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

                          E U R O P E

          Monday, June 30, 2025, Vol. 26, No. 129

                           Headlines



F R A N C E

HOMEVI SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive


G E R M A N Y

ABC SME 10: DBRS Gives BB(low) Rating on Class D Notes


I R E L A N D

FASTNET SECURITIES 16: DBRS Confirms BB Rating on Class E Notes
FINANCE IRELAND 7: DBRS Confirms BB(high) Rating on Class E Notes


I T A L Y

BFF BANK: DBRS Confirms BB(high) LongTerm Issuer Rating
BRIGNOLE CO 2024: Fitch Hikes Rating on Class X1 Notes to 'BB+sf'
KEPLER SPA: Fitch Assigns B(EXP) Rating on New EUR500MM Notes
KEPLER SPA: Moody's Rates EUR500MM Sec. Floating Rate Notes 'B3'
WEBUILD SPA: Fitch Assigns BB+ Rating on New EUR600MM Unsec. Notes



L U X E M B O U R G

MAXAM PRILL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable


N E T H E R L A N D S

VITA BIDCO: Moody's Affirms 'B2' CFR & Alters Outlook to Stable


R U S S I A

NAVOIYURAN: Fitch Gives 'BB-(EXP)' Rating on Unsecured Notes


T U R K E Y

ULKER BISKUVI: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

ARQIVA BROADCAST: Moody's Rates GBP500MM Secured Notes 'B1'
BLETCHLEY PARK 2025-1: DBRS Finalizes CCC Rating on Class X2 Notes
HOPS HILL NO. 5: Fitch Assigns 'BB+(EXP)sf' Rating on Class E Notes
MOBICO GROUP: Moody's Cuts CFR to 'B2', Outlook Negative
MODULAIRE GROUP: Fitch Rates New EUR1.9-Bil. Secured Debt 'B+(EXP)'

PEGASUS ELECTRICAL: Marshall Peters Named as Administrators
RIDERS CONSORTIUM: AMS Business Named as Administrators
SKIDDAW LOGISTICS: Moorfields Named as Administrators
TAURUS 2025-3: DBRS Gives Prov. BB Rating on Class E Notes

                           - - - - -


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F R A N C E
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HOMEVI SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
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Moody's Ratings has affirmed the B3 corporate family rating and
B3-PD probability of default rating of HomeVi S.a.S. (DomusVi or
the company). At the same time, Moody's have affirmed the B3
instrument ratings of its senior secured bank credit facilities,
including a term loan B and revolving credit facilities. The
outlook has been changed to positive from stable.

RATINGS RATIONALE

The affirmation of the ratings and change in outlook to positive
reflect Moody's expectations that DomusVi will sustain solid
operating performance, leading to further improvement in key credit
metrics over the next 12-18 months. Over this time period, Moody's
forecasts that the company's Moody's-adjusted gross debt/EBITDA
(leverage) will decline towards 6.5x, while its Moody's-adjusted
EBITA to interest expense will improve to around 1.5x.
Additionally, Moody's-adjusted free cash flow (FCF) is expected to
improve towards break-even levels.

Moody's forecasts DomusVi's top-line to grow in the low single
digits in percentage terms over the next 12-18 months, primarily
driven by price increases, with additional support from modest
occupancy rates recovery and incremental bed capacity through
greenfield investments. Moody's do not expect the company to pursue
material external growth opportunities during this period, as the
company remains focused on further deleveraging.

The B3 rating affirmation considers the company's strong position
in the French and Spanish elderly care markets; its improved
geographic diversification following the entry in Germany in 2021
where it provides senior residences and home care services; high
and growing demand for dependent care, driven by an ageing
population; and high barriers to entry and regulatory limits on new
care facilities.

However, the rating also takes into account DomusVi's highly
leveraged capital structure, with a Moody's-adjusted gross leverage
of 7.6x as of March 2025, which is likely to improve towards 6.5x
over the next 12-18 months, underpinned by recovery in
profitability margins. Furthermore, while Moody's-adjusted FCF
generation remains weak, the winding down of main relocation
programs in France—resulting in reduced capital expenditure—is
expected to support FCF improvements.

Moody's views positively the proactive management of DomusVi's debt
maturities in the past year. The amend and extend (A&E) transaction
of June 2024 and the refinancing of the EUR116 million term loan B
(TLB) stub due in 2026 with a EUR125 million fungible add-on
issuance in March 2025 addressed the company's 2026 maturities and
alleviated liquidity pressures.

RATING OUTLOOK

The positive outlook reflects Moody's expectations that DomusVi's
margins and earnings will continue to recover over the next 12-18
months, which will support further improvements in the company's
credit metrics and FCF generation.

The outlook could be stabilised if the company fails to demonstrate
gradual improvements in credit metrics implied by the positive
outlook such that it becomes clear that the conditions for further
upward pressure on the rating will not be met.

LIQUIDITY

DomusVi's liquidity is adequate, backed by cash balances of EUR90
million as of March 31, 2025 and access to its EUR190 million
senior secured revolving credit facilities (RCF), of which EUR50
million is drawn as of the same date. The completion of asset
disposals in 2024 totaling EUR100 million (net of taxes, fees and
any debt related to the divested assets), and the EUR100 million
capital increase and cash contribution of DomusVi shareholders,
have alleviated liquidity pressures. The sale-and-leaseback
transactions enabled the company to reimburse EUR53 million of
drawn RCF and pay down some of its amortising bilateral loans.
Moody's project Moody's-adjusted FCF to break-even over the next
12-18 months, and have assumed maintenance capital expenditure of
about 2.5% of revenue and reduced working capital needs.

The company plans to dispose a non-core asset by July 2025. Moody's
expects the proceeds from this transaction to be directed towards
repaying certain bilateral loans and the remaining drawn portion of
the senior secured RCF, further enhancing the company's liquidity
position if successfully executed.

The senior secured RCF is subject to a springing maintenance
covenant, tested quarterly if the senior secured RCF is drawn by
40% or more, which limits senior secured net leverage to 9.75x. The
ratio was 5.9x as of March 2025 as defined under the debt
indenture. The company also owns real estate assets worth up to
EUR800 million as of December 2024, of which around half of
freehold properties, which could be sold and leased back to support
liquidity if needed.

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

The ratings could be upgraded if a recovery in margins and earnings
leads to Moody's-adjusted debt/EBITDA comfortably below 7.0x on a
sustained basis (based on the company's rent multiple of around
7x); Moody's-adjusted EBITA/interest rises towards 2.0x; and the
company maintain a solid liquidity profile including positive
Moody's-adjusted free cash flow.

The ratings could be downgraded if the company's operating
performance weakens, illustrated, for instance, by a reduction in
its profitability. Quantitatively, this could be evidenced by
Moody's-adjusted debt/EBITDA increasing above 8.0x on a sustained
basis; Moody's-adjusted EBITA/interest falling towards 1.0x; or
sustained negative Moody's-adjusted free cash flow. A significant
weakening in the company's liquidity would also trigger a
downgrade.

STRUCTURAL CONSIDERATIONS

The B3 rating of the EUR1,979 million senior secured TLB and the
EUR190 million senior secured RCF, is in line with the CFR and
reflects their pari passu ranking in the capital structure and the
upstream guarantees from material subsidiaries of the group. The
B3-PD probability of default rating incorporates Moody's
assumptions of a 50% recovery rate, typical for bank debt
structures with a loose set of financial covenants. Guarantor
coverage is at least 80% of EBITDA (determined in accordance with
the agreement) generated by each subsidiary representing more than
5% of consolidated EBITDA. Security is granted over shares of the
company and receivables.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

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

DomusVi is the second-largest elderly housing, services and care
operator in France and the largest elderly housing, services and
care operator and mental care facility in Spain. It also has a
presence in other jurisdictions, including Germany, Portugal,
Ireland, the Netherlands and Latin America. The company generated
revenue of EUR2.6 billion and company-adjusted EBITDA of EUR287
million for the 12 months ended in March 2025. It is majority owned
by funds advised by Intermediate Capital Group PLC, alongside
Sagesse Retraite Santé (SRS, the investment vehicle of founder
Yves Journel).




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G E R M A N Y
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ABC SME 10: DBRS Gives BB(low) Rating on Class D Notes
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DBRS Ratings GmbH assigned credit ratings to the following classes
of notes (the Rated Notes) issued by abc SME Lease Germany S.A.,
acting in respect of its Compartment 10 (the Issuer):

-- Class A1 Notes at AAA (sf)
-- Class A2 Notes at AAA (sf)
-- Class B Notes at A (low) (sf)
-- Class C Notes at BB (high) (sf)
-- Class D Notes at BB (low) (sf)

The credit ratings on the Class A1 and Class A2 Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. The credit ratings on
the Class B, Class C, and Class D Notes address the ultimate
payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. Morningstar DBRS did
not assign a credit rating to the Class E Notes (together with the
Rated Notes, the Notes) also issued in this transaction.

The transaction is a securitization of a portfolio of commercial
leases and consists of the issuance of notes backed by receivables
arising from fixed-rate leasing contracts granted by abcfinance
GmbH, Hako Finance GmbH, and Schneidereit Finance GmbH (together,
the Originators) to small businesses and professional clients
residing in Germany.

As of the initial valuation date of 31 May 2025, the initial
portfolio consisted of 17,332 lease contracts extended to 12,791
borrowers, with an aggregate discounted principal balance of EUR
449.9 million. The portfolio consisted of 46.0% vehicles lease
receivables; 28.6% facilities lease receivables; 19.7% machines
lease receivables; and 5.7% solariums, leisure facilities, and
fitness lease receivables. The portfolio is static and the residual
value is not transferred to the Issuer.

The initial portfolio exhibits good industry diversification, with
the top three sector exposures per Morningstar DBRS' industry
classifications being Business Services, Homebuilding &
Construction, and Healthcare Providers & Services and representing
23.6%, 7.3%, and 6.6% of the portfolio, respectively. The portfolio
also shows a low borrower-group concentration as the largest, top
five, and top 10 lessee exposures account for 0.6%, 2.0%, and 3.2%
of the portfolio, respectively.

The Originators service the lease portfolio while abcbank GmbH
(abcbank) acts as the seller and master servicer for this
transaction. akf bank GmbH & Co KG has been appointed as backup
servicer.

CREDIT RATING RATIONALE

The credit ratings are based on the following analytical
considerations:

-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;

-- The credit quality and the diversification of the collateral
portfolio, its historical performance, and the projected
performance under various stress scenarios;

-- abcbank's, the Originators', and the sub-servicers'
capabilities with respect to originations, underwriting, servicing,
and financial strength;

-- The operational risk review of abcbank, which is deemed to be
an acceptable master servicer;

-- The transaction parties' financial strength with regard to
their respective roles;

-- Morningstar DBRS' sovereign credit rating on the Federal
Republic of Germany, currently at AAA with a Stable trend; and

-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.

TRANSACTION STRUCTURE

Morningstar DBRS maintains a public long-term issuer credit rating
at AAA on the European Investment Fund (EIF or the Class A1
Guarantor). The EIF issued an unconditional and irrevocable
guarantee on first demand on the due and punctual timely payment of
interest amounts and ultimate principal amounts due under the Class
A1 Notes to the security trustee and for the benefit of the Class
A1 Noteholders. However, the performance of the securitized
portfolio and the structural features of the transaction are, in
themselves, sufficient to support the assigned credit rating on the
Class A1 Notes, irrespective of the contribution of the guarantee.

The Rated Notes benefit from credit enhancement provided by the
overcollateralization of the portfolio and excluding the liquidity
reserve. The amortizing liquidity reserve will be available to
cover expenses, senior fees, the Class A1 guarantee fee, and
interest on the Class A1 and Class A2 Notes. The liquidity reserve
will be maintained at 1.1% of the performing portfolio, subject to
a floor of EUR 2.25 million.

The transaction allocates collections through separate interest and
principal priority of payments. The Rated Notes will be redeemed
pro rata in the principal waterfalls based on the relative tranche
thickness at closing (i.e., 45.0%, 36.9%, 8.1%, 4.5%, and 5.6% for
the Class A1, Class A2, Class B, Class C, and Class D Notes,
respectively) until a sequential redemption event occurs, after
which the nonreversible, fully sequential redemption of the Rated
Notes will start.

The Rated Notes pay interest indexed to one-month Euribor plus a
margin and the interest rate risk arising from the mismatch between
the floating-rate notes and the fixed-rate collateral is reduced
through an interest rate swap with an eligible counterparty.

TRANSACTION COUNTERPARTIES

The Bank of New York Mellon - Frankfurt Branch (BNY Frankfurt) is
the account bank for the transaction. Morningstar DBRS has a
private credit rating on the entity and considers BNY Frankfurt to
meet the relevant criteria to act in its capacity. The transaction
documents contain downgrade provisions relating to the account bank
consistent with Morningstar DBRS' criteria.

ING Bank N.V. (ING Bank) is the swap counterparty for the
transaction. Morningstar DBRS' public credit rating on ING Bank
meets the criteria to act in such capacity. The transaction
documents contain downgrade provisions consistent with Morningstar
DBRS' criteria.

PORTFOLIO ASSUMPTIONS

The credit ratings are also based on the following analytical
considerations:

-- Morningstar DBRS used historical dynamic arrears data to
determine a conservative annualized probability of default (PD).
Morningstar DBRS assumed an annualized PD of 1.8% for vehicles
leases; 2.4% for facilities leases; 2.0% for machines leases; and
2.3% for solariums, leisure facilities, and fitness leases. The
weighted-average annualized PD of the portfolio is 2.1%.

-- The assumed weighted-average life (WAL) of the portfolio is 2.1
years.

-- Morningstar DBRS used the PDs and WAL in its SME Diversity
Model to generate the hurdle rates for the relevant credit
ratings.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
interest amounts and the principal amount.

Notes: All figures are in euros unless otherwise noted.




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I R E L A N D
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FASTNET SECURITIES 16: DBRS Confirms BB Rating on Class E Notes
---------------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
notes issued by Fastnet Securities 16 DAC (Fastnet 16), Fastnet
Securities 17 DAC (Fastnet 17), Fastnet Securities 18 DAC (Fastnet
18) and Fastnet Securities 19 DAC (Fastnet 19):

Fastnet 16:

-- Class A2 Notes confirmed at AAA (sf)
-- Class A3 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes confirmed at A (high) (sf)
-- Class D Notes confirmed at BBB (high) (sf)
-- Class E Notes confirmed at BB (sf)

The credit ratings on the Class A2 and Class A3 Notes address the
timely payment of interest and the ultimate payment of principal on
or before the final maturity date in December 2058. The credit
ratings on the Class B and Class C Notes addresses the timely
payment of interest when most senior and the ultimate payment of
principal on or before the final maturity date. The credit ratings
on the Class D and Class E Notes address the ultimate payment of
interest and principal on or before the final maturity date.

Fastnet 17:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class A3 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (high) (sf)
-- Class C Notes confirmed at A (high) (sf)
-- Class D Notes confirmed at A (high) (sf)
-- Class E Notes confirmed at BBB (high) (sf)

The credit ratings on the Class A1, Class A2, and Class A3 Notes
address the timely payment of interest and the ultimate payment of
principal on or before the final maturity date in December 2058.
The credit ratings on the Class B and Class C Notes address the
timely payment of interest when most senior and the ultimate
payment of principal on or before the final maturity date. The
credit ratings on the Class D and Class E Notes address the
ultimate payment of interest and principal on or before the final
maturity date.

Fastnet 18:

-- Class A2 Notes confirmed at AAA (sf)
-- Class A3 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (high) (sf)
-- Class D Notes confirmed at BBB (high) (sf)
-- Class E Notes downgraded to BB (low) (sf) from BB (sf)

The credit ratings on the Class A2 and Class A3 Notes address the
timely payment of interest and the ultimate payment of principal on
or before the legal final maturity date in January 2061. The credit
rating on the Class B Notes addresses the timely payment of
interest when most senior and the ultimate payment of principal on
or before the legal final maturity date. The credit ratings on the
Class C, Class D, and Class E Notes address the ultimate payment of
interest and principal on or before the legal final maturity date.

Fastnet 19:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)

The credit ratings on the Class A1 and Class A2 Notes address the
timely payment of interest and the ultimate payment of principal on
or before the final maturity date in January 2062.

CREDIT RATING RATIONALE
The credit rating actions follow an annual review of the
transactions and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the May 2025 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and

-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.

The transactions are static securitizations of Irish first-lien
residential mortgages originated and serviced by Permanent TSB plc
(PTSB). Fastnet 16 and Fastnet 17 closed in July 2021 with an
initial portfolio balance of EUR 3.9 billion and EUR 1.0 billion,
respectively. Fastnet 16 included only owner-occupied mortgages
while Fastnet 17 consisted of both owner-occupied and buy-to-let
mortgages. Fastnet 18 and Fastnet 19 closed in June 2022 and June
2024 with an initial portfolio balance of EUR 3.0 billion and EUR
1.5 billion, respectively, of owner-occupied mortgage loans.

PORTFOLIO PERFORMANCE

Fastnet 16:

As of the May 2025 payment date, loans that were 30 to 60 days and
60 to 90 days delinquent represented 0.2% and 0.1%, respectively,
of the outstanding principal balance, while loans more than 90 days
delinquent were 0.3%. There have not been any repossessions or
realized losses to date.

Fastnet 17:

As of the May 2025 payment date, loans that were 30 to 60 days and
60 to 90 days delinquent represented 1.4% and 0.5%, respectively,
of the outstanding principal balance, while loans more than 90 days
delinquent were 1.6%. There have not been any repossessions or
realized losses to date.

