fragmented Industrial segment (26%) covering industrial, marine, and energy sectors. The company also has diversified route-to-market channels spanning distributors, wholesalers and independent workshops (51% of volumes), branded workshops, auto and industrial OEMs (35%), and business-to-consumer retail (14%) across more than 150 countries. S&P said, "In our view, this broad distribution footprint supports greater customer access and market penetration than smaller lubricant players such as Valvoline Inc. (BB/Stable/--). We note there is no material concentration in customers or suppliers." S&P said, "Supply chain disruptions stemming from the Middle East war impacts our base-case metrics in 2026 and 2027. The effective closure of the Strait of Hormuz and attacks on regional energy infrastructure have tightened global supply conditions for base oil and additives raw materials, which together represent about 70% of the company's cost base. We estimate the resulting input cost inflation could reduce EBITDA by about $100 million in 2026 with a partial recovery expected in 2027. That said, we think that Castrol is well positioned to mitigate these pressures given its scale as one of the largest independent purchasers of base oil and additives globally and a good track record of recovering margins with the pass through of raw material inflation, although with a time lag. While we do not currently anticipate material demand destruction, a prolonged conflict could weigh on global vehicle production and broader industrial activity." Higher-than-anticipated leverage from a potential mandatory tender offer for Castrol India remains commensurate with the rating. S&P said, "Under Indian takeover regulations, the transaction would trigger a mandatory tender offer (MTO) for up to 26% of publicly held shares in Castrol India, which we assume would complete in early 2027. While our base case does not assume material participation by minority shareholders, a full uptake could result in a up to $600 million outflow for Castrol." This would increase Castrol's effective ownership stake in Castrol India from 51% to 75% (Indian stock exchange regulation requires a minimum free float of 25% for listed shares, implying that a potential sell down of 2% acquired shares). S&P said, "Should this materialize, we estimate adjusted debt to EBITDA would peak at 6.0x in 2027 before declining to 5.0x in 2028, compared to 5.2x in 2027 and 4.7x in 2028 in our base case. The anticipated leverage remains commensurable with our rating and will be fully funded through the $1.3 billion RCF--including a $300 million tranche earmarked for the potential Indian MTO, which will be cancelled should the MTO not go ahead. We also note that Castrol's higher ownership stake would lead to lower noncontrolling interest distributions, however, this benefit would only partially offset the incremental leverage. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary ratings should not be construed as evidence of the final rating. If we do not receive final documentation within a reasonable time frame, or final documentation departs from materials reviewed we reserve the right to withdraw or revise our ratings. Potential changes include, but are not limited to, use of facilities' proceeds, maturity, size, and conditions of credit facilities, financial, and other covenants, security, and ranking as well as the conditions of the shareholder agreement between BP and Stonepeak. We assume total acquisition debt of $3.75 billion across different instruments and markets. "The stable outlook reflects our view that the carve out of Stonepeak Motion PledgeCo from BP will proceed as planned under the proposed financial structure, and our expectation that the priority dividend transfer to Stonepeak under the shareholders agreement will provide sufficient cash flow availability to support debt service following the transaction completion. We expect leverage to remain commensurate with our rating level even under a potential MTO for subsidiary Castrol India. "We could lower our ratings on Stonepeak Motion PledgeCo over the next few months if the transaction is not finalized as planned, or if the company's capital structure is not implemented as currently envisioned. We could also lower the ratings in the next 12 months if operating performance deteriorates, such that we expect adjusted debt to EBITDA to remain materially above 6.0x in 2027 and 2028. This scenario could unfold if there are substantial carve-out cost overruns, unexpected operational challenges as a stand-alone entity, or tough macroeconomic conditions, leading to weaker EBITDA than our base case. "Although it is unlikely at this time, given Stonepeak Motion PledgeCo's transition to a stand-alone entity and its financial sponsor ownership, we could raise our ratings over the next 12 months if the company were to reduce leverage below 5.0x debt to EBITDA and ownership