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250811.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, August 11, 2025, Vol. 26, No. 159 Headlines A U S T R I A ALLWYN INTERNATIONAL: Fitch Affirms 'BB-' IDR, Outlook Positive A Z E R B A I J A N AFB BANK: Fitch Assigns 'B' Long-Term IDR, Outlook Stable B U L G A R I A NATSIONALNA ELEKTRICHESKA: S&P Affirms 'BB' ICR, Outlook Now Stable F R A N C E NORIA 2021: DBRS Confirms BB(low) Rating on Class F Notes NORIA 2023: DBRS Cuts Class F Notes Rating to B(low) REXEL SA: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable G E R M A N Y CECONOMY AG: Fitch Puts 'BB' Long-Term IDR on Watch Positive I R E L A N D MALLINCKRODT PLC: Court Confirms Resolution on Capital Reduction PURPLE FINANCE 2: Moody's Affirms B1 Rating on EUR11.6MM F Notes THUNDER LOGISTICS 2024-1: DBRS Puts BB(low) Rating Under Review Neg I T A L Y PIAGGIO: S&P Affirms 'BB-' Sr. Unsec. Notes Rating, Outlook Now Neg L U X E M B O U R G OHI GROUP: S&P Alters Outlook to Stable, Affirms 'B' LT ICR N E T H E R L A N D S DUTCH MORTGAGE 2024-1: DBRS Confirms B(low) Rating on E Notes S P A I N PROSIL AQUISITION: DBRS Cuts Class A Notes Rating to B(high) U N I T E D K I N G D O M 29 BUCKLAND: Opus Restructuring Named as Joint Administrators APD LIMITED: FRP Advisory Named as Joint Administrators CENERGIST LIMITED: Interpath Advisory Named as Joint Administrators ENERGEAN PLC: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable GUSTO RESTAURANTS: Interpath Named as Joint Administrators MALDON METALS: Carter Clark Named as Joint Administrators NTS 247: Antony Batty Named as Administrators PARK CHINOIS: FRP Advisory Named as Joint Administrators POLARIS 2025-2: DBRS Finalizes B Rating on Class F Notes SECRET6 GROUP: Azets Holding Named as Joint Administrators UGGBUGG FASHION: KR8 Advisory Named as Joint Administrators UNIQUE PROPERTY: Forvis Mazars Named as Administrators - - - - - ============= A U S T R I A ============= ALLWYN INTERNATIONAL: Fitch Affirms 'BB-' IDR, Outlook Positive --------------------------------------------------------------- Fitch Ratings has assigned Allwyn International AG's new EUR600 million senior secured notes due 2031 a 'BB-' rating with a Recovery Rating of 'RR4'. Fitch has also affirmed Allwyn's Long-Term Issuer Default Rating (IDR) at 'BB-' with a Positive Outlook. The notes were issued by fully owned subsidiary, Allwyn Entertainment Financing (UK) plc. The Positive Outlook reflects Allwyn's strong deleveraging profile after the forecast large investment of 2025 and 2026, in particular its share of payments for the Italian lottery license. Its financial policy remains one of the main rating drivers as higher-than-forecast cash up-streamed to ultimate shareholders or unanticipated large debt-funded expansion could affect free cash flow (FCF) generation and deleveraging and lead to the Outlook being revised to Stable. Allwyn's IDR reflects its solid business profile, with increasing product and geographical diversification and scale in the last five years. It includes its assumption of material operating profitability improvement of the United Kingdom National Lottery (UKNL) license in 2025 and resilient performance of Kaizen Gaming International in Brazil. Key Rating Drivers Business Profile Further Streamlined: Allwyn recently announced further streamlining of its group structure, through the sale of its Australian and German land-based casinos and acquisition of the remaining minority stake in Stoiximan via OPAP S.A., Allwyn's majority-owned subsidiary in Greece. The announced disposals will reduce Allwyn's exposure to the land-based casino market, which Fitch views as stagnating, and the consolidation of the full Stoiximan stake will reduce cash dividends to minority stakeholders. License Payments Affecting FCF: The renewal cost of Lottoitalia's lottery license in Italy will be higher than its previous forecast, with Allwyn's 32.5% share of renewal costs EUR725 million. Fitch estimates that most of these license payments, or EUR465million, will be made in 2026, resulting in its forecast of one-off negative FCF margins in 2025 and 2026. Fitch assumes that in the absence of large discretionary outflows, Allwyn should be able to generate healthy FCF margins in the mid-to-high single digits from 2027. Affiliates Dividends Aid Deleveraging: Allwyn's net proportional EBITDAR leverage was strong in 2024 at 3.5x on the back of higher than estimated dividends from affiliates. In 2025, Fitch expects leverage to temporarily increase above the positive sensitivity of 4.5x, reaching 4.9x, due to a large cash outlay for the Italian lottery tender, alongside the