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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

          Wednesday, July 16, 2025, Vol. 26, No. 141

                           Headlines



A Z E R B A I J A N

KAPITAL BANK: S&P Affirms 'BB-/B' ICRs on Ecosystem Development


B E L G I U M

PACKAGING PRINTCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable


B U L G A R I A

MUNICIPAL BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2


G E R M A N Y

NEURAXPHARM ARZNEIMITTEL: Moody's Rates New Secured Term Loan 'B3'
PLATIN2025 ACQUISITION: Moody's Alters Outlook on B2 CFR to Stable


I R E L A N D

BAIN CAPITAL 2018-1: Moody's Cuts Rating on Class F Notes to Caa2
OCP EURO 2025-13: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes
RIVER GREEN 2020: Moody's Lowers Rating on EUR25.2MM B Notes to B2
RRE 26 LOAN: Moody's Assigns Ba3 Rating to EUR18.5MM Class D Notes


I T A L Y

BANCA UBAE: Fitch Alters Outlook on 'B+' Long-Term IDR to Positive
BENDING SPOONS: S&P Affirms 'B+' ICR, Outlook Stable


L I T H U A N I A

AKROPOLIS GROUP: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable


S P A I N

PAX MIDCO: S&P Upgrades ICR to 'B' on Solid Operating Performance


S W I T Z E R L A N D

CONSOLIDATED ENERGY: Moody's Cuts CFR to 'B3', Outlook Stable


T U R K E Y

FLO MAGAZACILIK: S&P Assigns Preliminary 'B' ICR, Outlook Negative


U N I T E D   K I N G D O M

AUXEY MIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
BOOTS GROUP: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
BOOTS GROUP: S&P Assigns Preliminary 'B+' Ratings, Outlook Stable
COUNTRYMANS CONTRACTORS: JT Maxwell Named as Administrator
FRONERI LUX: Moody's Rates New Senior Secured Notes Due 2032 'B1'

GROSVENOR SQUARE 2023-1: S&P Cuts D-Dfrd Notes Rating to 'BB+(sf)'
LANDMARK MORTGAGE NO. 2: S&P Affirms 'B- (sf)' Rating on D Notes
MSI GROUP: Cornerstone Business Named as Administrator
SUMMIT 1977: Begbies Traynor Named as Joint Administrators
TAURUS 2025-3 UK: Moody's Assigns Ba3 Rating to GBP31.95MM E Notes


                           - - - - -


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A Z E R B A I J A N
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KAPITAL BANK: S&P Affirms 'BB-/B' ICRs on Ecosystem Development
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Azerbaijan-based Kapital Bank OJSC. The outlook
on the long-term rating is positive.

S&P said, "We believe Kapital Bank's nascent ecosystem can
strengthen its position as a leading retail bank in Azerbaijan.
Kapital Bank's efforts to develop payment business through
PashaPay, and a marketplace through BirMarket under the joint brand
of "bir-" mirror the successful expansion path of banks in
Kazakhstan, Russia, and Uzbekistan. We understand early data
suggests that such banks benefit from lower customer acquisition
costs, as well as higher customer loyalty, lifetime value, and
daily usage. This can cement Kapital Bank's competitive standing in
Azerbaijan's retail banking market and differentiate it positively
from its peers. Although certain elements of the ecosystem (such as
e-commerce) continue to post losses on a stand-alone basis, we
understand their financial results are evolving along with the
plan."

The ecosystem's development has weighed on Kapital Bank's exemplary
profitability. Kapital Bank's return on assets has deteriorated
from 4.5% on average in 2018-2022 to 2.3% in 2024 on a consolidated
basis. This was mainly due to higher operating expenses (opex)
related to development of the ecosystem and digital capacity,
including at subsidiaries, which reached 6.7% of Kapital Bank's
average assets; and a steep increase in reserve requirement rates
to 20%. S&P said, "We believe however that cost control measures
planned for 2025 will keep opex growth under control in 2025-2026.
As a result, we expect the cost-to-income ratio to recover to less
than 60% and the return on assets to improve to 2.5%-2.8%,
exceeding the system average, which we project at 2.0%."

S&P said, "We expect Kapital Bank to operate with moderate capital
buffers. Our RAC ratio declined to 5.4% at year-end 2024 as the
bank rapidly expanded its lending book over 2023-2024 and we expect
it to stay in the range of 5.5%-6.0% in 2025-2026. We understand
the bank will slow its lending to small and midsize enterprises and
retail customers, aiming to focus on customers with greater
lifetime value. We also understand the target dividend payout ratio
was revised to 45% from 60%.

"The positive outlook reflects our expectation that Kapital Bank's
efforts to develop a digital ecosystem could further entrench its
already strong position in Azerbaijan's financial retail market
over the next 12-18 months.

"We could revise the outlook to stable if the bank's rapid growth
puts material pressure on its capitalization and asset quality, or
if it fails to maintain stronger-than-average returns.

"We could raise the ratings if we consider Kapital Bank's new
initiatives add value, more specifically if profitability improves
sustainably, exceeding the sector average, and operational
efficiency metrics recover toward historical levels. At least
moderate capital buffers, with the RAC ratio staying above 5% are
prerequisites for an upgrade."



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B E L G I U M
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PACKAGING PRINTCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
rating to Packaging PrintCo N.V. and PPC Finance B.V. S&P also
assigned its preliminary 'B' issue rating and preliminary '3'
recovery rating to the proposed EUR400 million TLB due in 2032.

S&P said, "The stable outlook reflects our expectation that S&P
Global Ratings-adjusted debt to EBITDA will near 5.1x at year-end
2025 and improve toward 4.4x by year-end 2026 on the back of the
full-year contribution of 2025's acquisitions. The outlook also
reflects annual free operating cash flow (FOCF) expectations of
about EUR24 million-EUR30 million in 2025 and 2026.

"Our preliminary 'B' rating on Asteria reflects the company's plans
to raise a EUR400 million senior secured TLB and an EUR80 million
RCF due in 2032. Proceeds will repay most of the current existing
financial debt (EUR270 million) and fund acquisitions, cash on the
balance sheet, and transaction fees. The proposed EUR80 million RCF
is assumed to be undrawn at the transaction's closing.

"We anticipate that, in 2025, S&P Global Ratings-adjusted debt to
EBITDA will be around 5.1x and funds from operations (FFO) to debt
will stand near 11.2%. We expect these metrics to improve in 2026,
with the full-year contribution of acquisitions made in 2025. For
that year, we estimate debt to EBITDA of 4.4x and FFO to debt of
13.3%. We assess Asteria's financial risk profile as highly
leveraged, due to its financial sponsor ownership. We believe that
the company's credit metrics could underperform our base case if
the group pursues further debt-funded acquisitions or other
aggressive financial policies, or if it fails to complete the
acquisitions planned for 2025-2026 (due to be funded with the
proposed TLB).

"In line with our criteria, we do not net cash available from our
debt calculations, given the group's financial sponsor ownership
and weak business risk profile. We forecast Asteria's S&P Global
Ratings-adjusted debt at around EUR447 million by end-2025. This
includes the proposed EUR400 million TLB, EUR20 million of
factoring utilization, around EUR20 million of on- and off-balance
sheet leases and around EUR7 million in other bank debt.

"We forecast FOCF of EUR24 million-EUR30 million per year in 2025
and 2026. We expect FOCF generation will be supported by solid
EBITDA generation (EUR88 million in 2025 and around EUR102 million
in 2026), low capital expenditure (capex) needs of about EUR22
million-EUR26 million (out of which around EUR5 million-EUR6
million are maintenance capex), and modest working capital needs
(about EUR3 million per year). We estimate interest payments at
around EUR29 million per year and tax payments at EUR12
million-EUR13 million per year. We expect integration-related
expenses after mergers and acquisitions will remain manageable."

Asteria's business risk profile reflects its leading niche position
and some stable markets. Asteria is the largest supplier of
self-adhesive labels to small and midsize enterprises (SMEs) in
Western Europe. It has a 5% market share in this very fragmented
market. Including larger customers (not only SMEs), Asteria is the
fourth-largest label supplier in Western Europe. Most of Asteria's
end markets are relatively stable with food accounting for 4% of
revenue, beverage for 10%, and pharma and health care for 7%. Other
segments (42% of sales) could be more cyclical and include labels
for packaging, homecare products, and cosmetics, among others.

S&P's assessment also reflects the modest (2%-3% per year) growth
prospects for the label segment. This growth will be supported by
increased food compliance and safety regulations (that is,
mandatory disclosure of additional information for food products),
and growing demand for more complex labels in the premium segment.
Entry barriers in this market are relatively low, due to modest
capital requirements. That said, new entrants need technical
know-how and a broad production footprint. Economies of scale also
provide a competitive advantage.

The assessment is supported by its printing locations, strong
customer relations, low customer churn, and no customer
concentration. Asteria's extensive plant network of 35 printing
locations across 10 countries allows it to service customers across
Europe, at short notice. Customer concentration is low; the largest
customer accounts for about 1.5% of sales and the top 10 customers
account for 10% of sales.

Asteria's business risk profile is constrained by its modest scale
and limited diversification in terms of product, geography, and
suppliers (versus other rated packaging companies). With S&P Global
Ratings-adjusted EBITDA of around EUR75 million in 2024, Asteria is
at the smaller end of our rated packaging players in Europe, the
Middle East, and Africa. That said, the company has largely grown
through acquisitions in recent years, and is likely to continue
such an expansion strategy in the future. Asteria's product range
is limited, as it mainly focuses on label printing. In addition to
this, most of its sales and assets are concentrated in Europe. It
also has a concentrated self-adhesive label supplier base, which
reflects the concentrated nature of the market.

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the right
to withdraw or revise our ratings. Potential changes include, but
are not limited to, use of loan proceeds, maturity, size and
conditions of the loans, financial and other covenants, security,
and ranking.

"The stable outlook reflects our expectation that S&P Global
Ratings-adjusted debt to EBITDA will be around 5.1x in 2025 and
improve toward 4.4x in 2026, on the back of the full-year
contribution of 2025's acquisitions. The outlook also reflects
forecast FOCF of EUR24 million-EUR30 million per year in 2025 and
2026."

S&P could consider a negative rating action on Asteria and its
subsidiaries if its credit metrics weakened such that:

-- FOCF generation was sustainably weaker than expected; or

-- EBITDA interest coverage sustainably declined below 2x.

S&P believes this could happen due to a more aggressive financial
policy (for example, due to debt-funded acquisitions, investments,
or shareholder returns) or a weaker operating performance (as a
result of, for instance, a sharp decline in demand, loss of key
contracts or the unsuccessful integration of acquisitions).

S&P views an upgrade as unlikely, given Asteria's appetite for
debt-funded acquisitions. That said, S&P could take a positive
rating action if:

-- Its S&P Global Ratings-adjusted debt to EBITDA declined toward
4x on a sustained basis and FOCF was robust; and

-- Its financial sponsor committed to such credit metrics.




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B U L G A R I A
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MUNICIPAL BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2
-----------------------------------------------------------------
Moody's Ratings has upgraded to A3 from Baa1 the long-term deposit
ratings of Eurobank Bulgaria AD (Postbank), and to Ba2 from Ba3 the
long-term deposit ratings of Municipal Bank AD (Municipal). Moody's
also upgraded Postbank's long- and short-term issuer ratings to
Baa2/P-2 from Baa3/P-3. The outlook on the long-term deposit and
long-term issuer ratings, where applicable, remains stable.

At the same time, Moody's upgraded Postbank's Baseline Credit
Assessment (BCA) to ba1 from ba2, its Adjusted BCA to baa3 from
ba1, its long-term Counterparty Risk Ratings (CRRs) to A3 from Baa1
and its long-term Counterparty Risk (CR) Assessment to A3(cr) from
Baa1(cr). Moody's affirmed Postbank's short-term deposit ratings
and CRRs at P-2 and its short-term CR Assessment at P-2(cr).

Concurrently, Moody's upgraded Municipal's BCA and Adjusted BCA to
b1 from b2, its long-term CRRs to Ba1 from Ba2 and its long-term CR
Assessment to Ba1(cr) from Ba2(cr). Moody's affirmed Municipal's
short-term deposit ratings and CRRs at NP and its short-term CR
Assessment at NP(cr).

The rating action is driven by improvements in the banks' operating
environment, reflected by a change in Bulgaria's Macro Profile to
"Moderate" from "Moderate-", together with the banks' good
financial performance and Moody's expectations that this
performance will be sustained by benign operating conditions. Both
Postbank and Municipal operate exclusively in Bulgaria.

RATINGS RATIONALE

-- BULGARIA'S IMPROVED MACRO PROFILE

The rating action predominantly captures Bulgaria's improved
operating conditions, which provide a more supportive environment
for local banks.

Specifically, increasing income levels, full membership in the
Schengen area and the adoption of the euro from January 01, 2026,
which will further integrate Bulgaria with the euro area, are
driving a structural improvement in the economy. Additionally, the
upcoming euro area accession will reduce banks' exposure to funding
and currency-related risks and support their financial
performance.

Entry into the euro area will allow the Bulgarian National Bank
(BNB) to provide emergency funding to solvent banks in case of
need, which is currently not permitted under Bulgaria's currency
board. Euro area entry will also likely enhance banks' funding
options more generally.

Although Bulgaria's long-standing currency board that pegged the
lev to the euro mitigated currency risks, entry into the euro will
now almost eliminate those risks. Around 23% of loans and 33% of
deposits were denominated in foreign currency, mainly euros, as of
May 2025.

Also, entry to the Eurosystem will enable Bulgarian banks to earn
the European Central Bank (ECB) deposit facility rate on their
substantial excess liquidity placed at the central bank that is not
remunerated currently. This additional income will compensate for
some loss of foreign exchange-related fees and commissions
following euro adoption. Moody's similarly expects the release of
large amounts of liquidity that are currently held in reserves –
the ECB has a reserve requirement of just 1%, compared with BNB's
12% requirement – to the deployed gradually, and for banks to
maintain their discipline in asset and liability management.

-- BANK-SPECIFIC RATING DRIVERS

--- POSTBANK

The upgrade of Postbank's long-term deposit ratings to A3 reflects
the improvement in the bank's standalone credit strength as
indicated by the upgrade of its BCA to ba1, which is driven by
improved operating conditions and its sustained financial
performance. Other components of the rating architecture remain
unchanged, including Moody's assumptions of a high probability of
affiliate support from its parent Eurobank S.A. (Eurobank;
long-term deposits Baa1 stable/senior unsecured Baa1 stable, BCA
baa3) that results in one notch of uplift to the baa3 Adjusted BCA
and three notches of rating uplift from the application of Moody's
forward-looking Advanced Loss Given Failure (LGF) analysis, which
considers the loss absorption mainly provided by senior
non-preferred borrowings to meet an internal minimum requirement
for own funds and eligible liabilities (MREL).

Postbank's ba1 standalone BCA reflects its robust capitalisation
with a tangible common equity (TCE)/risk-weighted assets (RWA)
ratio of 18.0% as of year-end 2024, relatively strong recurring
profitability with a return of tangible assets of 1.8% in 2024 and
a growing and low-cost granular deposit base. Asset quality has
recorded a sustained improvement with a problem loan ratio of 2.5%
as of the end of 2024, but the BCA also reflects elevated risks
from the bank's high share of unsecured consumer lending at around
one-quarter of the loan portfolio and high pace of credit growth.

--- MUNICIPAL

The upgrade of Municipal's long-term deposit ratings to Ba2 also
reflects the better operating environment and its own sustained
performance following a significant improvement in profitability in
recent years and a low level of problem loans at 1.4% of gross
loans as of end-2024. The deposit ratings continue to benefit from
two notches of rating uplift from the application of Moody's
forward-looking LGF analysis, driven by a significant amount of
junior deposits that would be available to share losses and the
loss absorption offered by senior non-preferred instruments that
comply with MREL.

Municipal's b1 standalone BCA captures its capital metrics that
remain well above the regulatory requirements with the TCE/RWAs
ratio at 16.1% as of end-2024, its deposit-based funding structure
and sufficient liquidity. The bank's earnings generating capacity
has materially improved with a net income to tangible assets of
1.4% in 2024 from 1.2% in 2023 and 0.3% in 2022, on the back of
credit growth and higher yields on its assets. These drivers are
balanced against high asset risks from rapid credit growth and some
borrower concentrations, its concentrated ownership structure and
Moody's views that the bank will continue to face challenges in
attaining significant scale and carving out a defendable franchise
given its small size and Bulgaria's highly competitive banking
system.

-- OUTLOOK

The stable outlook on the banks' long-term deposit ratings is
driven by Moody's expectations that their solvency and liquidity
profiles will remain broadly stable over the next 12-18 months, as
well as Moody's expectations that both banks will maintain their
buffer of bail-in-able instruments to continue to meet their MREL
targets.

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

Postbank's deposit ratings could be upgraded in case both its own
standalone BCA and Eurobank's BCA are upgraded. Postbank's BCA
could be upgraded in the event of a further significant improvement
in Bulgaria's operating environment, if the bank demonstrates a
sustainably stronger asset quality performance through an economic
cycle, or if its recurring profitability improved substantially.