was committed to further deleveraging converging toward 4.0x. A key aspect of any upgrade would be an established track record as an independent entity." TENET GROUP: Interpath Advisory Appointed as Administrator ---------------------------------------------------------- Tenet Group Limited was placed into administration in the High Court of Justice, Court Number CR-2024-003338. Joshua James Dwyer of Interpath Advisory was appointed as Administrator on June 4, 2026. The company specialised in activities of financial services holding companies. Its registered office is Interpath Ltd, 10 Fleet Place, London, EC4M 7RB. Its principal trading address is 5 Lister Hill, Horsforth, Leeds, West Yorkshire, LS18 5AZ. The Administrator can be contacted at: Joshua James Dwyer Interpath Advisory c/o Interpath Advisory 10 Fleet Place London EC4M 7RB Further information: Email: tenet.customers@interpath.com Email: tenet.employees@interpath.com Email: tenet.creditors@interpath.com Interpath Advisory THEQUAYSIDE LTD: Richard J Smith Appointed as Joint Administrators ------------------------------------------------------------------ Thequayside Ltd, trading as The Quayside Hotel, was placed into administration in the High Court of Justice, Court Number CR-2026-BRS-000094. Jonathan David Trembath and Samuel Adam Bailey, both of Richard J Smith & Co, were appointed as Joint Administrators on June 5, 2026. The company operated as a hotel. Its registered office is Flat 15 Prince William Quay, Berry Head Road, Brixham, TQ5 9BP. Its principal trading address is Quayside Hotel, 49 King St, Brixham, TQ5 9TJ. The Joint Administrators can be contacted at: Jonathan David Trembath Samuel Adam Bailey Richard J Smith & Co 53 Fore Street Ivybridge Devon PL21 9AE Further information: Contact: Tom Simmons Email: tom.simmons@richardjsmith.com Tel: 01752 690101 Richard J Smith & Co TULLOW OIL: Fitch Assigns 'CCC+' LongTerm IDR --------------------------------------------- Fitch Ratings has published Tullow Oil plc's Long-Term Issuer Default Rating (IDR) and the rating on senior secured notes issued by Tullow Holdco 2 Limited at 'CCC+'. The Recovery Rating is 'RR4'. The IDR reflects Tullow's small production scale, concentrated asset portfolio, elevated leverage, and modest proven and probable (2P) reserves, estimated at about 100 million barrels of oil equivalent (mmboe). The IDR is supported by the extension of its debt maturities to November 2028 following a recent refinancing, which has improved near-term liquidity and financial flexibility. At the same time, Tullow's cargo prepayment facility (CPF) and senior secured notes have a springing maturity to May 2028, unless the company enters into a legally binding sale and purchase agreement for asset disposal by September 2027. This results in significant execution risk to its strategy implementation over the medium term, which is a rating constraint. Key Rating Drivers Refinancing Extends Maturities: Tullow successfully completed the refinancing of its USD1.3 billion senior secured notes due May 2026. These, together with Glencore's USD400 million junior debt, were refinanced with USD1,210 million senior secured notes maturing in November 2028 and Glencore's USD423 million junior notes maturing in May 2030. Tullow also has access to a super senior revolving CPF of USD100 million maturing alongside the new senior secured notes. The CPF can be drawn against designated cargoes from Jubilee and TEN fields sold under offtake agreements. The senior secured notes and the CPF are subject to a springing maturity to May 2028 unless Tullow refinances the obligations or executes a legally binding sale and purchase agreement for asset disposal by September 2027. High Leverage: Fitch expects EBITDA net leverage to improve to 2.1x in 2026 from 3x in 2025. However, the high payment-in-kind (PIK) component in the capital structure, combined with Fitch's declining oil price assumptions, will likely increase net leverage to 3.7x by 2029. Tullow's debt capacity remains constrained by its small scale and concentrated asset base. Small Scale: Tullow's business profile has weakened following asset sales in Gabon and Kenya, resulting in reduced scale, lower diversification, and a more concentrated asset base, with Ghana now accounting for 98% of production. Production fell to about 40kboe/d in 2025, from 61.2kboe/d in 2024, and will likely decline to 39kboe/d between 2026 and 2028. The divestments have also diminished 2P reserves and 2C resources, with reserve replacement below 100%. According to the TRACS independent audit, 2P reserves at end-2025 were 100.4mboe, down from 164.5mboe at end-2024. Ghana Concentration: Tullow's operations are in offshore Ghana, where revenue is collected in offshore accounts in hard currency without repatriation requirements. However, Tullow remains exposed to Ghana's more challenging operating environment, which includes, for