Fastnet 18:

As of the May 2025 payment date, loans that were 30 to 60 days and
60 to 90 days delinquent represented 0.1% and 0.1%, respectively,
of the outstanding principal balance, while loans more than 90 days
delinquent were 0.3%. There have not been any repossessions or
realized losses to date.

Fastnet 19:

As of the May 2025 payment date, loans that were 30 to 60 days and
60 to 90 days delinquent represented 0.01% and 0.01%, respectively,
of the outstanding principal balance, and there were no loans more
than 90 days in arrears. There have not been any repossessions or
realized losses to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables in each transaction and updated its base case
PD and LGD assumptions as follows:

-- Fastnet 16: 1.6% and 10.1%, respectively
-- Fastnet 17: 5.7% and 10.6%, respectively
-- Fastnet 18: 1.5% and 10.0%, respectively
-- Fastnet 19: 1.2% and 10.3%, respectively

CREDIT ENHANCEMENT

The subordination of the respective junior obligations and the
general reserve funds provide credit enhancement to the rated notes
in the respective transactions. As of the May 2025 payment date,
credit enhancement levels increased as follows:

Fastnet 16:

-- Class A2 and Class A3 Notes to 30.5% from 25.9% at the time of
the previous annual review 12 months ago
-- Class B Notes to 22.9% from 19.5%
-- Class C Notes to 11.0% from 9.3%
-- Class D Notes to 6.5% from 5.5%
-- Class E Notes to 4.1% from 3.4%

Fastnet 17:

-- Class A1, Class A2 and Class A3 Notes to 54.1% from 46.8% at
the time of the previous annual review 12 months ago
-- Class B Notes to 41.5% from 36.1%
-- Class C Notes to 24.8% from 22.0%
-- Class D Notes to 19.2% from 17.2%
-- Class E Notes to 15.0% from 13.7%

Fastnet 18:

-- Class A2 and Class A3 Notes to 22.8% from 17.1% at the time of
the previous annual review 12 months ago
-- Class B Notes to 17.4% from 13.0%
-- Class C Notes to 8.3% from 6.1%
-- Class D Notes to 4.6% from 3.3%
-- Class E Notes to 2.8% from 1.9%

Fastnet 19:

-- Class A1 and Class A2 Notes to 10.8% from 10.1% at closing

The transactions benefit from a general reserve fund providing
credit support and a liquidity reserve fund providing liquidity
support, both funded at closing through a subordinated loan.
Together, the general and liquidity reserve funds equal 1.0% of the
initial total notes' balance in each transaction. As of the May
2025 payment date, all were at their target levels: the general
reserve fund for Fastnet 16 was at EUR 27.6 million and the
liquidity reserve was at EUR 11.8 million; the general reserve fund
for Fastnet 17 was at EUR 8.5 million and the liquidity reserve
fund was at EUR 1.8 million; the general reserve fund for Fastnet
18 was at EUR 16.5 million and the liquidity reserve fund was at
EUR 13.4 million; the general reserve fund for Fastnet 19 was at
EUR 2.2 million and the liquidity reserve fund was at EUR 12.4
million.

For Fastnet 18, the downgrade of the Class E Notes follows their
high sensitivity to potential compression of the net excess spread
between the assets and the liabilities. At closing, the switch to
floating of the temporary fixed-rate Class A1, Class A2 and Class
A3 Notes was matching the dynamic switch to floating of the
fixed-rate portion of the pool. Due to borrowers' refixing on
maturity of their current fixed period, this partial hedging
structure is no longer in place, exposing the transaction to
substantial interest rate risk.

BNP Paribas SA, Dublin Branch (BNP Dublin) acts as the account bank
for Fastnet 16, Fastnet 17 and Fastnet 18 while the Bank of New
York Mellon SA/NV, Dublin Branch (BNYM Dublin) acts as the account
bank for Fastnet 19. Based on Morningstar DBRS' private credit
ratings on BNP Dublin and BNYM Dublin, the downgrade provisions
outlined in the transactions documents, and other mitigating
factors inherent in the transactions structures, Morningstar DBRS
considers the risk arising from the exposure to the account banks
to be consistent with the credit ratings assigned to the notes in
the transaction, as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in Euros unless otherwise noted.


FINANCE IRELAND 7: DBRS Confirms BB(high) Rating on Class E Notes
-----------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the following
classes of notes issued by Finance Ireland RMBS No. 7 DAC (the
Issuer):

-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (high) (sf)
-- Class D at BBB (high) (sf)
-- Class E at BB (high) (sf)
-- Class X at BBB (sf)

The credit rating on the Class A notes addresses the timely payment
of interest and the ultimate repayment of principal. The credit
ratings on the Class B, Class C, Class D, and Class E notes address
the timely payment once they become the most senior class of notes
outstanding, and the ultimate repayment of principal on or before
the legal final maturity date. The credit rating on the Class X
notes addresses the ultimate payment of interest and principal on
or before the legal final maturity date.

CREDIT RATING RATIONALE

The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the March 2025 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

Finance Ireland RMBS no. 7 DAC is a static securitization of Irish
first-lien residential mortgages originated primarily by Finance
Ireland Credit Solutions DAC (Finance Ireland) as well as Pepper
Finance Corporation (Ireland) DAC, which also acts as the servicer
of the mortgage portfolio. The transaction closed in June 2024 with
an initial portfolio balance of EUR 264.1 million. The mortgages
were mostly granted during 2020 and 2021; however, the origination
vintages range from 2016 to 2024.

PORTFOLIO PERFORMANCE

As of the March 2025 payment date, loans one to two months and two
to three months in arrears represented 0.3% and 0.5% of the
outstanding portfolio balance, respectively, while loans more than
three months in arrears amounted to 0.7%. There have not been any
repossessions or cumulative losses reported to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS updated its base case PD and LGD to 2.1% and
10.6%, respectively, from 1.5% and 10.1%, respectively, based on a
loan-by-loan analysis of the remaining pool of receivables.

CREDIT ENHANCEMENT

Credit enhancement for the Class A notes is calculated at 9.9% and
is provided by the subordination of the Class B to Class E notes,
and the reserve funds. Credit enhancement for the Class B notes is
calculated at 6.5% and is provided by the subordination of the
Class C to Class E notes, and the reserve funds. Credit enhancement
for the Class C notes is calculated at 4.3% and is provided by the
subordination of the Class D and Class E notes, and the reserve
funds. Credit enhancement for the Class D notes is calculated at
2.2% and is provided by the subordination of the Class E notes, and
the reserve funds. Credit enhancement for the Class E notes is
calculated at 0.9% and is provided by the reserve funds. The Class
X notes do not benefit from credit enhancement as they are excess
spread notes and shall be repaid via the revenue priority of
payments.

Original credit enhancement available to the Class A, Class B,
Class C, Class D and Class E notes was 8.0%, 5.3%, 3.5%, 1.8% and
0.8%, respectively.

The transaction benefit from a general reserve fund (GRF), which
the Issuer can use to cover any shortfalls in interest payments for
the rated notes (as long as no debit balance remains on principal
deficiency ledgers). As of March 2025 payment date, the GRF was at
its target level of EUR 0.1 million, equal to 0.75% of the
outstanding balance of Classes B to E notes.

Liquidity for the Class A notes is further supported by a liquidity
reserve fund (LRF), which was also at its target of EUR 1.5
million, 0.75% of Class A notes' outstanding balance, subject to a
floor of EUR 1 million.

U.S. Bank Europe DAC (U.S. Bank Europe) acts as the account bank
for the transactions. Based on Morningstar DBRS' private credit
rating on U.S. Bank Europe, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the respective notes, as described
in Morningstar DBRS' "Legal and derivative Criteria for European
Structured Finance Transactions" methodology.

BofA Securities Europe SA (BofA Europe) acts as the swap provider.
Morningstar DBRS' private credit rating on BofA Europe is
consistent with the first rating threshold as described in
Morningstar DBRS' "Derivative Criteria for European Structured
Finance Transactions" methodology.

Notes: All figures are in Euros unless otherwise noted.




=========
I T A L Y
=========

BFF BANK: DBRS Confirms BB(high) LongTerm Issuer Rating
-------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on BFF Bank S.p.A.
(BFF or the Bank), including the Long-Term Issuer Rating at BB
(high) and the Short-Term Issuer Rating at R-3. In addition,
Morningstar DBRS confirmed the credit ratings on the Bank's
Long-Term Deposits at BBB (low), one notch above the Bank's
Intrinsic Assessment (IA), reflecting the legal framework in place
in Italy, which has full depositor preference in bank insolvency
and resolution proceedings. The trend on all credit ratings is
Stable. Morningstar DBRS also confirmed the Bank's IA at BB (high)
and Support Assessment at SA3, meaning that timely systemic support
is not expected. A full list of credit rating actions is included
at the end of this press release.

KEY CREDIT RATING CONSIDERATIONS

The confirmation of BFF's credit ratings reflects the Bank's small
size as well as its leading position in the niche sector of
management and nonrecourse factoring of trade receivables due from
the public administration (PA) and the national healthcare system
(NHS), as well as its degree of diversification by geography and
business activity. BFF's earnings power remains adequate, mainly
supported by steadily low credit costs, and despite lower interest
rates and somewhat weaker operating efficiency.

The credit ratings also incorporate the mostly wholesale, albeit
operational, nature of BFF's funding structure and the high, albeit
reduced, concentration risk arising from the Bank's sizeable
exposure to Italian sovereign bonds. These factors are, however,
counterbalanced by a sound liquidity position.

In May 2024, BFF received some findings from the Bank of Italy
(BOI) regarding its credit classification as well as its governance
and corporate compensation practices. The Stable trend considers
that, notwithstanding the uncertainty heightened by the BOI's
findings, which remain subject to a final decision, BFF's franchise
and its funding and liquidity position have not experienced any
material stress to date. BFF's capitalization and asset quality
metrics have been negatively affected by the prudential
reclassification of some public sector credit exposures as past due
resulting from the findings; however, in Morningstar DBRS' view,
the Bank's capitalization and asset quality profiles remain
commensurate with its business model, which mainly reflects the
concentration of its operations in the typically low-risk public
sector. Morningstar DBRS considers the progress BFF has achieved in
reducing its past due exposures since the credit reclassification
in June 2024 through the optimization of its collection process and
expects this commitment to remain in place. In addition,
Morningstar DBRS expects BFF's profitability to remain resilient
under the assumption that credit losses on public sector exposures
remain low. In Morningstar DBRS' view, the temporary ban imposed by
the BOI, mostly concerning dividend distributions, payment of
variable remuneration, and business expansion abroad by opening new
branches or expanding into new countries under freedom of services
rules, continues to ensure capital protection until a final
decision is taken.

The Bank's IA is positioned at the midpoint of the Intrinsic
Assessment Range to reflect that BFF's credit fundamentals and
performance are commensurate with those of its similarly rated
peers.

CREDIT RATING DRIVERS

An upgrade of BFF's credit ratings would require the resolution of
the regulatory findings, including progress in the Bank's corporate
governance structure, and the Bank to reduce its past due
exposures. An upgrade would also require BFF's further commitment
to reducing its concentration risk related to the Italian sovereign
bond portfolio and/or its reliance on wholesale, albeit
operational, funding sources while maintaining sound profitability
and capital buffers.

A credit rating downgrade would likely be driven by a material
deterioration in the Bank's capitalization and/or an effective
increase in credit risk. Any sign of significant worsening in the
Bank's franchise and/or funding and liquidity profile, possibly
triggered by the uncertainty associated with the ongoing
regulator's probe, would also contribute to a downgrade.

CREDIT RATING RATIONALE

Franchise Combined Building Block Assessment: Weak
With approximately EUR 12 billion in total assets at the end of
March 2025, BFF is a small Italian bank specialized in the
management and nonrecourse factoring of trade receivables due from
the PA and NHS. While holding a market share of less than 2% in the
overall Italian factoring industry, BFF is a leader in niche
factoring with PA and NHS. The Bank has grown its factoring and
lending business across Europe over the years organically and
inorganically via acquisitions of Magellan S.A. in Poland, and IOS
Finance, E.F.C., S.A. in Spain. As a result, BFF currently operates
in nine European countries, and Italy remains the main market. In
addition, in 2021, BFF entered the securities services and banking
and corporate payment businesses in Italy through the acquisition
of DEPObank - Banca Depositaria Italiana S.p.A. (DEPObank). Since
2017, BFF has been listed on the Italian stock exchange, and at the
end of March 2025, 94% of its shares were floating on the market.
Morningstar DBRS notes that BFF made some changes to its corporate
governance to comply with BOI's findings.

Earnings Combined Building Block Assessment: Good

While including some positive one-off items in recent years, BFF's
core earnings power remains good, mainly driven by low credit costs
and despite lower interest rates and somewhat weaker operating
efficiency. Morningstar DBRS expects BFF's profitability to remain
resilient albeit more moderate relative to the higher capital
required following the credit reclassification. The higher upfront
recognition of the Bank's main revenues, coupled with the typically
faster repricing of its funding structure than its assets, as well
as growing volumes in the factoring business, good operating
efficiency, and low credit costs, will help BFF maintain adequate
profitability levels.

The Bank's net income was down 10% year over year (YOY) in Q1 2025,
implying an annualized return on equity of 15%, down from 20% in Q1
2024, mainly driven by the capital accumulated because of the
dividend distribution ban. Total revenues were down 5% YOY in Q1
2025 affected by lower revenues from the factoring and lending
business, and a lower contribution from the government bond
portfolio. Revenues mainly consist of net interest income (NII)
from the purchase of discounted invoices and late payment interests
(LPIs) on overdue invoices, as well as other revenue from recovery
cost rights. Based on the way BFF accounts for LPIs and recovery
cost rights, at the end of March 2025, the Bank had EUR 548 million
in off-balance profit reserves not recognized in its profits and
losses, down 13% YOY because of the increase in the accrual rate of
LPIs and recovery cost rights. NII decreased by 8% YOY in Q1 2025,
whereas net fees, mostly attributable to the securities services
and payment businesses, were up 2% YOY and represented 21% of total
revenues in Q1 2025. BFF's cost-to-income ratio increased to 48% in
Q1 2025 from 47% in Q1 2024, while the Bank's annualized cost of
risk remained at a low 4 basis points (bps) in Q1 2025.

Risk Combined Building Block Assessment: Weak/Very Weak

Morningstar DBRS considers BFF's risk profile as adequate given its
business focus on PA and despite the prudential reclassification of
some credit exposures as past due. While the PA consistently pays
its invoices late, credit losses are significantly lower than those
for the private sector. BFF's customer loan book reached around EUR
5.8 billion at the end of March 2025, up 5% YOY, and was mainly
concentrated in Italy. BFF's gross nonperforming exposure (NPE)
ratio significantly increased to 33.9% at the end of March 2025 (or
33.6% net of provisions) from 6.8% at YE2023 because of the credit
reclassification. However, NPEs mostly consist of past due arising
from late payments from the PA and exposures to municipalities in
conservatorship which are classified as bad loans by regulation
despite BFF's legal entitlement to receive 100% of the principal
and LPIs at the end of the recovery process. The total NPE coverage
ratio was around 1% at the end of March 2025 and has been
historically low, because of BFF's high NPE recovery rate. Gross
stage 2 loans (loans where credit risk has increased since
origination) represented around 1% at YE2024, down from 10% one
year earlier, as most stage 2 loans moved to stage 3 following the
prudential reclassification.

BFF maintains a large exposure to Italian sovereign bonds which
totaled around EUR 4.6 billion at the end of March 2025, up 1%
compared with that at YE2024 but down 7% YOY. The sovereign bond
portfolio represented 37% of BFF's total assets and 6.8 times (x)
its CET1 capital at the end of March 2025, down from 41% and 11.5x,
respectively, one year earlier. The exposure is fully classified as
held to collect, and its fair value was higher than its carrying
value at the end of March 2025.

Funding and Liquidity Combined Building Block Assessment: Moderate
BFF's funding profile has improved since the acquisition of
DEPObank; however, the diversification of its funding remains
moderate and its reliance on wholesale sources remains significant,
exposing the Bank to market trends and funding concentration risk.
Total deposits, including customer and bank deposits, were flat
compared with YE2024, but they were down 5% YOY as deposit inflows
from transaction services have only partly offset a reduction in
digital deposits according to BFF's funding strategy. As a result,
total deposits accounted for 80% of total funding at the end of
March 2025, of which 77% came from transaction services. Albeit to
a lesser extent, BFF regularly makes use of short-term repurchase
agreements backed by sovereign bonds. With the aim to fulfil the
minimum requirement for own funds and eligible liabilities
effective from January 2025, BFF issued two senior preferred bonds
in 2024 for a total consideration of EUR 600 million. At the end of
March 2025, BFF's liquidity coverage ratio was 260.5% and its net
stable funding ratio was 140.0%.

Capitalization Combined Building Block Assessment: Moderate/Weak
Morningstar DBRS sees BFF's capital position as commensurate with
its risk profile given its asset concentration in the public
sector. The Bank's capital position is underpinned by its sustained
earnings generation despite the higher capital absorption from the
credit reclassification. However, the Bank's dividend policy,
subject to the removal of the ban by the BOI, limits its ability to
grow capital organically. Morningstar DBRS expects BFF to hold more
moderate capital buffers than the historical average because of
higher capital absorption from the factoring business and higher
regulatory requirements, under the assumption that dividend
distributions will resume as planned. Nonetheless, the continued
commitment in reducing its past due exposures will help the Bank
maintain adequate capital buffers.