Municipal's ratings may be upgraded following sustainably stronger
financial performance and improved competitiveness, along with
lower asset risk and a seasoning of the loan portfolio with
contained losses, particularly through an entire economic cycle.
Deposit ratings could also be upgraded in case of substantially
higher issuances of senior non-preferred debt, which would increase
loss absorbing buffers and lead to a higher notching from the
application of Moody's Advanced LGF analysis.

Postbank's deposit ratings could be downgraded because of
deteriorating operating conditions, a significant weakening in
asset quality, a decline in capital and liquidity buffers, or in
case recurring profitability is eroded. Ratings could also be
downgraded in case the bank does not maintain a level of
bail-in-able debt over assets in line with expectations or its
liability structure changes in a way that drives a reduction in the
loss-absorption buffer and results in a lower uplift from Moody's
Advanced LGF analysis. Further, the bank's ratings may be
downgraded in case Eurobank's BCA is downgraded, or if Moody's
believes the probability of affiliate support has declined.

Municipal's ratings could be downgraded because of deteriorating
operating conditions, or in case improvements in profitability and
efficiency are reversed, following a deterioration in the bank's
solvency, such as from the formation of new problem loans or if
capital declines materially. Ratings could also be downgraded in
case the bank fails to enhance technical, operational and risk
systems in line with regulatory changes. Changes in the bank's
liability structure, mainly a material reduction in the volume of
junior deposits or an increase in interbank or secured funding, may
reduce the uplift provided by Moody's Advanced LGF analysis and
result in a downgrade of the deposit ratings.

PRINCIPAL METHODOLGY

The principal methodology used in these ratings was Banks published
in November 2024.

Postbank's "Assigned BCA" of ba1 is set three notches below the
"Financial Profile" initial score of baa1 reflecting the bank's
elevated asset risks from sector concentration to consumer lending
and high credit growth, and the potential impact of stress
scenarios on capital.

Municipal's "Assigned BCA" of b1 is set six notches below the
"Financial Profile" initial score of baa1 reflecting the bank's
high asset risks from rapid credit growth and borrower
concentration, the potential impact of stress scenarios on capital,
as well as its private concentrated ownership structure, challenges
in carving out a defendable franchise and limited track record.



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G E R M A N Y
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NEURAXPHARM ARZNEIMITTEL: Moody's Rates New Secured Term Loan 'B3'
------------------------------------------------------------------
Moody's Ratings has assigned B3 instrument ratings to Neuraxpharm
Arzneimittel GmbH's (Neuraxpharm or the company) new EUR668.7
million senior secured term loan (TL) B3, EUR256.3 million senior
secured TL B4 and EUR100 million senior secured revolving credit
facility (RCF), all due in 2030. The outlook is stable.

The company intends to use the proceeds from the new term loans to
repay its existing EUR618.7 million senior secured TL B1 and
EUR256.3 million senior secured TL B2, both maturing in 2027; repay
about EUR43 million of bilateral overdraft facilities; and cover
transaction costs.

RATINGS RATIONALE

Neuraxpharm's B3 rating is weakly positioned and reflects Moody's
expectations that its credit metrics will improve over the next
12-18 months and its leverage (Moody's-adjusted gross debt/EBITDA)
decline below 7x from earnings growth, which will depend on strong
execution of the Briumvi ramp up and significantly lower
non-recurring items. The proposed refinancing transaction is credit
positive because it will extend the company's debt maturities by
three years and enhance its liquidity as short-term bilateral
facilities are repaid.

Neuraxpharm has gone through substantial transformation over recent
years to become a CNS specialized pharmaceutical company and extend
its product portfolio. The company made several debt-funded
acquisitions and in-licensed Briumvi, its first biologic drug,
which it is currently launching in Europe. These transactions along
with large non-recurring items have weighed on the company's
earnings and cash flow in 2024, resulting in elevated leverage and
negative free cash flow (FCF).

Neuraxpharm's B3 rating is currently weakly positioned with
Moody's-adjusted gross debt/EBITDA projected to remain above 7x in
2025. Moody's expects the company's revenue to grow in the low
double-digits in percentage terms over the next 12-18 months as it
continues to roll out Briumvi in Europe and its existing product
portfolio also contributes to positive organic growth. Moody's
projects the company's Moody's-adjusted EBITDA to grow to around
EUR160 million by 2026 (including non-recurring items and
capitalized development costs), which will drive a reduction of its
Moody's-adjusted gross leverage to around 6x and a return to
positive FCF.

Neuraxpharm's B3 rating continues to reflect the company's good
position within the central nervous system (CNS) market in Europe;
its strong growth prospects over the next 12-18 months, supported
by its recent acquisitions and licensing deals and an attractive
product pipeline; well-balanced geographical diversification across
Europe; and good profitability margins albeit temporarily burdened
by high non-recurring costs.

At the same time, the ratings take into consideration the company's
high leverage; its high business concentration in the CNS segment;
its overall modest size in terms of revenue; execution risks
related to the launch of Briumvi, its first biologic product; and
some degree of acquisition-related event risk because of the
company's external growth strategy, which entailed debt-funded
acquisitions in the past.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Neuraxpharm
will execute well on its rollout of Briumvi and technical transfers
related to recent acquisitions, which will support earnings growth
and organic leverage reduction, with the company's leverage
declining to around 6x by 2026 and cash generation improving. The
outlook also reflects Moody's assumptions that Neuraxpharm will not
undertake large debt-financed acquisitions or shareholder
distributions.

Failure to significantly reduce non-recurring items and to show
evidence of credit metrics improvement already in 2025 would likely
result in a change of outlook to negative.

LIQUIDITY

Pro forma for the transaction Neuraxpharm's liquidity is good,
supported by a cash balance of EUR84 million as of March 31, 2025
and access to the new EUR100 million RCF due June 2030, which is
expected to be undrawn. While Moody's projects negative
Moody's-adjusted free cash flow of about EUR25 million in 2025,
Moody's expects it to return to positive and reach about EUR15
million in 2026.

The RCF contains a springing financial covenant, which is based on
a net leverage ratio set at 10.44x and only tested when the RCF is
drawn by more than 40%. Moody's expects Neuraxpharm to maintain
substantial capacity under this covenant if tested. The company's
next significant maturities are the new RCF due in June 2030 and
the new term loans due in December 2030.

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

Upward rating momentum could develop if Neuraxpharm maintains good
operating performance and successfully rolls out its new products,
notably Briumvi, allowing its Moody's-adjusted gross leverage to
decline below 5.5x on a sustained basis; its Moody's-adjusted
FCF/debt increases above 5% on a sustained basis; and its
Moody's-adjusted EBITA to interest expense increases above 2x on a
sustained basis.

Downward rating pressure could develop if Neuraxpharm's
Moody's-adjusted gross debt/EBITDA does not decline below 7x over
the next 12-18 months, which could result, for instance, from
Briumvi taking longer to contribute positively to earnings or
non-recurring items remaining elevated; it generates negative
Moody's-adjusted FCF on a sustained basis, leading to a
deterioration in its liquidity; its Moody's-adjusted EBITA to
interest expense declines towards 1x; or the company undertakes
large debt-financed acquisitions or shareholder distributions.

STRUCTURAL CONSIDERATIONS

The proposed senior secured TLs and senior secured RCF, which are
rated B3, in line with the corporate family rating, represent the
bulk of Neuraxpharm's debt and rank pari passu, with upstream
guarantees from material subsidiaries and collateral comprising
shares, bank accounts and intragroup receivables.

COVENANTS

Moody's have reviewed the marketing draft terms for the additional
term facility. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement), and will include
wholly-owned companies representing 5% or more of EBITDA. Only
companies incorporated in France, Germany and Spain are required to
provide guarantees and security. Security will be granted over key
shares, bank accounts and intra-group receivables.

Mandatory prepayments are not required upon a change of control or
sale if the first lien net leverage ratio (FLNLR) is 5.75x or
lower.

Unlimited pari passu debt is permitted up to a FLNLR of 5.9x, and
unlimited total debt is permitted if the total net leverage ratio
(TNLR) is 6.65x or less or the fixed charge coverage ratio (FCCR)
is 2.0x or more.

Unlimited restricted payments are permitted up to a 5.0x TNLR (or
up to a 5.9x TNLR where funded from the available amount or any CNI
growth amount). Unlimited subordinated debt repayments are
permitted up to a 5.4x FLNLR (or, where funded from the available
amount or any CNI growth amount, if the FLNLR is 5.9x or less or
the FCCR is 2.0x or more). Asset sale proceeds are only required to
be applied in full where the FLNLR is greater than 5.9x.

Adjustments to consolidated EBITDA include uncapped full run-rate
cost savings and synergies expected to be achievable as a result of
steps taken, or expected to be taken, within 24 months. High-water
marking of EBITDA-based baskets is permitted.

The proposed terms, and the final terms may be materially
different.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

COMPANY PROFILE

Neuraxpharm was founded in 2016 following the combination of two
pharmaceutical groups, Invent Farma and Neuraxpharm. Since then,
the company has transformed into a pan-European specialist in CNS
disorders with a presence in more than 40 countries. Neuraxpharm
generated net sales of EUR461 million in 2024, of which more than
90% came from CNS-related products. The company has been owned by
Permira since December 2020.

PLATIN2025 ACQUISITION: Moody's Alters Outlook on B2 CFR to Stable
------------------------------------------------------------------
Moody's Ratings changed the outlook on Platin2025 Acquisition S.a
r.l. (Syntegon or the company) to stable from negative.
Concurrently, Moody's affirmed Syntegon's B2 corporate family
rating, B2-PD probability of default rating and the B2 ratings for
the backed senior secured bank credit facilities.

The rating action reflects:

-- Expected EBITDA uplift from changes in the consolidation
perimeter, positive net effects from past and ongoing restructuring
and a normalisation of restructuring charges that all support
de-leveraging towards 6.3x by FYE25 and to below 6x in 2026

-- Limited negative impact from implementation of US tariffs given
the high share of local-to-local sales and ability to pass on price
increases to customers from the food and pharma sectors

-- Good liquidity supported by EUR100 million of cash (net of
trapped cash) and an undrawn EUR187.5 million backed senior secured
revolving credit facility (RCF) as of March 31, 2025

RATINGS RATIONALE

The outlook change to stable from negative and the ratings
affirmation take into account improving profitability that is
supported by a high share of resilient and highly profitable
service revenues; normalisation of restructuring charges;
de-leveraging towards 6x in 2025 and to below 6x in 2026; and
modest generation of free cash flow supported by low capital
investment needs.

The B2 ratings also reflect execution risks, albeit moderating,
with regards to achieving additional EBITDA improvements through
restructuring actions; low, but improving free cash flow
generation; and event risks from potential acquisitions.

LIQUIDITY

Syntegon's liquidity is good supported by EUR100 million of
unrestricted cash and its undrawn EUR187.5 million RCF due June
2028 as of March 31, 2025. Syntegon's backed senior secured
first-lien term loan B2 (TLB) matures in December 2028. Moody's
expects that liquidity will be further bolstered by break-even
Moody's-adjusted free cash flow (FCF) in 2025 and moderate positive
FCF generation in subsequent years.

The RCF is subject to a springing first lien net leverage covenant,
tested when the facility is drawn by more than 40%. There is
currently substantial capacity under this covenant and Moody's
expects consistent compliance.

OUTLOOK

Moody's have changed the outlook to stable from negative to reflect
the EBITDA improvements the company has achieved in 2024. The
stable outlook assumes restructuring charges of around 1% of annual
revenues from 2026 onwards and deleveraging to well below 6.0x
Moody's-adjusted debt/EBITDA in 2026.

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

Moody's could upgrade ratings if (1) the company's Moody's-adjusted
debt to EBITDA declines below 5.0x; and (2) Moody's-adjusted
FCF/debt in the high single-digit percentages; and (3) EBITA margin
improves towards 14%; and (4) its liquidity position improves.

Conversely, Syntegon's ratings could be downgraded with Moody's
expectations for (1) inability to bring Moody's-adjusted
debt/EBITDA toward 6.0x and sustain it; or (2) sustained negative
FCF; or (3) Moody's-adjusted EBITA/interest coverage sustainably
below 2.0x; or (4) deterioration of liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 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

Syntegon, headquartered in Waiblingen/Germany, is a global leader
in the development and production of high-quality processing and
packaging machinery for the pharmaceuticals and food industries.
Besides the equipment sale, the group provides recurring
after-sales services (including spare parts, modernisation and
field services), which accounts for around 37% of sales. In 2024
Syntegon reported total sales of around EUR1.6 billion and
company-adjusted EBITDA of EUR222 million (14.0% margin). The
company is majority owned by CVC Capital Partners (CVC), which
acquired Syntegon from Robert Bosch GmbH (unrated) in 2020.




=============
I R E L A N D
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BAIN CAPITAL 2018-1: Moody's Cuts Rating on Class F Notes to Caa2
-----------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Bain Capital Euro CLO 2018-1 Designated
Activity Company:

EUR20,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa2 (sf); previously on Dec 11, 2024
Upgraded to Aa3 (sf)

EUR11,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Downgraded to Caa2 (sf); previously on Dec 11, 2024
Downgraded to Caa1 (sf)

Moody's have also affirmed the ratings on the following notes:

EUR207,600,000 (Current outstanding amount EUR2,530,584) Class A
Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on Dec 11, 2024 Affirmed Aaa (sf)

EUR22,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Dec 11, 2024 Affirmed Aaa
(sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Affirmed Aaa (sf); previously on Dec 11, 2024 Affirmed Aaa (sf)

EUR25,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Aaa (sf); previously on Dec 11, 2024
Affirmed Aaa (sf)

EUR23,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Dec 11, 2024
Affirmed Ba2 (sf)

Bain Capital Euro CLO 2018-1 Designated Activity Company, issued in
May 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Bain Capital Credit, Ltd. The transaction's
reinvestment period will end in April 2022.

RATINGS RATIONALE

The upgrade on the rating on the Class D notes is primarily a
result of the significant deleveraging of the Class A notes
following amortisation of the underlying portfolio since the last
rating action in December 2024.

The Class A notes have paid down by approximately EUR50.4 million
(24.3% of original balance) since the last rating action in
December 2024 and EUR205.1 million (98.8%) since closing. As a
result of the deleveraging, over-collateralisation (OC) has
increased for Class A to E notes. According to the trustee report
dated June 2025[1] the Class A/B, Class C, Class D and Class E OC
ratios are reported at 296.22%, 182.58%, 139.35% and 109.07%
compared to November 2024[2] levels of 190.24%, 149.03%, 126.81%
and 107.95%, respectively.

The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.

The downgrade to the rating on the Class F notes is due to
deterioration of the credit quality and the deterioration in Class
F over-collateralisation ratio since the last rating action in
December 2024.

The credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with ratings
of Caa1 or lower. According to the trustee report dated June
2025[1], the WARF was 3,467, compared with 3,348 in November
2024[2] report as of the last rating action. Securities with
ratings of Caa1 or lower currently make up approximately 16.80% of
the underlying portfolio, versus 14.20% in November 2024[2].

In addition, the OC of the Class F notes further deteriorated since
the rating action in December 2024. According to the trustee report
dated June 2025[1] the Class F OC ratio is reported at 98.95%
compared to November 2024[2] level of 100.88%.

The affirmations on the ratings on the Class A, B-1, B-2, C and E
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodologies
and could differ from the trustee's reported numbers.

In Moody's base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR119.6m

Defaulted Securities: EUR13.8m

Diversity Score: 35

Weighted Average Rating Factor (WARF): 3479

Weighted Average Life (WAL): 2.99 years

Weighted Average Spread (WAS) (before accounting for
Euribor/reference rate floors): 3.74%

Weighted Average Coupon (WAC): 3.52%

Weighted Average Recovery Rate (WARR): 44.13%

Par haircut in OC tests and interest diversion test:  3.04%

The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

OCP EURO 2025-13: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to OCP
Euro CLO 2025-13 DAC's class A-loan and class A to F notes. At
closing, the issuer will also issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loan through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which we expect to be
bankruptcy remote.

-- The transaction's counterparty risks, which we expect to be in
line with our counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,700.63
  Default rate dispersion                                  592.17
  Weighted-average life (years)                              4.85
  Weighted-average life (years) extended
  to match reinvestment period                               4.85
  Obligor diversity measure                                152.47
  Industry diversity measure                                26.46
  Regional diversity measure                                 1.21

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           1.25
  Actual 'AAA' weighted-average recovery (%)               36.96
  Actual weighted-average spread (net of floors; %)         3.72
  Actual weighted-average coupon (%)                        2.93

Rationale

S&P said, "We expect the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.”

Under the transaction documents, the rated notes and loan pay
quarterly interest unless a frequency switch event occurs.
Following this, the notes will switch to semiannual payments.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the actual weighted-average spread (3.72%), the
actual weighted-average coupon (2.93%), and the actual
weighted-average recovery rates at all rating levels, calculated in
line with our CLO criteria. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Until the end of the reinvestment period on Jan. 18, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes and loan. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"Under our structured finance sovereign risk criteria, we expect
the transaction's exposure to country risk to be sufficiently
mitigated at the assigned ratings.

