250507.mbx

250507.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 Wednesday, May 7, 2025, Vol. 26, No. 91 Headlines B U L G A R I A TBI BANK: Moody's Affirms 'Ba2' LT Deposit Rating, Outlook Now Pos. I R E L A N D ADAGIO V-S EUR: Fitch Assigns 'B-sf' Final Rating to Class F Notes BAIN CAPITAL 2017-1: Moody's Cuts EUR10.5MM F Notes Rating to Caa1 BBAM EUROPEAN VI: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes DRYDEN 44 2015: Moody's Affirms B3 Rating on EUR10.5MM F-R-R Notes NGC EURO 5: Fitch Assigns 'B-sf' Final Rating to Class F Notes I T A L Y COMPAGNIA TIRRENA: Office Building Tender Scheduled for July 14 MARINAGRI SPA: Asset Auction Scheduled for June 24-June 26 U N I T E D K I N G D O M ALLIANCE DESIGN: Forvis Mazars Named as Joint Administrators BLUE MARLIN IBIZA: Quantuma Advisory Named as Administrators CARDIUM OUTSOURCING: Opus Restructuring Named as Administrators ENVIN SENSING: Quantuma Advisory Named as Administrators FAMEVALLEY LIMITED: RSM UK Named as Administrators ILKLEY BREWERY: Leonard Curtis Named as Joint Administrators NEWDAY FUNDING: Fitch Affirms 'BB-sf' Rating on Class F Notes OSTRICH INN: PKF Littlejohn Named as Administrators PACKAGING SUPPLIES: Valentine & Co Named as Joint Administrators THG PLC: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable VALIANT FX: Teneo Financial Named as Joint Administrators - - - - - =============== B U L G A R I A =============== TBI BANK: Moody's Affirms 'Ba2' LT Deposit Rating, Outlook Now Pos. ------------------------------------------------------------------- Moody's Ratings has affirmed TBI Bank EAD's (TBI Bank) long- and short-term deposit ratings at Ba2/NP and its Baseline Credit Assessment (BCA) and Adjusted BCA at ba3. The outlook on the long-term deposit ratings was changed to positive from stable. At the same time, Moody's also affirmed TBI Bank's long- and short-term Counterparty Risk Ratings at Baa3/P-3 and the long- and short-term Counterparty Risk Assessments (CR Assessment) at Baa3(cr)/P-3(cr). The rating action follows the announcement [1] that 4Finance Holding S.A. (4Finance; corporate family rating B2) has signed a definitive agreement to sell TBI Bank to global private equity firm Advent International, L.P. (Advent). The transaction, which is subject to regulatory approvals, is expected to close in the fourth quarter of 2025. RATINGS RATIONALE -- POSITIVE OUTLOOK The positive outlook on TBI Bank's Ba2 long-term deposit ratings reflects Moody's expectations that governance risks will moderate once the transaction concludes and the bank is acquired by Advent. Additionally, TBI Bank could be afforded with better access to capital and expertise in executing its strategy under Advent's ownership. TBI Bank is currently fully owned by 4Finance and therefore remains exposed to high governance risks because of 4Finance's relatively concentrated private ownership and complex organisational structure that includes various minority ownership interests, which constrain the bank's credit profile. -- AFFIRMATION The affirmation of TBI Bank's Ba2 long-term deposit ratings and ba3 BCA reflects its robust capital with a tangible common equity-to-risk-weighted assets ratio of 22% as of December 2024, healthy liquidity buffers and high profitability with a 2024 net income to tangible assets ratio of 2.9%. These strengths are balanced by the high asset risks embedded in TBI Bank's unsecured consumer lending focus, with the cost of risk (loan loss provisions to average gross loans) averaging 5.9% over the period 2022 to 2024, along with rapid credit growth, as well as its limited business diversification and the governance risks discussed earlier. TBI Bank's Ba2 long-term deposit ratings also incorporate one notch of rating uplift from the application of Moody's Advanced Loss Given Failure (LGF) analysis that indicates a likely low loss severity in the event of the bank's failure reflecting the loss absorption provided by the volume of junior deposits themselves and issued debt to comply with a minimum requirement for own funds and eligible liabilities (MREL). Because of TBI Bank's small size within the Bulgarian banking sector, the ratings do not include any uplift from government support considerations. The bank's total assets were BGN3.5 billion (EUR1.8 billion) as of end-2024. TBI Bank is headquartered in Bulgaria and additionally operates in Romania and Greece through branches, on the basis of the single European passport. TBI Bank's Environmental, Social and Governance (ESG) credit impact score remains at CIS-4, mainly reflecting the aforementioned high exposure to governance risk. Exposure to social risks is also high reflecting heightened risk of regulatory disruption as an unsecured near-prime and prime consumer lender. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS TBI Bank's ratings may be upgraded following the conclusion of the sale transaction and provided governance risks abate, supported by the presence of a significant number of independent board members, and if Moody's do not anticipate a material increase in risk appetite under the new ownership, while financial performance and capital buffers are maintained. TBI Bank's ratings could also be upgraded following a significant improvement in the operating environments of Romania and Bulgaria, if asset risk declines materially and if it diversifies its business profile over time. The bank's deposit ratings could be upgraded in case it maintains substantial additional volumes of bail-inable debt or its liability structure changes in a way that provides a significantly larger loss-absorbing buffer for depositors. TBI Bank's ratings could be downgraded if operating conditions deteriorate, leading to asset quality deterioration, and a decline in profitability, that also impacts capital generation and lowers the coverage of credit costs from income. Funding volatility and resultant squeeze in liquidity would also place downward pressure on the ratings. TBI Bank's deposit ratings could also be downgraded following a change in its liability structure that reduces the uplift provided by Moody's Advanced LGF, such as from lower volumes of bail-inable debt. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in November 2024. ============= I R E L A N D ============= ADAGIO V-S EUR: Fitch Assigns 'B-sf' Final Rating to Class F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Adagio V-S EUR CLO DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ Adagio V-S EUR CLO DAC A-1 XS3028249327 LT AAAsf New Rating A-2 XS3028250093 LT AAAsf New Rating B-1 XS3028250333 LT AAsf New Rating B-2 XS3028250929 LT AAsf New Rating C XS3028251224 LT Asf New Rating D XS3028251901 LT BBB-sf New Rating E XS3028252206 LT BB-sf New Rating F XS3028252891 LT B-sf New Rating S-1 Subordinated Notes XS3028253436 LT NRsf New Rating S-2 Subordinated Notes XS3028253782 LT NRsf New Rating X XS3028249087 LT AAAsf New Rating Transaction Summary Adagio V-S EUR CLO DAC is a securitisation of mainly senior secured loans (at least 90%) with a component of senior unsecured, mezzanine, and high-yield bonds. Note proceeds are used to fund a portfolio with a target par of EUR325 million. The portfolio is actively managed by AXA Investment Managers US Inc. The collateralised loan obligation (CLO) has a reinvestment period of about 4.5 years and a 7.5-year weighted average life test (WAL), which can be extended by one year, 12 months after closing, subject to conditions. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 25.5. 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 (WARR) of the identified portfolio is 61.6%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which is one year after closing. The WAL extension is subject to conditions, including passing the portfolio profile tests, collateral quality tests, the Class A/B coverage test being no more than 0.5% below the test level at issuance, and maintaining the aggregate collateral balance is at least equal to the reinvestment target par balance. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio and matrices analysis is 12 months less than the WAL covenant. This is to account for structural and reinvestment conditions after the reinvestment period, including the overcollateralisation tests and the Fitch 'CCC' limitation test passing after reinvestment. Fitch believes these conditions will reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An increase of the default rate (RDR) by 25% of the mean RDR and a decrease of the recovery rate (RRR) by 25% at all ratings of the current portfolio would lead to downgrades of no more than two notches each on the class B, C and E notes, one notch for the class D notes, and a multiple notches to the class F notes. Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than initially assumed due to unexpectedly high defaults and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each, except for the 'AAAsf' rated notes. Upgrades, which are based on the Fitch-stressed portfolio, may occur during the reinvestment period on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from 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 Most of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations 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 Adagio V-S EUR CLO 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. BAIN CAPITAL 2017-1: Moody's Cuts EUR10.5MM F Notes Rating to Caa1 ------------------------------------------------------------------ Moody's Ratings has taken a variety of rating actions on the following notes notes issued by Bain Capital Euro CLO 2017-1 Designated Activity Company: EUR17,500,000 Class D Senior Secured Deferrable Floating Rate Notes due 2030, Upgraded to Aa3 (sf); previously on Dec 2, 2024 Upgraded to A1 (sf) EUR10,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2030, Downgraded to Caa1 (sf); previously on Dec 2, 2024 Affirmed B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR206,500,000 (Current outstanding amount EUR19,817,745) Class A Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously on Dec 2, 2024 Affirmed Aaa (sf) EUR31,500,000 Class B-1 Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously on Dec 2, 2024 Affirmed Aaa (sf) EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030, Affirmed Aaa (sf); previously on Dec 2, 2024 Affirmed Aaa (sf) EUR22,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2030, Affirmed Aaa (sf); previously on Dec 2, 2024 Upgraded to Aaa (sf) EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2030, Affirmed Ba2 (sf); previously on Dec 2, 2024 Affirmed Ba2 (sf) Bain Capital Euro CLO 2017-1 Designated Activity Company issued in October 2017, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured/mezzanine European loans. The portfolio is managed by Bain Capital Credit, Ltd. The transaction's reinvestment period ended in October 2021. RATINGS RATIONALE The upgrade on the rating on the Class D notes are primarily a result of the significant deleveraging of the senior notes following amortisation of the underlying portfolio since the last rating action in December 2024. The Class A notes have paid down by approximately EUR46.1 million (22.3% of original balance) since the last rating action in December 2024 and EUR186.7 million (90.4%) since closing. As a result of the deleveraging, Class A/B, C and D over-collateralisation (OC) has increased. According to the trustee report dated April 2025 [1] the Class A/B, Class C and Class D ratios are reported at 182.07%, 146.00% and 126.13% compared to November 2024 [2] levels of 166.72%, 139.43% and 123.37% respectively. The deleveraging and OC improvements primarily resulted from high prepayment rates of leveraged loans in the underlying portfolio. Most of the prepaid proceeds have been applied to amortise the liabilities. All else held equal, such deleveraging is generally a positive credit driver for the CLO's rated liabilities. The downgrade to the rating on the Class F notes is primarily due to the deterioration in the over-collateralisation