At the end of March 2025, BFF reported a CET1 ratio of 13.7% and a
total capital ratio of 16.7% (including net profit given the
dividend distribution ban), which compare with 13.5% and 18.2%
respectively reported one year earlier before the credit
reclassification. As a result, at the end of March 2025, BFF held
adequate buffers of 430 bps and 380 bps over its minimum
requirements for CET1 and total capital ratios, respectively. The
Bank's leverage ratio was 6.4% at the end of March 2025, up from
4.8% one year earlier, driven by capital accumulation. BFF paid
approximately EUR 800 million in dividends since its initial public
offering in 2017, equivalent to around 67% of net attributable
income reported in the same period.

Notes: All figures are in euros unless otherwise noted.


BRIGNOLE CO 2024: Fitch Hikes Rating on Class X1 Notes to 'BB+sf'
-----------------------------------------------------------------
Fitch Ratings has upgraded Brignole CO 2024 S.r.l. 's class X notes
and affirmed the other tranches.

   Entity/Debt                  Rating          Prior
   -----------                  ------          -----
Brignole CO 2024 S.r.l.

   Class A IT0005598351     LT AAsf  Affirmed   AAsf
   Class B IT0005598369     LT Asf   Affirmed   Asf
   Class C IT0005598377     LT BBBsf Affirmed   BBBsf
   Class D IT0005598385     LT BBsf  Affirmed   BBsf
   Class E IT0005598393     LT B+sf  Affirmed   B+sf  
   Class X1 IT0005598419    LT BB+sf Upgrade    BB-sf

Transaction Summary

Brignole CO 2024 is a securitisation of Italian personal loans
originated by Creditis Servizi Finanziari S.p.A. (Creditis).

The rating actions follow the restructuring of the transaction,
which took place on 16 June 2025. The amendments to the
documentation includes:

- The class X2 notes have been cancelled;

- The class X1 notes have been renamed the class X notes and will
amortise with excess spread, and will not follow scheduled
amortisation as they had since closing; and

- The limit on the repurchase has been lowered at 2% from 5%.

KEY RATING DRIVERS

Stable Asset Performance: Asset performance is in line with Fitch's
expectations. The outstanding balance of loans more than 90 days
past due reached 0.5% of the current asset balance at end-March
2025. Cumulative defaults as of the initial asset balance were
0.5%. The portfolio composition is broadly unchanged with 73.2%
originated by banking channels and the remaining 26.8% by direct
and agent channels. The base case weighted average default rate for
the transaction is unchanged at 3.8% with a 'AAsf' default multiple
of 4.75x.

Sequential Switch Softens Pro Rata: The class A to F notes can
repay pro rata until a sequential redemption event occurs if, among
other things, the principal deficiency ledger on the portfolio
exceeds certain thresholds. Under its expected case scenario, Fitch
views the switch to sequential amortisation as unlikely during the
first five years after closing, given the gap between portfolio
performance expectations and defined triggers. The mandatory switch
to sequential pay-down when the outstanding collateral balance
falls below 10% mitigates tail risk.

Payment Interruption Risk Mitigated: The transaction has a fully
funded amortising reserve fund to cover senior fees and interest
shortfalls on the class A to E notes. Its replenishment is senior
to the class A interest payment. Fitch views liquidity coverage
provided by the reserve as adequate in mitigating payment
interruption risk.

Restructuring Drives Class X Upgrade: The class X notes can now
amortise using available excess spread, without following a
pre-defined amortisation schedule. This has driven their upgrade.
The class X notes started amortising from closing and followed a
scheduled amortisation until the interest payment date falling in
May 2025. Excess spread notes are typically sensitive to underlying
loan performance and prepayments and cannot achieve a rating higher
than 'BB+sf'.

'AAsf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above Italy's Issuer Default Rating (IDR,
BBB/Positive/F2), which is the case for the class A notes. The
Positive Outlook reflects that on the sovereign.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The class A notes' rating is sensitive to changes in Italy's
Long-Term IDR. A downgrade of Italy's IDR and a downward revision
of the 'AAsf' rating cap for Italian structured finance
transactions would trigger a downgrade of the notes.

An unexpected increase in the frequency of defaults or decrease in
the recovery rates would produce larger losses than the base case.
For example, a simultaneous increase in the default base case by
25% and a decrease in the recovery base case by 25% would lead to
downgrades of up to five notches for all notes.

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

An upgrade of Italy's IDR and an upward revision of the 'AAsf'
rating cap for Italian structured finance transactions could
trigger an upgrade of the class A notes, provided sufficient credit
enhancement was available to withstand stresses at a higher
rating.

An unexpected decrease in the frequency of defaults or increase in
the recovery rates would produce smaller losses than the base case.
For example, a simultaneous decrease in the default base case by
25% and an increase in the recovery base case by 25% would lead to
upgrades of up to three notches for all notes except the class A
and E notes.

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

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

DATA ADEQUACY

Brignole CO 2024 S.r.l.

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 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.

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

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

ESG Considerations

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


KEPLER SPA: Fitch Assigns B(EXP) Rating on New EUR500MM Notes
-------------------------------------------------------------
Fitch Ratings has assigned Kepler S.p.A.'s (Biofarma) proposed
EUR500 million notes an expected 'B(EXP)' senior secured rating
with a Recovery Rating of 'RR4'. Fitch has also placed Biofarma's
'B+' existing senior secured debt rating on Rating Watch Negative
(RWN) due to reduced recovery prospects following the notes issue
and the planned increase in its super senior revolving credit
facility (RCF). The Recovery Rating on the existing senior secured
debt is 'RR3'.

The proceeds will be used to refinance its EUR345 million senior
secured notes and partially repay other senior secured debt and the
drawn portion of the super senior RCF. The assignment of final
rating is contingent on the receipt of final documents conforming
to information already reviewed.

Biofarma's 'B' Long-Term Issuer Default Rating (IDR) with a Stable
Outlook is unaffected. It reflects the company's modest size, high
leverage and narrow business focus, balanced against its
established market position as a contract development and
manufacturing organisation (CDMO) in nutraceuticals.

Key Rating Drivers

Reduced Senior Secured Recovery Prospects: On completion of the new
senior secured notes issue and the concurrent increase of the super
senior RCF to EUR135 million, Fitch anticipates reduced estimated
recovery for the senior secured debt with the prospect of a
downgrade to 'B', from 'B+', and a revision of recovery prospects
to 'RR4' from 'RR3'. The transaction is neutral for the IDR, with
leverage anticipated to increase slightly to just under its 6.5x
EBITDA leverage negative sensitivity for 2025.

However, Biofarma will have greater liquidity headroom, given the
increased super senior RCF and access to a larger EUR200 million of
acquisition/capex facility.

Specialist Niche CDMO: Biofarma has established positions in the
expanding niche nutraceuticals (non-pharmaceutical enhancers)
market as an innovative outsourcing partner for consumer health
companies and divisions of pharmaceutical companies. The company
produces nutraceutical finished dosage-form products for health
supplements, skin cosmetics and associated medical device products.
Its main area of expertise is probiotics, a growing market in which
it holds a large share in the EU and the US, representing around a
third of its sales.

Its global position in nutraceuticals and probiotics was
strengthened in 2023, following its EU370 million acquisition of US
Pharma Labs, which improved its scale and geographical
diversification. The acquisition allowed the company to enter the
large US market and be a partner of choice for global clients. It
also expanded its manufacturing footprint by adding facilities in
the US and China, and enhanced its sourcing capabilities in China
to support its manufacturing facilities in northern Italy and
France.

Limited Scale, Concentrated Business: Biofarma's limited scale and
diversification, although improved with the recent acquisition, are
mitigated by the technological content and long production cycles
of its products and high switching costs for its customers, which
protects the business and increases revenue visibility. Fitch
estimates that 55% of revenues are derived from specialist and
differentiated products, such as probiotics and the more regulated
medical devices products. Its expertise in R&D product development
and state-of-the-art manufacturing are critical to its success as a
partner of choice for its larger customers.

Capex to Accelerate Growth: Fitch expects Biofarma to expand
organically by 9% over 2025-2027, surpassing the mid-single digit
growth of its underlying markets. This will be largely driven by
the completion of investments in two new manufacturing facilities
in France and the US, which should become operational from 2H25.

Resilient Profitability: The company's profitability is resilient
for a specialist CDMO, reflecting leadership in differentiated
market niches in which it offers specialised product development
expertise. In recent years, Biofarma passed on cost inflation in
its specialty business faster than CDMO peers operating in more
commoditised markets. Its rating case assumes EBITDA margins will
gradually rise towards 23% by 2027, from 19.6% in 2024. This will
be driven by positive operating leverage from revenue growth and
cost efficiencies from its state-of-the-art manufacturing
facilities under construction.

Expansion Capex Hits Cash Flow: High expansion capex in
manufacturing capabilities to support growth (over 11% of sales in
2024) has led to negative free cash flow (FCF) and Fitch expects it
to continue to constrain FCF through to 2027. However, Fitch
expects a gradual improvement of FCF in 2025, turning mildly
positive from 2026 due to EBITDA expansion.

High Leverage to Moderate: Fitch expects Biofarma's gross EBITDA
leverage to improve to 6.4x in 2025 (6.7x in 2024), which is high
but consistent with the rating. Its Stable Outlook assumes a
prudent financial policy that allows gradual organic deleveraging
to 5.5x by 2027, as higher revenue growth and margins drive EBITDA
expansion.

Selective M&A, Moderate Execution Risks: Fitch anticipates the
company will pursue modest bolt-on acquisitions, focusing on
targeted technologies and manufacturing capabilities, while
expanding its geographical reach outside Italy. This would lead to
manageable execution risks. Its rating case assumes an annual M&A
of between EUR50 million and EUR100 million over 2025-2027. Fitch
would treat higher or aggressive M&A as event risk, particularly if
it is financed only by debt rather than debt and equity.

Supportive Market Fundamentals: Biofarma benefits from supportive
market fundamentals, with non-cyclical volume growth driven by a
rising and ageing population and an increasing focus on health,
disease prevention and self-medication. The company is also well
placed to capitalise on the outsourcing trend of specialist
ingredient manufacturing processes in the consumer health market.

Peer Analysis

Fitch regards capital- and asset-intensive businesses, such as
F.I.S. Fabbrica Italiana Sintetici S.p.A. (B/Positive), Roar Bidco
AB (Recipharm; B/Stable), European Medco Development 3 Sa.r.l.
(Axplora; B-/Stable) and Financiere Top Mendel SAS (Ceva Sante;
B+/Stable), as direct peers of Biofarma. They all rely on
investments to expand at pace with, or above, the market and to
maintain operating margins.

Biofarma's profitability is similar to that of Axplora and Triley
Midco 2 Limited (Clinigen Group, B/Negative), and higher than
Recipharm and F.I.S. Nevertheless, Biofarma is considerably smaller
than its peers.

In Fitch's wider pharmaceutical rated portfolio, generic drug
manufacturing companies, Nidda BondCo GmbH (Stada; B/Stable) and
Teva Pharmaceutical Industries Limited (BB+/Stable), are much
larger than Biofarma; while asset-light niche pharmaceutical
companies outsourcing manufacturing to CDMOs, such as CHEPLAPHARM
Arzneimittel GmbH (B/Stable) and ADVANZ PHARMA HoldCo Limited
(B/Stable), are similar in size but have better profitability and
positive, double-digit FCF margins.

Key Assumptions

- Organic revenue rise of 8%-9% over 2025-2027, supported by new
capex projects in France and the US

- Annual acquisitions of EUR50 million-100 million between 2025 and
2027 contributing to further growth

- Fitch-defined EBITDA margin improving gradually to 23% in 2027
from 19.6% in 2024

- Working capital inflow of EUR5 million in 2025, followed by
outflows of EUR5 million-10 million a year in 2026-2027

- Capex at 11.7% of sales in 2025, then moderating to 9% in 2026
and 7.5% in 2027

- No dividends

Recovery Analysis

Its recovery analysis of Biofarma is based on a going-concern (GC)
approach, which supports a higher realisable value in financial
distress than a balance-sheet liquidation.

Financial distress could arise primarily from increased costs or
price pressures in a higher-than-expected inflationary environment,
or the loss of key contracts from its top customers, which would
lead to margin contraction and reduced cash flow generation.

Its GC enterprise value calculation leads to a post-restructuring
EBITDA estimate of EUR85 million. At this post-restructuring
EBITDA, Fitch believes the company will be able to continue
generating cash, although it would face high pressure, given
debt/EBITDA of around 8.0x.

Fitch applied a 5.5x multiple to EBITDA to derive its enterprise
value, unchanged from the last review. The multiple reflects
increased scale and wider geographic diversification after the US
Pharma acquisition.

Fitch treats the RCF, which the company plans to increase to EUR135
million from EUR104 million as a part of the current transaction,
as super senior to the senior secured notes. Its waterfall analysis
does not include the undrawn capex/acquisition facility, which the
company plans to also increase to EUR200 million from EUR115
million, as its use would be project-and-purpose specific, likely
for acquisitions.

After deducting 10% for administrative claims and assuming the
enlarged EUR135 million RCF as fully drawn and super senior to the
notes, its principal waterfall analysis generates a ranked recovery
in the 'RR4' category for the proposed senior secured floating-rate
notes, leading to a 'B(EXP)' rating, at the same level as the IDR.

RATING SENSITIVITIES

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

- Unsuccessful implementation of growth strategy, including an M&A
approach that increases financial and execution risks

- EBITDA margin at or below 20% on a sustained basis

- Weakening cash generation, with FCF margins around break-even on
a sustained basis

- Fitch-calculated gross debt consistently above 6.5x EBITDA

- EBITDA interest coverage below 2.0x on a sustained basis

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

- Implementation of growth strategy, including selective and
targeted M&A, leading to increased scale

- EBITDA margin at or above 25% on a sustained basis

- Continued strong cash generation, with FCF margins in the high
single digits on a sustained basis

- Fitch-calculated gross debt sustained at or below 4.5x EBITDA

- EBITDA interest coverage consistently above 3.0x

Liquidity and Debt Structure

Biofarma had EUR15 million of cash on its balance sheet (excluding
EUR5 million of Fitch-defined restricted cash) at end-2024. After
the new issue and RCF increase, the company will have a fully
available larger EUR135 million RCF maturing in September 2029 and
its debt will mature in December 2029. In addition, it has an
increased EUR200 million capex/acquisition facility, which is fully
undrawn.

Fitch expects Biofarma to generate negative FCF in 2025, before
turning slightly positive from 2026. Its rating case assumes new
acquisitions will mostly be financed with fresh debt.

Issuer Profile

Biofarma is an Italian CDMO specialising in manufacturing health
supplements, medical devices and cosmetics, with a leading position
in the development and production of probiotics.

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
   -----------           ------                  --------   -----
Kepler S.p.A.

   senior secured     LT B(EXP) Expected Rating    RR4

   senior secured     LT B+     Rating Watch On    RR3      B+


KEPLER SPA: Moody's Rates EUR500MM Sec. Floating Rate Notes 'B3'
----------------------------------------------------------------
Moody's Ratings has assigned a B3 instrument rating to the EUR500
million backed senior secured floating rate notes (FRNs) due in
2029 issued by Kepler S.p.A. (Biofarma or the company). The
company's other ratings, including its long-term corporate family
rating of B3, probability of default rating of B3-PD, the existing
backed senior secured FRNs instrument rating of B3, are not
affected by this rating action. The outlook is stable.

With the issuance of the new EUR500 million backed senior secured
FRNs, Biofarma intends to 1) refinance its existing EUR345 million
backed senior secured FRNs, 2) redeem in full the Euro tranche of
its privately placed notes (EUR80.9 million) and redeem a portion
of its USD privately placed notes ($22.1 million), both raised in
2023 to fund the US Pharma Lab Inc. acquisition, as well as 3)
repay the EUR40 million drawn portion of its super senior revolving
credit facility (SSRCF), and 4) pay transaction fees and expenses.
In parallel, the company expects to issue new $110.6 million of
privately placed notes due in 2029 that will replace the remaining
portion of its USD privately placed notes.

RATINGS RATIONALE

The B3 rating of the new backed senior secured FRNs reflect their
pari passu ranking with Biofarma's existing senior secured debt.

Biofarma's B3 rating reflects the company's leading position in the
contract development and manufacturing organisation (CDMO) niche
segment of over-the-counter (OTC) nutraceuticals, with expertise in
probiotics; the company's broad product offering across several
dosage forms and good technological capabilities; some barriers to
entry; and the company's good track record in terms of quality and
reliability.

The rating also takes into account Biofarma's small scale and some
degree of customer and geographical concentration, although this
has been decreasing since Moody's first started rating the company
in 2022, as well as its high leverage and limited Moody's-adjusted
free cash flow (FCF) generation, due to high capital intensity.
Moreover, Moody's believes acquisitions will remain an avenue of
growth for the company, to enhance manufacturing capabilities,
broaden its technological footprint or achieve supplier proximity
to key customers. This could delay Moody's expectations of organic
leverage reduction if funded with new debt, as was the case in
2023.

OUTLOOK

The stable outlook reflects Moody's expectations that Biofarma's
operating performance will remain strong over the next 12-18
months, with earnings growth, leading to Moody's-adjusted
debt/EBITDA reduction to around 6x. The outlook assumes that the
company will not undertake any major debt-funded acquisitions or
shareholder distributions, and that its liquidity will remain at
least adequate.