"At closing we expect the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its exposure
to counterparty risk under our current counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A-loan and class A to E notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to the notes. The
class A-loan and class A notes can withstand stresses commensurate
with the assigned rating.

"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower preliminary rating.

"However, we have applied our 'CCC' rating criteria, resulting in a
preliminary 'B- (sf)' rating on this class of notes."

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The preliminary portfolio's average credit quality, which is
similar to other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 22.57% (for a portfolio with a weighted-average
life of 4.85 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 4.85 years, which would result
in a target default rate of 15.04%.

-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned preliminary 'B- (sf)' rating.

S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class
A-loan and class A to E notes based on four hypothetical scenarios
and applied to the actual portfolio characteristics at closing.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities.

"Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, we have not made any specific
adjustments in our rating analysis to account for any ESG-related
risks or opportunities."

  Ratings

         Prelim  Prelim amount                        Credit
  Class  rating*  (mil. EUR)    Interest rate§   enhancement (%)

  A      AAA (sf)    135.25   3/6-month EURIBOR + 1.33%  38.50

  A-loan AAA (sf)    110.75   3/6-month EURIBOR + 1.33%  38.50

  B      AA (sf)      46.00   3/6-month EURIBOR + 1.90%  27.00

  C      A (sf)       24.00   3/6-month EURIBOR + 2.30%  21.00

  D      BBB- (sf)    28.00   3/6-month EURIBOR + 3.15%  14.00

  E      BB- (sf)     17.50   3/6-month EURIBOR + 5.80%   9.63

  F      B- (sf)      12.50   3/6-month EURIBOR + 8.32%   6.50

  Sub    NR           30.30   N/A                          N/A

*The preliminary ratings assigned to the class A and B notes and
class A -loan address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C to F
notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

NR--Not rated.
N/A--Not applicable.
EURIBOR-- Euro Interbank Offered Rate.


RIVER GREEN 2020: Moody's Lowers Rating on EUR25.2MM B Notes to B2
------------------------------------------------------------------
Moody's Ratings has downgraded the ratings of all four classes of
notes issued by River Green Finance 2020 DAC:

EUR103.5M (Current outstanding amount EUR89,247,874) Class A
Notes, Downgraded to Baa2 (sf); previously on Aug 22, 2024
Downgraded to A1 (sf)

EUR25.2M (Current outstanding amount EUR24,255,000) Class B Notes,
Downgraded to B2 (sf); previously on Aug 22, 2024 Downgraded to
Baa3 (sf)

EUR23.6M (Current outstanding amount EUR22,715,000) Class C Notes,
Downgraded to Caa1 (sf); previously on Aug 22, 2024 Downgraded to
Ba3 (sf)

EUR34.09M (Current outstanding amount EUR32,811,625) Class D
Notes, Downgraded to Caa2 (sf); previously on Aug 22, 2024
Downgraded to B3 (sf)

RATINGS RATIONALE

The rating action reflects the re-assessment of the expected loss
of the underlying loan, following a review of the property's
performance and the updated valuation provided by the special
servicer on June 2025[1].

The revised valuation indicates a 55% decline in the property's
market value to EUR139.1 million, compared to the previous
valuation of EUR307.0 million as of January 2023. Based on the
updated valuation, the loan-to-value (LTV) ratio has increased
significantly, from 59% to 130%. Moody's LTV of the loan has also
risen, from 93% to 130%.

Additionally, the April 2025[2] Quarterly Investor Report indicates
that the borrower is engaged in lease restructuring discussions
with the main tenant, Atos SE (Atos). These negotiations could
result in reduced rental income from Atos and/or increased vacancy,
both of which could negatively impact the transaction's borrower's
capacity to service its debt.

PERFORMANCE SUMMARY

The loan is secured on a single large office building (River Ouest)
located in Bezons, Greater Paris, sitting on the banks of the River
Seine, just north of La Défense. The loan defaulted and was
transferred to special servicing in January 2024.

Following the loan restructuring in August 2024, the loan maturity
was extended to April 2026 with the option of a further extension
to April 2027. To extend the maturity, certain criteria will need
to be met including no Loan Default and LTV breach continuing, and
the borrower entering into an interest rate hedging agreements.

The loan restructure also required the borrower to deposit an
amount of EUR10 million into an account that can be withdrawn for
value accretive asset management initiatives or towards the
prepayment or repayment of the loans. In addition, the Debt Yield
covenant was permanently waived, while the LTV covenant has been
waived until April 2026. Based on the updated valuation, the LTV of
130% would be in breach of both the LTV financial and cash trap
covenants.

The requirement for entering hedging agreements does not set any
specific strike rate or coverage rule. Currently, the borrower
signed an hedging agreement with a strike rate of 5% until April
2027.

Following the modifications, the loan remains in Special Servicing
and until its April 2026 and 2027 maturities will remain in full
cash sweep, meaning that all available net surplus cash will be
used to amortise the loan and subsequently the notes. As there is
no more scheduled amortization, the amount available to amortise
will depend on the available funds after costs and the strike rate
under the hedging agreement. The notes will continue to be paid
sequentially.

Since the loan entered into a cash sweep, the outstanding balance
has decreased to EUR180.9 million as of the April 2025 IPD.
According to the investor report, the loan is expected to receive
approximately EUR1.75 million per quarter through the cash sweep
mechanism, totaling around EUR7 million annually. Additionally, the
redirection of Class X payments is providing further funds to
accelerate the repayment of the senior notes.

Moody's notes that the commitment of the liquidity facility has
been reduced to c. EUR7.0 million from EUR10.1 million due to an
appraisal reduction following the decline in the property's market
value. The facility is generally available to cover senior expenses
and note interest shortfalls on the Class A, B and C notes (and
Issuer Loan). It is not available for the Class D notes.

According to the April 2025[2] Quarterly Investor Report, the
property is currently 96.6% occupied, following the expiry of one
of the three leases in 2024. The largest tenant, Atos, contributes
approximately 84.7% of the total rent and holds a lease that runs
until 31st of July 2030. At the end of 2024, Atos completed a
financial restructuring with its creditors and now appears to be
seeking to sub-let at least part of its leased space at River
Ouest. The report also notes that the borrower and Atos are
actively engaged in discussions regarding lease and rental
obligations.

The other tenant, EMC2, accounts for the remaining 15.3% of the
rent, with its lease set to expire in October 2025. As EMC2 is
expected to vacate, the vacancy rate (by area) is projected to
increase to 17.2% upon lease expiry.

The most recent valuation, conducted by Cushman & Wakefield in
March 2025, indicates a 55% decrease in the property's market
value, now assessed at EUR139.1 million. According to the valuer,
this decline is driven by the property's limited rental appeal,
attributed to its location and the weakness of the surrounding
sub-market. The valuation also highlights competition from newer,
better-located properties nearby, many of which are currently
vacant.

Based on the valuation, the market rent for the office space is
estimated at EUR200 per sqm per annum, amounting to a total of
EUR14.6 million. This represents a significant decrease from the
previous valuation, which assessed the market rent at approximately
EUR21.7 million. The valuer has also assumed that, upon lease
expiry, Atos will vacate 67% of its current space, retaining
occupancy of only 33% of the leased area. Additionally, the valuer
anticipates prolonged vacancy periods of around 25 months for the
unoccupied units and the need for substantial leasing incentives,
such as 44 months of rent-free periods on a 9-year lease.

Moody's rating action reflects a base expected loss of 8.6% of the
current balance. Moody's derives this loss expectation from the
analysis of the default probability of the securitised loan (both
during the term and at maturity) and its value assessment of the
collateral.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "EMEA
Commercial Mortgage-backed Securitisations" published in June
2025.

Factors that would lead to an upgrade or downgrade of the ratings:

An upgrade to currently assigned ratings is unlikely at this time.

Main factors or circumstances that could lead to a downgrade of the
ratings are (i) a decrease in the property value assessment, (ii)
an increase in the likelihood of enforcement actions or (iii) a
higher default risk assessment of the main tenant.


RRE 26 LOAN: Moody's Assigns Ba3 Rating to EUR18.5MM Class D Notes
------------------------------------------------------------------
Moody's Ratings announced that it has assigned the following
definitive ratings to notes issued by RRE 26 Loan Management
Designated Activity Company (the "Issuer"):

EUR243,600,000 Class A-1 Senior Secured Floating Rate Notes due
2038, Definitive Rating Assigned Aaa (sf)

EUR18,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2038, Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodologies.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of senior secured obligations and up to 4%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 95% ramped as of the closing date and
comprises predominantly corporate loans to obligors domiciled in
Western Europe. The remainder of the portfolio will be acquired
during the 6 months ramp-up period in compliance with the portfolio
guidelines.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4.5 year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations, credit improved obligations and,
subject to certain restrictions, workout obligations.

In addition to the two classes of notes rated by us, the Issuer has
issued four classes of notes, EUR1,000,000 of performance notes,
EUR250,000 of preferred return notes and EUR44,125,000 of
subordinated notes, which are not rated. The performance notes
accrue interest in an amount equivalent to a certain proportion of
the subordinated management fees and its notes' payment is pari
passu with the payment of the subordinated management fee.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Moody's
methodologies.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR400,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 3345

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 7.51 years

Moody's have addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.




=========
I T A L Y
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BANCA UBAE: Fitch Alters Outlook on 'B+' Long-Term IDR to Positive
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Banca UBAE S.p.A.'s (UBAE)
Outlook Long-Term Issuer Default Rating (IDR) to Positive from
Stable and affirmed the IDR at 'B+' and Viability Rating (VR) at
'b+'.

The Positive Outlook reflects UBAE's steps towards stabilising its
solvency through conservative business growth, asset quality
de-risking and strategic initiatives aimed at structurally
improving its profitability. These factors counterbalance the
bank's vulnerability to Libyan country risks.

Key Rating Drivers

Niche Franchise, Improving Financials: UBAE's ratings reflect its
small trade-finance franchise, which exposes it to material country
and single-name risks. They also reflect an overall improving
financial profile, albeit weaker than peers' asset quality and
modest profitability. Capitalisation, funding and liquidity profile
are generally stable but vulnerable to country risks.

Resilient Performance Despite Geopolitical Tensions: Fitch expects
a slowdown in world trade in 2025 from mounting geopolitical
tensions, protectionist policies and trade disputes. However, Fitch
believes that the performance of European trade finance banks Fitch
rates will remain resilient in this context and potentially rebound
from 2026, assuming tensions ease.

Improving Business Model Resilience: UBAE's strategic focus on
moderate growth and gradual market and product diversification in
North Africa and Middle East should allow the bank to defend its
earnings, while controlling risks. However, its small capital base
and lack of meaningful independent funding franchise limit its
ability to significantly improve its market shares and pricing
power compared with large commercial banks.

Tightening Appetite to be Tested: UBAE has been advancing its risk
governance framework over the past year, responding to its own
strategic goals for diversification and prudence. This should
result in a risk governance that is more adequate for its business
model than in the past. However, it needs to be tested over a full
economic cycle and against increased geopolitical challenges. Risks
from foreign securities investments reduced. Operational and
interest rate risks are moderate and adequately managed.

Improving Asset Quality, Below-Average: UBAE's non-performing
assets ratio (NPA, including both on- and off-balance exposures,
which represent a better indicator of asset quality) has been
improving over the past three years, but remained weaker than other
Fitch-rated European trade-finance banks at 4.8% at end-2024. Fitch
expects the ratio to remain below historical levels between 4%-5%
in 2025-2026, as the gradual recoveries of certain large NPAs will
mostly offset moderate new defaults. However, asset quality remains
highly vulnerable to setbacks in the operating environment, given
legacy construction exposures and high concentration risks.

Improving Profitability, Needs Longer Record: UBAE delivered sound
profitability in 2024, reflecting sustained improvements in its
business generation, but also increased earnings from its large
securities portfolio. Its operating profit to risk weighted assets
(RWAs) slightly increased yoy to 1.8% but Fitch expects the ratio
to trend down between 1% and 1.5% in 2025-2026, due to interest
margin compression, prudent business growth and planned capex to
support long-term profitability. Profitability should also continue
to benefit from reduced loan impairment charges on a sustained
basis.

Small Capital Base: UBAE's common equity Tier 1 (CET1) ratio of
18.2% at end-2024 had moderate buffers over regulatory
requirements. Fitch expects the bank to maintain broadly stable
regulatory capital ratios in 2025-2026, and for capitalisation to
benefit from sounder risk profile and sustained internal capital
generation. However, Fitch believes the bank's capitalisation
remains exposed to risks from operations in volatile markets, its
weaker-than-peers' asset quality and asset and funding
concentrations.

High Reliance on Parent Funding: UBAE's sourced about 40% of its
funding at end-2024 (52% at end-2023) from the Libyan Foreign Bank,
its majority shareholder, and its affiliates. Fitch expects this
reliance to continue, despite the bank's effort to increase funding
diversification through online deposits and repo transactions. The
bank's liquidity benefits from the self-liquidating and short-term
nature of trade finance transactions and a large pool of liquid
assets.

Rating Sensitivities

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

A downgrade is unlikely, given the Positive Outlook on the
Long-Term IDR. The Outlook could be revised to Stable if Fitch no
longer expects improvements in the overall financial profile
achieved to date to be durable.

UBAE's ratings would likely be downgraded if its NPA ratio
deteriorates materially above 7% on a sustained basis, especially
if this translated into the CET1 ratio falling below 15%. Rating
pressure could also arise if the bank's operating profit/RWAs falls
below 1% on a sustained basis, or if its funding and liquidity
become unstable.

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

An upgrade of UBAE's ratings would require a NPA ratio below 5% on
a sustained basis and a resilient business model that generates an
operating profit/RWAs ratio structurally around 1.5% while
maintaining current capital levels. A more diversified funding
profile and a reduction of parent financing would also be rating
positive.

No Support: UBAE's Government Support Rating (GSR) of 'no support'
reflects Fitch's view that although external extraordinary
sovereign support is possible, it cannot be relied on. Senior
creditors can no longer expect to receive full extraordinary
support from the sovereign if the bank becomes non-viable. This is
because the EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism for eurozone banks provide a framework
for resolving banks that requires senior creditors participating in
losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely.

VR ADJUSTMENTS

The operating environment score of 'bb+' has been assigned below
the 'a' category implied score due to the following adjustment
reason: geographical scope (negative).

The funding and liquidity score of 'bb-' has been assigned above
the 'b & below' category implied score due to the following
adjustment reason: liquidity coverage (positive).

ESG Considerations

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

   Entity/Debt                        Rating          Prior
   -----------                        ------          -----
Banca UBAE S.p.A.   LT IDR             B+  Affirmed   B+
                    ST IDR             B   Affirmed   B
                    Viability          b+  Affirmed   b+
                    Government Support ns  Affirmed   ns


BENDING SPOONS: S&P Affirms 'B+' ICR, Outlook Stable
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S&P Global Ratings affirmed its 'B+' issuer credit rating on
technology and digital products developer Bending Spoons S.p.A.,
assigned its 'B+' issue rating to the EUR300 million term loan B
(TLB), and affirmed the 'B+' rating on the $925 million TLB
(including the new add-on); the recovery rating of '3' reflects our
expectation of about 65% recovery (rounded estimate) in the event
of a default.

The stable outlook reflects S&P's expectation that Bending Spoons'
revenue will keep increasing, mainly via acquisitions, while the
company successfully integrates acquired digital products and
achieves operating cost efficiencies, allowing it to maintain
adjusted EBITDA margins higher than 30%, generate solid positive
free operating cash flow (FOCF), and improve its FOCF to debt
toward 10%.

S&P Global Ratings believes Bending Spoons' strong operating
performance counterbalances the additional debt and we expect it to
successfully integrate new acquisitions. The new EUR300 million TLB
and the $175 million fungible add-on to its existing $750 million
TLB will fund the acquisition of a company that provides a SaaS
tool for time tracking, expense logging, and invoicing, as well as
the acquisition of MileIQ, a mobile app that automatically tracks
and categorizes driving mileage. The company will pay a total of
$331 million for both acquisitions and keep the remaining proceeds
from the transaction as cash on its balance sheet, which S&P
understands it could use for further acquisitions. Bending Spoons'
growth strategy is mainly driven by acquisitions and in our view
carries risks regarding the selection of targets and the
achievement of efficiencies and monetization improvements. These
risks are partly offset by the company's good track record of
acquiring mobile, web, and desktop digital products, integrating
them into its portfolio, and improving their operating efficiency
and monetization (for example, Evernote, Meetup, Remini, Splice,
StreamYard, and WeTransfer). S&P said, "We therefore assume that
Bending Spoons will integrate products acquired in 2024-2025 with
no material setbacks. The transaction will increase the pro forma
S&P Global Ratings-adjusted debt to EBITDA to 5.0x in 2025, higher
than the 4.6x we previously expected, and up from 3.6x in 2024.
From 2026, adjusted debt to EBITDA could reduce rapidly to below
4x, driven by growing EBITDA and debt repayments toward its
amortizing term loan A (TLA). We understand that Bending Spoons'
financial policy assumes company-calculated net leverage of
2.0x-3.0x, which might temporarily be exceeded following large
acquisitions, corresponding with S&P Global Ratings-adjusted
leverage of 4.0x-5.0x."