ratio since the last rating action in December 2024. The over-collateralisation ratio of the Class F notes have decreased since the last rating action in December 2024. According to the trustee report dated April 2025 [1] the Class F OC ratio is reported at 100.21% compared to November 2024 [2] levels of 101.36%. The affirmations on the ratings on the Class A, B-1, B-2, C and E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR140.0m Defaulted Securities: EUR10.5m Diversity Score: 34 Weighted Average Rating Factor (WARF): 3,193 Weighted Average Life (WAL): 3.32 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.68% Weighted Average Coupon (WAC): 3.37% Weighted Average Recovery Rate (WARR): 44.79% Par haircut in OC tests and interest diversion test: 2.07% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank provider, using the methodology "Moody's Approach to Assessing Counterparty Risks in Structured Finance" published in October 2024. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. BBAM EUROPEAN VI: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned BBAM EUROPEAN CLO VI DAC final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- BBAM EUROPEAN CLO VI DAC A XS3009440275 LT AAAsf New Rating AAA(EXP)sf B XS3009440432 LT AAsf New Rating AA(EXP)sf C XS3009440861 LT Asf New Rating A(EXP)sf D XS3009441083 LT BBB-sf New Rating BBB-(EXP)sf E XS3009441240 LT BB-sf New Rating BB-(EXP)sf F XS3009441596 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3009441752 LT NRsf New Rating NR(EXP)sf Transaction Summary BBAM EUROPEAN CLO VI DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds are used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by RBC Global Asset Management (UK) Limited. The collateralised loan obligation (CLO) has a 4.6-year reinvestment period and an 8.6-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor 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 62.4%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has four matrices; two effective at closing with fixed-rate limits of 10% and 5%, and two one year post-closing with fixed-rate limits of 10% and 5%. All four matrices are based on a top 10 obligor concentration limit of 20%. The closing matrices correspond to an 8.6-year WAL test while the forward matrices correspond to a 7.6 year WAL test. The switch to the forward matrices is subject to the aggregate collateral balance (defaults at Fitch collateral value) is at least at the target par. The transaction has 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): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date (subject to a floor of six years), to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have lead to downgrades of no more one notch each of the class B, C and D notes and to below 'B-sf' for the class F notess. The class A and E notes ratings would receive no impact. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high defaults and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B, C, D and E notes each have a two-notch rating cushion, while the class F notes have a cushion of three notches. The class A notes have no rating cushion. 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 four notches for each class of notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to five notches each, except for the 'AAAsf' rated notes. During the reinvestment period, upgrades, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may result from 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 Most of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations 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 BBAM EUROPEAN CLO VI 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. DRYDEN 44 2015: Moody's Affirms B3 Rating on EUR10.5MM F-R-R Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Dryden 44 Euro CLO 2015 Designated Activity Company: EUR30,000,000 Class B-1-R-R Senior Secured Floating Rate Notes due 2034, Upgraded to Aaa (sf); previously on Mar 24, 2021 Definitive Rating Assigned Aa2 (sf) EUR10,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due 2034, Upgraded to Aaa (sf); previously on Mar 24, 2021 Definitive Rating Assigned Aa2 (sf) EUR14,500,000 Class C-1-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Mar 24, 2021 Definitive Rating Assigned A2 (sf) EUR10,000,000 Class C-2-R-R Mezzanine Secured Deferrable Fixed Rate Notes due 2034, Upgraded to A1 (sf); previously on Mar 24, 2021 Definitive Rating Assigned A2 (sf) EUR28,500,000 Class D-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Upgraded to Baa2 (sf); previously on Mar 24, 2021 Definitive Rating Assigned Baa3 (sf) Moody's have also affirmed the ratings on the following notes: EUR225,800,000 Class A-1-R-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 24, 2021 Definitive Rating Assigned Aaa (sf) EUR16,200,000 Class A-2-R-R Senior Secured Fixed Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 24, 2021 Definitive Rating Assigned Aaa (sf) EUR23,000,000 Class E-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Mar 24, 2021 Definitive Rating Assigned Ba3 (sf) EUR10,500,000 Class F-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Mar 24, 2021 Definitive Rating Assigned B3 (sf) Dryden 44 Euro CLO 2015 Designated Activity Company, issued in June 2016, refinanced in July 2018 and reset in March 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by PGIM Limited. The transaction's reinvestment period ended in April 2025. RATINGS RATIONALE The rating upgrades on the Class B-1-R-R, Class B-2-R-R, Class C-1-R-R, Class C-2-R-R and Class D-R-R notes are primarily a result of the benefit of the transaction having reached the end of the reinvestment period in April 2025. The affirmations on the ratings on the Class A-1-R-R, Class A-2-R-R, Class E-R-R and Class F-R-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR397.9m Defaulted Securities: None Diversity Score: 53 Weighted Average Rating Factor (WARF): 2885 Weighted Average Life (WAL): 4.7 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.9% Weighted Average Coupon (WAC): 3.3% Weighted Average Recovery Rate (WARR): 42.4% Par haircut in OC tests and interest diversion test: None The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, using the methodology "Moody's Approach to Assessing Counterparty Risks in Structured Finance" published in October 2024. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes performance. Additional uncertainty about performance is due to the following: Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. NGC EURO 5: Fitch Assigns 'B-sf' Final Rating to Class F Notes -------------------------------------------------------------- Fitch Ratings has assigned NGC Euro CLO 5 DAC final ratings as detailed below. Entity/Debt Rating ----------- ------ NGC Euro CLO 5 DAC A XS3019301863 LT AAAsf New Rating B XS3019301947 LT AAsf New Rating C XS3019302085 LT Asf New Rating D XS3019302671 LT BBB-sf New Rating E XS3019302598 LT BB-sf New Rating F XS3019302754 LT B-sf New Rating Subordinated Notes XS3019303059 LT NRsf New Rating Transaction Summary NGC Euro CLO 5 DAC is a securitisation of mainly senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes (except the subordinated notes) and to fund the existing portfolio. The portfolio is actively managed by Nassau Global Credit (UK) LLP (Nassau). The collateralised loan obligation (CLO) has a 4.5-year reinvestment period and an 8.5-year weighted average life test (WAL test). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 24.6. 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 63.1%. Diversified Portfolio (Positive): The transaction includes four Fitch matrices. Two are effective at closing, corresponding to an 8.5-year WAL, while two are effective one year after closing, corresponding to a 7.5-year WAL. Each matrix set corresponds to two different fixed-rate asset limits at 5% and 10%. All matrices are based on a top-10 obligor concentration limit at 20%. The transaction has a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%, among others. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an approximately 4.5-year reinvestment period and includes 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): The WAL used for the transaction's matrix and the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' bucket limitation test post reinvestment as well as a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. This ultimately reduces the maximum possible risk horizon of the portfolio when combined with loan pre-payment expectations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes, would lead to downgrades of one notch for the class B to E notes, and 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 defaults and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B to F notes each have a cushion of two notches. There is no cushion for the class A notes, as they are at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either 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 four notches. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches for the rated notes, except for the 'AAAsf' rated notes. During the reinvestment period, upgrades, which are based on the Fitch-stressed-case portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread 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 The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations 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 NGC Euro CLO 5 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 ========= COMPAGNIA TIRRENA: Office Building Tender Scheduled for July 14 --------------------------------------------------------------- An office building owned by Compagnia Tirrena di Assicurazioni S.p.A. (In Compulsory Administrative Liquidation) is being put up for sale by tender with sealed bids in the presence of a notary. The building located at Balduina - Monte Mario area in Rome is approximately 20,000 square meters. The starting bid is set at EUR23,047,000.00 plus taxes and auction service fees. The tender is scheduled for July 14, 2025, at 11:00 a.m. The property is sold "as is" and at fixed price. Tender notices and further information on the property are available on www.ivass.it, www.immobiliare.it, www.avvisinotarili.notariato.it, www.astegiudiziarie.it, and www.compagniatirrenalca.it (procedure No. 126 of 1993). For more information please contact the office responsible: Via Massimi 158 00136 Roma Tel: +39/06/30183422 Fax: +39/06/35420169 E-mail: compagniatirrenaassspa.inica@legalmail.it MARINAGRI SPA: Asset Auction Scheduled for June 24-June 26 ---------------------------------------------------------- The business assets of MARINAGRI S.p.A. (Bankruptcy no. 4/2020, Court of Matera) are being put up for sale in a single lot composed of: -- Port business unit, -- Marinagri Hotel business unit, -- Shipyard business unit, -- Rights deriving from public and administrative concessions, -- Building plots, -- Properties under construction, -- Restaurant, wine bar and market business unit, -- 32 residential units each associated with a mooring and a parking space, -- 51 residential units each associated with a parking space, and -- 7 boat moorings The base price is set at EUR81,898,670.00. The minimum bid is set at EUR61,424,008.00. The assets will be sold via the platform www.garavirtuale.it from June 24, 2025 at 3:00 p.m. to June 26, 2025 at 3:00 p.m. In the event that no offers are received for the single lot, the 90 lots relating to the individual properties will be sold via the platform www.doauction.it from July 1 to July 3, 2025. Documentation is available at www.asteannunci.it and www.pvp.giustizia.it The supervising judge is Dr. Tiziana Caradonio. The trustees are Antonio de Notaristefani di Vastogirardi and Dr. Cosimo Valentini. For more information, contact: Edicom SpaGroup Tel: 0415369911 ext. 429 Mobile: +39 3757928931 E-mail: info@doauction.com =========================== U N I T E D K I N G D O M =========================== ALLIANCE DESIGN: Forvis Mazars Named