planned acquisition of Novibet that Fitch assumes will be primarily debt-funded. However, continuously increasing dividends from equity-owned operations over 2026-2027 combined with steadily growing Fitch-calculated proportionally consolidated earnings should support deleveraging to 4.5x in 2026 and 4.0x in 2027, based on its assumptions. Financial Policy Key for Rating: Allwyn's FCF before dividends remains strong, due to the high profitability of its core businesses and steady dividends from operating companies. This is sufficient to service debt and maintenance capex but is outweighed by forecast high dividend payments and discretionary investments, leading to negative FCF in 2025-2026. This means material deviations from Allwyn's financial policy - including an established consolidated net leverage target of 2.5x and dividend guidance of EUR200 million-300 million a year - could hinder deleveraging and leave little room to absorb operating underperformance. Limited Regulation Risk for Lotteries: Allwyn continued to generate over 70% of its gross gaming revenues from its lottery business in 2024. Fitch continues to view this as a more stable gaming segment, growing slightly more slowly than online sports betting and iGaming, but less exposed to player safety regulations and fiscal risks due to sizeable upfront license payments. Expansionary Business Growth to Continue: Fitch expects modest growth in the lottery market, so anticipate growth will primarily be driven by new and recent acquisitions, alongside the consolidation of partially owned stakes. Fitch includes in its forecast about EUR500 million of M&A spend in 2025, followed by EUR100 million-200 million a year in 2026-2029. Within the company's existing businesses, Fitch expects growth to come from an increasing share of non-lottery gaming revenues and increased penetration of online channels for lottery operations. Peer Analysis Allwyn's EBITDAR margins are strong relative to other Fitch-rated B2C-focused operators, such as Flutter Entertainment plc (BBB-/Stable), Entain plc (BB/Stable) and evoke plc (B+/Negative), which are among the five largest iGaming and online sportsbook operators in Europe. Allwyn has a high portion of lottery revenue, which is less volatile and less exposed to regulatory risks, and has good geographical diversification across Europe, with monopoly or leadership positions within its market segments. It also has a presence in the US and Latin America. However, its revenue diversification is still slightly weaker than the multi-regional revenue bases of Flutter and Entain. Allwyn has larger scale and geographic diversification than Betclic Everest Group (BB-/Stable). This is offset by a less conservative financial policy and materially higher leverage, resulting in the same rating. Key Assumptions Fitch's Key Assumptions Within its Rating Case for the Issuer: - Low-to-mid single-digit organic revenue growth in 2025-2026 on increased online volume in the core markets of the Czech Republic and Greece, with the extent of growth depending on local platform strength. It will also be fueled by revenue growth from the ramp-up of UKNL operations. Low-single-digit revenue decline in Austria due to assets disposal - Consolidated EBITDA margin improving to above 28% by 2029, from 27% in 2025 - Material dividends from equity-owned businesses due to strong operational performance in Brazil and stable performance in Italy - Ordinary dividend payments to ultimate shareholders of EUR300 million a year. Extraordinary dividends of EUR200 million-400 million a year in 2027-2029, assuming that surplus cash generated is paid out as dividends - Consolidation of Novibet from 2026 - Bolt-on acquisitions of EUR150 million a year at an enterprise value of 10.0x EBITDA over 2026-2029 (net of proceeds from assets sale) Recovery Analysis Fitch rates the senior secured debt of Allwyn, issued by Allwyn International AG, Allwyn Entertainment Financing (UK) plc and Allwyn Entertainment Financing (US) LLC, at 'BB-'/'RR4', the same level as Allwyn's IDR. Fitch did not apply any notching of the instrument rating from the IDR, due to the subordination of senior secured debt to reduced, but still meaningful levels, of operating companies' debt, the absence of guarantees and collateral from operating companies, and a material portion of dividend payments from subsidiaries to minority shareholders. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of operating performance leading to consistently negative pre-dividend FCF - A more aggressive financial policy, reflected in proportional lease-adjusted net debt being consistently above 5.5x proportional EBITDAR - EBITDAR fixed-charge coverage below 2.5x, and gross dividend/interest at holding company of less than 2.0x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Further strengthening of operations, with increased access to respective cash flows, and debt structure simplification - Sound financial discipline leading to proportional lease-adjusted net debt trending below 4.5x proportional EBITDAR - EBITDAR fixed-charge coverage above 3.0x, and gross dividend/gross interest at holding company of more than 2.5x on a sustained basis Liquidity and Debt Structure Fitch estimates that Allwyn had sound liquidity at end-2024, with around EUR1 billion of Fitch-calculated cash and operating companies' cash balances at year-end adjusted for minority stake ownership. In July 2025, the company increased its revolving credit facility to EUR350 million and extended its maturity to 2030. It also had EUR560 million other undrawn facilities and EUR312 million of facilities at subsidiaries after the July refinancing. Debt maturities were evenly balanced at end-March 2025, with less than 10% of consolidated debt maturing before 2028 following the completed refinancing in July 2025. Major maturities start only from 2029. Allwyn's solid access to debt capital markets will keep refinancing risk manageable. Issuer Profile Allwyn is the largest European private lottery operator, holding leading or monopolistic positions in Austria, the Czech Republic, Greece, Cyprus, the UK and Italy. It is present in the US since its acquisition of Camelot LS Group. Summary of Financial Adjustments In accordance with Fitch's Corporate Rating Criteria, Fitch uses proportional consolidation for not fully owned assets to arrive at lease-adjusted net debt and EBITDAR for its assessment of leverage metrics used in the Rating Sensitivities. 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 Allwyn has an ESG Relevance Score of '4' for Group Structure, due to substantial minority positions in some of its consolidated assets as well as material contribution of equity-owned businesses to cash flows, which can lead to high volatility in underlying cash flows. 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 ----------- ------ -------- ----- Allwyn International AG LT IDR BB- Affirmed BB- senior secured LT BB- Affirmed RR4 BB- Allwyn Entertainment Financing (UK) plc senior secured LT BB- New Rating RR4 senior secured LT BB- Affirmed RR4 BB- Allwyn Entertainment Financing (US) LLC senior secured LT BB- Affirmed RR4 BB- =================== A Z E R B A I J A N =================== AFB BANK: Fitch Assigns 'B' Long-Term IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has assigned Azerbaijan-based AFB Bank Open Joint Stock Company (AFB) Long-Term Issuer Default Ratings (IDRs) of 'B' with Stable Outlooks. Fitch has also assigned AFB a Viability Rating (VR) of 'b' and Government Support Rating (GSR) of 'no support'. Key Rating Drivers AFB's 'B' LT IDRs are driven by its intrinsic creditworthiness, as captured by its 'b' VR. The VR reflects a limited domestic franchise, business concentrations, and weak, although improving, loan quality. These factors are balanced by reasonable profitability, strong capitalisation, and adequate liquidity buffers. Moderating Growth; Retail Lending Risks: Fitch projects Azerbaijan's GDP growth to decelerate to 3.5% in 2025 and 2.5% in 2026 (from 4.1% in 2024), reflecting a slowdown in the oil and gas sector amid lower global prices. The banking sector's average metrics have improved since 2017, with lowered loan dollarisation and reduced legacy asset-quality risks. However, the rapid expansion of retail lending since 2021 could pose overheating risks, although the central bank takes proactive measures to mitigate credit risk in this segment. Limited Franchise: AFB is a small bank, making up less than 1% of sector assets and deposits at end-1H25. The bank is developing retail lending (end-2024: 49% of gross loans), dominated by low-risk mortgages (76% of total). The corporate franchise is designed around companies affiliated with a large local conglomerate, resulting in high business model concentrations. AFB is owned by a local prominent businessman, and its strategy for the coming years aims at improving performance through greater diversification of its banking operations. Vulnerable Risk Profile: Fitch assesses AFB's underwriting standards as weak, due to sizable single-name loan concentrations, translating into volatile loan quality and growth. Fitch estimates that the 25 largest borrower groups exceeded 70% of the corporate and SME portfolio at end-2024, with the bulk comprising relationship-based exposures. Fitch