S&P said, "We expect the company to deliver strong organic growth
and improve profitability. Organic revenue growth was about 5% on a
pro forma basis in the 12 months ending March 31, 2025, and the
adjusted EBITDA margin was somewhat higher than we initially
anticipated due to swifter cost reductions. We now expect the
company to deliver 3%-4% organic revenue growth in 2025-2026 on
average, despite low to moderate growth at acquired businesses.
Restructuring and integration costs as well as the lower
profitability of newly acquired businesses will weigh on Bending
Spoons' adjusted EBITDA margin in 2025, but we expect it to rapidly
improve toward 40% in 2026. This reflects our expectation that
Bending Spoons will fully achieve operating efficiencies and
integration by the second year following the acquisition, and that
restructuring costs related to acquisitions made in 2024-2025 will
decrease. We also expect Bending Spoons to continue generating
sound positive FOCF, and FOCF to debt to exceed 5% in 2025,
improving further to above 10% in 2026."

Bending Spoons continues to increase its product portfolio and
diversification, but faces high competition and risks related to
technological disruption. The company operates in a large and very
fragmented market--global digital products and apps--that is
exposed to intense competition from existing companies, including
well capitalized global tech companies, and has low barriers to
entry for new digital products developers. Bending Spoons is
smaller than leading global peers in the tech industry and larger
software and digital products developers, and its portfolio is
still somewhat concentrated on a limited number of successful
digital products. The company's 10 largest products contributed
about 75% of revenue in the last 12 months ending March 31, 2025
(pro forma all 2024-2025 acquisitions), and 79% to company-defined
EBITDA. Although some of Bending Spoons' products have loyal
customer bases due to strong brands, switching costs are usually
low, which reduces user retention. About 90% of Bending Spoons'
total revenue is generated from subscriptions, which provides
higher stability and visibility of earnings compared to those of
peers that mostly rely on volatile advertising revenue. S&P said,
"However, we view its customer base as less loyal than that of
software companies, with higher risks of customer turnover and a
limited ability to raise prices. Overall, net booking retention for
the portfolio is below 100%, and we expect some digital products
may experience higher customer turnover as the company pushes for
higher monetization revenue through price increases. At the same
time, we view positively the company's track record of successful
integration of acquired digital products and improving their
monetization."

S&P said, "The stable outlook reflects our expectation that Bending
Spoons will continue growing revenue, mainly via new acquisitions,
and successfully integrate acquired digital products and enhance
their monetization, while achieving operating cost efficiencies.
This should allow the company to maintain an adjusted EBITDA margin
of above 30%, generate solid positive FOCF, keep adjusted debt to
EBITDA at 4.0x-5.0x or below, and to improve FOCF to debt toward
10%.

"We may lower our rating if Bending Spoons' debt to EBITDA exceeds
5.0x or if its FOCF to debt fell to 5%. This could happen because
of operating underperformance due to tough competition, higher
turnover of paying subscribers, or declining monetization due to an
inability to raise prices.

"We could raise our rating on Bending Spoons if the company
delivered sustainable organic growth, significantly increased the
scale and diversity of its digital products portfolio, and
consistently achieved an adjusted EBITDA margin of above 30%,
adjusted debt to EBITDA of below 3.5x, and FOCF to debt approaching
15%. An upgrade would be contingent on the company's commitment to
maintaining such metrics on a sustainable basis."




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L I T H U A N I A
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AKROPOLIS GROUP: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
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Fitch Ratings has affirmed Akropolis Group, UAB's Long-Term Issuer
Default Rating (IDR) at 'BB+' with a Stable Outlook. Fitch has also
affirmed Akropolis's senior unsecured rating at 'BB+' with a
Recovery Rating of 'RR4'.

Akropolis's rating reflects its concentrated portfolio of five
shopping centres in Lithuania (A/Stable) and Latvia (A-/Stable)
with an average retail gross lettable area (GLA) of 64,000 square
metres (sqm) and dominant positions in their catchment areas. The
main rating constraint is limited asset diversification, resulting
in tenant and geographical concentration.

Operating performance is robust, reflected in low vacancies and
continued like-for-like rent increases. Fitch-calculated net
debt/EBITDA was 2.9x at end-2024 and Fitch forecasts the financial
profile to stay strong with leverage of 2.4x-4.0x in 2025-2028
despite substantial planned capex on its Akropolis Vingis mixed-use
development. The new EUR350 million green bond was issued with
higher coupon than the previous bond, in line with the current
interest rate environment, but Fitch expects EBITDA net interest
cover to be at least 3.1x.

Key Rating Drivers

Successful Bond Refinancing: In May 2025 the company successfully
refinanced its EUR300 million bond maturing in 2026 with the new
five-year issue. The new EUR350 million green notes were obtained
predominantly by UK (46%) and Continental Europe investors (24%),
and the order book reached around EUR1.1 billion. Fitch forecasts
the Fitch-calculated EBITDA net interest cover at 3.1x-4.3x in
2025-2028 (2024: 8.1x) as the new bond has higher coupon of 6%
compared to the previous 2.875%. The new issue improved the average
maturity of debt from 1.8 years at end-2024 to 4.1 years at
end-1H25 with no major debt maturity until 2027.

Strong Rental Income Performance: In 2024, Akropolis's
like-for-like rental income rose by 9% (2023: 12%), primarily due
to an around 7% increase from CPI indexation. The average
indexation implemented in January 2025 was 2.3%. The EBITDA margin
remained steady at about 95%.

Robust Occupancy Levels: Occupancy increased from average 97% at
end-2023 to over 98% at the end of 2024, with only Akropole Alfa in
Riga reporting occupancy below portfolio average rate (96.6%). The
portfolio's weighted average lease term (to break) was 3.7 years at
end-2024 (down from 3.9 years at end-2023), and would be shorter if
weighted by income. Akropolis's strong market position limits the
re-letting risk for major lease expiries in 2025 (20% by rent),
much of which has already been addressed.

Portfolio and Tenant Concentration: Akropolis owns five assets
valued at over EUR1 billion (end-2024), located in the relatively
small Lithuanian (about 61% by value) and Latvian (about 39%)
retail markets. Its largest property, Akropolis Vilnius, represents
around 33% of the total portfolio value. The small number of assets
and market size, where some well-known international brands are
present via franchisees, result in high tenant and asset
concentration. The top 10 retail tenant groups account for 39% of
rental income, including 11.5% (10% retail only) from tenants owned
by related companies of Vilniaus Prekyba Group (VP Group).

Conservative Leverage Profile: Fitch projects Akropolis's net
debt/EBITDA to fall to 2.4x in 2025 (from 2.9x in 2024), supported
by rental indexation, limited capital expenditure, and no dividend
distributions. Fitch expects leverage to gradually rise to 4.0x by
2028, mainly due to investments in the Akropolis Vingis project.
Loan to value (LTV), as calculated by Fitch, was 24% at end-2024
and Fitch forecasts it to increase to 34% by 2028.

Akropolis Vingis Progress: The Akropolis Vingis project, which is
now delayed, received its building permit in August 2024 and the
permit for the transport infrastructure improvement project in May
2025. These were the last major documents necessary to start the
construction. From the decision to proceed, the works are likely to
last around 3.5 years and total cost may reach about EUR320
million, predominantly uncommitted at this stage. Akropolis Vingis
is planned to have a total gross leasable area of about 190,000 sq
m, including retail, office, residential for rent and entertainment
space.

Steady Tenant Sales and Footfall: Tenant sales and visitor numbers
remained broadly stable in 2024 compared to 2023. The occupancy
cost ratio for tenants increased from 10% in 2023 to a still
affordable 11%, largely due to continued high, although lower than
in 2023, rent indexation of around 7% in 2024. Akropolis assets had
over 44 million visitors in 2024, in line with the previous year.

Limited Independent Oversight: Akropolis's concentrated ownership
by the privately held Vilniaus Prekyba (VP) Group results in
financial disclosure and corporate governance practices not
comparable with listed companies. The lack of independent board
members means related-party transactions (including with Maxima
Group and affiliated tenants) are not subject to the same
independent scrutiny as those of listed peers.

Parent-Subsidiary Linkage Evaluation: Fitch rates Akropolis on a
consolidated plus one-notch basis under its Parent-Subsidiary
Linkage Criteria. Legal ringfencing is 'porous' due to self-imposed
restrictions in the documentation for its EUR350 million bond
maturing in May 2030, such as a maximum 60% total
indebtedness/total assets (quasi-LTV) and relatively relaxed limits
on affiliate transactions and dividends, which constrain potential
value transfers to the VP Group. Access and control are 'open'
given the full ownership by VP Group, despite Akropolis's separate
funding structure, treasury, and cash management.

Peer Analysis

Akropolis's EUR1 billion retail portfolio is similar in size to MAS
PLC's (BB-/Rating Watch Negative) nearly EUR1.0 billion central and
eastern European portfolio located predominantly in Romania
(BBB-/Negative) but has slightly higher asset concentration. DL
Invest Group PM S.A.'s (DLIG; BB-/Positive) portfolio of EUR0.8
billion has higher concentration on Poland (A-/Stable), but its
portfolio benefits from asset-class diversification, with logistics
(67% of market value) supplemented with offices (24%) and retail
(9%).

The portfolios of NEPI Rockcastle N.V. (BBB+/Stable), valued at
EUR7.6 billion, of Globalworth Real Estate Investments Limited
(BBB-/Stable) at EUR2.5 billion, and of Globe Trade Centre S.A.
(GTC; BB/Rating Watch Negative) at EUR2.4 billion are bigger and
more diversified. GTC also benefits from diversification across
asset classes, including offices (52% of market value), retail
(29%) and residential-for-rent in Germany (19%).

Akropolis's end-2024 occupancy of 98.3% is comparable to NEPI's
98.6% and MAS's 98%, and higher than 96% for GTC's retail
portfolio.

Akropolis has the most conservative financial profile; Fitch
expects with net debt/EBITDA below 4.0x until 2028 and an LTV below
35%. However, its rating is constrained by limited diversification
by asset, tenant and geography. Fitch expects NEPI's net
debt/EBITDA at below 6.0x. NEPI's assets are lower-yielding at a
net initial yield of 7.0%. Globalworth and GTC's financial profiles
are weaker.

Key Assumptions

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

- Rent increase of around 2% annually in 2025-2028, predominantly
due to CPI indexation

- Stable occupancy of around 98%

- Around EUR280 million capex until 2028, mainly related to the
Akropolis Vingis project

- No dividend in 2025 and EUR10 million yearly in 2026-2028

RATING SENSITIVITIES

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

- Net debt/EBITDA above 9.0x and LTV trending above 55%

- Unencumbered assets/unsecured debt cover below 1.75x

- Failure, once begun, to complete the Akropolis Vingis development
on schedule and/or materially outside the assumed budget

- Twelve-month liquidity score below 1.0x

- Transactions with related-parties that are detrimental to
Akropolis's interests

- Deterioration of the consolidated profile of VP Group/or weaker
limitation on value transfers to VP Group leading to 'open'
assessment of legal ringfencing

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

- Expansion of the portfolio in less correlated markets while
maintaining portfolio quality

- Unencumbered assets/unsecured debt cover above 2.0x

- Net debt/EBITDA below 8.5x

- A consistent interest-rate hedging policy

- Improved corporate governance

- Improvement of the consolidated profile of VP Group

Liquidity and Debt Structure

At end-2024 Akropolis had access to EUR192 million of readily
available cash after excluding the EUR14 million held on the
accounts pledged to the banks as collateral. That comfortably
covers the debt amortisation of EUR8 million in 2025. After
repayment of the EUR300 million bond maturing in 2026 with the new
EUR350 million five-year bond in May 2025 the next ample debt
maturity is repayment of secured term loan in 2027.

Whereas the new bond was issued with a higher interest rate Fitch
expects the EBITDA net interest cover to be at least 3.1x until
2028. The company does not hedge the interest rate on its sole
secured term loan. The loan is secured on only one asset, whereas
the other four remain unpledged resulting in unencumbered
assets/unsecured debt of 2.0x pro forma after the new bond issue.

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

Akropolis has an ESG Relevance Score of '4' for Governance
Structure, reflecting the lack of corporate governance attributes
to mitigate key-person risk from its dominant shareholder Nerijus
Numa and ensure independent oversight of 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
   -----------               ------         --------   -----
Akropolis Group, UAB   LT IDR BB+  Affirmed            BB+

   senior unsecured    LT     BB+  Affirmed   RR4      BB+



=========
S P A I N
=========

PAX MIDCO: S&P Upgrades ICR to 'B' on Solid Operating Performance
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating and
its issue-level ratings on concession catering operator Pax Midco's
(Areas) senior secured debt to 'B' from 'B-'.

The stable outlook reflects S&P's view that Areas will continue to
deliver revenue growth and will integrate THS, which will support
EBITDA growth over the next 12 months. This should lead to flat
free operating cash flow (FOCF) after leases despite rising capital
expenditure (capex) needs, FFO cash interest coverage above 2.0x,
and deleveraging toward 4.5x in the year ending Sept. 30, 2026
(fiscal 2026).

If Areas' acquisition of THS closes successfully, the combined
entity's scale and market position will create a global travel food
and beverage player with strong positions across all core regions.
THS brings a high-quality, long-term contract portfolio in key U.S.
airports that complements Areas' existing footprint and enhances
its presence in some of the most strategic terminals, including
Dallas, Atlanta, and Denver. The combination significantly
strengthens Areas' ability to compete for and retain top-tier
concessions, particularly in an industry where operational
excellence, brand innovation, and global scale are key competitive
differentiators. Both companies offer a balanced mix of proprietary
and franchised brands—such as Areas' exclusive concepts
(including "foodvenience," designed to meet all traveler needs in
one stop) and global brand partnerships (such as, Starbucks, Burger
King, Subway), alongside THS' curated portfolio of regional and
international favorites.

Areas has a strong track record of successful post-merger execution
and brand deployment, which positions it well to manage a smooth
transition and unlock long-term value. S&P said, "We expect that
under Areas' leadership, THS will benefit from a more agile,
performance-driven operating model. This will be supported by
enhanced digital capabilities, supply chain infrastructure, and
customer experience platforms. We also note that THS has operated
as a noncore division of a larger group, with limited investment in
recent years." Nevertheless, integration risks are inherent in
cross-border acquisitions, including the alignment of systems,
organizational culture, and service standards.

The group has already identified significant synergy potential and
maintains a conservative approach to capturing unlocked value.
Potential impacts from U.S. import tariffs are likely to be
limited, as most goods are sourced locally, with mitigating actions
such as pre-purchasing, supplier renegotiation, and product
substitution already in place. Additionally, S&P expects the high
share of resilient U.S. domestic travel to buffer any potential
demand-side impact from trade policy changes.

Areas continues to demonstrate resilient performance across its
global operations, with year-to-date trading through May 2025 ahead
of our previous expectations. Areas reported sound operating
performance in fiscal 2024 with revenues up 5.8% to EUR2.2 billion
on strong performance across all geographies and markets. S&P
Global Ratings-adjusted EBITDA margin improved 220 basis points to
23.5%, supported by productivity gains and effective cost
management. This positive momentum has continued into fiscal 2025,
with year-to-date revenue up 1.8% through May 2025. France and
Germany showed a modest underperformance against budget due to
softer demand, mainly tied to lower visitor traffic in leisure
destinations such as Center Parcs. This was offset by
stronger-than-anticipated results in Italy, Iberia, the U.S., and
Mexico. Italy saw robust airport performance, driven by new
openings at Milano Malpensa T1 and delayed refurbishment activity,
while Iberia benefited from increased rail traffic at Chamartín
and Atocha stations. In the U.S., solid performances at Minneapolis
and Los Angeles offset temporary disruption in other terminals.
Mexico continued to outperform with high single-digit growth across
major airports.

Airport operations grew 2.3% versus budget. However, motorways and
railways faced localized pressures related to infrastructure work
and reduced footfall in France. Leisure in Germany and France
remained soft, while city-center locations outperformed,
particularly in Iberia and Mexico.

On the cost side, Areas exceeded budget expectations for cost of
goods sold, labor, and rents, resulting in year-to-date EBITDA
nearly 6% above internal targets. S&P said, "We now expect
full-year stand-alone pre-IFRS 16 EBITDA of approximately EUR250
million, up from our prior estimate of EUR240 million, and with
margin further improving to 26%. Additionally, we expect capex
phasing and optimization will support stronger cash generation into
year-end. While Areas reported negative adjusted FOCF after leases
of EUR84 million in 2024 due to higher capex, elevated interest
cost, and high fees related to the two refinancing transactions
that were conducted in the year, we expect earnings growth to
support stronger cash generation, with FOCF after leases of EUR20
million in fiscal 2025 for Areas on a stand-alone basis."

Areas has made steady progress on deleveraging since the pandemic
through an EBITDA-led growth strategy. S&P said, "We now expect
FOCF after concession payments to turn and remain structurally
positive over the medium term. Areas has reduced its S&P Global
Ratings-adjusted debt-to-EBITDA ratio, reaching 5.1x in fiscal
2024, down from a peak of 9.5x in fiscal 2021, returning to levels
below its pre-COVID capital structure. We expect leverage will
reach 4.6x in fiscal 2025 for Areas on a stand-alone basis."