LIQUIDITY

Biofarma's liquidity is adequate and supported by cash balances of
EUR14 million at the end of March 2025, access to a new SSRCF of
EUR135 million that is due in September 2029 and expected to be
undrawn following the closing of the transaction, and access to a
new EUR200 million capital expenditure/M&A facility due in December
2029. Moody's expects its Moody's-adjusted FCF to be negative to
break-even over the next 12-18 months, mainly driven by high levels
of growth capital spending. The SSRCF lenders benefit from a
springing super senior net leverage covenant of 1.7x tested only
when the RCF is drawn by more than 40%. Moody's anticipates that
the company will have significant capacity against this threshold,
if tested.

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

The rating could be upgraded if Biofarma continues to increase its
scale and geographical diversification while maintaining good
operating performance and sustainable improvements in credit
metrics, with Moody's-adjusted leverage improving below 5.5x, on
the back of a prudent financial policy; Moody's-adjusted FCF moving
towards 5% of debt; Moody's-adjusted EBITA to interest expense
increasing above 2x; and with at least adequate liquidity.

The rating could be downgraded if industry fundamentals become less
favourable or Biofarma's operating performance deteriorates,
leading to below-market revenue growth and a significant margin
deterioration; if its Moody's-adjusted leverage increases above
6.5x sustainably; if its Moody's-adjusted FCF remains consistently
negative or liquidity weakens; if its Moody's-adjusted EBITA to
interest expense decreases towards 1x; or if the company embarks on
significant debt-funded acquisitions or shareholder distributions.

STRUCTURAL CONSIDERATIONS

The PDR of B3-PD reflects Moody's assumptions of a 50% recovery
rate for covenant-lite debt structures. The B3 rating of the EUR500
million backed senior secured FRNs due in 2029 is in line with the
B3 CFR, reflecting their positioning in the capital structure, with
only the EUR135 million SSRCF ranking ahead of them. Pro forma the
new private placement, the company will have $110.6 million
privately placed notes, issued by Biofarma Delaware LLC, a
subsidiary of the company, and EUR200 million-equivalent additional
privately placed note commitments at the level of Kepler S.p.A.,
which will be undrawn at closing, and can be used to fund capital
expenditure or M&A. These instruments rank pari passu with the new
backed senior secured FRNs.

All debt instruments benefit from guarantees by significant
subsidiaries, which at the time of issuance are Biofarma Overseas
Inc., Biofarma US Holding Inc., Biofarma Delaware Holding LLC,
Biofarma Delaware LLC, US Pharma Lab, LLC and USPL Nutritionals
LLC, and Biofarma S.r.l.. Security package mainly consists of share
pledges, intercompany receivables, some tangible and intangible
assets, including intellectual property. Share pledges of Kepler
S.p.A. will only provide security to the EUR500 million backed
senior secured FRNs and the SSRCF, and not to the privately placed
notes.

Shareholder funding in the restricted group is in the form of
equity. There are EUR215.4 million of payment-in-kind (PIK) notes,
including accrued interest, maturing in March 2030 and issued
outside of the restricted group, which Moody's do not include in
Moody's adjusted metrics.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Biofarma is a global company in the CDMO segment of nutraceuticals
and probiotics. It specializes in developing, producing, and
distributing nutraceuticals, medical devices, and cosmetics. The
company has ten production sites in Italy, France, US, and China.
It serves more than 500 customers, mainly in Italy and Europe, and
the US. Biofarma generated EUR455 million in revenue and EUR102
million in company-adjusted EBITDA for the twelve months ending in
March 2025. Ardian has been the majority owner since 2022. Biofarma
operates through three main business units, offering a wide range
of products, including nutraceuticals focused on probiotics, sports
supplements, medical devices, and cosmetics.


WEBUILD SPA: Fitch Assigns BB+ Rating on New EUR600MM Unsec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned Webuild S.p.A.'s planned maximum EUR600
million notes a senior unsecured rating of 'BB+'. The rating is
aligned with Webuild's Long-Term Issuer Default Rating (IDR) and
existing senior unsecured notes' rating. The Outlook on the IDR is
Stable.

Key Rating Drivers

Proposed Structure: The proposed notes will constitute direct,
general and unconditional obligations of Webuild, and rank at least
pari passu with all its present or future senior unsecured
obligations. The net proceeds from the new notes will be used to
refinance existing indebtedness and for general corporate
purposes.

Peer Analysis

Webuild's business profile is slightly better than Kier Group Plc's
(BB+/Stable), due to improvements in its working capital position.
However, Kier's working capital volatility is lower than Webuild's
because of its lower advance payments, resulting in minimal
potential for the unwinding of working capital. This is balanced by
the latter's larger scale of operations and superior geographic
diversification.

Webuild's business profile remains weaker than Ferrovial SE's
(BBB/Stable) due to the former's limited presence in mature
concessions, which have low volatility and low-risk cash flows.
Webuild's strategy focuses on large, complex, value-added
infrastructure projects with high engineering content. It has an
established strong domestic market position across its different
businesses, alongside healthy revenue visibility and good contract
risk management, in line with other investment grade, engineering
and construction companies.

Webuild's financial profile is weaker than Kier's and Ferrovial's,
as both have positive free cash flow (FCF) margins, while Webuild
has more volatile FCF through the cycle and higher leverage.

Key Assumptions

- Revenue of about EUR12 billion in 2025, before increasing 5%-6%
in 2026-2028 on a strong order backlog

- EBITDA margins to stabilise at 8% in 2025, before improving to
9.8%-10.3% in 2026-2028, driven by the execution of high-margin
orders, especially in Italy and Australia

- Working capital inflow at 1.5%-1.8% of revenue in 2025-2026,
followed by outflow of 1% in 2027-2028

- Capex to remain high at 9%-11% of revenue in 2025-2026, before
stabilising at 5.5% in 2027-2028

- Annual dividend of around EUR80 million-90 million during
2025-2028

- Restricted cash of around EUR400 million in 2025, increasing to
EUR600 million to 2028 primarily for Fitch- adjusted working
capital swings though out the year

RATING SENSITIVITIES

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

- EBITDA gross leverage above 2.5x on a sustained basis

- EBITDA net leverage above 1.5x on a sustained basis

- Increase in working-capital volatility or accelerating
working-capital outflows, leading to neutral FCF on sustained
basis

- Increased concentration of 10 largest contracts to above 40% of
the order book

- Increasing EBITDA share of high-risk countries

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

- Improvement of the quality/diversification of dividend income
streams

- EBITDA gross leverage below 1.5x on a sustained basis

- EBITDA net leverage below 0.5x on a sustained basis

- Positive three-year average FCF

Liquidity and Debt Structure

At end-2024, Webuild's liquidity was bolstered by around EUR2.9
billion in readily available cash (excluding about EUR0.3 billion
of restricted cash by Fitch mainly for working-capital purposes).
It also has access to fully undrawn revolving credit facilities.
This liquidity is sufficient to cover the forecast negative FCF of
about EUR550 million in 2025 and short-term maturities.

Webuild's debt structure at end-2024 mainly comprised bonds
amounting to EUR2.1 billion, corporate loans of EUR206 million,
construction loans of EUR100 million and other financing loans of
EUR296.5 million. At end-March 2025, it had a revolving credit
facility limit of EUR900 million (EUR70 million expired in February
2025), of which EUR850 million matures in November 2026 and the
balance of EUR50 million in April 2027. Webuild's strong
performance, good relationship with lenders and access to capital
markets are positive for its credit profile.

Issuer Profile

Webuild is an Italian engineering and construction group with
operations spread across various geographies. It is mainly focused
on complex infrastructure civil projects with strong leadership in
the water sector.

Date of Relevant Committee

29 May 2025

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           
   -----------             ------           
Webuild S.p.A.

   senior unsecured    LT BB+  New Rating




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

MAXAM PRILL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned Maxam Prill S.a r.l. (Maxam) a Long-Term
Issuer Default Rating (IDR) of 'B+' with a Stable Outlook. Fitch
also assigned to its proposed EUR1.215 billion equivalent five-year
bond offering an expected senior secured rating of 'BB-(EXP)' with
a Recovery Rating of 'RR3'.

The IDR reflects Maxam's high EBITDA gross leverage, forecast at
5.7x for financial year ending August 2025, and its concentrated
exposure to the mining sector, which are balanced by a robust
business profile as a global asset-light supplier of civil
explosives with differentiated technologies.

The Stable Outlook reflects its expectation of limited execution
risk, given Maxam's strong cash flow generation, good revenue
visibility and flexible cost structure, supporting EBITDA growth to
EUR342 million by 2028, leading to EBITDA gross leverage falling to
4.7x.

Key Rating Drivers

Strong Cash Generation: Maxam's asset-light model and product
differentiation result in EBITDA margins consistently above 20% and
low capex density of about 4% of sales, including growth spending.
This robust cash generation underpins the deleveraging capacity.
Since Rhone Capital invested in Maxam in 2019 it has divested
non-core activities, including the capital-intensive production of
ammonium nitrate (AN), the key feedstock for the manufacture of its
explosives. Fitch expects Maxam to generate positive free cash flow
(FCF) before dividends of about EUR100 million a year between 2025
and 2028.

High Barriers to Entry: Maxam's proprietary technologies, service
offering that includes formulation, handling and initiation
services, as well as its footprint of flexible plants located close
to customers' operations, create strong barriers to entry. This is
highlighted by a low customer churn, increasing sales volumes and a
high share of service revenues. Fitch believes that Maxam's key
products offer superior properties than some of its competitors',
improving the customers cost to use and mining performance and
would be difficult to replicate due to patents and required
infrastructure.

Order Book Provides Revenue Visibility: Maxam's order book of about
EUR2 billion provides a strong revenue visibility and reflects its
commercial success. The long tenure of contracts and the visibility
on mining projects production also underpin revenue predictability.
Maxam has good diversification with no single mine representing
more than 10% of revenues, mitigating risks of fluctuations or
delays in production levels where explosives are a consumable. In
the mining sector, the average duration of contracts is five years.
This period is shorter in the infrastructure market, although it
comes with high renewal rates, given Maxam's leading position in
Europe.

Deleveraging Path: The proposed debt issue will refinance existing
loans at its operating subsidiary, MaxamCorp Holding, S.L.
(MaxamCorp), and pay a dividend to shareholders, leading to an
EBITDA gross leverage forecast of 5.7x for FYE25. The deleveraging
has modest execution risks, given the company's strong and
resilient operating cash flow, and the good earnings visibility
offered by the order book. Fitch, therefore, expects EBITDA gross
leverage to fall to 4.7x by 2028, assuming no gross debt repayment,
as Fitch-defined EBITDA rises to EUR342 million in 2028 from EUR256
million in 2024.

Mining Sector Exposure: About 64% of Maxam's revenues are
concentrated in mining, particularly of gold and copper. These
metals have strong growth opportunities but are still exposed to
cycles, depending on the mismatch between supply and demand. The
mining exposure also entails risks related to operations in
lower-rated jurisdictions in Africa or South America. This is
mitigated by a good geographical diversification, with Chile
growing in importance, and a portfolio of solid customers.

AN Cost Pass-Through: Maxam's contract structure allows for the
pass-through of AN costs, which represent about 50% of the
production costs of explosives. In 2021-2022, Maxam continued
increasing its profits, despite high AN prices, driven by rising
gas costs and disruptions in global supply. Its exit from AN
production has been followed by more stable profitability,
especially given higher gas costs in Europe. Maxam has secured
long-term contracts with global AN suppliers for most of its
requirements, and fills its need on the spot markets.

Structural Subordination Risk: The proposed notes issued by Maxam
as the holding company will be structurally subordinated to
existing debt at MaxamCorp level, some of which have covenants
restricting its ability to upstream dividend. This is partially
mitigated by a downstream loan from Maxam to MaxamCorp, as well as
the availability of a EUR175 million revolving credit facility to
cover temporary upstreaming restrictions. Moreover, further
refinancing of operating company debt could lift some of the
covenant restrictions.

Peer Analysis

In the absence of directly related peers, Fitch compares Maxam to
high-yield issuers with high and resilient margins and cash flows.

Compared with Nouryon Limited (B+/Stable), a global specialty
chemical producer with EBITDA exceeding USD1 billion, Maxam is
smaller and has weaker diversification but similar margins and
capex intensity. Maxam, however, has a greater revenue visibility.
Both companies have similar leverage levels.

Ahlstrom Holding 3 Oy (B+/Negative) is a global producer of
specialty fibres, with EBITDA of about EUR421 million and EBITDA
margins in the mid-teens in 2024. Ahlstrom is larger and more
diversified by market, but has higher leverage, which will trend
towards 5x by 2027.

Maxam is larger and more profitable than Italmatch Chemicals S.p.A.
(B/Stable) for a similar capex intensity, leading to stronger FCF
generation before dividends. Maxam and Italmatch have similar
leverage, in the 5x area.

Compared with Nobian Holding 2 B.V. (B/Stable), Maxam is less
sensitive to commodity prices, is more geographically diversified
and has similar margins, although it is less capex-intensive.
Nobian has lower leverage, in the 4.5x area.

Key Assumptions

- Revenue rise of about 5%-7% a year to 2028

- EBITDA margin averaging 25% between 2025 and 2028

- Capex of about EUR50 million a year in 2025-2028

- Dividend payout and shares repurchase of EUR788 million in 2025;
no dividend in 2026; dividend averaging EUR90 million a year in
2027-2028

- No material large-size M&A or divestment

- Fitch has restricted EUR10 million cash, relating to cash
balances held in countries where extraction is constrained

Recovery Analysis

The recovery analysis assumes that Maxam would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects a sustainable, post-reorganisation
EBITDA level on which Fitch bases an enterprise valuation.

The GC EBITDA of EUR240 million reflects unsuccessful renewal of
key contracts and reduced activity leading to lower profits.

Fitch uses a multiple of 5.5x to calculate a GC enterprise value
for the company because of its robust market position and
technological differentiation creating big barriers to entry, as
well as the asset-light business model that underpins its FCF
generation.

Fitch assumes Maxam's revolving credit facility would be fully
drawn and rank equally with senior secured debt issued at the
parent level, and the factoring facility would be replaced by an
equivalent super senior facility.

After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation for the
senior secured instrument in the 'RR3' band, indicating a
'BB-(EXP)' instrument rating.

RATING SENSITIVITIES

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

- EBITDA gross leverage above 6x on a sustained basis

- EBITDA interest coverage below 2x on a sustained basis

- Neutral to negative FCF on a sustained basis

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

- EBITDA gross leverage below 4.5x on a sustained basis

- EBITDA interest coverage above 3.5x on a sustained basis

- Positive FCF on a sustained basis

Liquidity and Debt Structure

Post transaction, Fitch expects Maxam's opening cash to stand at
EUR75 million, which corresponds to operational needs. Fitch
expects the company's working capital to be funded by operational
cash generation and local credit lines, with the new EUR175 million
revolving credit facility to be kept undrawn to mitigate risks of
cash upstreaming restrictions and maintain flexibility for timely
interest payment at the holding company level.

The debt raised at Maxam will be structurally subordinated to
existing debt at the operating entities level. However, Fitch
expects MaxamCorp to be able to upstream sufficient cash to meet
interest payments. Fitch would expect Maxam to raise additional
funds by end-2026 to refinance EUR125 million of debt that is
coming due.

Issuer Profile

Maxam is a global civil explosive producer providing integrated
products and services to the mining and infrastructure industry.

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   
   -----------               ------                    --------   
Maxam Prill S.a r.l.   LT IDR B+       New Rating

   senior secured      LT     BB-(EXP) Expected Rating   RR3




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

VITA BIDCO: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Ratings has affirmed the B2 long term Corporate Family
Rating and a B2-PD Probability of Default Rating of Vita BidCo SARL
(Hanab or the company, formerly TSM II LUXCO 21 SARL), a leading
Netherlands-based multi-utility infrastructure services provider.
Moody's have also affirmed the B2 rating of its EUR100 million
backed senior secured multicurrency revolving credit facility (RCF)
due 2031 and the EUR125 million backed senior secured guarantee
facility due 2031 issued by Vita BidCo SARL. Concurrently, Moody's
have assigned a B2 rating to the new proposed upsized EUR590
million backed senior secured term loan B1 due 2031. The outlook
has been changed to stable from positive.

Hanab recently announced it intends to raise a EUR125 million
incremental term loan B add-on. Proceeds from the new debt plus
EUR75 million of cash will be used to fund an up to EUR200 million
dividend to existing shareholders, private equity firm Triton.
Moody's took no action on the rating of the existing EUR465 million
backed senior secured term loan B due 2031 as Moody's will withdraw
the rating upon closing of the transaction.

RATINGS RATIONALE      

The change in outlook to stable from positive reflects a more
aggressive financial policy than initially anticipated at the time
of first rating assignment. The transaction will result in
approximately 1x increase in Moody's adjusted leverage to around
5.5x from previously expected leverage of 4.6x by the end of 2025,
which is the maximum tolerance threshold for the current B2
rating.

The ratings affirmation balances the increase in leverage with the
company's good growth potential, particularly in the energy
business and the expectation that it will continue to reduce its
Moody's adjusted leverage towards 5.0x and generate positive free
cash flow.