example, outstanding tax claims by the authorities (as detailed below). Tullow has maintained smooth operations in Ghana, with no major interruptions and underpinned by solid contractual frameworks. Ghana's external debt restructuring has not affected the company's operations, and it has not encountered currency controls in the country. Contingent Liabilities: Tullow continues to engage with the Government of Ghana on two remaining tax claims. The total claims were USD387 million as at end-2025. It also received a tax assessment of USD170 million from the Kenya Revenue Authority that it is contesting through a regular objection process. These contingencies are not fully provided for as Tullow considers the claims to be without merit. The outcome, timing and cash flow related to these disputes are currently unknown and hence not factored into the ratings case. Materialisation of these tax claims could lead to a reassessment of the creditworthiness if they become enforceable obligations. Peer Analysis Tullow's production profile is similar to its Columbian peers Frontera Energy Corporation (Frontera, B/Stable) and GeoPark Limited (GeoPark, B+/Stable). All three have geographically concentrated operations with Tullow's through-the-cycle production at 40kboepd, Frontera's at 42kboepd and GeoPark's at 30kboepd. However, both Frontera and GeoPark have higher reserves and better financial profiles with EBITDA leverage expected to remain below 3x over the forecast period versus Tullow's above 3.5x on a mid-cycle basis. Tullow's leverage is slightly better than Kosmos Energy Ltd.'s (B-/Stable). However, Kosmos has higher production, ranging 60-70kboepd through the cycle, better geographical diversification and higher reserves. Fitch's Key Rating-Case Assumptions - Base-case assumptions for Brent in line with Fitch's price deck - Jubilee gas sales assumed at around USD3/mmbtu, in line with sales agreement for the forecast period - Fitch-estimated upstream production in line with guided production on average at 39kboe/d over 2026-2029 - Capex, excluding exploration and decommissioning, averaging around USD237 million a year in 2026-2029 - 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', Lower), sector characteristics ('bb-', Moderate), market and competitive positioning ('b-', Higher), diversification and asset quality ('b', Moderate), company operational characteristics ('b-', Moderate), profitability ('ccc', Moderate), financial structure ('b', Moderate), and financial flexibility ('b-', Higher). The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2025, 10% for the forecast year 2026, 30% for the forecast year 2027, 30% for the forecast year, 2028 and 20% for the forecast year 2029. 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 'b+' has no impact. The SCP is 'ccc+'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'CCC+'. Recovery Analysis - Its recovery analysis assumes that Tullow would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. - Tullow's GC EBITDA reflects its view on EBITDA generation from operating assets in Ghana, yielding a GC EBITDA of USD400 million. - Fitch applies a multiple of 4.0x to EBITDA to calculate a GC enterprise valuation, reflecting the risks associated with the small size and assets located in less favorable jurisdictions. - Its waterfall analysis assumes Tullow's USD100 million senior CPF is fully drawn and ranks senior relative to the senior secured notes. The senior secured notes rank senior to the USD423 million Glencore junior notes. - After deducting 10% for administrative claims and taking into account its Country-Specific Treatment of Recovery Ratings Criteria, its analysis generated a waterfall-generated recovery computation in the 'RR4' band, indicating a 'CCC+' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to refinance upcoming maturities - EBITDA leverage above 5x or EBITDA net leverage above 4.5x on a sustained basis - EBITDA interest coverage below 2.0x - Negative free cash flow due to weak operational performance or significant outflows in respect of contingent claims/litigations Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 3.0x or EBITDA net leverage below 2.5x on a sustained basis - EBITDA interest coverage above 4.0x - Sustainable improvement in the business profile through a larger scale or higher reserves Liquidity and Debt Structure As of early May 2026, Tullow held USD103 million in available cash and bank balances following the refinancing. The company benefits from a fully undrawn USD100 million CPF, which supports liquidity. The next major debt maturity is USD1.2 billion in 2028. Fitch expects Tullow to refinance this maturity. Issuer Profile Tullow is a UK-domiciled independent exploration and production oil and gas company, with producing assets in Ghana. Tullow Oil plc is listed on the London and Ghanaian Stock Exchanges. Date of Relevant Committee June 4, 2026 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The Climate.VS for 2035 for Tullow Oil plc is 53. This does not affect the current ratings, as Tullow continues to make progress on its decarbonisation initiatives. Any rating impact may differ from the illustrative impact under the Climate.VS framework, reflecting the evolution of Fitch's assessment of global risks, actions the entity may take to adapt to or mitigate those risks and other relevant factors. 