S&P said, "Pro forma the THS transaction, which will be financed
through a proposed $330 million euro-equivalent fungible add-on to
its existing term loan B, we expect leverage to decline further. It
should fall below 5x by fiscal 2026 (first year of full
consolidation), supported by continued revenue growth and
profitability gains. Gross financial leverage stood at 6.5x in
fiscal 2024, based on pre-IFRS 16 EBITDA of EUR222 million and
total financial debt of EUR1.46 billion, but we project it will
fall below 6x by fiscal 2026. Pro forma for the acquisition, we
expect rents and lease debt to increase in line with revenue, given
our view that fluctuations in lease liabilities are inherent to the
business model and will likely drive some volatility in our
adjusted credit metrics. We expect improved operating performance
and lower interest expenses—driven by declining Euribor on
floating-rate debt—will support sustainably positive FOCF for the
combined group in 2026 and beyond. This is despite an uptick in
capex, driven by higher capacity requirements from infrastructure
operators and evolving concession terms.

"We expect Areas to maintain a financial policy consistent with our
expectations for a 'B' rating. We do not anticipate material debt
reduction over the next 12 months. Therefore, we expect Areas will
maintain S&P Global Ratings-adjusted leverage around 5x under most
normal business conditions. In our view, the company will continue
to remain opportunistic in pursuing growth, but we anticipate it
will continue to operate within the leverage thresholds
commensurate with the current rating, supported by disciplined
execution and capital allocation.

"The stable outlook reflects our view that Areas will continue to
deliver revenue growth and successfully integrate THS, such that it
will support EBITDA growth over the next 12 months thanks to
improved scale and market position, as well as ongoing productivity
improvements. This should support flat FOCF after leases despite
rising capex needs, FFO cash interest coverage above 2.0x, and
deleveraging toward 4.5x in fiscal 2026."

S&P could lower the rating over the next 12 months if the group
issues additional debt, or if it is unable to execute its growth
strategy and experiences operating setbacks, leading to weaker
EBITDA than in its base-case projection and jeopardizing
deleveraging prospects, such that:

-- Free operating cash flow (FOCF) after concession payments
remained negative in short to medium term;

-- EBITDAR interest coverage does not remain comfortably above
1.2x; or

-- Liquidity deteriorated significantly.

This scenario could occur if there was a sizable drop in traffic
due to the challenging economic conditions limiting households'
ability to travel.

S&P said, "We see rating upside as remote over the next 12 months
because of Areas' elevated leverage and financial sponsor
ownership. A positive rating action would result from sustained
strong operating performance, leading to S&P Global
Ratings-adjusted debt to EBITDA comfortably below 5.0x, FOCF after
leases of more than EUR50 million on a sustained basis and EBITDAR
interest coverage at least approaching 2x. In addition, for a
positive rating action, we would expect the financial sponsor to
commit to maintain financial policies that would support this
improved level of leverage and we would expect the risk of future
releveraging events to be low."




=====================
S W I T Z E R L A N D
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CONSOLIDATED ENERGY: Moody's Cuts CFR to 'B3', Outlook Stable
-------------------------------------------------------------
Moody's Ratings downgraded Consolidated Energy Limited's (CEL or
the company) long-term corporate family rating and probability of
default rating to B3 from B2 and to B3-PD from B2-PD respectively.
Concurrently Moody's downgraded the ratings of the existing backed
senior secured term loan B and the backed senior secured revolving
credit facility (RCF) to B2 from B1 and the rating of the backed
senior unsecured notes to Caa1 from B3 issued by Consolidated
Energy Finance, S.A.(CEF).

The outlook was changed to stable from negative on both entities.

RATINGS RATIONALE

The rating downgrade reflects CEL's high Moody's adjusted leverage
of 9.0x debt/EBITDA at the end of Q1 2025, which Moody's expects to
decline towards a still relatively high 6.0x over the next 12-18
months on a sustained basis. When considering $146 million of
insurance proceeds for equipment failures in previous years,
Moody's expects leverage to decline towards 5.0x by year end 2025
before increasing back towards 6.0x in Moody's adjusted base case
reflecting the absence of the one-time insurance proceeds. To
reduce its gross debt meaningfully, Moody's believes CEL requires
at least mid-cycle methanol and ammonia price (Moody's assumptions,
different from CEL's assumptions) to generate meaningful free cash
flow (excl. insurance proceeds) amid its relatively high interest
expense of more than $280 million annually and the company owning
only 50% of its cash generative subsidiary in the US Natgasoline
LLC (B3 positive, Natgasoline) and 60% of Oman Methanol Company
(OMC), while fully consolidating them.

Furthermore, the downgrade reflects a relatively opportunistic
financial policy. The presence of financial transactions and
linkages (e.g. existence of $393 million 10.52% loan from CEL to
its parent Proman AG (Proman) maturing in January 2031 and CEL
providing guarantees for $460 million of five year term loan
facilities outside of the restricted group coming due in December
2028, which is not serviced by CEL. This weighs negatively on CEL's
rating as reflected in Moody's governance consideration.
Additionally, Moody's financial policy assessment incorporates CEL
not addressing all upcoming maturities at least one year before
coming due and the relatively small size of its RCF at the CEF
level of only $140 million coming due in February 2029, of which
only $13.3 million were available at end of Q1 2025. According to
CEL $15 million of the RCF have been repaid recently.

The B3 rating also reflects the risk that CEL continues to support
the financing needs of its shareholder.

At the same time CEL's rating is supported by its leading market
position in methanol, which is underpinned by its competitive cost
position reflected by high EBITDA margins and ability to generate
strong cash flows at above mid cycle commodity prices under Moody's
assumptions. Positively, Moody's notes that the Natgasoline
turnaround has been completed successfully and that the plant is
operating at high operating rates since the beginning of 2025. The
rating furthermore reflects Moody's expectations that CEL will
stringently apply FCF generation and any repayments of the $393
million intercompany loan to its shareholder Proman to reduce gross
debt on a sustainable basis.

LIQUIDITY PROFILE

CEL's liquidity profile is weak. As of Q1-25 the company had $149.6
million of cash on balance sheet (incl. $16.9 million restricted
cash). Furthermore, the group has $28.3 million available under its
$140 million RCF issued by CEF. The company has a largely undrawn
$60 million revolver at the level of Natgasoline, which matures in
March 2028. In combination with Moody's expectations of FFO
generation of around $400 million for 2025 (incl. significant
insurance repayments of about $146 million in 2025), these sources
should be sufficient to accommodate swings in working capital and
capital expenditures of around $125 - $150 million per annum. But
absent any additional financing these sources potentially will be
insufficient to repay its upcoming $227 million outstanding fixed
rate bond coming due on May 15, 2026 considering that meaningful
amounts of its cash sits at the level of Natgasoline and OMC.
Moody's assessments of CEL's liquidity profile still takes into
account the expectation that the backed senior unsecured bond
issued by CEF coming due in 2026 will be refinanced in H2 2025 by a
combination of internal cash generation, the intended repayment of
the $393 million loan by its shareholder Proman AG and / or
additional debt issuance.

STRUCTURAL CONSIDERATIONS

CEF's outstanding backed senior unsecured bonds are rated Caa1, one
notch below the B3 CFR, reflecting the priority ranking of the
backed senior secured term loan B and the $140 million RCF, which
are rated B2. The rating of the backed senior unsecured bonds also
reflects the structural subordination of CEF's creditors to those
of its US-based operating subsidiary, Natgasoline, which is not a
guarantor for CEF's bonds and whose financial debt is largely
secured against respective assets. Natgasoline has total Moody's
adjusted debt of $986 million, while the replacement value of the
facility is approximately $2.2 bn (estimated by the company). The
rating of the backed senior secured bank credit facilities is B2,
one notch above CEL's CFR, because of their priority ranking in the
capital structure.

RATING OUTLOOK

The stable outlook reflects Moody's views that CEL will be able to
address CEF's upcoming $227 million outstanding backed senior
unsecured maturity in May 2026 and its good market position in the
global methanol markets will enable it to generate meaningful cash
at times of above mid cycle commodity prices (Moody's
assumptions).

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

Moody's could consider upgrading CEL's rating if the company
reduces its Moody's adjusted debt/EBITDA to below 5.5x under mid
cycle conditions, increases its interest cover to above 2.5x
interest expense/EBITDA (1.4x per Q1 2025), builds a track record
of a more conservative financial policy as evidenced by refinancing
upcoming maturities at least one year before coming due and manages
to generate significant free cash flow.

Moody's could downgrade CEL's rating if the company fails to reduce
its Moody's adjusted leverage below 6.5x under mid cycle
conditions, its interest cover remains below 1.5x interest expense
/ EBITDA, its liquidity situation worsens (if the company is unable
to refinance CEF's upcoming $227 million outstanding backed senior
unsecured bond coming due in May 26 before year end 2025) or if the
company supports additional financing needs of its shareholder.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

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.




===========
T U R K E Y
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FLO MAGAZACILIK: S&P Assigns Preliminary 'B' ICR, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Turkish footwear retailer Flo Magazacilik Ve
Pazarlama A.S. (FLO) and its preliminary 'B' issue level rating to
the proposed $350-million equivalent bond.

S&P said, "The negative outlook reflects our expectation of subdued
operating performance in 2025, weighing on margins, cash flow, and
leverage metrics. We forecast adjusted EBITDA margins declining to
about 10.6% in 2025, before progressively recovering toward 13.0%
in 2026, translating into negative free operating cash flow (FOCF)
after leases, and adjusted debt to EBITDA reaching 4x in 2025,
before declining to closer to 3x in 2026."

The preliminary 'B' rating on FLO is based on the proposed Eurobond
and the associated refinancing. FLO's proposed issuance equates to
approximately Turkish lira (TRY) 15 billion, using our assumption
of the average foreign exchange rate of TRY44/US$1 in 2025 (used
throughout S&P's forecasts). The new debt will be used to repay
$350 million of existing debt.

FLO is a leading footwear retailer in Turkiye, with a strong
physical store network and well-developed e-commerce operations. At
the end of 2024, FLO operated 540 stores in Turkiye, predominantly
across Istanbul, Ankara, and Izmir. The group is the market leader
in the fast-growing Turkish footwear market. At the end of 2024,
according to the IPSOS Individual Textile Panel Report, FLO had a
market share of 26.4% in the footwear market in Turkiye based on
total value--far ahead of its closest competitor with 11.5%. In
2024, around 59% of sales came from the domestic retail market,
with the rest from international, wholesale, e-commerce and
franchise operations. Its strong physical presence across Turkiye
is complemented by its e-commerce operations, with seven domestic
e-commerce websites (across brands) and four mobile applications.
FLO also operates an online marketplace, with 191 third-party
sellers offer products. As of June 30, 2024, this marketplace model
accounted for 18% of total sales volume, and e-commerce by the end
of 2024 accounted for almost 10% of sales. FLO also sells on other
leading Turkish e-commerce sites. S&P views this omnichannel
approach as a positive factor allowing it to reach a variety of
customers.

Although the rating is supported by a diversified portfolio of
brands and store concepts, it is constrained by geographic
concentration and limited size compared with international players.
Its main store concepts are FLO, which accounted for about 47% of
sales in 2024, and Instreet, at around 15%. Alongside Sneakerbox,
these three are multibrand chain stores, which are complemented by
monobrand stores including Lumberjack, Reebok, and Nine West.
Across its various sale channels, the group sells a combination of
own brands (46% of sales), exclusively licensed brands (29% of
sales), private labels (10%), and third-party international brands
(15%), allowing it to target a wide audience of customers across
different price ranges. Across its own brands, Lumberjack accounts
for 24% of sales (2024), followed by Kinetix (12.7%) and Polaris
(9%). The group generates over 80% of revenue in Turkiye, including
wholesale and ecommerce operations, with the remainder mainly in
Russia, Kazakhstan, and Morocco, among others. S&P said, "In our
view, the geographic concentration as well as the limited sized
compared with international peers--such as Foot Locker
(BB-/Stable/--) and Caleres (BB-/Stable/--)--constrain the business
risk profile. This makes the company's performance dependent on
consumer confidence levels in Turkiye, amid a continued
hyperinflationary environment and devaluation of the lira. In 2024,
we saw how the concentration in Turkiye could impact operational
performance, as deteriorated consumer demand led to lower sales
growth and a drag on profitability. In the first half of 2025,
weaker consumer demand trends already observed in 2024 persisted,
alongside other impacting events such as political turmoil in
Istanbul, impacting Flo's sales, profitability and inventory
level."

S&P said, "We note, however, that vertical integration gives FLO
control over its design and manufacturing process. The company
sells annually more than 50 million pairs of shoes. Of these, 3.5
million are manufactured directly by FLO in its own Sanliurfa
factory, which is the largest footwear manufacturing facility in
Turkiye, and in its new production facility in Morocco. The rest is
produced by more than 500 suppliers, of which 70% are based in
Turkiye and the majority of the remaining 30% come from China.
Supplier concentration is not significant, with only 28% from the
top 10 suppliers. The group directly controls the design and
quality of its in-house brands (85% of total sales), implying
significant vertical integration compared with other pure
retailers. We view positively that the great majority of products
is produced locally, limiting the group's exposure to the global
supply chain, which has been vulnerable to various geopolitical
shocks in recent years."

In addition, FLO's solid and expanding market shares, combined with
positive growth prospects in the domestic and global footwear
markets, support the group's capacity to scale. The group estimates
that the global footwear market grew about 8.4% in 2020-2023 and,
according to Statista, is set to grow further by roughly 2.4%
through 2029. The global sportwear markets (which accounts for
about half of FLO's total sales) is growing even faster. In
Turkiye, the footwear market grew by 19.3% in 2020-2023, and
Statista expects an increase in 2025-2029 of over 4.0%. FLO has a
24% market share in women's footwear and 25% in men's footwear,
according to the IPSOS Individual Textile Panel Report, and a 28%
market share in the sports shoe category.

While store openings, positive like-for-like sales, efficient
pricing, and timely pass-through of inflation may drive a rebound
in 2026, the expected weakness in 2025 underpins our negative
outlook. S&P said, "In our base case, we assume minimal growth in
2025 as the group cut capex to protect its liquidity position. This
year's challenging environment in the Turkish retail market means
we expect minimal growth in U.S. dollar terms in 2025, and total
revenue of around TRY75 billion. This follows last year's top-line
growth in lira terms of 18.5% (2.4% in real terms)--much lower than
in previous years because of government-led cooling strategies
aimed at controlling inflation in Turkiye, which resulted in lower
consumer traffic and weaker demand. Given the long-term positive
underlying market dynamics, we think that the group has some volume
growth potential over the next few years, while timely price
adjustments should continue to compensate for elevated inflation in
the domestic market. In 2026, we forecast the group will marginally
accelerate its net site openings in 2026, to around 5% growth of
its store network. We also forecast that lower domestic interest
rates and markedly lower inflation will support consumer sentiment
and demand. As a result, we think revenues will increase to around
TRY92 billion, with growth in dollar terms of 9%-12%, in 2026."

S&P said, "We expect adjusted EBITDA margins to decline in 2025
before improving in 2026. Profitability has been relatively
volatile in recent years. In 2024, S&P Global Ratings-adjusted
EBITDA margins reduced to 11.8% (from 15.5% in 2023), as a result
of the lower demand. In response to this, the group implemented
more aggressive promotional campaigns to stimulate revenue, which,
as a result, pressured gross profit margins. Difficult conditions
have spilled into the first half of 2025, and the group has been
forced to take similar actions. These efforts are squeezing gross
margins, which we expect to reduce by 300-400 basis points versus
2024. As a result, we expect adjusted EBITDA margins will decline
to 10%-11%. Some measures taken to mitigate the impact include
workforce optimization, procurement improvements and warehouse
efficiency improvements. As economic conditions improve in 2026, we
expect gross margins to gradually improve and adjusted EBITDA
margins to rise toward 12.5%-13.5%, supported also by FLO
leveraging its ability to increase prices and sustain demand. We
understand that there is minimal need for significant business
revamp activities, given that the majority of stores are profitable
and FLO can quickly close loss-making stores owing to the majority
of leases including a six-month break clause. We also note the
group has a significant portion of variable leases, which makes its
cost base more flexible. On the other hand, as we do not add back
variable lease payments to our adjusted EBITDA, this makes the
company's EBITDA margin comparatively lower than peers' with
fixed-leases only. Any prolonged period of lower footfall in the
domestic in-store retail market driven by economic uncertainty in
Turkiye could see profitability forecasts impacted in 2026.