Hanab's B2 CFR is supported by its strong market position in the
Netherlands, with diverse offerings across energy and utility,
telecom and connectivity and building installation; the expectation
of positive end-market fundamentals, particularly in energy and
utility, a relatively good revenue visibility with a EUR2.8 billion
order book, and its asset-light service business with a flexible
cost structure, which contributes to its positive free cash flow
(FCF) generation.

At the same time, the CFR is constrained by its significant revenue
concentration in the Netherlands, a relatively high customer
concentration, the potential for earnings volatility due to
end-market investment cycles and exposure to the cyclical
construction market, competitive and fragmented markets, a
faster-than-anticipated shift to maintenance from fiber build-out
in telecom and its high leverage for the rating category following
an up to EUR200 million debt funded distribution to shareholders.

The company's currently high Moody's adjusted leverage positions it
weakly in its rating category and leaves limited room for deviation
against Moody's current expectations. Over the next 12-18 months
Moody's expects Hanab's earnings to continue to grow on an organic
basis in the mid-single digits supporting a leverage reduction
towards 5.0x.

Moody's also expects the company's FCF generation and interest
coverage to deteriorate slightly compared to Moody's previous
expectation. Moody's forecasts its FCF/Debt to trend towards
mid-single digits in the next two years and its interest coverage
as measured by EBITA/Interest to remain above 2.0x.

ESG CONSIDERATIONS

Governance was one of the key drivers of the rating action in
accordance with Moody's ESG framework because Moody's views the
debt and cash-funded dividend recapitalisation transaction as
reflective of a more aggressive financial policy.

STRUCTURAL CONSIDERATIONS

Pro forma for the transaction, Hanab's capital structure will
consist of a EUR590 million backed senior secured Term Loan B1, a
EUR100 million backed senior secured multicurrency RCF and a EUR125
million backed senior secured guarantee facility, all rated in line
with the CFR. The B2-PD PDR is at the same level as the CFR,
reflecting the use of a standard 50% recovery rate as is customary
for capital structures with first-lien bank loans and a
covenant-lite documentation.

The facilities rank pari passu, benefit from upstream guarantees
from the group's restricted subsidiaries representing at least 80%
of consolidated EBITDA, and are secured by intragroup receivables,
bank accounts and share pledges.

LIQUIDITY

Although Hanab's free cash flow will deteriorate pro forma for the
transaction, liquidity overall remains good. The company has a cash
position of around EUR45 million pro forma for the transaction and
Moody's expects it to generate positive FCF excluding dividend
payments of around EUR20-30 million over the next 12-18 months.

The company also benefits from a fully available EUR100 million
backed senior secured revolving credit facility (RCF) and a long
debt maturity profile. The RCF is set to mature in February 2031,
with the Term Loan B1 maturing six months later.

These sources of liquidity should provide Hanab the capacity to
cover historically high intra-year working capital swings, as well
as the capital spending needs, over the next 12-18 months.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectations that the
company's Moody's-adjusted leverage will reduce towards 5.0x. The
rating and outlook also incorporate Moody's expectations that Hanab
will generate positive FCF and maintain good liquidity.

The stable outlook also assumes that the company will execute on
its business plan and will not embark in further debt-funded
acquisitions or shareholder distributions over the next 12-18
months.

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

Upward pressure on the rating could develop if Moody's adjusted
debt/EBITDA reduces below 4.5x on a sustained basis, Moody's
adjusted EBITA/Interest expense increases above 2.5x and FCF/debt
moves to the high-single digits in percentage terms, while
liquidity remains good. An upgrade will also require a track record
of operating as a separate entity with a prudent financial policy
and sustained strong relationships with key customers.

Downward pressure on the rating could develop if Moody's adjusted
debt/EBITDA increases above 5.5x on a sustained basis, if Moody's
adjusted EBITA/Interest expense declines well below 2.0x, FCF/Debt
weakens or turns negative and liquidity deteriorates. The rating
would also come under pressure if the company exhibits a more
aggressive financial policy such as embarking in large debt-funded
acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Construction
published in April 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.

A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.

COMPANY PROFILE

Hanab, headquartered in the Netherlands, is a leading end-to-end
multi-utility installation and technical service provider in the
areas of energy and utility, telecom and connectivity, and
installation services in the Netherlands.

The company has over 3,400 employees. For the fiscal year that
ended 2024, it generated revenue of around EUR1.34 billion and
company-adjusted EBITDA of EUR137 million (post IFRS 16).




===========
R U S S I A
===========

NAVOIYURAN: Fitch Gives 'BB-(EXP)' Rating on Unsecured Notes
------------------------------------------------------------
Fitch Ratings has published State Enterprise Navoiyuran's
(BB-/Stable) expected senior unsecured rating of 'BB-(EXP)' with a
Recovery Rating of 'RR4' on its proposed notes.

The proceeds will be used for general corporate purposes and
improving its financial flexibility. The bonds will rank pari passu
with Navoiyuran's future senior unsecured debt. The final rating on
the notes is subject to the receipt of final documentation
conforming to information already received.

Navoiyuran's 'BB-' Issuer Default Rating (IDR) reflects limited
diversification as a single commodity producer in a niche market,
exposure to uranium price volatility, moderate scale and
Uzbekistan's weak operating environment. It has a large presence in
the global uranium mining sector, sufficient reserve life, below
average operating costs offset by high royalties and sustaining
capex.

Navoiyuran's IDR is driven by its Standalone Credit Profile (SCP)
of 'bb-' and is at the same level as the rating of its sole
shareholder, Uzbekistan (BB-/Stable). Fitch rates the company using
Fitch's Government-Related Entities (GRE) Rating Criteria.

Key Rating Drivers

Medium-Sized Miner: Navoiyuran is the fifth largest uranium oxide
producer globally with 13.5 million lb of output (5,200 tons of
uranium; tU) in 2024, representing 8.4% of global uranium supply.
The company uses the in-situ leaching (ISL) extraction method,
which is more cost-efficient than traditional mining. High reliance
on a single commodity exposes the company to volatile uranium
prices. Its EBITDA was USD626 million in 2024, which Fitch expects
to moderate to USD350 million-400 million, under its mid-cycle
price assumptions.

Increased Reserve Life: Navoiyuran has increased its reserve life
to around 13 years, based on 2P reserves at end-2024, from five
years at end-2023, after all remaining ore reserves were
transferred from the state to the company. Ore reserves, according
to the latest JORC report, on 1 January 2025 were 63.4ktU, up from
19.5 ktU in January 2024. Fitch expects that material investments
in exploration will support the company's reserves replacement
ratio at above 100%.

Large Capex; Negative FCF: Navoiyuran aims to increase production
to 7,100 tU by 2030, supported by considerably higher capex, with
around a third allocated to exploration. Fitch expects the company
to adjust its capex if prices are lower than Fitch forecasts. Large
capex and continued dividend distribution will lead to negative
free cash flow (FCF). Fitch expects Navoiyuran's EBITDA gross
leverage to increase to slightly below 1.5x by 2028, from almost
zero in 2024, based on its price assumptions.

Moderating Prices, Tight Market: Fitch expects the uranium market
to remain in a modest deficit over the medium term, as operational
restarts at several smaller companies and new supply will meet
rising demand, while inventory levels remain depleted. The World
Nuclear Association estimates that world reactor requirements will
double by 2040 from 65,650tU in 2023, which will be covered by
sizeable new supplies, while UxC indicated a supply deficit of
44ktU even in a low-demand environment. Navoiyuran supplies uranium
at spot prices, unlike peers such as Kazatomprom, which are focused
on long-term prices.

Low-Cost Position: Navoiyuran's cash costs are among the lowest in
the industry due to the efficient ISL technology, high
self-sufficiency in sulphuric acid required for the ISL process,
and partial replacement of sulphuric acid with oxygen. Navoiyuran
operates three major mining sites - Zafarabad, Uchkuduk, and
Nurabad - consisting of several deposits, which supply material to
the refining plant that produces uranium oxide.

Alternative Export Routes: Navoiyuran has a diversified uranium
revenue base with sales to Japan (56%), Canada (24%), the US (11%),
India (6%), and South Korea (3%). Navoiyuran ships uranium via rail
to Saint Petersburg, from which it is exported for further
processing. There are no restrictions on uranium export from
Russian territory, but Fitch believes sanctions, if introduced,
might disrupt shipments. The main alternative is the Trans-Caspian
International Transport Route through Azerbaijan and Georgia, which
is used for some shipments of JSC National Atomic Company
Kazatomprom (BBB/Stable).

Strong Decision Making and Oversight: Fitch views decision-making
and oversight under the GRE Rating criteria as 'Strong', given the
100% ownership by the state through the Ministry of Economy and
Finance. Management have indicated that an IPO is planned in 2H26,
though the state would maintain a majority stake. The state has
tight control over the company, by monitoring its budget,
investments and key performance indicators.

Strong Precedents of Support: Fitch assesses precedents of support
as 'Strong' even though Navoiyuran has not needed any support from
the government since its inception as a separate entity in 2022.
The assessment is based on the evidence of state support towards
Navoiyuran's peers, such as JSC Navoi Mining and Metallurgical
Company and JSC Almalyk Mining and Metallurgical Complex.

Incentive to Support: Fitch assesses preservation of government
policy role as 'Strong'. Fitch considers Navoiyuran a strategic
GRE, taking into account its important role in the nuclear
production cycle and its political importance to the state. Uranium
mining is one of the key economic activities in Uzbekistan. The
company was the third-largest tax contributor in 2024. It has had
no major debt since its spin-off in 2022, leading to its 'Not
Strong Enough' assessment of contagion risk.

SCP Drives IDR: Navoiyuran's GRE score of 20, out of a maximum of
60, means its IDR is driven by its SCP and is at the same level as
the sovereign IDR of 'BB-'.

Improving Corporate Governance: Navoiyuran continues to make
progress in improving its corporate governance. The company
prepares annual IFRS financial reports with no interim reporting
yet and has completed a reserves estimation according to JORC. The
supervisory board consists mostly of state representatives and has
two independent members.

Peer Analysis

Navoiyuran's production volume of uranium oxide was 5.2ktU in 2024,
compared with 12.3ktU for its direct peer, Kazatomprom
(BBB/Stable). Navoiyuran's EBITDA of USD626 million in 2024 is also
below Kazatomprom's USD2,336 million in the same year. However,
Navoiyuran maintains very strong EBITDA margins of about 68% in
2024, versus Kazatomprom's 45%. Kazatomprom and Navoiyuran's assets
are mainly located in the first quartile of the global all-in
sustaining costs (AISC) curve.

In 2024, Navoiyuran's AISC were at USD31/lb, slightly higher than
Kazatomprom's USD28/lb (on an attributable basis). However,
Navoiyuran has higher royalties at 16%, compared with Kazatomprom's
6%-9% in 2024-2026. Kazatomprom's EBITDA leverage is low at below
1x.

Eramet SA (BB/Negative) mines manganese ore, mineral sands and
nickel, is larger than Navoiyuran and has a low cost position of
manganese mines with first and second quartile for business costs.
It has higher leverage and is more exposed to weaker operating
environments, such as Gabon (CCC), Senegal (not rated) and
Argentina (CCC+). Navoiyuran's operations are concentrated in one
country, Uzbekistan, which has a weak operating environment.
Navoiyuran's liquidity is weaker than higher-rated peers'.

Navoiyuran's peers in Uzbekistan are the copper and gold producer,
JSC Almalyk Mining and Metallurgical Complex (IDR: BB-; SCP: b+)
and gold producer, JSC Navoi Mining and Metallurgical Company
(NMMC; IDR: BB-; SCP: bb+), both of which are larger. Almalyk faces
pressure on its FCF due to substantial capex for its transformative
project, resulting in higher leverage than NMMC and Navoiyuran.

Key Assumptions

- Average uranium spot prices of around USD72/lb in 2025, USD65/lb
in 2026, USD60/lb in 2027 and USD50/lb in 2028 and mid-cycle

- CPI in Uzbekistan of about 7% in 2025-2028

- Mid-single-digit increase in production volumes a year on average
over 2025-2028

- EBITDA margins averaging above 50% in 2025-2028

- Capex of USD240 million (UZS3,300 billion) a year on average in
2025-2028

- Half of net profit is distributed as dividend

- Social contributions of USD35 million (UZS470 billion) a year in
2025-2028

RATING SENSITIVITIES

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

Negative sovereign rating action

EBITDA gross leverage above 1.5x on a sustained basis, e.g. due to
deterioration of the uranium market or higher-than-expected capex
or dividends, which could be negative for the SCP but not
necessarily for the IDR

Unremedied liquidity issues

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

Positive rating action on the sovereign

A material improvement in scale, positive FCF and EBITDA gross
leverage below 1x on a sustained basis and improvement in the
liquidity position, which could be positive for the SCP but not
necessarily for the IDR

For Rating Sensitivities for Uzbekistan, see rating action 'Fitch
Affirms Uzbekistan at 'BB-'; Outlook Stable', dated 23 August
2024.

Liquidity and Debt Structure

At end-2024, Navoiyuran's unrestricted cash totalled around USD69
million. During 2024, Navoiyuran raised a USD60 million five-year
loan from a Chinese bank via National Bank of Uzbekistan, to
finance capex. At end-2024, the company had drawn loan tranches
totalling around USD32 million.

Navoiyuran's FCF will be negative for the next four years, due to
large investments, making the company reliant on external financing
sources.

Issuer Profile

Navoiyuran is the fifth largest uranium oxide producer globally
located in Uzbekistan.

Date of Relevant Committee

04 June 2025

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

Navoiyuran has an ESG Relevance Score of '4' for Financial
Transparency due to limited record of audited financial statements
and publication timeliness, 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   
   -----------             ------             --------   
State Enterprise
Navoiyuran

   senior unsecured     LT BB-(EXP)  Publish    RR4




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

ULKER BISKUVI: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Ulker Biskuvi Sanayi A.S.'s Long-Term
Issuer Default Rating (IDR) at 'BB'. The Outlook is Stable. Fitch
has also affirmed its senior unsecured rating at 'BB' with the
recovery rating at 'RR4'.

Ulker's rating reflects its strong position in the Turkish
confectionery market, with significant pricing power and strong
brands, and its moderate international diversification. The rating
also reflects Ulker's exposure to the volatile economic environment
in the Middle East and Central Asia, and foreign-exchange (FX)
risks, balanced by its conservative capital structure.

Ulker's rating is one notch above Turkiye's 'BB-' Country Ceiling,
reflecting a sufficient hard-currency debt service ratio of more
than 1x over the next 18 months, justifying an uplift under Fitch's
Corporate Rating Criteria.

The Stable Outlook reflects significant leverage headroom despite
its expectations of moderate pressure on the EBITDA margin in 2025,
due to cost inflation, ample liquidity and its expectations of a
timely refinancing of material maturities in 2026.

Key Rating Drivers

Foreign-Currency IDR Above Country Ceiling: Ulker's IDR is above
Turkiye's Country Ceiling, as Fitch expects the hard-currency
external debt-service ratio to be sustained at above 1x on a
sustained basis. This is based on its expectation that Ulker will
continue to generate sufficient EBITDA from exports and its
overseas operations, maintain a substantial offshore cash balance
and adhere to a comfortable schedule of repayments for its
foreign-currency debt. Fitch also assumes its syndicated loans
maturing in 2026 will be refinanced in advance with mid- to
long-term debt instruments.

Fitch considers Turkiye the applicable Country Ceiling for Ulker's
IDR, as its EBITDA from countries with higher Country Ceilings -
Saudi Arabia (AA-), United Arab Emirates (AA+) and Kazakhstan
(BBB+) - is not sufficient to cover the group's hard-currency
interest expense. Ulker generates around 70% of its EBITDA in
Turkiye,

Temporary Margin Pressure: Fitch expects Ulker's EBITDA margin to
moderately reduce in 2025 towards 17.6% (2024: 18.4%), reflecting a
lagged impact from the global cocoa price increase in 2024 and
increased marketing and promotional activity to support sales
volumes growth and market share, particularly in its international
operations. Fitch expects the EBITDA margin to recover to 18.7% by
2027 due to gradual pass-through of costs inflation to consumers,
expansion of sales mix toward higher value-added products and
cost-efficiency savings.

Managed Refinancing Risks: Fitch expects Ulker to handle the
upcoming maturities of USD440 million syndicated loans due in 2Q26
proactively and well in advance. The company has also improved its
financial flexibility by an advance refinancing of its USD600
million notes (USD225 million remain outstanding) due in October
2025 with the seven-year USD550 million senior unsecured notes
issued in July 2024. However, Fitch does not rule out that timing
and terms of the refinancing could be affected by geopolitical
risks in the Middle East.

Low Leverage: Fitch forecasts relatively stable Fitch-calculated
EBITDA net leverage at 1.6x in 2025 (2024: 1.5x), despite expected
pressure on profitability from high cocoa prices and an
unfavourable impact on costs and debt from further Turkish lira
depreciation. Fitch expects leverage headroom to remain ample, with
the ratio below 1.5x after 2026. Ulker reaffirmed its commitment to
maintaining leverage below 2.0x, giving it a good opportunity to
absorb potential pressure from external shocks or additional
pressure on profitability.

Positive FCF: Fitch projects Ulker's free cash flow (FCF) will
remain positive, at around 1% of sales in 2025 due to temporary
pressure on EBITDA margin and averaging around 3% over 2026-2028.
Fitch expects capex and working-capital requirements to be
relatively stable, and the FCF margin to be only mildly reduced by
the start of dividend payments from 2025. Ulker has announced it
will pay USD77 million dividends in 2025, reflecting strong results
in 2024 and Fitch projects steady dividend growth at around mid
single digits annually over 2026-2028.