as Joint Administrators ------------------------------------------------------------ Alliance Design Services Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD) Court Number: CR-2025-002496, and Mark Boughey and Michael Ian Field of Forvis Mazars LLP, were appointed as joint administrators on April 23, 205. The company, trading as Alliance Design Services, is a manufacturer of windows and doors. Its registered office and principal trading address is at 303 Central Park, Petherton Road, Hengrove, Bristol, BS14 9BZ. The joint administrators can be reached at: Mark Boughey Michael Ian Field Forvis Mazars LLP 90 Victoria Street, Bristol BS1 6DP For further details, contact: The Joint Administrators Tel No: 0117 928 1725 Alternative contact: Will Barnett BLUE MARLIN IBIZA: Quantuma Advisory Named as Administrators ------------------------------------------------------------ Blue Marlin Ibiza London Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-002987, and Andrew Andronikou and Michael Kiely of Quantuma Advisory Limited, were appointed as administrators on April 30, 2025. Blue Marlin, trading as Blue Marlin Ibiza London, operated hotels and similar accommodation. Its registered office is at 20 Fitzroy Square, London, W1T 6EJ and it is in the process of being changed to c/o Quantuma Advisory Limited, 7th Floor, 20 St Andrew Street, London, EC4A 3AG. Its principal trading address is at 45 Curtain Rd, London, EC2A 3PT. The administrators can be reached at: Andrew Andronikou Michael Kiely Quantuma Advisory Limited 7th Floor, 20 St. Andrew Street London, EC4A 3AG For further details, please contact: Elliot Segal Tel No: 020 3856 6720 Email: elliot.segal@quantuma.com CARDIUM OUTSOURCING: Opus Restructuring Named as Administrators --------------------------------------------------------------- Cardium Outsourcing Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts Court Number: CR-2025-MAN-000551, and Frank Ofonagoro and Gary N Lee of Opus Restructuring LLP, were appointed as administrators on April 25, 2025. Cardium Outsourcing, trading as Your Office Anywhere, specialized in information technology consultancy activities. Its registered office and principal trading address is at 30-32 Hanover House, Charlotte Street, M1 4FD. The administrators can be reached at: Frank Ofonagoro Gary N Lee Opus Restructuring LLP 2nd Floor, 3 Hardman Square Spinningfields, Manchester M3 3EB For further details contact: Dale Taylor Tel No: 0161 383 8410 Email: dale.taylor@opusllp.com ENVIN SENSING: Quantuma Advisory Named as Administrators -------------------------------------------------------- Envin Sensing Solutions Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Manchester, Court Number: CR-2025-000635, and Jeremy Woodside and Tracey Pye of Quantuma Advisory Limited, were appointed as administrators on April 30, 2025. Envin Sensing specialized in engineering related scientific and technical consulting activities. Its registered office is at Technology House Chowley Oak, Tattenhall, Chester, CH3 9GA and it is in the process of being changed to C/o Quantuma Advisory Limited, The Lexicon, 6th Floor, Manchester, M2 5NT. Its principal trading address is at Technology House Chowley Oak, Tattenhall, Chester, CH3 9GA. The administrators can be reached at: Jeremy Woodside Tracey Pye Quantuma Advisory Limited The Lexicon, 10 - 12 Mount Street Manchester, M2 5NT For further details, please contact: Shelley Stuart-Cole Tel No: 0161 694 9144 Email: shelley.stuart-cole@quantuma.com FAMEVALLEY LIMITED: RSM UK Named as Administrators -------------------------------------------------- Famevalley Limited was placed into administration proceedings in the High Court of Justice, The Business and Property Courts in Leeds Court Number: CR-2025-LDS-000429, and Lee Van Lockwood and Gareth Harris of RSM UK Restructuring Advisory LLP, were appointed as administrators on April 28, 2025. Famevalley Limited, trading as HBS Pharmacy, specialized in dispensing chemists in specialized stores. Its registered office is at Former Preston College, Moor Park Avenue, Preston, PR16AS. Its principal trading address is at HBS Pharmacy, Elliott St, Silsden, Keighley BD20 0DG. The administrators can be reached at: Lee Van Lockwood Gareth Harris RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street, Leeds LS1 4DL Correspondence address and contact details of case manager: Ryan Marsh RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street, Leeds LS1 4DL Tel: 0113 285 5000 Alternative contact: The Joint Administrators Tel: 0113 285 5000 ILKLEY BREWERY: Leonard Curtis Named as Joint Administrators ------------------------------------------------------------ The Ilkley Brewery Company Limited was placed into administration proceedings in the the Business and Property Courts in Leeds Court Number: CR-2025-000432, and Ryan Holdsworth and Danielle Shore of Leonard Curtis (UK) Limited, were appointed as joint administrators on April 28, 2025. The Ilkley Brewery is a beer manufacturer. Its registered office is at 4th Floor, Fountain Precinct, Leopold Street, Sheffield, S1 2JA. Its principal trading address is at Unit 5 Ashlands Industrial Estate, Ilkley, England, LS29 8JT. The joint administrators can be reached at: Ryan Holdsworth Danielle Shore Leonard Curtis (UK) Limited 4th Floor, Fountain Precinct Leopold Street, Sheffield S1 2JA Further details contact: The Joint Administrators Tel No: 0114 285 9503 Email: shannon.jones@leonardcurtis.co.uk Alternative contact: Shannon Jones NEWDAY FUNDING: Fitch Affirms 'BB-sf' Rating on Class F Notes ------------------------------------------------------------- Fitch Ratings has downgraded NewDay Funding's Series VFN-F1 V1 class A notes to 'BBBsf' from 'BBB+sf', following an amendment to the class A notes' advance rate. The Outlook remains Stable. Entity/Debt Rating Prior ----------- ------ ----- NewDay Funding Master Issuer Plc VFN-F1 V1 Class A LT BBBsf Downgrade BBB+sf VFN-F1 V1 Class E LT BB+sf Affirmed BB+sf VFN-F1 V1 Class F LT BB-sf Affirmed BB-sf