"In our forecasts, increasing capex and rents will weigh on FOCF
after lease payments, while volatile working capital adds some
uncertainties. In 2025, we expect FOCF after lease payments to be
around negative TRY3.6 billion, only marginally better than the
negative TRY3.9 billion we observed in 2024. Some improvement is
driven by the expectation of an improving working capital profile,
whereby outflows should reduce from around TRY2.3 billion last year
to about TRY 500 million in 2025, as the company expects inventory
levels to reduce after build-ups seen in 2024 and the first half of
2025 as demand remained subdued to this point, and further
supported by an improvement in payable terms. We note that
intra-year working capital swings are significant for FLO, at more
than TRY5 billion per year, and these are typically managed through
short-term bilateral uncommitted revolving lines with banks, which
are constantly rolled over. This is a typical feature of corporates
in emerging markets. We estimate capex will decline marginally from
2.6% of sales in 2024 to 2.0%-2.5% in 2025, as the group preserves
cash in a difficult demand environment and focuses predominantly on
maintenance capex. It is likely to increase to close to 3.5% in
2026, to more than TRY3.4 billion, as FLO pursues a strategy of
growth in its store footprint across key markets, including in
Turkiye, and as it focuses on optimizing its existing store network
to align with market demand. Around 0.5%-0.75% of sales are
allocated to store maintenance capex, including visual enhancements
and technology upgrades, with a periodic need for renovation. At
the same time, we note management has some flexibility in reducing
uncommitted capex in times of needs.

"FLO's EBITDA expansion will support steady deleveraging in 2026,
though EBITDAR interest coverage remains low, due to high interest
rates and rents. After the transaction, we expect S&P Global
Ratings-adjusted gross debt of about TRY31 billion, comprising the
$350 million equivalent Eurobond, our estimate of lease liabilities
of around TRY10 billion (including incremental lease impact from
our minimal 3x lease multiple application), our estimate of about
TRY650 million of short-term debt remaining in the structure at
year-end (equivalent to about $15 million), an adjustment for
factoring and reverse factoring lines of around TRY5.5 billion, and
a TRY128 million impact from a pension-related adjustment. We
expect S&P Global Ratings-adjusted debt to EBITDA to be around 4x
in 2025 and decline toward 3x by 2026. While this level is
relatively low compared with that of other companies we rate at
'B', we note the EBITDAR coverage, expected at 1.0x-1.2x in 2025,
and closer to 1.5x-2.0x in 2026, points to a weaker financial risk.
This is because, despite the relatively low level of pure financial
debt, the company's financial flexibility is significantly
constrained by the high rents, significant dollar-denominated
interest payments on the new financing (although at rates likely
lower than its lira borrowings, which are being refinanced), and
very high interest rate on FLO's lira-denominated receivables
factoring facility (on credit card receivables), as well as on its
outstanding local debt. We understand that, as part of the
contemplated transaction, management is looking to potentially
reduce the credit card receivables factoring facility. If we were
to exclude the interests on this line, which ultimately depend on
the level of sales, the EBITDAR interest coverage improves to
1.3x-1.5x in 2025 and 2.0x-2.5x in 2026, more consistent with our
'B' preliminary rating assessment over the course of 18 months.

"Our credit assessment includes a negative comparable rating
analysis (CRA). Our negative CRA reflects the group's exposure to
sizable currency mismatch and no hedging in place, with unexpected
foreign exchange dynamics potentially having a material impact on
the financial risk profile and overall credit quality of the group.
This, combined with a less than adequate liquidity assessment and
our expectation of neutral to negative FOCF after leases in
2025-2026, constrains the group's financial flexibility and hence
our ratings. We note, however, that FLO's financial policy includes
a commitment to maintaining hard currency cash reserves of no less
than 12 months of debt service costs, helping to mitigate FX
volatility. Also, the group does typically generate some revenues
in other currencies than the lira given its operations in other
geographies.

"The final rating will depend on our receipt and satisfactory
review of all final documentation related to the successful notes
issuance. The preliminary ratings should therefore not be construed
as evidence of final ratings. If we do not receive the final
documentation within a reasonable timeframe, or if the final
documentation departs from the materials and terms reviewed, we
reserve the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, the utilization of
proceeds, maturity, size and conditions of the facilities,
financial and other covenants, security, and ranking within the
capital structure.

"The negative outlook reflects our expectation of subdued operating
performance in 2025, weighing on margin, cash flow, and leverage
metrics. We forecast adjusted EBITDA margins declining to
10.0%-11.0% in 2025, before progressively recovering toward
12.5%-13.5% in 2026, translating into negative FOCF after leases,
and adjusted debt to EBITDA reaching 4.0x in 2025, before declining
to closer to 3.0x in 2026.

"We could lower the rating on FLO if FOCF after leases remains
structurally negative, or if there is increased strain on the
group's liquidity position. This could occur, for example, if there
were unanticipated declines in sales from ongoing inflationary
pressure in Turkiye, or if the company was unable to control large
working capital swings, which we observed through an inventory
built up in 2024, alongside strong adverse lira-to-dollar currency
exchange movements.

"We could also take a negative rating action if FFO cash interest
cover does not improve above 2x for full-year 2026, because of
unfavorable foreign exchange dynamics, or a more aggressive
financial policy, including material debt-funded mergers and
acquisitions, significant capex, or shareholder friendly
distributions.

"We could revise the outlook to stable if FLO overperforms our
current base-case assumptions of top-line growth and profitability,
with margin recovering toward historical (pre-2024 levels). This
would translate into structurally positive FOCF, while
strengthening FFO coverage sustainably above 2x. An upgrade would
also depend on our assessment of FLO's liquidity, as well as the
group's financial policy and risk management practices reducing the
volatility of credit metrics, without expectations of significant
spikes in leverage and making it possible to fund expansion or
shareholder distributions."



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AUXEY MIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Auxey Midco Limited's (Alexander Mann
Solutions [AMS]) Long-Term Issuer Default Rating (IDR) at 'B' with
a Stable Outlook.

AMS's 'B' rating reflects its modest scale, limited customer
diversification, and exposure to cyclical market trends, which
continue to weigh on its credit profile. AMS benefits from an
established market position in its core niches, its proven flexible
cost base, and an asset-light business model.

Fitch expects leverage to remain above 6.0x in 2025 amid subdued
recruitment activity constraining deleveraging capacity. Fitch
assumes the company's credit metrics will fall in line with the 'B'
rating in 2026, if market conditions improve. However, uncertainty
around the pace and timing of recovery remains high, which may
prolong the strain on AMS's earnings and cash flow generation. This
could lead Fitch to consider a negative rating action over the next
six to nine months.

Key Rating Drivers

Volatile Leverage: AMS's EBITDA leverage is volatile due to its
small scale and sensitivity to economic cycles. Based on its
conservative assumptions, Fitch expects Fitch-defined EBITDA
leverage to reach 6.8x at end-December 2025, matching 2024 levels,
before falling to 5.0x-6.0x over 2026 and 2027. Although
Fitch-defined EBITDA leverage currently exceeds its current
thresholds for the rating, Fitch expects leverage will remain
within the range consistent with the assigned 'B' rating through
the cycle.

2024 EBITDA Margin Compression: Staff costs constitute roughly 75%
of AMS's operating expenses. Fitch-calculated EBITDA margin fell to
13% in 2024 from 14.6% in 2023 because of bonus payment resumption.
However, pre-bonus EBITDA margins improved to 15.6% due to active
cost management. AMS's margins continue to compare favorably with
the staffing industry average of 3%-6%. Fitch expects EBITDA
margins to remain at around 13% in 2025 before improving in 2026.
However, the improvement will depend on net fee income (NFI)
trends, cost management, and bonus payout levels.

NFI Performance: Recent macroeconomic volatility, cost-control
measures, and persistent geopolitical risks have led many companies
to adopt a cautious approach to hiring. As a result of weak hiring
volumes in existing contracts and slow ramp up of new wins, AMS's
NFI fell by 10% in 2024 across key sectors, particularly in
financial services and pharmaceuticals, and in its major U.S. and
U.K. markets.

While the company's pipeline of new wins and renewals remains
healthy—especially in financial services—and there are signs of
a sequential slowdown in the declining trend, Fitch assumes flat
revenues for AMS in 2025, given the ongoing market uncertainty.

Cash Flow and Financial Flexibility: Fitch expects free cash flow
(FCF) to be negative in 2025 mainly due to lower EBITDA and high
interest costs. However, Fitch assumes more neutral-to-positive
cash flows in 2026 from favorable working capital changes due to
the gap between payment and receipt days at year end in contingent
labor businesses. Fitch expects Fitch-calculated EBITDA interest
coverage to remain weak for the 'B' rating. Refinancing risk is
increasing with term loan maturities in mid-2027, although market
access should be available if trading conditions improve by then,
as Fitch currently assumes in its forecasts.

Exposure to Cyclicality: As a business process outsourcer, AMS is
more entrenched in its client operations than recruitment peers
that are more dependent on hiring volumes with lower switching
costs. AMS's contracts typically include minimum fee protection,
which reduce exposure to market volatility. Although these features
provide some protection against cyclical downturns, the company is
not immune to the effects of reduced hiring appetite and changing
workforce dynamics.

Limited Customer Diversification: Fitch estimates AMS's largest 15
customers generate a significant portion of NFI across financial
services, pharmaceuticals, defense, engineering, and public
sectors. This concentration makes AMS more vulnerable to individual
contract losses. While AMS benefits from longstanding relationships
and multi-year agreements with many of these major clients, the
inherent exposure means that any material reduction in
scope—whether due to client insourcing, cost-cutting initiatives,
or changes in recruitment strategies—could translate into a
meaningful loss of recurring revenue.

Peer Analysis
AMS does not have direct Fitch-rated speculative-grade peers.

A close comparable is The Stepstone Group Holding GmbH (Stepstone)
(B+/Stable) who operates online recruitment platforms and provides
job-search related services including placement of job
advertisements, programmatic recruitment as well as employer
branding services. Stepstone is also exposed to economic cycles due
to its dependence on job and hiring trends. Stepstone has higher
EBITDA margins (trending above 35%) and better cash flow generation
capacity due to lower marginal cost and a scalable tech-based
model, compared to AMS whose operations are more labour intensive.
Stepstone's opening leverage is high for its B+ rating, at around
6.3x at end-2024, Fitch expects leverage to fall to 6.0x at
end-2025 and 5.5x at end-2026.

Fitch also compares AMS with peers within the broader business
services market portfolio rated by Fitch such as Assemblin Caverion
Group AB (B/Positive), Polygon Group AB (B/Negative) and Expleo
Group (B-/Negative).

While AMS is similar in scale to Polygon and Expleo with EBITDA
less than GBP100 million, AMS generates higher margins because of
its specialized niche services.

Polygon operates in the damage restoration business with framework
agreements but no committed volumes. Like AMS, it has high customer
retention. However, demand for Polygon's services remains resilient
throughout economic cycles. AMS's credit profile is also
constrained by a less diversified customer base, with its top 15
clients representing a significant portion of business, like
Polygon.

AMS' leverage profile is similar to it peers. However, its
Fitch-adjusted leverage is more volatile as it is more exposed to
cyclical pressures. Consequently, AMS's leverage thresholds are
tighter than Stepstone, Polygon and Expleo.

Key Assumptions

- NFI growth muted in 2025, followed by low to mid-single-digit
growth in 2026 driven by a ramp-up of contracts, scope expansion,
and new contract wins;

- Fitch-defined EBITDA margin remains flat at 13% in 2025, before
recovering to 2023 levels in 2026;

- Working-capital inflows/outflows of GBP10 million-GBP20 million
per year;

- Exceptional cash outflow of GBP5 million in 2025 and 2026;

- Capex at 3% of NFI per year until 2028;

- No M&A or dividend payments for 2025-2028.

Recovery Analysis

- The recovery analysis assumes that AMS would be considered a
going concern in bankruptcy and that it would be reorganised rather
than liquidated;

- A 10% administrative claim;

- Its going-concern EBITDA estimate of GBP50 million reflects
Fitch's view of a sustainable, post-reorganisation EBITDA;

- An enterprise value multiple of 5.0x is used to calculate a
post-reorganisation valuation and reflects a distressed multiple;

- AMS's RCF of GBP40 million, which ranks equally with its term
loan B, is assumed to be fully drawn in default. Fitch does not
include its GBP60 million invoice discounting facility in
recoveries as Fitch assumes it will be available through
bankruptcy. On that basis, its analysis suggests a recovery
percentage for the senior secured debt in the 'RR3' band,
consistent with an instrument rating of 'B+'.

RATING SENSITIVITIES

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

- EBITDA leverage sustained above 6.0x throughout the cycle;

- EBITDA interest cover below 2.0x through the cycle;

- Consistently negative or volatile FCF generation with permanent
drawdowns under its RCF and/or delays in addressing refinancing
ahead of maturities;

- Evidence of increasing operational pressures, including fewer
contract renewals and pricing pressure.

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

- Larger scale, with EBITDA trending above GBP100 million combined
with sustainably higher FCF;

- A more diversified customer base and services offering that
strengthens the operating profile;

- EBITDA leverage sustained below 4.0x throughout the cycle;

- EBITDA interest cover sustained above 2.5x through the cycle.

Liquidity and Debt Structure

Liquidity is supported by a cash balance of GBP34 million at YE
2024 and the availability of GBP38.5 million under its GBP40
million RCF (net of GBP1.5 million ring-fenced for guarantees and
foreign-exchange lines) maturing in December 2026. AMS also has
access to GBP60 million and USD5 million invoice discounting
facilities. Fitch expects these resources to be sufficient to fund
shortfalls in FCF from seasonal working-capital outflows and capex
requirements over the near term.

The group's outstanding GBP353 million equivalent Term loan B
matures in June 2027.

Issuer Profile

Headquartered in London, AMS is a provider of talent acquisition
and management services to over 200 corporations, primarily
multinational blue-chip corporations across eight sectors and 120
countries.

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
   -----------                  ------         --------   -----
Alexander Mann
Solutions Corporation

   senior secured         LT     B+ Affirmed     RR3      B+

Auxey Midco Limited       LT IDR B  Affirmed              B

Auxey Bidco Limited

   senior secured         LT     B+ Affirmed     RR3      B+


BOOTS GROUP: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned The Boots Group Intermediate Limited
(The Boots Group), a carve-out of the International segment of
Walgreens Boots Alliance, Inc. (WBA), an expected Long-Term Issuer
Default Rating (IDR) of 'BB-(EXP)'. Outlook is Stable.

This rating assumes a proposed capital structure with USD4.25
billion debt and USD2.83 billion equity to fund USD6.4 billion
implied purchase price and transaction costs, and leave about
USD500 million of cash on balance sheet.

Fitch has also assigned senior secured expected instrument ratings
at 'BB(EXP)' to planned senior secured term loans B and senior
secured notes to be issued by The Boots Group Bidco Limited, Boots
Group Finco L.P. and The Boots Group Luxco S.a.r.l. This represents
a one-notch uplift from the IDR, reflecting the secured nature of
the debt instruments resulting in a Recovery Rating of 'RR3',
albeit ranking after the material GBP680 million asset-based
revolving credit facility.

The IDR balances the strong market position of Boots in the UK with
unique and sustainable competitive advantages. This supports an
overall mid to high 'bb' category business profile with a 'b'
category financial profile, which results from a moderately high
5.0x opening EBITDAR leverage and relatively modest 2.0x
fixed-charge coverage. This is mitigated by the expectation of
sustained positive free cash flow generation under the assumption
of no cash dividends over the rating horizon.

The Stable Outlook reflects the expectation of defensible to mildly
growing profits and a satisfactory liquidity position supported by
the asset backed lending ABL facility and continuation of factoring
programmes.

Key Rating Drivers

Strong Market Position: The Boots Group has strong market positions
as a leading pharmacy-led beauty and health retailer in the UK and
leading pharmaceutical distributor in Germany. With about USD1.5
billion EBITDAR, The Boots Group has an investment-grade scale.
Boots is the key profit contributor (about 90% of group EBITDA)
while pharmacy and pharmaceutical distribution add demand
stability.

Sustainable Competitive Advantages: Fitch sees Boots as
well-established business with sustainable competitive advantages.
Pharmacy drives the footfall to a nationwide overall network of
around 2,300 Boots stores, including 373 opticians, in the UK and
the Republic of Ireland (RoI), which are convenient one-stop shops
for a diversified product offering. Boots has leading positions
across its key product categories of beauty and health and
wellness, benefiting from closures of department stores. It has
improved its position despite new store openings by competitors in
premium beauty.

Boots has a strong loyalty card with around 17 million members. It
has successful own-brand products, including Boots, No7 and Soltan,
that are competitively priced and generate a good profit margin.
This is reflected in a respectable EBITDA margin of close to 10%
for this portion of the company's operations.

Transaction Adds Leverage: Fitch expects the transaction to be
funded by USD4.25 billion of new debt, USD1.25 billion fresh
preferred equity, and common equity at USD1.58 billion. Fitch
forecasts initial EBITDAR gross leverage of about 5.0x, to only
slightly reduce (to 4.8x by financial year ending August 2028) over
the rating horizon because of mild earnings growth and limited debt
amortisation. This maps to a 'b' median under its Non Food Retail
Navigator. Fitch includes drawings under the factoring programme,
increasing gradually to around USD1 billion by FY26, in its debt
calculation.

Preferred Equity Not Debt: Fitch has treated the preferred equity
as equity under its criteria due to it being raised outside the
restricted perimeter and injected as equity into the group, its
perpetual and structurally subordinated nature, and intention to
pay dividends in kind (PIK nature) over the rating horizon.

Ring-Fenced Legal Claims at Parent: Fitch understands from issuer
that the legal claims against its current US parent WBA regarding
opioid-related litigation are ring-fenced to the US business, and
therefore The Boots Group is insulated from the risk that they may
become a liability for the company.