High FX Risks: Ulker's foreign operations and policy of maintaining
a significant (at least 70%) share of cash in hard currencies help
reduce FX exposure arising from its debt being almost fully
denominated in hard currencies. Foreign operations accounted for
30% of Ulker's revenue and 31% of EBITDA in 2024. Ulker's financial
results reported in Turkish lira are usually positively affected by
the FX impact on its operations in Saudi Arabia and United Arab
Emirates due to hard currency-denominated exports and sales in
Saudi riyal and Emirati dirham, both of which are pegged to the US
dollar.

Market Leader in Turkiye: Ulker's ratings continue to benefit from
a strong position as the largest confectionery producer in Turkiye,
and a 35% share in the snack market in 2024. It has leading market
positions in chocolate and biscuits, and the second-largest share
in cakes. Ulker is also a leader in Saudi Arabia and Egypt's
biscuit markets, and second largest company in Kazakhstan's
confectionery market.

Ringfencing from Parent: The rating is predicated on Ulker being
ring-fenced from its ultimate parent, Yıldız Uluslararası Gıda
Yat. A.Ş., and its assumption that Ulker's cash flows will not be
used to service the substantial debt of its parent or its sister
companies. Ulker still has about USD58 million of loans issued to
its parent. Fitch also includes in its calculation of leverage
metrics the guarantees Ulker provides for third-party obligations
(2024: USD31 million). Ulker has not issued any new loans to
related parties since 2022, and Fitch expects this to continue. No
parent-subsidiary linkage or operating environment aspects affect
Ulker's rating. Any changes may affect its assessment.

Peer Analysis

Ulker's credit profile is comparable with that of European frozen
foods producer Nomad Foods Limited (BB/Stable), which has similar
scale and reasonable market share in its sector, but weaker
operating margins and higher leverage. The latter is balanced by
Ulker's higher exposure to FX risks and weaker operating
environment.

Ulker's credit profile is stronger than Argentinean confectionery
producer Arcor S.A.I.C.'s (B/Stable). Arcor's IDR is one notch
higher than Argentina's Country Ceiling of 'B-' due to its strong
debt service ratio, in line with Fitch's criteria. Both companies'
credit profiles benefit from the strength of local brands,
geographic diversification, and about a third of revenue being
generated outside their domestic markets. Both are exposed to FX
risks due to substantial debt in hard currencies. However, Ulker's
rating benefits from larger scale, stronger EBITDA margins and
lower leverage.

Ulker has larger scale, higher operating margins and significantly
lower leverage than Platform Bidco BV (Valeo Foods; B-/Stable), an
Ireland-based producer of wafers, sweets, snacks and ambient food.
This is partly balanced by Ulker's higher FX risks and exposure to
more volatile operating environments in its core markets.

Ulker is rated lower than Coca-Cola Icecek AS (CCI; BBB/Stable),
which generates most of its sales and EBITDA outside Turkiye and
has a different applicable Country Ceiling (Kazakhstan; BBB+).
CCI's ratings also benefit from a one-notch uplift for potential
support from The Coca-Cola Company. CCI is also bigger in sales and
EBITDA than Ulker, while having comparable leverage.

Key Assumptions

Fitch's Key Assumptions Within its Rating Case for the Issuer:

- Exchange rate of USD/TRY 43 at end-2025 and USD/TRY 48 at
end-2026, with around 10% annual devaluation of Turkish lira to US
dollar in 2027-2028

- Double-digit organic revenue growth in Turkey, driven by high
inflation in the country, and low to mid-single-digit organic
revenue in international markets with reported revenue benefiting
from a positive FX impact; mid-to-high single-digit organic annual
sales growth for the group from 2026

- EBITDA margin declining to 17.6% in 2025 (2024: 18.4%), driven by
raw material price inflation, before recovering towards 18.8% in
2028

- No further investments in financial assets or loans to related
parties

- Annual capex at about 3% of revenue over 2025-2028

- Common dividends of USD77 million in 2025, gradually growing
towards USD95 million in 2028

- No M&A

RATING SENSITIVITIES

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

- Downward revision of Turkiye's Country Ceiling to below 'BB-'

- Deteriorated liquidity position with an inability to repay or
refinance debt maturing in 2026 on a timely basis

- EBITDA net leverage above 3.5x due to M&A, investments in
high-risk securities or related-party transactions leading to
significant cash leakage outside Ulker's scope of consolidation

- Increased competition or consumers trading down eroding Ulker's
share in key markets and leading to deteriorating operating
margins

- Neutral-to-negative FCF on a sustained basis

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

- Stable market shares in Turkiye or internationally translating
into resilient operating margins and further growth and scale

- EBITDA net leverage remaining below 2.5x, supported by healthy
operating performance and a consistent financial and
cash-management policy

- Consistently positive FCF

- Evidence of robust contractual ring-fencing from the Yildiz Group
and improved financial flexibility with confirmed record of
adherence to the stated financial policy

- Upward revision of Turkiye's Country Ceiling together with Ulker
maintaining its hard-currency external debt service ratio
sustainably above 1x over the next 18 months

Liquidity and Debt Structure

At end-2024, Ulker had TRY26.3 billion of cash (partly held
off-shore), which together with its expectations of positive FCF
should fully cover TRY15.3 billion of short-term debt maturities.
The company is due to repay USD225 million of bonds due in October
2025, which Fitch believes it should be able to cover comfortably
with its ample hard currency cash balances of around USD530 million
as of end-2024. It also needs to refinance around USD440 million
syndication loans due in 2026 (including a EUR75 million loan from
the International Finance Corporation due in April 2026), which
Fitch assumes will be addressed in advance.

Issuer Profile

Ulker is the largest confectionery producer in Turkiye, with
presence in Saudi Arabia, Egypt, Kazakhstan, UAE and exporting
mainly to the rest of Middle East and North African countries but
also to the US, the UK, China and Japan.

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

Ulker Biskuvi Sanayi A.S. has an ESG Relevance Score of '4' for
Group Structure due to the complexity of the structure of its
parent company, Yildiz, and material related-party transactions.
This 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
   -----------              ------        --------   -----
Ulker Biskuvi
Sanayi A.S.           LT IDR BB  Affirmed            BB

   senior unsecured   LT     BB  Affirmed   RR4      BB




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

ARQIVA BROADCAST: Moody's Rates GBP500MM Secured Notes 'B1'
-----------------------------------------------------------
Moody's Ratings has assigned a B1 rating to GBP500 million of
backed senior secured notes due June 2030 to be issued by Arqiva
Broadcast Finance Plc (ABF) and unconditionally and irrevocably
guaranteed by, among others, its parent company Arqiva Broadcast
Parent Limited (ABPL). Concurrently, Moody's also assigned a Ba2
Corporate Family Rating and Ba2-PD probability of default rating to
ABPL. The outlook is stable.

RATINGS RATIONALE

The Ba2 CFR, with stable outlook, reflects as positives (1) the
Arqiva group's monopoly position as provider of terrestrial TV and
radio broadcasting network access and transmission services in the
United Kingdom; (2) its leading role in providing commercial
digital terrestrial television and radio capacity and managed media
services; and (3) the stability and predictability of cash flows
under long-term (and typically inflation-linked) contracts with
public service broadcasters and other media companies of generally
good credit quality. These credit strengths are offset by the risk
that technological developments, for example wider high-speed
broadband roll-out, and changing viewing patterns that favour
on-demand internet TV could disrupt Arqiva's core business model
over the longer term. This is assessed as part of demographic and
societal trends under Moody's approach for assessing environmental,
social and governance (ESG) risks, and reflected in an S-3 score.
While current licence and contract arrangements protect the group's
cash flow stability at least into the mid-2030s, an ongoing
government review into the long-term future of terrestrial
broadcasting could challenge Arqiva's business model after 2035.

To diversify its income stream, the group has entered into new
business areas, such as smart meter communications infrastructure,
but these activities currently account for only around 15% of
commercial EBITDA as reported by the company.

The Ba2 CFR also reflects, as a constraint, the relatively high
leverage of the consolidated group, with net debt to EBITDA broadly
around 4.5x at ABPL. While a partially amortising senior debt
structure may drive ongoing deleveraging, future financial
flexibility may be used to facilitate debt-funded distributions.

The rating also considers the terms of the proposed notes to be
issued by ABF as well as junior intercreditor agreements, which
Moody's believes are sufficient to ring-fence junior creditors from
subordinated claims under existing intercompany and shareholder
loans. Financial policy is a key governance consideration under
Moody's approach for assessing ESG risks. Moody's assigned a G-3
score to the Arqiva group, reflecting a complex group structure
with several layers of debt.

The B1 senior secured debt rating, for the proposed GBP500 million
backed senior secured notes due 2030 to be issued by ABF is two
notches below the CFR. This reflects (1) the presence of around
GBP1 billion of senior debt, issued as part of a ring-fenced senior
secured financing structure around the main operating subsidiaries
within the Arqiva group; and (2) the senior covenant package, which
restricts distributions, on which ABPL and ABF rely to service the
ABF notes, if certain ratio thresholds are breached. The structural
and contractual subordination of ABF creditors compared with senior
creditors to cash flows generated at operating company level
exposes ABF creditors to the risk of high loss severity in the
event of default, particularly in circumstances where any or all of
the financings with higher priority ranking have also defaulted.

The ABF notes include a net debt to EBITDA restricted payment test
at 4.6x and a debt incurrence test related to a Fixed Charge
Coverage Ratio of at least 2.0x. These are subject to carve-outs,
which allow the issuer to (i) maintain a GBP45 million liquidity
facility; (ii) incur additional debt of up 0.5x EBITDA; and (iii)
make distributions up to 0.25x of EBITDA. Nevertheless, Moody's
believes that the covenant restrictions provide some ring-fencing
protection from cash calls of the wider group.

The ABF notes are guaranteed on a senior secured basis by ABPL, as
well as two intermediate holding companies within the group, Arqiva
Financing No 2 Limited and Arqiva Broadcast Intermediate Limited,
and benefit from (1) first-ranking fixed and floating charges over
the shares of the guarantors, as well as some intercompany loans
and bank accounts of the guarantors; and (2) a floating charge over
all the assets of each of the guarantors and the issuer.

The proposed GBP45 million super-senior revolving credit facility
(RCF) is designed to cover 12 months forward looking interest costs
under the ABF notes in the event of a liquidity shortfall. This
would provide short-term liquidity protection in a scenario where
distributions out of the senior financing structure are temporarily
restricted or reduced. The RCF is guaranteed by the same entities
and shares the same collateral package but will rank senior to the
ABF notes in an enforcement scenario. The RCF will be subject to a
financial covenant, which would lead to an event of default under
this facility (and potentially cross-default into the ABF notes if
amounts outstanding declared due and payable exceed GBP25 million)
if net debt to EBITDA exceeds 6.0x. Moody's expects the group to
retain sufficient headroom against this covenant.

RATING OUTLOOK

The outlook is stable, reflecting Moody's expectations that the
consolidated group around ABPL will maintain Moody's-adjusted net
debt to EBITDA in the range of 4.0-5.0x over the next two to three
years. The stable outlook also reflects that potentially growing
uncertainty around the long-term future of terrestrial broadcasting
would be mitigated by ongoing deleveraging under partially
amortising senior debt financing arrangements.

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

Upward rating pressure is currently not envisaged. However, the
ratings could be considered for an upgrade if the Arqiva group were
to exhibit Moody's-adjusted net debt to EBITDA below 4.0x, and the
longer term future of terrestrial broadcasting remains underpinned
by strong government and public service broadcaster commitments
well beyond the mid-2030s.

Ratings could be downgraded if Moody's-adjusted net debt to EBITDA
were likely to exceed 5.0x. Downward rating pressure could arise if
(1) demand for Arqiva's core media services appeared likely to
weaken as a result of changes to policy, broadcaster or consumer
preferences, unless the adverse credit implications are offset by
stronger financial metrics or new activities with stable and
predictable cash flows; (2) covenant headroom at the senior
financing structure were to reduce, making a distribution block
more likely; or (3) the holding company experienced a weakening
liquidity profile, including from distributions received from the
senior group being insufficient to cover holding company debt
service.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Communications
Infrastructure published in February 2022.

ABPL's Ba2 CFR is two notches above the historical
scorecard-indicated outcome of B1. This reflects Moody's
expectations that ongoing deleveraging will strengthen key ratios
over time and mitigate against the evolving business risk.

Arqiva Broadcast Finance Plc (ABF) is the financing vehicle of
Arqiva Broadcast Parent Limited (ABPL), a holding company within
the Arqiva group, which owns and operates a portfolio of
communications infrastructure assets in the UK and provides
television and radio broadcast services as well as connectivity and
communications solutions in the media and utility industries,
including smart metering for gas, electricity and water utilities.


BLETCHLEY PARK 2025-1: DBRS Finalizes CCC Rating on Class X2 Notes
------------------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings on
the notes issued by Bletchley Park Funding 2025-1 PLC (the Issuer)
as follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at BB (sf)
-- Class X1 Notes at B (low) (sf)
-- Class X2 Notes at CCC (sf)

The finalized credit rating on the Class E notes is higher than the
provisional credit rating Morningstar DBRS assigned because of the
lower cost of funding in the transaction after the notes priced.

The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date in January 2070. The credit ratings on the
Class B, Class C, Class D, and Class E notes address the timely
payment of interest once they are the most senior class of notes
outstanding and, until then, the ultimate payment of interest and
the ultimate repayment of principal on or before the final maturity
date. The credit ratings on the Class X1 and Class X2 notes address
the ultimate payment of interest and principal on or before the
final maturity date.

Morningstar DBRS does not rate the residual certificates also
issued in this transaction.

CREDIT RATING RATIONALE

The transaction represents the issuance of residential
mortgage-backed securities (RMBS) backed by first-lien, buy-to-let
(BTL) mortgage loans granted by Quantum Mortgages Limited (QML or
the Originator) in the UK.

The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in the UK. This is QML's second RMBS transaction, with
the inaugural transaction, Bletchley Park Funding 2024-1, closing
in August 2024. QML is a UK specialist property finance lender that
has been offering loans to customers in England, Wales, and
Northern Ireland since May 2022. QML's BTL business targets
professional portfolio landlords, often real estate companies or
SPVs, which it acquires through the broker marketplace.

The Issuer issued five tranches of collateralized mortgage-backed
securities (the Class A, Class B, Class C, Class D, and Class E
notes) to finance the purchase of the portfolio. Additionally, the
Issuer issued two classes of noncollateralized notes (the Class X1
and Class X2 Notes).

The transaction is structured to initially provide 12.75% of credit
enhancement to the Class A notes. This includes subordination of
the Class B to the Class E notes.

The transaction features a fixed-to-floating interest rate swap,
given that nearly the entire pool (99.5% by loan balance) is
composed of fixed-rate loans with a compulsory reversion to
floating-rate in the future. The liabilities pay a coupon linked to
the daily compounded Sterling Overnight Index Average. NatWest
Markets Plc (NatWest) is the swap counterparty as of closing. Based
on Morningstar DBRS' credit rating on NatWest (A (high) with a
Stable trend), the downgrade provisions outlined in the documents,
and the transaction structural mitigants, Morningstar DBRS
considers the risk arising from the exposure to the swap
counterparty to be consistent with the credit ratings assigned to
the rated notes as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

Citibank, N.A., London Branch (privately rated by Morningstar DBRS)
acts as the issuer account bank in the transaction and holds the
Issuer's transaction account, the liquidity reserve fund (LRF), and
the swap collateral account, while Barclays Bank PLC was appointed
as the collection account bank. Morningstar DBRS has a Long Term
Critical Obligations Rating of AA (low) and a Long-Term Issuer
Rating of "A" on Barclays Bank PLC, both with Stable trends. Both
entities meet the eligible credit ratings in structured finance
transactions and are consistent with the credit ratings assigned to
the rated notes as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

Liquidity in the transaction is provided by an LRF, which is
amortizing and sized at the lower of 1.4% of the Class A and Class
B notes' balance at closing and 2.0% of the Class A and Class B
notes' outstanding balance. It covers senior costs and expenses,
swap payments, and interest shortfalls for the Class A and Class B
notes. The LRF was fully funded at closing using part of the
collateralized notes' issuance proceeds and will be subsequently
funded through excess spread. Any liquidity reserve excess amount
will be applied as available principal receipts, and the reserve
will be released in full once the Class B Notes are fully repaid.
In addition, the Issuer can use principal to cover senior costs and
expenses, swap payments, and interest on the most senior class of
notes outstanding and on the Class B to Class E notes provided
their relevant principal deficiency ledger is not greater than 10%
of the respective class outstanding principal amount. Principal can
be used once the LRF has been exhausted. Interest shortfalls on the
Class B to Class E notes, as long as they are not the most senior
class outstanding, may be deferred and not be recorded as an event
of default until the final maturity date or such earlier date on
which the notes are fully redeemed or become the most senior class.
Interest shortfalls on the Class X1 and Class X2 Notes can be
deferred until the notes' redemption or maturity.

Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:

-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;

-- The credit quality of the mortgage portfolio and the servicer's
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine and analyzed the mortgage
portfolio in accordance with its "European RMBS Insight
Methodology";

-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, Class X1, and Class X2 notes according to the terms of the
transaction documents;

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents;

-- Morningstar DBRS' sovereign credit rating on the United Kingdom
of Great Britain and Northern Ireland of AA with a Stable trend as
of the date of this press release; and

-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology and the presence of
legal opinions that address the assignment of the assets to the
Issuer.