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 ----------- ------ -------- Tullow Holdco 2 Limited senior secured LT CCC+ Publish RR4 Tullow Oil plc LT IDR CCC+ Publish TWIN BRIDGES 2026-1: Moody's Assigns (P)B1 Rating to Class X Notes ------------------------------------------------------------------ Moody's Ratings has assigned provisional ratings to Notes to be issued by Twin Bridges 2026-1 plc: GBP [ ]M Class A Mortgage Backed Floating Rate Notes due October 2071, Assigned (P)Aaa (sf) GBP [ ]M Class B Mortgage Backed Floating Rate Notes due October 2071, Assigned (P)Aa2 (sf) GBP [ ]M Class C Mortgage Backed Floating Rate Notes due October 2071, Assigned (P)A1 (sf) GBP [ ]M Class D Mortgage Backed Floating Rate Notes due October 2071, Assigned (P)Baa1 (sf) GBP [ ]M Class X Floating Rate Notes due October 2071, Assigned (P)B1 (sf) Moody's have not assigned a rating to the GBP [ ]M Class Z Notes due October 2071. RATINGS RATIONALE The Notes are backed by a revolving portfolio of UK buy-to-let loans originated by Paratus AMC Limited ("Paratus" as originator and seller, NR). The revolving period is 39 months. The transaction also includes a pre-funding period concluding on the first payment date. During the pre-funding period, additional loans may be sold into the SPV, up to the pre-funding amount of GBP100m, subject to certain pool parameters and the eligibility criteria. At closing the portfolio consists of 2,033 loans with the current pool balance of around GBP400.1 million as of April 30, 2026. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from a non-amortising general reserve; sized at 0.20% of the Classes A to D Notes and a liquidity reserve fund which is equal to 1.00% of the outstanding balance of Classes A and B and will amortise together with Classes A and B. The general reserve fund will be part of available revenue receipts while the liquidity reserve fund will be available to cover senior fees and costs, and Class A and B interest (in respect of the latter, if it is the most senior class outstanding and otherwise subject to a PDL condition). Paratus is the servicer and US Bank Global Corporate Trust Limited is the cash manager in the transaction. In order to mitigate the operational risk, CSC Capital Markets UK Limited (Not rated) will act as the back-up servicer facilitator. To ensure payment continuity over the transaction's lifetime the transaction documents incorporate estimation language whereby the cash manager can use the three most recent servicer reports to determine the cash allocation in case no servicer report is available. Additionally, there is an interest rate risk mismatch between the 90.4% of loans in the pool that are fixed rate and revert to Bank of England Base Rate (BBR) plus a margin, and the Notes which are floating rate securities with reference to compounded daily SONIA. To mitigate this mismatch there will be a fixed-floating scheduled amortisation swap provided by Lloyds Bank Corporate Markets plc (A1(cr) / P-1(cr)). The swap framework is in accordance with Moody's guidelines. The collateral trigger is set at loss of A3(cr) and the transfer trigger at loss of Baa3(cr). Moody's determined the portfolio lifetime expected loss of 1.1% and MILAN Stressed Loss of 9.2% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected losses and MILAN Stressed Loss are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. Portfolio expected loss of 1.1%: This is in line with the UK buy-to-let RMBS sector average and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (1) the portfolio characteristics, including a weighted-average current LTV of 73.3%; (2) the good performance of the seller's precedent transactions as well as the historical performance of the seller's loan book; (3) benchmarking with comparable transactions in the UK RMBS market; and (4) the current macroeconomic environment in the UK. MILAN Stressed Loss of 9.2%: This is lower than the UK buy-to-let RMBS sector average and follows Moody's assessments of the loan-by-loan information taking into account the following key drivers: (1) the portfolio characteristics including the weighted-average current LTV of 73.3% for the pool; and (2) benchmarking with comparable transactions in the UK RMBS market as well as with the previous transactions of Paratus. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the Notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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