Gradual Earnings Growth: Fitch forecasts The Boots Group EBITDAR to
grow to USD1.6 billion by FY27 from USD1.5 billion in FY24. The
uplift will come from low single-digit sales growth and continued
efforts to manage operating cost inflation, as demonstrated in the
recent past. Fitch expects a slightly declining margin due to the
shift online (17% of Boots retail) and growth of third-party
brands. Fitch anticipates beauty segment growth to slow and no
material profit contribution from other international markets
combined, excluding Germany.

Opportunities for Pharmacy Segment: Fitch expects UK and RoI
pharmacy segment sales (near USD3 billion) to return to growth from
FY26. Fitch sees further growth opportunities for Boots to capture
NHS funding uplift under the Pharmacy First programme in England
via its nationwide store network, with particular benefit to the
800 smallest Boots pharmacies, which contribute less to profits.
Under the programme pharmacies will provide additional services,
which typically are higher margin, although driven by the
conditions of this funding provision.

Wholesale Adds Stability: Alliance Healthcare Deutschland (6% of
group EBITDA), the issuer's wholesale business, contributes over
half of group revenues and is the leading company in the Germany,
with scale benefits and strong relationships with the pharmacy
channel. It operates in a non-cyclical and regulated market with
stable demand, providing visibility and stability to revenues and
cash flows. However, despite operating in an oligopolistic
industry, it is subject to structurally limited profitability,
reflecting intense regulatory pressures. Fitch assumes margin
expansion of 20bp from 0.6% in FY24 from operating efficiencies.

Risk of Under-Invested Stores: Fitch projects higher capex than in
FY23-FY24 but Fitch sees some risk that the tail of under-invested
Boots stores may deter customer spending, as the specialized
category competitors open new, very attractive stores. Fitch
understands that group is satisfied with its store estate size,
after closures of 624 less profitable small stores in the UK since
2019. However, majority of site-level profits come from the top
500, predominantly larger destination health and beauty stores,
with wide product range and extensive healthcare offerings. The
remaining store estate makes a lower contribution.

Positive FCF: Fitch anticipates positive free cash flow (FCF)
generation of about USD200 million annually, well below
management's forecast; with FCF margin of about 1%, after an
average of about USD350 million capex and USD360 million interest
cost annually. Positive FCF permits net leverage reduction.
Previously, positive cash flow generated by International segment
of WBA was up-streamed to the parent.

Peer Analysis

The Boots Group is larger by revenue than Kingfisher plc
(BBB/Stable), El Corte Ingles, S.A. (BBB-/Positive), FNAC Darty SA
(BB+/Stable), Pepco Group N.V (BB/Stable) and Kohl's Corporation
(BB-/Negative). It is similar to Ceconomy AG (BB/Stable), but
smaller than Bellis Finco plc (ASDA, B+/Stable). Like The Boots
Group, some of the above businesses have leading market positions
in one or two key markets. The Boots Group, El Corte, Kingfisher,
Kohl's and Bellis have near or investment-grade scale on an EBITDAR
basis (around USD1.5 billion).

The Boots Group's operating profit margins are comparatively low
due to the wholesale part of the business. The group-wide EBITDAR
margin of about 6% is above ASDA (near 5%, bbb on food navigator),
Ceconomy (4.5%), slightly below FNAC (nearing 7%), below El Corte
(8%), Kohl (9%), Kingfisher (10%), Mobilux (11%), Pepco (13%) and
Douglas (17%).

The EBITDA margin for Boots UK (including pharmacies) at 10% is
aligned with other non-food retailers, including Douglas at about
10% and Pepco at about 11%, after the Poundland disposal). The
Boots Group's German wholesale EBITDA margin of 0.6% in FY24 is
below that of US pharmaceutical distributors such as Cardinal
Health Inc (BBB/Stable) and Cencora, Inc (A-/Stable) at around 1%,
which are much larger (USD200 billion-300 billion vs USD12 billion
for The Boots Group).

The Boots Group's EBITDAR leverage of about 5.0x is similar to
Douglas and Kohl's, one turn below ASDA's, with demand for food
more resilient, 1.5x turns above FNAC's, 2.0x above Ceconomy's and
3.0x above Kingfisher's. Fixed charge coverage at 2.0x is 4.0x
weaker than El Corte's (material share of properties owned), 1.0x
weaker than Kingfisher's and broadly aligned with other non-food
retailers.

Key Assumptions

Fitch's Key Assumptions Under Its Rating Case:

- In FY25, Fitch expects sales growth of around 2.2%, as Fitch
expects Boots Pharmacy to contract by around 4.5%, mainly due to
store closures in FY24, offsetting growth of around 2% at Boots
Retail. In FY26-FY28, Fitch expects organic sales growth of
3.0%-3.5% a year, with Boots growing at 2.5%-3% a year, while
Alliance Healthcare Germany and other markets grow at 3%-4%.

- Fitch assumes adjusted EBITDA margins at 4.5% in FY25, before
slightly declining towards 4.3% by FY28, mainly due to channel and
product mix changes, with some inflationary wage pressures at Boots
mostly offset by cost initiatives.

- Fitch assumes small working-capital cash outflows of around USD25
million a year (with gradual increase in factoring utilisation
deducted here and added as increase in debt).

- Fitch expects capex intensity to remain 1.3%-1.5% of sales.

- Fitch assumes about USD450 million one-off payment of pension
liabilities at the end of 2025.

- Fitch assumes no common or preferred dividends paid in cash, with
dividends to/from non-controlling interests offsetting each other.

- Fitch expects no further M&A

RATING SENSITIVITIES

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

- Weaker than expected performance

- EBITDAR gross leverage above 5.0x on a sustained basis

- EBITDAR fixed charge coverage below 1.7x on a sustained basis

- Annual free cash flow below USD100 million

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

- Successful execution of strategy demonstrating continued positive
like-for-like sales growth and cost optimisation to help offset
cost inflation in the UK retail business, along with earnings
growth in pharmacy segment benefitting from additional NHS funding
while managing the cost of service provision, and efficiency
delivery in wholesale business leading to EBITDAR growth

- EBITDAR gross leverage below 4.5x on a sustained basis

- EBITDAR fixed charge coverage above 2.5x on a sustained basis

- Free cash flow margin of at least 2%

Liquidity and Debt Structure

Fitch considers The Boots Group's pro forma available liquidity
upon completion of the transaction to be satisfactory. It will be
comprised of USD500 million cash, the new GBP680 million undrawn
ABL facility and nearly USD1.3 billion factoring programmes, which
Fitch assumes will continue. Its rating case assumes cash balances
build over the rating horizon from positive cash generation.

The company uses two factoring programmes of EUR700 million, with
seasonal increases to EUR800 million, and GBP250 million to fund
trade receivables, mostly from pharmacies in Germany and the NHS in
the UK. The lines are drawn to varying degrees throughout the year
based on working-capital needs.

The new prospective senior secured notes and term loan B will
mature in 2032 and are subordinated to the ABL facility due in
2030. The factoring lines are recourse only to sold receivables and
a EUR60 million additional claim on ABL assets thereafter.

Issuer Profile

The Boots Group is a carve-out of all the non-US business from WBA.
The Boots Group incorporates Boots UK, operations in RoI, Germany
and Mexico, and other Boots stores and franchise revenue globally.

Date of Relevant Committee

27 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

The Boots Group has an ESG Relevance Score of '4' for Governance
Structure due to combination of concentrated ownership stake and
management leadership control in the hands of one family. This has
a negative impact on the credit profile, and is relevant to the
rating[s] 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  

   -----------               ------                     --------  

The Boots Group
Luxco S.a r.l.

   senior secured      LT     BB(EXP)  Expected Rating    RR3

The Boots Group
Bidco Limited

   senior secured      LT     BB(EXP)  Expected Rating    RR3

The Boots Group
Intermediate Limited   LT IDR BB-(EXP) Expected Rating

Boots Group Finco
L.P.

   senior secured      LT     BB(EXP)  Expected Rating    RR3

BOOTS GROUP: S&P Assigns Preliminary 'B+' Ratings, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term ratings
to The Boots Group and its proposed senior secured term loans B and
senior secured notes; the '3' preliminary recovery rating reflects
its estimate of 55% recovery in a hypothetical default scenario.

The stable outlook reflects S&P's expectation that the proposed
transaction will close successfully and The Boots Group will
continue its growth strategy, resulting in revenue increasing by
about 3% and stable adjusted EBITDA margins of about 6% in fiscals
2025 and 2026, leading to adjusted debt to EBITDA of 6.0x-6.5x over
the next 12-24 months, with FOCF after leases remaining at about
$300 million annually from fiscal 2026.
Sycamore Partners will acquire a majority stake in The Boots Group
Intermediate Ltd. (The Boots Group)--comprising mainly the retail
health, beauty, pharmacy, and optical operations under the Boots
brand in the U.K. and Republic of Ireland, and wholesale pharmacy
business under Alliance Healthcare in Germany. The group will be
spun off from Walgreens Boots Alliance Inc. (WBA; BB-/Watch Neg/B)
with a new capital structure.

The Boots Group benefits from a strong presence in the U.K. and
Republic of Ireland, thanks to its large Boots store network and
market leadership in the retail space. In the U.K. and Republic of
Ireland, The Boots Group generates close to 90% of its EBITDA with
market leadership positions in both its pharmacy and beauty
segments, through its Boots business. This is largely thanks to its
ability to cater to a wide customer base through its large and
diverse product offering. The group operates close to 2,300 Boots
stores in the U.K. and Republic of Ireland, benefiting from
proximity to consumers in all areas of the country. The group also
has a strong online proposition, through which Boots U.K. generates
11% of its revenue (17% excluding pharmacy), profiting from an
omnichannel strategy. We also acknowledge the strength of Boots'
loyalty program, which has more than 17 million active users, and
the attractiveness and margin profile of its own brands (including
N°7).

Alliance Healthcare in Germany generates over $12 billion of
revenue but margins are structurally low. Alliance Healthcare is
the No. 1 pharmacy distributor in Germany with 29 wholesale
distribution centers. The group benefits from its stronghold in the
country with a 27.1% share of a market where S&P believes volumes
are key for potential growth, given the inherently high fixed costs
of the sector and low S&P Global Ratings adjusted EBITDA margins
averaging 1%-2%, resulting from regulation.

The Boots Group's business risk profile is constrained by the
group's reliance on discretionary spending, exposure to regulation,
and concentration in the U.K. Boots U.K. generates close to
two-thirds of its revenue from items that are discretionary in
nature (such as beauty, health and wellness, and personal care).
Therefore, it is exposed to fluctuations in consumer demand and
preferences, given the ever-changing trends in beauty and health
care segments. The group generates almost 90% of its EBITDA in the
U.K. and Republic of Ireland, thus it is exposed to macroeconomic
and regulatory headwinds. This is especially tangible in the
pharmacy businesses, where it generates approximately $2 billion
from the National Healthcare System (NHS) in the U.K., so any
change in funding or regulation could negatively affect the group.
S&P notes, however, that there are also opportunities from this
aspect, as has been the case with the U.K. government's commitment
to increasing funding to pharmacy services to alleviate the burden
on the NHS.

S&P said, "The group reported resilient revenue growth in fiscal
2024 and the first half of fiscal 2025, and we expect the positive
momentum to continue. The group reported 7.7% revenue growth to
$23.6 billion in fiscal 2024 and 5.9% in the first six months of
fiscal 2025, supported by strong growth of the Boots business (up
3.1%), which benefited from the strong performance of its beauty
business in the U.K.; and Alliance Healthcare (up 9.3%), thanks to
increasing demand for pharmacy products in Germany. We expect this
trend to continue and for the group to report about 3% revenue
growth in fiscals 2025 and 2026 to about $24.3 billion and $25
billion, respectively. Despite competitive pressures, alongside
higher input and staff costs, we expect the group's operating
efficiency measures will help lead to stable S&P Global
Ratings-adjusted EBITDA margins of about 6%. This will result in
continuously strong cash flow, despite higher interest expense of
about $500 million per year (including leases) due to the new
capital structure, and capital expenditure (capex) of $320
million-$370 million. We, therefore, anticipate FOCF after leases
of approximately $300 million per annum from fiscal 2026."

The Boots Group's separation from WBA will result in its own
governance and capital structure. As part of the transaction,
announced March 6, 2025, Sycamore will acquire the entire WBA group
and WBA's operations will be separated into segments. One of those
segments is The Boots Group, which in addition to Boots and
Alliance Healthcare operates other smaller international business
such as Farmacias Benavides in Mexico. The Boots Group will be spun
off from WBA and have its own governance and capital structure. The
group has significantly reduced the execution risk from the
separation, since it currently runs independent IT systems and
supply chains. Subsequent to the separation from WBA, we understand
that The Boots Group will undertake a digital infrastructure
transformation project, which could pose certain risks over the
next few years.

The new capital structure will include $4.25 billion of senior
secured debt, leading to a highly leveraged balance sheet. The
acquisition will be funded with a mix of debt and equity, including
$2.25 billion of term loans and $2.0 billion of senior secured
notes, both maturing in 2032, as well as a £680 million
asset-backed loan (ABL), maturing in 2030, and expected to be
undrawn at closing. In addition, Stefano Pessina, WBA's current
shareholder, will maintain a significant equity investment in The
Boots Group, while Sycamore and minority investors will inject new
equity into the acquired group. Also, the group will issue $1.25
billion of non-cash-paying preference shares, which we treat as
debt, with an accrued dividend of percentage points in the
mid-teens. S&P said, "We expect this to result in a highly
leveraged capital structure, with S&P Global Ratings-adjusted debt
to EBITDA at about 6.2x (5.1x excluding the preference shares) by
the end of fiscal 2026. We understand the group's strategy is to
reinvest excess cash in the business and rapidly deleverage, rather
than distribute it to shareholders. However, we forecast The Boots
Group to remain in the highly leveraged category as we do not
anticipate any debt repayments, and we don't deduct excess cash in
our calculation of adjusted debt for entities controlled by a
financial sponsor."

S&P said, "The final ratings will depend on the completion of the
planned acquisition, spin off, and debt issuance, as well as on our
receipt and satisfactory review of all final documentation. The
preliminary ratings should, therefore, not be construed as evidence
of final ratings. If we do not receive final documentation within a
reasonable time, or if the final terms of the transaction or
documentation depart from the materials and terms reviewed, we
reserve the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, use of the proceeds,
maturity, size, and conditions of the term loan, financial and
other covenants, security, and ranking. Finalization of the rating
is also subject to the completion of the acquisition by Sycamore
following all the required approvals, as well as the complete
separation of The Boots Group business from the rest of the WBA
group.

"The stable outlook reflects our expectations that The Boots Group
will successfully separate from WBA after the acquisition by
Sycamore. We also anticipate that The Boots Group will continue to
expand and elevate its beauty proposition and benefit from
additional investment in its pharmacy business in Boots, while
Alliance Healthcare consolidates its market-leading position in
Germany. This will lead to revenue growth of about 3% and stable
S&P Global Ratings-adjusted EBITDA margins of about 6% in fiscals
2025 and 2026, despite some cost pressures. This will translate
into S&P Global Ratings-adjusted debt to EBITDA of 6.0x-6.5x
(including the preference shares) over the next 12-24 months, with
FOCF after leases remaining at about $300 million.

"We could lower our preliminary ratings on The Boots Group if the
group failed to perform in line with our base case, for example as
a result of regulatory changes, competitive pressures, or setbacks
on the execution of strategic initiatives." This would likely
result in:

-- S&P Global Ratings-adjusted leverage increasing toward 7.0x;
or

-- FOCF after leases being significantly lower than in S&P's base
case.

S&P said, "We could also take a negative rating action if The Boots
Group were to pursue a more aggressive financial policy that
resulted in a higher cash interest burden.

"We consider an upgrade remote at this stage, due to the group's
financial-sponsor ownership and highly leveraged capital structure.
However, we could consider a positive rating action if the group
materially outperformed our base case, reducing S&P Global
Ratings-adjusted leverage below 5.0x, while maintaining strong FOCF
and publicly committing to a more conservative financial policy."


COUNTRYMANS CONTRACTORS: JT Maxwell Named as Administrator
----------------------------------------------------------
Countrymans Contractors Limited was placed into administration
proceedings in the High Court of Justice Business & Property Court,
Court Number: CR-2025-MAN-000992, and Andrew Ryder of JT Maxwell
Limited was appointed as administrator on July 10, 2025.  

Its registered office is at 168 Church Road, Hove, BN3 2DL.

Its principal trading address is at Stud Farm, Telscombe Village,
Lewes, East Sussex, BN7 3HZ.

The administrator can be reached at:

            Andrew Ryder
            JT Maxwell Limited
            Po Box 160, Blyth
            NE24 9GP

For further information, contact:
           
             JT Maxwell Limited
             Email: corporate@jtmaxwell.co.uk
             Tel No: 02892 448 110


FRONERI LUX: Moody's Rates New Senior Secured Notes Due 2032 'B1'
-----------------------------------------------------------------
Moody's Ratings has assigned B1 instrument ratings to the proposed
EUR500 million and a EUR500 million equivalent USD backed senior
secured notes due 2032 to be issued by Froneri Lux FinCo SARL.