Notes: All figures are in British pound sterling unless otherwise
noted.


HOPS HILL NO. 5: Fitch Assigns 'BB+(EXP)sf' Rating on Class E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Hops Hill No.5 PLC (Hops Hill) expected
ratings.

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

   Entity/Debt           Rating           
   -----------           ------           
Hops Hill No.5 plc

   A                 LT AAA(EXP)sf  Expected Rating
   B                 LT AAA(EXP)sf  Expected Rating
   C                 LT A+(EXP)sf   Expected Rating
   D                 LT BBB+(EXP)sf Expected Rating
   E                 LT BB+(EXP)sf  Expected Rating

Transaction Summary

Hops Hill is a securitisation of buy-to-let mortgages originated in
England and Wales by Keystone Property Finance Limited. The
transaction contains about 12% of collateral securitised in
previous Hops Hill transactions as well as more recent
origination.

KEY RATING DRIVERS

Low Seasoned Assets: Over 95% of loans in the provisional mortgage
pool were originated in and after 2024. The pool has a weighted
average (WA) original loan-to-value (LTV) of 74.9% and a WA current
LTV of 74.8%, leading to a WA sustainable LTV of 85.9%. The pool
also has a Fitch-calculated WA interest coverage ratio of 90.8%.

Pre-Funding Mechanism: The transaction contains a pre-funding
mechanism through which further loans may be sold to the issuer
with proceeds from over-issuance of the notes at closing standing
to the credit of the pre-funding reserves. Additional loan
conditions have been set at limits that mitigate any material risks
of potential migration of the portfolio's credit profile.

The current portfolio is already very close to these limits. As a
result, Fitch has not applied additional portfolio migration
stresses in its analysis, as the current pool composition reflects
a scenario already near or at the boundaries defined by the
transaction documentation. This limits the potential for further
adverse migration from new loan additions and has been factored
into the rating analysis.

Alternative Prepayment Rates: Hops Hill contains a high proportion
of fixed-rate loans subject to early repayment charges. The point
at which these loans are scheduled to revert from a fixed rate to
the relevant follow-on rate will likely determine when prepayments
occur. Fitch has therefore applied an alternative high prepayment
stress tracking the fixed-rate reversion profile of the pool. The
prepayment rate applied is floored at the high prepayment rate
assumptions produced by ResiGlobal: UK and capped at a maximum 40%
a year.

Over-Reliance on Excess Spread: Fitch has capped the rating of the
class E notes at 'BB+sf' due to excessive reliance on excess spread
to meet interest and principal payments. Under Fitch's Global
Structured Finance Rating Criteria, ratings are capped when there
is significant structural reliance on excess spread, as this income
is considered volatile and may not be sustainable under stress
scenarios.

Its cash flow analysis indicates that in the absence of excess
spread, the notes may be unable to meet their payment obligations,
which constrains the achievable ratings. The class D notes' rating
has less sensitivity to excess spread. Fitch did not consider this
excessive but assigned a rating one notch below the model-implied
rating to account for the potential variability of excess revenue
funds.

Fixed Hedging Schedule: At closing, the issuer will enter a swap
agreement to mitigate the interest rate risk arising from the
fixed-rate mortgage loans before their reversion date. The swap is
based on a pre-defined schedule, rather than on the balance of
fixed-rate loans in the pool. If loans prepay or default, the
issuer will be over-hedged. The excess hedging is beneficial to the
issuer in a rising interest-rate scenario and detrimental in
decreasing interest rate scenarios.

Unhedged Basis Risk: The pool includes 4.0% of loans linked to Bank
of England base rate (BBR). The rest comprise fixed-rate loans
reverting to BBR plus a margin. The fixed to floating interest rate
risk is hedged. Fitch has stressed the transaction cash flows for
basis risk between BBR and SONIA, in line with its UK RMBS Rating
Criteria.

Product Switches: Switches in repayment types are limited. Before
the step-up date, there are few and generic limitations on the
potential changes to loan interest rates upon switch. Fitch
therefore modelled use of interest rate conversions to stress any
excess spread in the asset portfolio and hedging interest rate
mismatches.

RATING SENSITIVITIES

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

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's
base-case expectations may result in negative rating action on the
notes. Fitch found that a 15% increase in the WA foreclosure
frequency (FF), along with a 15% decrease in the WA recovery rate
(RR), would lead to downgrades of up to one notch for the class B,
C and D notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WARR of 15% would lead to upgrades of up
to three notches for the class D notes.

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

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

DATA ADEQUACY

Fitch 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.


MOBICO GROUP: Moody's Cuts CFR to 'B2', Outlook Negative
--------------------------------------------------------
Moody's Ratings has downgraded Mobico Group PLC's (Mobico)
long-term corporate family rating to B2 from Ba2. At the same time
Moody's have downgraded the company's probability of default rating
to B2-PD from Ba2-PD. Moody's have also downgraded the rating of
the company's GBP1.5 billion backed senior unsecured medium term
note (MTN) programme to (P)B2 from (P)Ba2, the rating of its GBP250
million backed senior unsecured medium term notes due 2028 and the
rating of its EUR500 million backed senior unsecured medium term
notes due 2031 to B2 from Ba2. The rating of its GBP500 million
perpetual subordinated non-call fixed rate reset notes were
downgraded to Caa1 from B1. The outlook is negative, previously the
ratings were on review for downgrade.

The rating action concludes the review for downgrade Moody's
initiated on 9 May 2025 and reflects Moody's expectations of a
slower debt reduction compared to previously following the
company's announcement on April 25 of the disposal of its North
American School Bus (NASB) operations. The sale will result in cash
proceeds well below Moody's expectations, with the result that any
potential debt reduction will not entirely offset the reduced scale
and geographic/regulatory diversity of Mobico's operations as a
result of the disposal. That said, Moody's also note, more
positively, that the disposal will reduce the company's future
capital expenditure.  Significant operational uncertainties also
remain faced by the company, particularly in relation to ongoing
regulatory changes in its Spanish Long Haul operations, which
Moody's expects to continue to generate a significant proportion of
Mobico's EBITDA over the next two to three years.

More positively, Moody's note the company's good track record in
renewing its concessions, its somewhat lower capex and the
strengthening of its liquidity position following the upcoming
disposal of the NASB business, as well as its substantial and 95%
unencumbered owned bus fleet.

RATINGS RATIONALE      

Mobico's B2 rating reflects the company's role in the highly
regulated transportation business, a high proportion (over 70%) of
contracted and concession revenues independent of passenger demand
and a degree of support from various national and local
governments. Mobico's diversified geographic presence, with
operations in Spain, the UK, North America and Germany has not
translated in operational stability in the last two years, with
increasing dependency of earnings on the profitability of the
Spanish operations.

The rating is mainly constrained by the company's weak debt metrics
and uncertainties surrounding the regulatory framework in Spain
and, to a lesser degree, the prospects for a potential recovery of
the earnings generated in the UK bus and coach businesses as well
as the pace of recovery of the German railway operations. The debt
metrics are largely driven by large capital investments and ongoing
cost pressures, notably around drivers' wages across all its
operations and fuel costs.

The gross debt / EBITDA ratio stood at 7.2x as at December 31, 2024
on a Moody's-adjusted basis, down from 10.9x in 2023. The coverage
of interest expenses, defined as Moody's adjusted EBITDA-Capex to
Interest expense, remained very weak at 0.2x in 2024, and free cash
flow was negative at GBP50 million, or around 2% of Moody's
adjusted gross debt. Moody's anticipates leverage (Moody's adjusted
gross debt to EBITDA) will reduce to around 6.0x-6.5x over the next
two years (2025 and 2026). Moody's expects the interest coverage,
measured as above, will improve to 0.8x-1x over the same period,
with negative free cash flows reducing but remaining in negative
territory in low to mid-single-digits in percentage of Moody's
adjusted gross debt. Moody's have assumed completion of the sale of
the NASB business in July.

Mobico is currently renegotiating key contracts in the UK Bus and
German Rail businesses. Moody's expects an improvement of the
performance of the UK Bus operations as a result of these
negotiations. With more franchising contracts potentially coming up
in the UK, including the West Midlands, the company is also
discussing opportunities with local authorities, which could
positively impact on Mobico's revenue and profits. Moody's
understands that the ongoing discussions with public transport
authorities in Germany are challenging and that the company as a
whole could be negatively impacted by exiting these operations
without mutual agreement between the parties. Moody's understands
that negotiations remain constructive and both parties are working
towards a mutual agreement.

The Spanish operations currently generate the bulk of Mobico's
earnings. ALSA, the group's franchise in Spain, operates regional
and long haul bus lines, with the latter generating less than 20%
of ALSA's revenue but a greater percentage of earnings. A
Sustainable Mobility Law has been subject to ongoing delays and,
while still under Parliamentary review, is not expected to be
approved before the end of 2025. As part of this framework a new
concessional map has been proposed, with next steps expected to be
proposed by end 2025.

The current rating factors in Moody's expectations that Mobico will
be able to renew the vast majority of its concessions and broadly
maintain its current earnings levels in Spain, with only some
moderate and temporary pressure on the earnings generated by the
long-haul operations. By end by 2027, all the company's Long Haul
concessions in Spain will undergo renewals. Although the number of
concessions is high, Moody's understands that revenue and, in
particular, earnings concentration is elevated. More positively,
Moody's note that Mobico has a good track record in extending its
concessions.

The concession renewal process in Spain has been delayed for more
than a decade - some franchises expired in 2012 and have not yet
been tendered - and the renewal/expiration dates can be subject to
further delays depending on the ongoing discussion of the Mobility
Law in the Spanish parliament. Government support in the form of
vouchers for travelers is expected to continue in some form but is
not included in Moody's forecasts pending a decision in the Spanish
parliament.

LIQUIDITY

Mobico had GBP245 million of cash on balance sheet at the end of
last year and expects to receive GBP280 million net proceeds from
the sale of the US school bus business early in the third quarter
of 2025. The company does not disclose the minimum cash levels to
run its operations but has an internal governance guidance to
ensure it has sufficient liquidity to cover seasonal operational
and non-operational cash flow requirements. Based on this guidance,
Mobico aims to maintain a minimum GBP300 million in cash on balance
sheet and undrawn committed facilities at all times. At the end of
2024, the company's liquidity was significantly above this minimum
level.

Mobico has access to committed revolving credit facilities totaling
GBP600 million, fully available at the end of 2024, of which GBP29
million mature in 2028 and GBP571 million in 2029.  Availability
under the company's credit lines is subject to two key bank
covenant tests: a 3.5x test for interest cover. At December 31,
2024, covenant gearing was 2.8x (December 2023: 3.0x) and interest
cover was 4.6x (December 2023: 5.2x).

Debt maturities include private placements worth a combined GBP405
million, of which around GBP234 million (sterling equivalent) are
due between May and June 2027, with the balance due between
2030-32. Also, GBP250 million backed senior unsecured medium term
notes are due in 2028 and EUR500 million backed senior unsecured
medium term notes in 2031.

Assuming completion of the sale of the North American school bus
business, Moody's anticipates that Mobico will have sufficient cash
on balance sheet to meet its 2027 debt maturities. The company also
has GBP500 million Perpetual Subordinated Non-Call Fixed Rate Reset
Notes (the subordinated "Hybrid Notes") outstanding, with a first
call date between November and February 2025. Moody's assumes that
these notes will remain in the capital structure, resulting in
almost doubling interest expenses due to the notes' coupon step
up.

The net book value of Mobico's public service vehicles amounted to
around GBP950 million as at December 2024 and was 95%
unencumbered.

STRUCTURAL CONSIDERATIONS

Mobico's B2 CFR and (P)B2 GBP1.5 billion backed senior unsecured
MTN programme and rated issuance thereunder reflects the senior
unsecured nature of the rated debt. The 2028 and 2031 notes issued
under the programme are guaranteed by the group's 100% owned UK bus
subsidiary West Midlands Travel Limited. Because the guarantor
represents only a small fraction of the group's earnings, Moody's
considers that the notes do not benefit from the operating
companies' (and notably ALSA) guarantees and therefore these notes
are structurally subordinated to the operating companies' bank loan
facilities. This is offset by the loss absorption provided by the
hybrids.

Following the rating action, the Hybrid Notes are rated Caa1, two
notches below the company's corporate family rating of B2. It is a
deeply subordinated debt instrument, pari passu with the lowest
ranked preference share, and includes an optional cumulative coupon
skip exercisable by the issuer. The instrument is perpetual, with
optional redemption rights for the issuer by notice or in
circumstances such as changes in accounting, tax or equity credit
treatment, and can only be accelerated by the holders on a payment
default under the terms in relation to payment obligations.

ESG CONSIDERATIONS

Mobico's ESG Credit Impact Score of CIS-4 reflects the company's
recent track record and a number of challenges. Mobico has
significant exposure to environmental risks, driven by carbon
transition and pollution risks related to its transportation fleet
(including higher capex), and to social risks in connection with
regulatory pricing pressure and rising personnel costs, which have
had a greater impact on the company's operations than Moody's had
anticipated. In terms of governance, the company has operated
outside its stated financial policy and stated that the timeline of
its net leverage reduction, to its target of 1.5x-2x from 3x at the
moment based on its covenant definition, has shifted to 2027 from
2024. The sale of the US school bus business is expected to be
completed in July potentially resulting in proceeds well below
Moody's expectations. The unexpected departure of the company's CEO
is also negatively weighing on the score.

RATING OUTLOOK

The negative outlook reflects the company's still weak positioning
in the B2 rating category given Moody's projected debt metrics. The
rating could be stabilized if the company is able to improve the
underlying profitability of its long term contracts as a result of
ongoing negotiations with key customers in the UK and Germany or it
is able to benefit from ongoing regulatory changes in Spain.

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

Moody's would consider upgrading the rating if Mobico's scale,
diversity and credit metrics improve from current levels, as
evidenced by Moody's adjusted gross debt to EBITDA below 5.5x, and
Moody's adjusted (EBITDA minus capex) to interest expense above 1.
5x, and meaningfully positive free cash flows. An upgrade would
also require maintenance of its current strong liquidity profile as
well as evidence of solid execution and sustained margin
improvements.

The rating could be downgraded if the company's operating
performance and debt metrics fail to improve, as evidenced by
Moody's adjusted gross debt to EBITDA above 6x, or Moody's adjusted
(EBITDA – Capex) to interest expense below 1.25x, or if free cash
flows remains negative. A deterioration of the company's liquidity
could also pressure the rating, including failure to refinance
upcoming debt maturities – excluding the hybrid notes – well
ahead of due date.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Passenger
Railways and Bus Companies published in August 2024.

The difference between the scorecard-indicated rating of Ba3 and
the B2 rating assigned reflects the company's weak
(EBITDA-Capex)/Interest Expense ratio and negative free cash
flows.

COMPANY PROFILE

Listed in the UK, Mobico is a provider of transit bus, school bus,
coach, shuttle, and other road transit services in the UK, Spain,
North America (mostly the US), Morocco, Switzerland, Portugal,
France, and Saudi Arabia, and an operator of railway services in
Germany. Mobico reported revenues of GBP3.4 billion and Moody's
adjusted EBITDA of GBP290 million in 2024.


MODULAIRE GROUP: Fitch Rates New EUR1.9-Bil. Secured Debt 'B+(EXP)'
-------------------------------------------------------------------
Fitch Ratings has assigned Modulaire Group Holdings Limited's and
BCP V Modular Services Finance II PLC's planned EUR1.9 billion
senior secured debt an expected long-term rating of 'B+(EXP)' with
a Recovery Rating of 'RR3'.

Fitch has affirmed BCP V Modular Services Holdings III Limited's
Long-Term Issuer Default Rating (IDR) at 'B' with Stable Outlook,
BCP V Modular Services Finance PLC's EUR435 million senior
unsecured long-term rating at 'CCC+'/'RR6' and Modulaire Group
Holdings Limited's and BCP V Modular Services Finance II PLC's
existing senior secured debt at 'B+'/'RR3'.

Proceeds from the planned issuances will be used to refinance some
existing obligations and to free up capacity on the group's EUR350
million senior secured revolving credit facility (RCF). As a
result, Fitch expects the issuances to be broadly leverage-neutral
and to modestly improve Modulaire's funding and liquidity profile.

Key Rating Drivers

Planned Senior Secured Debt Issuance: Modulaire intends to issue a
combined total of EUR1.9 billion term loan B and other senior
secured debt. Key terms are largely in line with Modulaire's
existing senior secured term loan B. Fitch expects recoveries for
senior secured debtholders to exceed 50%, resulting in a long-term
rating of 'B+(EXP)'/'RR3', one notch above Modulaire's Long-Term
IDR. Estimated recoveries for senior unsecured debtholders remain
zero (RR6), resulting in a rating two notches below Modulaire's
Long-Term IDR at 'CCC+'.

Leverage Constrains IDR: Fitch expects the transaction to be
broadly leverage neutral, but Modulaire's cash flow leverage
remains high (gross debt/EBITDA at around 7.2x at end-March 2025
pro forma for the planned debt issuance) and constrains its
Long-Term IDR. Leverage marginally increased in 1Q25 (6.9x at
end-2024) as a result of a 2.4% year-on-year reduction in EBITDA.
Fitch expects EBITDA growth in 2025 to remain subdued due to
continued challenging conditions in Modulaire's French and UK core
markets.