Transaction Summary The debt issued by NewDay Funding is collateralised by a pool of non-prime UK credit card receivables originated by NewDay Limited (NewDay). NewDay is one of the largest specialist credit card companies in the UK and offers cards both under its own brands and in partnership with individual retailers. Only the cards branded by NewDay, which are targeted at higher-risk borrowers on average, are included in this transaction. The cards co-branded with retailers are financed through a separate securitisation. Series VFN-F1 V1 provides funding flexibility, which is essential to credit card trusts. KEY RATING DRIVERS Amended Advance Rate: NewDay Funding's VFN-F1 V1 class A notes ratings reflect an increase in the advance rate to 86% from 83.7%. The amendment will lead to a decline in credit enhancement. Asset Assumptions Unchanged: The rating actions only address the impact of the amendments to the structure, meaning that its asset assumptions are unchanged. Fitch maintains a steady-state charge-off rate of 17%, a steady-state monthly payment rate (MPR) of 11% and a steady-state yield of 30% for the trust. Charge-off and MPR stresses are unchanged and remain at the low end of the criteria range (3.5x and 45% at the 'AAAsf' rating case, respectively). This considers the high absolute level of the steady-state charge-off rate, the low volatility in the historical data and the low payment rates typical of the non-prime credit card sector. The levels were changed earlier this year to reflect (i) NewDay's increasing strategic focus on acquiring and retaining slightly lower-risk borrowers, (ii) the strength and stability of portfolio performance metrics during challenging macroeconomic conditions, and (iii) continued refinements to NewDay's automated credit scoring process. Sound Performance: The recent performance of the transaction remains below Fitch's steady-state charge-off rate. Over the last year, charge-offs and the MPR have averaged 12.3% and 14.2%, respectively. Fitch expects performance metrics to fluctuate around its steady-states through the economic cycle. Variable Funding Notes Add Flexibility: The structure includes a separate originator variable funding note (VFN), purchased and held by NewDay Funding Transferor Ltd, in addition to series VFN-F1, VFN-F2 and VFN-F3, providing the funding flexibility typical of and necessary for credit card trusts. It provides credit enhancement to the rated notes, adds protection against dilutions by way of a separate functional transferor interest and meets UK and US risk-retention requirements. Risks from Seller/Servicer Mitigated: The NewDay group acts in several capacities through its various entities, most prominently as originator, servicer and cash manager. The reliance on the group is mitigated by the transferable operations, agreements with established card service providers, a back-up cash management agreement and a series-specific liquidity reserve. A back-up servicer has been in place since October 2024. Upon the occurrence of a servicer termination event, the back-up servicer will replace the existing servicer within 30 days. As of April 2025, the minimum transferor interest percentage has been reduced to 1.2% from 1.65%, given the historically low dilutions experienced by the pool. Fitch deems that the minimum transferor interest remains adequately sized to cover dilution risk. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Rating sensitivity to increased charge-off rate Increase steady state by 25%/ 50%/ 75%: VFN F1 V1 Class A: 'BB+sf'/ 'BBsf'/ 'BB-sf' VFN F1 V1 Class E: 'BB-sf'/ 'B+sf'/ 'Bsf' VFN F1 V1 Class F: 'Bsf'/ N.A./ N.A. Rating sensitivity to reduced MPR Reduce steady state by 15%/ 25%/ 35%: VFN F1 V1 Class A: 'BBB-sf'/ 'BB+sf'/ 'BBsf' VFN F1 V1 Class E: 'BBsf'/ 'BB-sf'/ 'BB-sf' VFN F1 V1 Class F: 'B+sf'/ 'B+sf'/ 'B+sf' Rating sensitivity to reduced purchase rate Reduce steady state by 50%/ 75%/ 100%: VFN F1 V1 Class A: 'BBBsf'/ 'BBB-sf'/ 'BBB-sf' VFN F1 V1 Class E: 'BBsf'/ 'BBsf'/ 'BBsf' VFN F1 V1 Class F: 'BB-sf'/ 'B+sf'/ 'B+sf' Rating sensitivity to increased charge-off rate and reduced MPR Increase steady-state charge-offs by 25% / 50% / 75% and reduce steady-state MPR by 15% / 25% / 35%: VFN F1 V1 Class A: 'BB+sf'/ 'BB-sf'/ 'Bsf' VFN F1 V1 Class E: 'B+sf'/ 'Bsf'/ N.A. VFN F1 V1 Class F: 'Bsf'/ N.A./ N.A. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Rating sensitivity to reduced charge-off rate Reduce steady-state charge-offs by 25%: VFN F1 V1 Class A: 'A-sf' VFN F1 V1 Class E: 'BBBsf' VFN F1 V1 Class F: 'BB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY 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. Prior to the transaction's closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. OSTRICH INN: PKF Littlejohn Named as Administrators --------------------------------------------------- The Ostrich Inn Limited was placed into administration proceedings in the High Court of Justice, Business and Property Court in Leeds, Insolvency and Companies List (ChD) No 000420 of 2025, and James Sleight and Oliver Collinge of PKF Littlejohn Advisory Limited, were appointed as administrators on April 25, 2025. The Ostrich Inn operated licensed restaurants. Its registered office is at 24e Norwich Street, Dereham, NR19 1BX. Its principal trading address is at 1 Fakenham Road, South Creake, Fakenham, NR21 9PB. The administrators can be reached at: James Sleight Oliver Collinge PKF Littlejohn Advisoy Limited 3rd Floor, One Park Row Leeds, LS1 5HN For further details contact Jonathan Burke Tel No: 0113 244 5141 Email: Jburke@pkf-l.com PACKAGING SUPPLIES: Valentine & Co Named as Joint Administrators ---------------------------------------------------------------- Packaging Supplies Limited was placed into administration proceedings in the High Court of Justice Court Number: CR-2025-2750, and Mark Reynolds of Valentine & Co and Natasha Brodie of Forvis Mazars, were appointed as joint administrators on April 24, 2025. Packaging Supplies operated in the