RATINGS RATIONALE

The proposed backed senior secured notes represent the second leg
of the around EUR3.9 billion financing package that, alongside
around EUR540 million of current cash on balance sheet, will be
used to fund a EUR4.4 billion distribution to shareholders, as well
as funding transaction fees and expenses.

Governance considerations were a key driver of the rating actions.
The company's decision to pay a large dividend results in a
material increase in leverage that has materially weakened Froneri
International Limited's (Froneri) credit profile.

The B1 long term corporate family rating (CFR), the B1-PD
probability of default rating of Froneri International Limited, the
B1 instrument ratings on all currently outstanding senior secured
term loan B's borrowed by Froneri Lux FinCo SARL and Froneri US,
Inc and on the EUR1,000 million senior secured revolving credit
facility (RCF) raised by Froneri International Limited, remain
unaffected because they incorporated Moody's assumptions that the
entire financing package would be successfully executed.

The assigned B1 ratings to the proposed backed senior secured notes
due 2032 issued by Froneri Lux FinCo SARL reflect the sharing of
guarantors and security package with the senior secured facilities
and their pari passu ranking with the senior secured term loans
raised by Froneri Lux FinCo SARL and Froneri US, Inc., and the
EUR1,000 million RCF raised by Froneri International Limited.  

ESG CONSIDERATIONS

Froneri's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. The score mainly reflects
the recent very material increase in leverage, which Moody's
expects to persist for a significant period of time, to fund a
large extraordinary payment to its shareholders. More positively,
the company also benefits from a track record of strong
improvements in operating performance and profitability, as well as
around 46% ownership by Nestlé S.A. (Nestlé).

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

The ratings could be upgraded if operating performance improves
such that (i) Moody's-adjusted debt/EBITDA is well below 5.5x, (ii)
Moody's-adjusted EBITA/Interest Expense is above 2.5x, (iii) free
cash flow generation remains significantly positive, and (iv) the
company maintains at least good liquidity.

The ratings could be downgraded if the company's operating
performance fails to perform in line with Moody's expectations or
the company does not show a commitment to improve key credit
metrics, such that by the end of 2026 (i) Moody's-adjusted
Debt/EBITDA remains above 6.5x, (ii) Moody's-adjusted
EBITA/Interest Expense remains below 2.0x, and (iii)
Moody's-adjusted FCF/debt is below 5%. The ratings could also be
downgraded if the company's liquidity deteriorates to adequate
levels, or Nestlé's stake in the JV decreases.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

Froneri's B1 rating is positioned three notches below the Ba1
scorecard-indicated outcome. The difference reflects among other
factors, the significant expected deterioration of the company's
credit metrics resulting from the proposed transaction alongside
the product concentration risk in the competitive ice cream
market.

CORPORATE PROFILE

Headquartered in the UK, Froneri is a JV between the former R&R
business (owned by PAI Partners) and Nestlé's (Aa3 stable) ice
cream and select frozen food business. Nestlé and R&R have a
long-standing relationship, with R&R operating Nestlé brands under
licences in the UK since 2001. The JV sells in 25 countries with
the US and Europe constituting the main geographies. Froneri is
also present in Latin America (Brazil and Argentina), Asia-Pacific
(Australia, New Zealand and the Philippines), and Middle East &
Africa (South Africa, Egypt and Israel), generating combined
revenue of EUR5.5 billion in 2024.

GROSVENOR SQUARE 2023-1: S&P Cuts D-Dfrd Notes Rating to 'BB+(sf)'
------------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Grosvenor Square
RMBS 2023-1 PLC's class D-Dfrd notes to BB+ (sf)' from 'BBB- (sf)'
and E-Dfrd notes to 'B- (sf)' from ' B+ (sf)'. S&P also raised to
'AA+ (sf)' from 'AA- (sf)' its rating on the class B-Dfrd notes and
to 'A+ (sf)' from 'A (sf)' its rating on the class C-Dfrd notes. At
the same time, S&P affirmed its 'AAA (sf)', 'CCC+ (sf)', and 'CCC
(sf)' ratings on the class A, F-Dfrd, and G-Dfrd notes,
respectively.

The transaction's performance has deteriorated since S&P's previous
review. Total loan-level arrears as of February 2025 stand at
33.87%, significantly up from 25.38% at its previous review in
November 2024. These borrowers have faced payment difficulties amid
inflationary pressures and rising interest rates. Moreover, arrears
greater than or equal to 90 days have increased to 28.86% from
21.88% at our previous review. This is above the U.K. buy-to-let
(BTL) index that has reached 9.3% in the first quarter of 2025.

The originator, Kensington Mortgages Company Ltd. (KMC), focuses on
borrowers with complex credit profiles and non-standard income,
whose credit performance S&P views as more sensitive to economic
stress. As reflected in the current pool performance, the majority
of loans (75%) initially structured as fixed-to-floating have
already reverted to a floating rate.

The rapid amortization of the notes has strengthened credit
enhancement for the senior tranches. However, weaker-performing
assets remaining in the pool have weighed on the repayment
prospects of the more junior notes. The pool factor declined to
about 22% by May 2025, from 27.22% in February 2025 and 35.31% in
November 2024, according to the investor report. The rising arrears
have particularly affected the class D-Dfrd and E-Dfrd notes,
prompting S&P's to lower its ratings on these tranches.

S&P said, "In our analysis, we considered pay rates reported by KMC
for loans over 90 days in arrears. We observed that 50% of these
loans maintained a weighted-average pay rate above 70% over the
past six months. To reflect this risk, we gave no credit to these
loans at the 'AAA' and 'AA' rating levels. For borrowers over 90
days in arrears but consistently paying above 70%, we revised the
arrears adjustment from the 'A' stress level to the 'B' stress
level, while giving no credit to loans with pay rates below this
threshold.

"Since closing, our weighted-average foreclosure frequency (WAFF)
assumptions increased at all rating levels primarily due to higher
loan-level arrears. This has been partially offset by lower
weighted-average loss severity (WALS) assumptions driven by a
decrease in the current loan-to-value (LTV) ratio."

  Portfolio WAFF and WALS

  Rating level  WAFF (%)  WALS (%)  Credit coverage (%)

  AAA           41.77     28.19     11.78
  AA            37.78     22.34      8.44  
  A             33.04     13.32      4.40
  BBB           30.20      8.85      2.67
  BB            27.29      6.16      1.68
  B             26.53      4.09      1.08

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

The general reserve fund and liquidity reserve fund are both at
target.

S&P said, "Our credit and cash flow results indicate the available
credit enhancement for the class A notes continues to be
commensurate with the assigned 'AAA (sf)' rating. We therefore
affirmed this rating.

"We raised our 'AA- (sf)' and 'A (sf)' ratings on the class B-Dfrd
and C-Dfrd notes to 'AA+ (sf)' and 'A+ (sf)', respectively, to take
into account of the increased level of credit enhancement available
for the notes. The results were robust across our sensitivity runs
accounting for higher defaults.

"The credit enhancement for the class D-Dfrd and E-Dfrd notes is no
longer commensurate with the current rating levels. We therefore
lowered to 'BB+ (sf)' from 'BBB- (sf)' and to 'B- (sf)' from 'B+
(sf)' our ratings on the class D-Dfrd and E-Dfrd notes,
respectively, following the rise in arrears resulting in
significantly higher WAFF numbers at lower rating levels, as
reflected in our sensitivity runs.

"The class F-Dfrd and G-Dfrd notes continue to not achieve any
rating in our standard or steady state (actual fees, expected
prepayment) cash flow runs. We therefore affirmed our 'CCC+ (sf)'
and 'CCC (sf)' ratings on the class F-Dfrd and G-Dfrd,
respectively, as they both rely on favorable economic or financial
conditions to service their debt.

"We also considered the uncertain macroeconomic outlook and
deteriorating credit performance. There are no counterparty
constraints on the notes' ratings in this transaction. The
replacement language in the documentation is in line with our
counterparty criteria."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain above the Bank of
England's 2% target in 2025 and forecast the year-on-year change in
house prices in the fourth quarter of 2025 to be 3.5%.

"We consider the borrowers in this transaction to be generally less
resilient to inflationary pressure than prime borrowers. At the
same time, 75% of the borrowers are currently paying a floating
rate of interest and so have been affected by high rates.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities relating to higher levels of defaults due
to increased arrears. We have also performed additional
sensitivities with extended recovery timings due to the delays we
have observed in repossession owing to court backlogs in the U.K.
and the repossession grace period announced by the U.K. government
under the Mortgage Charter.

"We therefore ran eight scenarios with increased defaults and
higher loss severities of up to 30%. The results of the sensitivity
analysis indicate a deterioration that is in line with the credit
stability considerations in our rating definitions."


LANDMARK MORTGAGE NO. 2: S&P Affirms 'B- (sf)' Rating on D Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'AA- (sf)', 'AA- (sf)', 'A+ (sf)',
'A+ (sf)', 'BBB (sf)', and 'B- (sf)' credit ratings on Landmark
Mortgage Securities No. 2 PLC's class Aa, Ac, Ba, Bc, C, and D
notes, respectively.

The rating actions follow S&P's review of the transaction's
performance and the application of our current criteria. Since last
review, its weighted-average foreclosure frequency assumptions have
increased at all rating levels, reflecting the observed increase in
arrears relative to the current balance. Total arrears stood at
31.6% in June 2025.

S&P's weighted-average loss severity assumptions decreased at all
rating levels, mainly reflecting the updated house price index
assumptions used in its analysis.

Credit analysis results

         WAFF (%)   WALS (%)   Credit coverage (%)

  AAA    56.83      25.93      14.74
  AA     51.58      19.20       9.90
  A      48.47       8.47       4.10
  BBB    45.15       3.85       1.74
  BB     41.77       2.00       0.84
  B      40.92       2.00       0.82

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity

Given historic loss levels and that the reserve fund is below its
required level, the transaction is currently amortizing
sequentially. This has resulted in increased credit enhancement for
the outstanding notes. The benefit of increased credit enhancement
is partially offset by the increasing percentage of accounts in
arrears by current balance within the portfolio. This is in part
due to the prepayment of loans leaving the remaining portfolio,
which is 18% of the closing balance, increasing the risk of
negative selection for the pool.

S&P said, "Our analysis assumes 100% foreclosure on the 25.8% of
loans reported in June 2025 to be at least 90 days in arrears.
Further, we have considered the tail-end bullet repayment risk
posed by the 51.2% of the pool that are interest-only loans falling
due in 2031. Conversely, this highly seasoned pool has a relatively
low current loan-to-value of 54.8%.

"Barclays Bank PLC is the cross-currency counterparty for this
transaction. Under our counterparty criteria, our ratings are
capped by our 'AA-' resolution counterparty rating (RCR) on
Barclays Bank, given the transaction's collateral framework and
legal documentation.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class Aa and Ac notes is commensurate
with higher ratings than those currently assigned. However, given
the ratings are capped at the RCR on Barclays Bank, we affirmed our
ratings."

The class Ba, Bc, and C notes also pass our cash flow analysis at
higher rating levels than those assigned. However, while the notes
will continue to benefit from rising levels of credit enhancement,
S&P has affirmed the ratings due to the increasing negative
selection within the portfolio and the tail-end risk presented by
the approaching loan maturities.

S&P said, "The class D notes did not pass our 'B' rating level
stresses, recording small shortfalls. Consequently, we assessed the
key variables under our criteria for assigning 'CCC' ratings,
together with an analysis of performance data. In our view, timely
repayment of interest and ultimate principal on these notes does
not depend on favourable business, financial, and economic
conditions. We therefore affirmed our 'B- (sf)' rating on the class
D notes.

"Sovereign and operational risks do not constrain the ratings.
Legal risks continue to be adequately mitigated, in our view."


MSI GROUP: Cornerstone Business Named as Administrator
------------------------------------------------------
MSI Group Limited was placed into administration proceedings in the
High Court of Justice No 004672 of 2025, and Engin Faik LLB FABRP
of Cornerstone Business Turnaround and Recovery Limited was
appointed as administrator on July 9, 2025.  

MSI Group Limited is a holding company.

Its registered office is at C/o Cornerstone Business Recovery, 136
Hertford Road, Enfield, Middlesex, EN3 5AX.

Its principal trading address is at 2nd Floor Goat Yard Albion
House 20 Queen Elizabeth Street London SE1 2RJ.

The administrator can be reached at:

          Engin Faik LLB FABRP
          Cornerstone Business Turnaround and Recovery Limited
          136 Hertford Road
          Enfield, Middlesex EN3 5AX

Further details contact:

         Eren Faik
         Tel No: 020 3793 3338
         Email: info@cornerstonerecovery.co.uk

SUMMIT 1977: Begbies Traynor Named as Joint Administrators
----------------------------------------------------------
Summit 1977 Limited was placed into administration proceedings in
the High Court of Justice, Business and Property Courts of England
& Wales in Bristol, Companies and Insolvency List (ChD) Court
Number: CR-2025-BRS-000071, and Huw Powell and Neil Frank
Vinnicombe of Begbies Traynor (Central) LLP, were appointed as
joint administrators on July 10, 2025.  

Summit 1977 specialized in the wholesale of office furniture.

Its registered office is at County Gate, County Way, Trowbridge,
Wiltshire, BA14 7FJ.

The joint administrators can be reached at:

               Huw Powell
               Begbies Traynor (Central) LLP
               Ground Floor, 16 Columbus Walk
               Brigantine Place, Cardiff
               CF10 4BY

               -- and --
        
               Neil Frank Vinnicombe
               Begbies Traynor (Central) LLP
               11c Kingsmead Square
               Bath, BA1 2AB

For further details, contact:

               Jack Barker
               Tel No: 02920 894270
               Email: jack.barker@btguk.com


TAURUS 2025-3 UK: Moody's Assigns Ba3 Rating to GBP31.95MM E Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
the notes issued by Taurus 2025-3 UK DAC (the "Issuer"):

GBP127,000,000 Class A Commercial Mortgage Backed Floating Rate
Notes due 2035, Definitive Rating Assigned Aaa (sf)

GBP29,000,000 Class B Commercial Mortgage Backed Floating Rate
Notes due 2035, Definitive Rating Assigned Aa3 (sf)

GBP30,000,000 Class C Commercial Mortgage Backed Floating Rate
Notes due 2035, Definitive Rating Assigned A3 (sf)

GBP49,000,000 Class D Commercial Mortgage Backed Floating Rate
Notes due 2035, Definitive Rating Assigned Baa3 (sf)

GBP31,950,000 Class E Commercial Mortgage Backed Floating Rate
Notes due 2035, Definitive Rating Assigned Ba3 (sf)

Taurus 2025-3 UK DAC is a true sale transaction backed by one
floating rate loan secured by 14 logistics and light industrial
properties and one retail park located throughout the UK. The loan
was granted by Bank of America, N.A., London Branch. The sponsor of
the loan is the Starlight Bidco Limited, an entity controlled by
funds managed and/or advised by the Starwood Capital Group or its
affiliated entities.

RATINGS RATIONALE

The rating action is based on (i) Moody's assessment of the real
estate quality and characteristics of the collateral, (ii) analysis
of the loan terms and (iii) the legal and structural features of
the transaction.

Moody's derives a loss expectation for the securitised loan based
on Moody's assessments of (i) the loan's default probability both
during its term and at maturity and (ii) the value of the
collateral.

Moody's loan to value ratio (LTV) stands at 80.0%. Moody's property
grade is 1.5 for the portfolio (on a scale of 1 to 5, 1 being the
best).

The key strengths of the transaction include: (i) good quality,
well-located property portfolio, close to major transport networks
and population centres, (ii) a strong tenant base, (iii) positive
rent reversion potential, (iv) favourable market fundamentals for
logistics properties, and (v) experienced sponsor and asset
management teams.

Challenges in the transaction include: (i) elevated default risk
and lack of scheduled amortisation prior to a permitted change of
control event (CoC), (ii) exposure to the retail sector, (iii)
pro-rata allocation of principal proceeds, (iv) weak release price
mechanism for the retail property, (v) exposure to older properties
with partly weak energy efficiency ratings and (vi) weak covenants
with no financial default covenant prior to a permitted CoC.

Further, Moody's have rated the notes considering the legal final
maturity date of the notes as specified at closing. The transaction
includes a concept of a Term Extension Modification which may be
passed by way of an Ordinary Resolution of the holders of each
class of notes, which will have the effect of extending the date of
legal final maturity beyond the initial legal final maturity date.
Moody's will consider the impact of any such Term Extension
Modification if and when it is enacted, having regard to the
circumstances driving the extension.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "EMEA
Commercial Mortgage-backed Securitisations" published in June
2025.

Factors that would lead to an upgrade or downgrade of the ratings:

Main factors or circumstances that could lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan, (ii) an increase in the default risk
assessment or (iii) an extension of the legal final maturity date
consistent with Moody's definition of distressed exchange.

Main factors or circumstances that could lead to an upgrade of the
ratings are generally: (i) an increase in the property values
backing the underlying loan, and (ii) a decrease in default risk
assessment.



                           *********


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-
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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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