In the medium term, Fitch expects Modulaire to continue to
deleverage as a result of increasing cost efficiency programs,
continued repricing, increasing cross-selling of ancillary
value-added products and solutions (VAPS), improving construction
markets and more modest capex spend.

Sound European Modular Space Franchise: Modulaire's Long-Term IDR
reflects its large franchise within European modular leasing, where
it has achieved increasing penetration for its VAPS offering (such
as furnishings and system installations) along with sound
utilisation rates for its core assets. Fitch views Modulaire's
franchise in the modular leasing sector as well established,
encompassing operations in Europe and APAC, with VAPS (estimated
65% penetration in 2024) offering improved pricing power relative
to the more homogenous modular market.

About a fifth of revenues is from the construction industry, but
potential volatility of rental demand is mitigated by
diversification into other markets that are less susceptible to
economic swings, such as healthcare, education and housing, as well
as by revenue from sales of units.

Flat EBITDA: Modulaire's revenue visibility benefits from rental
duration averaging 30 months, stable utilisation patterns, and
extended lead times for delivery and installation of typically
three to four months. The company recorded a pre-tax loss in 2024
and 1Q25, but its underlying EBITDA margin (post IFRS 16) remained
broadly stable at around 33%, aided by increasing VAPS penetration
despite lower volumes, and diversification to non-construction
related offerings. Capex is discretionary in the event of reduced
demand, as demonstrated in previous quarters.

Important Infrastructure Provider: Utilisation rates have
historically been sound at around 85% and continue to be supported
by infrastructure demand for modular buildings and the high
disincentive for temporary withdrawal, given the associated costs
and logistical relocation requirements.

Adequate Liquidity: At end-March 2025, Modulaire had total
liquidity of EUR269 million, consisting of EUR111 million of cash,
EUR13 million available under a committed asset-backed loan
facility, and EUR145 million available under its committed RCF.
Modulaire faces no significant short-term debt maturities with its
nearest material debt maturity (EUR1.05 billion equivalent in
senior secured notes) in November 2028.

Debt Funding Largely Hedged: All of Modulaire's current senior
secured notes and term loan B are fixed or hedged until end-2025,
and EUR320 million as far as 3Q26. Interest coverage has
historically been weak on account of its high debt levels, and
Fitch expects it to remain modest at around 2x over the next 12-18
months.

RATING SENSITIVITIES

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

- Cash flow leverage consistently in excess of 7x, because of
weakened cash flow generation or increased debt

- A reduction in the interest cover ratio towards 1x, unless for
specific short-term reasons

- Deteriorating pre-tax profitability, for example, from declining
asset utilisation metrics or rental margins, undermining debt
service and limiting capital accumulation

- Evidence of increased risk appetite, for example, from a
weakening of the corporate governance framework, dilution of risk
control protocols, or prioritisation of upstreaming earnings over
long-term deleveraging

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

- A sustained reduction in gross cash flow leverage towards 5x, or
an improvement in the interest cover ratio towards 4x

- Significantly enhanced franchise or business model
diversification, within the broader modular space sector

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

BCP Finance, BCP Finance II and MGHL Senior Secured and Unsecured
Debt

All outstanding debt and Modulaire's RCF benefit from guarantor
coverage of 80% of security group EBITDA. Fitch estimates
recoveries for senior secured debtholders result in a long-term
rating at one notch above Modulaire's Long-Term IDR, at 'B+' with
'RR3'.

In view of the group's volume of higher-ranking senior secured
debt, estimated recoveries for BCP Finance's senior unsecured debt
are zero, resulting in a rating at two notches below Modulaire's
Long-Term IDR, at 'CCC+' with 'RR6'.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

BCP Finance II and MGHL Senior Secured Debt

- The ratings of the senior secured debt issued by BCP Finance II
and MGHL are primarily sensitive to a change in Modulaire's
Long-Term IDR, from which they are notched

- Changes leading to a material reassessment of recovery prospects,
for example movements in equipment valuation, could trigger a
change in the notching either up or down

- A shift in the balance of Modulaire's total debt between senior
secured and senior unsecured sources, could also trigger a change
in the notching either up or down

BCP Finance Senior Unsecured Debt

- The rating of the senior unsecured debt issued by BCP Finance is
primarily sensitive to a change in Modulaire's Long-Term IDR, from
which it is notched

- Changes leading to a material positive reassessment of recovery
prospects, for example movements in equipment valuation, or a
decline in the proportion of Modulaire's total debt drawn from
higher-ranking senior secured sources, could reduce the notching
between Modulaire's IDR and BCP Finance's unsecured debt.

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
   -----------            ------                 --------   -----
BCP V Modular
Services Finance
II PLC

   senior secured     LT B+(EXP) Expected Rating   RR3

   senior secured     LT B+      Affirmed          RR3      B+

Modulaire Group
Holdings Limited

   senior secured     LT B+(EXP) Expected Rating   RR3

   senior secured     LT     B+  Affirmed          RR3      B+

BCP V Modular
Services Holdings
III Limited           LT IDR B   Affirmed                   B

BCP V Modular
Services Finance
PLC

    senior
   unsecured          LT     CCC+ Affirmed         RR6      CCC+


PEGASUS ELECTRICAL: Marshall Peters Named as Administrators
-----------------------------------------------------------
Pegasus Electrical & Fire Ltd was placed into administration
proceedings in the Manchester County Court, Court Number: No
CR-2025-MAN, and Lee Morris of Marshall Peters was appointed as
administrators on June 18, 2025.  

Pegasus Electrical specialized in the servicing of electrical and
fire systems.

Its registered office is at Marshall Peters, Heskin Hall Farm, Wood
Lane, Heskin, Preston, PR7 5PA

Its principal trading address is at 2 Effingham Croft Downlands
Lane, Copthorne, Crawley, RH10 3HX

The joint administrators can be reached at:

         Lee Morris
         Marshall Peters
         Heskin Hall Farm, Wood Lane
         Heskin, Preston, PR7 5PA
         Tel No: 01257 452021

For further details, contact:

          Millie Baker
          Marshall Peters
          Heskin Hall Farm, Wood Lane
          Heskin, Preston, PR7 5PA
          Email: milliebaker@marshallpeters.co.uk
          Tel No: 01257 452021


RIDERS CONSORTIUM: AMS Business Named as Administrators
-------------------------------------------------------
The Riders Consortium Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Manchester, No 000799 of 2025, and Gareth Howarth of AMS
Business Recovery Limited was appointed as administrators on June
17, 2025.  

The Riders Consortium Limited specialized in the retail sale of
sports goods, fishing gear, camping goods, boats and bicycles.

Its registered office is at 28 Beechwood Park, Loddiswell,
Kingsbridge, Devon, England, TQ7 4BY

Its principal trading address is at Unit 7, Robins Park,
Loddiswell, Kingsbridge TQ7 4RU

The joint administrators can be reached at:

               Gareth Howarth
               AMS Business Recovery Limited
               1 Hardman Street
               Manchester M3 3HF
               Tel No: 0161 413 0999

For further details, contact:

               Scott Shaw
               AMS Business Recovery Limited
               1 Hardman Street
               Manchester, M3 3HF
               Email: scott.shaw@groupams.co.uk
               Tel No: 0161 413 0999


SKIDDAW LOGISTICS: Moorfields Named as Administrators
-----------------------------------------------------
Skiddaw Logistics Ltd was placed into administration proceedings in
The High Court of Justice, Business and Property Courts in
Manchester Insovency and Companies List, Court Number:
CR2025MAN000885, and Michael Solomons and Andrew Pear of Moorfields
were appointed as administrators on June 19, 2025.  

Skiddaw Logistics specialized in postal activities under universal
service obligation.

Its registered office is at Moorfields, 6 South Preston Office
Village, Bamber Bridge, Preston, PR5 6BL

Its principal trading address is at Unit 4 Long Island Park,
Carlisle, CA2 5AS

The joint administrators can be reached at:

       Michael Solomons
       Andrew Pear
       Moorfields
       82 St John Street
       London, EC1M 4JN
       Tel No: 01772 500824

For further details, contact:

        Kathryn Valentine
        Moorfields
        82 St John Street
        London EC1M 4JN
        Email: kathryn.valentine@moorfieldscr.com
        Tel No: 01772 500826


TAURUS 2025-3: DBRS Gives Prov. BB Rating on Class E Notes
----------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes to be issued by Taurus 2025-3 UK DAC
(the Issuer):

-- Class A at (P) AAA (sf)
-- Class B at (P) AA (sf)
-- Class C at (P) A (low) (sf)
-- Class D at (P) BBB (low) (sf)
-- Class E at (P) BB (sf)

CREDIT RATING RATIONALE

The transaction is a securitization of a GBP 281.0 million
floating-rate commercial real estate loan originated by Bank of
America N.A., London Branch (the lender or the loan seller) and
backed by a portfolio of 14 industrial and logistics (I&L)
properties and one retail park in England, which are collectively
owned and managed by Starlight Bidco Limited, an entity controlled
by funds managed and/or advised by the Starwood Capital Group or
its affiliated entities (Starwood or the Sponsor). The borrower is
Bluebird Subholdco Limited, a noncellular company incorporated in
Guernsey and ultimately owned and controlled by the Sponsor.

The loan is regulated by a facility agreement, which will be
entered into by the lender and the borrower on or around the
closing date. The loan is divided into two pari passu facilities:
the 68% loan-to-value ratio (LTV) Facility A, which totals GBP
271.0 million, and the 70% loan-to-cost ratio (LTC) Facility B (the
capex facility), which totals GBP 10.0 million. Facility A will
refinance the borrower group's existing indebtedness and other
corporate expenses, whereas the capex facility will finance part of
the GBP 14.2 million capital expenditure (capex) works planned by
the Sponsor over the loan term.

On 21 March 2025, Cushman & Wakefield (C&W) conducted valuations on
each of the 15 properties and appraised their aggregate market
value (MV) at GBP 398.8 million. C&W also valued the property
portfolio at GBP 416.3 million (the portfolio MV) on the assumption
that the assets transact as a single portfolio sale and, as such,
incur lower transaction costs. This translates into a day-one LTV
of 70.5% and 67.5% based on the aggregate MV and the portfolio MV,
respectively.

As of 10 March 2025 (the cut-off date), the property portfolio
offered a total of 2.9 million square feet (sf) of gross lettable
area (GLA) let to 51 different tenants at an occupancy level of
95.1%. Physical vacancy is mostly concentrated in a single I&L
property in Birmingham, which represents 127,069 sf of lettable
area, reflecting 4.4% of the total portfolio's GLA, that was fully
vacant as at cut-off date. The Sponsor has budgeted around GBP 2.0
million capex to refurbish the building to better standards and
improve its Energy Performance Certificate credentials prior to
reletting. In Morningstar DBRS' opinion, the strong occupational
demand for I&L properties in the relevant submarket and the
Sponsor's envisaged capex plan will facilitate the asset reletting
at market rent.

At cut-off, the property portfolio generated GBP 21.7 million
in-place gross rental income (GRI) and GBP 21.5 million net
operating income (NOI), which reflects a day-one debt yield (DY) of
7.6%. The portfolio has a reported estimated rental value of GBP
28.6 million per C&W's valuation. On average, the property
portfolio is around 20% under-rented, and the Sponsor's business
plan focuses on capturing the portfolio's reversionary potential
through regearing leases at their next contractual rent review
dates, as well as improving property quality and creating
additional income through the substantial GBP 14.2 million capex
plan. The properties primarily house single tenants with only four
assets out of 15 having multiple tenants. The weighted-average (WA)
unexpired lease term (WAULT) of the portfolio is 7.3 years, and the
WA unexpired lease term to first break (WAULB) is 4.3 years.

The 14 industrial assets are in well-established I&L hubs with a
concentration in the Midlands (42.5% by aggregate MV) and the North
West (25.3%), with the remainder in the South East (15.2%). The
remaining 17.0% of the aggregate MV is represented by Newbury
Retail Park, approximately 1.5 miles to the south of Newbury's town
center (South East).

The property portfolio benefits from a diversified granular tenant
base and is let to 51 different tenants. The largest tenant is
Kimberly-Clark Limited (Kimberly-Clark), which occupies the whole
361,604 sf in the Revolution Park property. Kimberly-Clark is an
American investment-grade rated multinational consumer goods and
personal care corporation that produces mostly paper-based consumer
products. Kimberly-Clark is the largest tenant in the property
portfolio, contributing GBP 2.2 million GRI (10.2% of the total
portfolio's GRI) on a WAULB and WAULT of 3.3 years and 8.3 years,
respectively. No other tenant accounts for more than 9.0% of the
total GRI. The top 10 tenants account for GBP 14.2 million of GRI
or 65.4% of the total portfolio GRI.

Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the property portfolio is GBP 19.4 million per annum
(p.a.), which represents a haircut of 10.0% to the in-place
portfolio's NOI at cut-off. Based on Morningstar DBRS' long-term
capitalization rate (cap rate) assumption of 6.5%, the resulting
Morningstar DBRS Value is GBP 299.0 million, which reflects a
haircut of 25.0% to the C&W aggregate MV and 28.2% to the C&W
portfolio MV.

Before a permitted change of control (PCOC), the loan is interest
only and bears interest at a floating rate equal to three-month
Sterling Overnight Index Average (Sonia) plus a margin that will
reflect the WA margin payable on the notes. Pursuant to an ongoing
issuer costs letter entered into between the borrower and the
Issuer, the transaction's senior costs will be borne entirely by
the borrower. The loan is initially expected to mature on 18 July
2027 (the initial repayment date), with three one-year extension
options available to the borrower, which are conditional to
satisfactory hedging being in place and no event of default (EOD)
continuing. The fully extended maturity date of the loan is 18 July
2030 (the final maturity date). After a PCOC occurs, the borrower
is required to repay the aggregate outstanding principal amount of
the loan in quarterly instalments equal to 0.25% of the loan
outstanding balance at the PCOC date.

Within 15 business days of the loan utilization date, the borrower
shall ensure a hedging agreement is in place to hedge against
increases in the interest payable under the loan because of
fluctuations in the three-month Sonia. Morningstar DBRS understands
the initial hedging agreement will be in the form of a two-year
fully prepaid interest rate cap expiring on the initial repayment
date. The notional amount is expected to be equal to [100]% of the
loan's principal amount, and the strike rate has to be set at the
higher of [3.25]% p.a. and the rate that ensures that, as at the
date on which the relevant hedging transaction is contracted, the
hedged interest cover ratio (ICR) is not less than 1.25 times (x).
After the first three years, the borrower must ensure hedging
transactions are in place up until the final maturity date at a
strike rate that is not greater than the higher of (1) [3.25]% p.a.
and (2) the rate that ensures a hedged ICR of [1.4]x, and in both
cases for swaps, if lower, the market prevailing rate. Failure to
comply with any of the required hedging conditions outlined above
will constitute a loan EOD.

The loan features cash trap covenants based on DY and LTV, which
tighten after the first three years. The loan does not feature any
financial default covenants prior to the occurrence of a PCOC.
After the occurrence of a PCOC, at each interest payment date
(IPD), the borrower must ensure that the loan's LTV does not exceed
the LTV at the date of the PCOC plus 15% (on an absolute basis).
The DY, instead, must not fall below 85.0% of the higher of the DY
on the date of the PCOC and the day-one DY.

The Sponsor can dispose of any assets securing the loan subject to
the prepayment of loan principal up to each property's release
price, which is set as follows: (1) on the property known as
Newbury Retail Park (A) where such disposal occurs on or before the
first three years after the utilization date, 100% of the allocated
loan amount (ALA) attributable to that property; and (B) where such
disposal occurs thereafter, 105% of the ALA attributable to that
property; and (2) in respect of any other property, 110% of the ALA
attributable to that property.

On the closing date, the Issuer will acquire the whole interest in
the loan pursuant to the loan sale agreement. For the purpose of
satisfying the applicable risk retention requirements, Bank of
America Europe DAC as the Issuer lender will advance a GBP
14,050,000 loan (the Issuer loan) to the Issuer. The Issuer will
use the proceeds of the issuance of the notes, together with the
amount borrowed under the Issuer loan, to acquire the loan from the
loan seller.

The transaction will also benefit from a liquidity facility with a
total commitment of GBP 15.0 million, which will be provided by
Bank of America, N.A., London Branch (the liquidity facility
provider). The liquidity facility can be used to cover interest
shortfalls on the Class A, Class B, and Class C notes (the covered
notes) and certain proportionate payments under the Issuer loan.
Morningstar DBRS estimated that the Issuer liquidity reserve will
cover approximately [18] months of interest payments on the covered
notes, based on a maximum cap strike rate of [3.25%], and
approximately [14] months of interest payments, based on the Sonia
cap of [5.0%] after the notes expected maturity date.

The aggregate amount of interest due and payable on the Class E
notes is subject to an available funds cap where the shortfall is
attributable to an increase in the WA margin of the notes arising
from the allocation of sequential note principal (i.e., principal
proceeds originated from loan-level cash trap amounts) or as a
result of a final recovery determination of the loan.
The final legal maturity of the notes is [XX July 2032], five years
after the loan initial repayment date. The final legal maturity of
the notes shall be automatically extended where the final loan
repayment date is extended by the servicer or special servicer to
ensure that the final note maturity date always falls five years
after the latest loan repayment date. Morningstar DBRS is of the
opinion that, if necessary, this would provide sufficient time to
enforce on the loan collateral and ultimately repay the
noteholders.

Notes: All figures are in British pound sterling unless otherwise
noted.



                           *********


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
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Information contained herein is obtained from sources believed to
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