non-specialised wholesale trade industry. Its registered office is at c/o Valentine & Co, Galley House, Moon Lane, Barnet, EN5 5YL. Its principal trading address is at Unit 1 & 2 Beadle Trading Est., Hithercroft Road, Wallingford, OX10 9EZ. The joint administrators can be reached at: Mark Reynolds Valentine & Co Galley House Moon Lane, Barnet EN5 5YL -- and -- Natasha Brodie Forvis Mazars 30 Old Bailey, London EC4M 7AU For further details contact: The Joint Administrators Email: info@valentine-co.com Alternative contact: Alex Bassil THG PLC: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the UK-based wellness and beauty company THG PLC's Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also upgraded THG Operations Holdings Limited's EUR445 million Term Loan B's senior secured rating to 'BB' from 'BB-' and removed it from Rating Watch Positive. The Recovery Rating is 'RR2'. The IDR reflects its moderate business scale and the established market positions of its beauty products in online retail, with its own and third-party brands offerings. The rating also captures lower operating profitability than pure consumer product manufacturers. The upgrade of the senior secured rating reflects an improved recovery following a debt reduction in its amend-and-extend (A&E) transaction. The Stable Outlook reflects its expectations of continued EBITDA recovery in 2025. The completed demerger of Ingenuity, together with the debt reduction, makes for a big rating headroom build-up in 2025, sufficient to accommodate strategy execution risks aimed at profitability expansion and the potential of weakening consumer demand in THG's markets, especially the US. Key Rating Drivers Nutrition Business Recovery: Fitch projects mid-to-high, single-digit revenue expansion for nutrition in 2025 before it normalises towards low-to-mid single-digits annually in 2026-2027. Revenue stabilised from 2Q24, after the very negative effect of discounted sales of old stock in the wake of a global rebranding of the company's crucial Myprotein product. Fitch expects the recovery to be driven by average selling price normalisation after the destocking and a further increase through the expanding offline sales channel. Fitch assumes a limited impact on US operations from tariffs, as most goods sold there are produced locally. Management Focus on Profitability: Fitch expects margins to improve towards their historical levels of 5%-6% from 2025 (estimated at 3.6% in 2024). This improvement will be driven by a recovery in the margins of the larger in terms of EBITDA and more profitable nutrition business following average selling price normalisation and easing costs for whey. Fitch also expects the EBITDA margin in beauty retail to be supported by THG's strategic focus on more profitable products and markets, and further development of its own prestige brands. Fitch assumes profitability gains will be balanced by modest pressure from personnel and marketing expenses. Positive FCF From 2025: Fitch estimates THG's free cash flow (FCF) margin will stabilise at above 2% from 2025 (2024: -3.3%), driven by the EBITDA improvement, but also reduced interest costs following the A&E deal and materially reduced capex needs after the Ingenuity business demerger. Steady Expansion in Beauty: Fitch projects positive trading momentum in the beauty business to continue in 2025, supported by its expectations of a stable to moderate recovery in consumer sentiment in THG's main markets, and the company's increasing focus on more resilient and faster-expanding prestige skincare and specialist beauty products. Fitch also expects revenue increases to be supported by further investments in own brands. Fitch assumes THG beauty revenue growth would remain constrained by intense competition. Accelerated Deleveraging: Fitch calculates EBITDA leverage will drop to 3.9x in 2025, due mainly to the reduction in debt, to GBP371 million (EUR445 million equivalent), following the completed refinancing but also the expected recovery in EBITDA. This will ensure ample rating headroom to absorb additional external shocks or potential acquisitions. Fitch forecasts further deleveraging from 2026, remaining below 4x, although subject to the company's execution around profit stabilisation in its core nutrition business. Moderating Execution Risks: Fitch expects the company's execution risks to moderate, based on the improvement in operating performance in 2024 from low profitability in 2023 and streamlined operations toward the two core businesses. Fitch still assumes there are risks to its 2025-2027 forecasts, but now expect THG to be better positioned to manage its balance sheet without material additional debt as the liquidity profile remains strong. Established Market Positions: THG's established position in the beauty (Lookfantastic.com) and wellbeing (Myprotein) consumer markets demonstrates a niche but robust business model, underpinned by moderate geographic diversification and increasing penetration of markets beyond the UK and Europe. Peer Analysis THG's IDR is several notches above that of Oriflame Investment Holding Plc (C), reflecting that beauty seller's impending distressed debt exchange. The former's business model is stronger due to a greater diversification of revenue, a strong online D2C channel presence and less exposure to FX risks related to emerging markets, according to Fitch. Natura &Co Holding S.A. and Avon Products, Inc.'s (Natura, part of the same group; 'BB+'/Stable) rating differential with THG reflects the very much larger scale of Natura's operations, synergies from Avon's acquisition and the revitalisation of its product portfolio and digitalisation plan. Natura also has low leverage, due to an equity issue and higher operating profitability. The Very Group Limited (B-/Negative), a pure online retailer in the UK, is rated two notches below THG because of the non-food retailer's weaker business profile, which includes geographical concentration in one country, a heavily leveraged balance sheet, high refinancing risk and tight liquidity. THG's IDR is two notches higher than Ocado Group PLC's (B-/Stable), reflecting the former's stronger financial metrics and higher execution risk faced by the latter on the slow ramp-up and rollout of new customer fulfilment centres to drive earnings and profitability. In addition, Ocado's business model is in an expansion phase, requiring considerably higher capex and leading to consistently negative FCF, although with reducing outflows. This is offset by the company's importance as an international technology and business services provider with a big proportion of long-term contracted earnings. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue to decline 9.6% in 2025, driven by Ingenuity demerger, followed by annual growth of around 3% over 2026-2027. - Fitch-adjusted EBITDA margin improving towards 5.6% in 2025 and 6.1% in 2026, from 3.6% for 2024. - Flat working-capital requirement as percentage of revenue over the rating horizon. - Capex declining to GBP25 million annually from 2025, from GBP101 million in 2024, driven by the demerger of Ingenuity. - No M&A after 2024. - No dividend payments over the rating horizon. Recovery Analysis KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that THG would be restructured as a going concern rather than liquidated in a default. THG's post-restructuring going concern EBITDA reflects its view of a sustainable EBITDA of about GBP80 million, which Fitch considers would be in line with the underlying earnings based on its products and brands. The stress on EBITDA would most likely be due to operational issues, leading to a slower revenue growth and weaker margins. Fitch applies a distressed enterprise value/EBITDA multiple of 5.5x to calculate a going concern enterprise value, reflecting THG's expanding position in beauty and wellbeing D2C channels with attractive proprietary brands. Based on the payment waterfall, the multi-currency revolving credit facility of GBP150 million equivalent ranks pari passu with the senior secured EUR445 million Term Loan B and the outstanding Term Loan A of GBP35 million. After deducting 10% for administrative claims, its waterfall analysis shows a ranked recovery for the senior secured loans in the 'RR2' band, up from 'RR3', which corresponds to a 'BB' instrument rating — two notches above the IDR. This outcome is driven by big debt reduction in its A&E Term Loan B and the near full repayment of its Term Loan A. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - More aggressive financial policy or operating underperformance leading to a lack of deleveraging, with EBITDA leverage staying above 5.5x. - Operating EBITDA interest coverage below 3x for two consecutive years. - Increased competition, weak pricing power and delay to or failure in delivering expected savings leading to weak profitability. - FCF margin consistently negative, eroding liquidity position. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive rating action is conditional on dynamic sales progression reflecting increased scale and solid pricing power, along with a stable cost base driving EBITDA margin improvement. - Adherence to a consistent financial policy with EBITDA leverage remaining below 4x (or net debt to EBITDA below 3.5x). - EBITDA interest coverage above 4x. - Maintenance of solid liquidity and FCF margin trending towards 3%. Liquidity and Debt Structure Fitch expects THG to maintain a cash balance of above GBP160 million between 2024 and 2027, with its liquidity further supported by positive FCF generation. Combined with a fully undrawn and extended GBP150 million revolving credit facility, this ensures comfortable liquidity, especially given the lack of big debt repayments after the planned refinancing. THG has amended and extended its Term Loan B, reducing it to EUR445 million from EUR600 million, with the maturity extended to 2029. Additionally, it has partially repaid GBP74 million of the Term Loan A and a portion of the Term Loan B with cash and a GBP90 million equity injection. The outstanding amount under the Term Loan A is expected to be repaid at the October 2025 maturity. These actions will strengthen the company's maturity profile and enhance cash flow generation. THG also uses FX and interest rate swaps to mitigate exposure to Euribor. In its liquidity calculations, Fitch treats GBP40 million of cash as restricted, reflecting limited intra-year, working capital swings and the rapidly increasing business scale. Issuer Profile THG is a D2C online seller of wellness and beauty products, purveying a mix of third-party and own brands through its various websites. The company's integrated supply chain includes the manufacturing of its own brands, as well as leveraging its logistics. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- THG Operations Holdings Limited senior secured LT BB Upgrade RR2 BB- THG PLC LT IDR B+ Affirmed B+ VALIANT FX: Teneo Financial Named as Joint Administrators --------------------------------------------------------- Valiant Fx Holdco Limited was placed into administration proceedings in the High Court of Justice Chancery Division Court Number: CR-2025-002941, and Benjamin Dymant and David Philip Soden of Teneo Financial Advisory Limited, were appointed as joint administrators on April 29, 2025. Its registered office is at c/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore Circus, Queensway, Birmingham, B4 6AT. Its principal trading address is at Thameside House, Hurst Road, East Molesey, Surrey, KT8 9AY. The joint administrators can be reached at: Benjamin Dymant David Philip Soden Teneo Financial Advisory Limited The Colmore Building 20 Colmore Circus Queensway Birmingham, B4 6AT Further details contact: The Joint Administrators Tel No: +44 121 619 0120 Email: emma.dove@teneo.com Alternative contact: Emma Dove ********* 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 2025. 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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