expects loan growth to accelerate to above 20% a year in 2025 and 2026 (2024: 1.7%), in line with the bank's expansion strategy, mainly driven by retail and SME lending. High Impaired Loans; Moderate Coverage: Impaired loans (Stage 3 under IFRS 9) decreased slightly to 14.4% of gross loans at end-2024 (end-2023: 15.6%), supported by large write-offs (2024: 7.6% of average loans). Stage 2 loans remained a low 1.4% of gross loans at end-2024 (end-2023: 2%). Total reserve coverage of Stage 3 loans reduced to an acceptable 60% at end-2024 (end-2023: 86%). Fitch expects the bank's impaired loans ratio to decrease gradually to 10% in 2025 and 2026, supported by resumed loan growth. Good Profitability But Volatile: The bank's pre-impairment operating profit exceeded 3% of average loans in 2022-2024, after being negative in 2021. However, this provides only a moderate buffer to absorb credit losses, given AFB's high loan concentrations. The operating profit/risk-weighted assets (RWAs) ratio gradually reduced to a still-adequate 2.9% in 2024 (2021: 7.3%), and Fitch expects it to normalise at 2% in 2025-2026, due to higher credit losses. Solid Capital Buffer: AFB's Fitch Core Capital (FCC) ratio declined to a still robust 36% at end-2024 (end-2023: 39%), due to full distribution of 2023 net income as dividends and 3% RWAs growth. The regulatory Tier 1 capital ratio was also high at 32% at end-1H25. In its view, AFB's capital buffer will be partly used for substantial loan growth in 2025 and 2026. However, the FCC ratio will likely stay above 20%, and could be supported by a capital injection from the major shareholder. Concentrated Deposits; Ample Liquidity: Customer deposits made up 61% of liabilities at end-2024, while wholesale funds accounted for a notable 36%. The latter primarily comprises low-cost, long-term loans from state development institutions. The deposit base is highly concentrated by name, including related parties and companies affiliated with a conglomerate. The bank's liquidity buffer was adequate at end-2024, covering 48% of deposits. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade AFB's VR and Long-Term IDRs could be downgraded on a material weakening of capitalisation due to for instance, loss-making performance or rapid loan growth. Furthermore, a significant weakening of liquidity, particularly as a consequence of substantial deposit outflows from the largest corporate customers, could also be credit negative. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upside potential for AFB's VR and Long-Term IDRs is limited and would necessitate a substantial strengthening of the commercial franchise, a more diversified business model, and material enhancements to its risk management framework. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's 'B' Short-Term IDRs are the only possible option mapping to the 'B' Long-Term IDRs. AFB's GSR of 'no support' reflects its view that state support is unlikely to be available to Azerbaijani banks due to the authorities' patchy record of support to the banking sector, as well as AFB's limited systemic importance. Potential for support from the bank's private shareholders cannot be reliably assessed. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the bank's Long-Term IDRs. Upside to the bank's GSR is limited unless there is a record of timely and sufficient capital support from state authorities being provided to privately owned banks. VR ADJUSTMENTS The earnings and profitability score of 'b+' is below the 'bbb' category implied score because of the following adjustment earnings stability (negative). The capitalisation and leverage score of 'b+' is below the 'bbb' category implied score because of the following adjustment reason: size of capital base (negative). The funding and liquidity score of 'b' is below the 'bb' category category implied score because of the following adjustment reason: deposit structure (negative). Date of Relevant Committee 29 July 2025 ESG Considerations AFB has an ESG Relevance Score of '4' for Governance Structure, due to weaknesses in governance and controls leading to risks of high relationship-based lending. This factor 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 Prior ----------- ------ ----- AFB Bank Open Joint Stock Company LT IDR B New Rating WD ST IDR B New Rating WD LC LT IDR B New Rating LC ST IDR B New Rating Viability b New Rating WD Government Support ns New Rating =============== B U L G A R I A =============== NATSIONALNA ELEKTRICHESKA: S&P Affirms 'BB' ICR, Outlook Now Stable ------------------------------------------------------------------- S&P Global Ratings revised the outlook on NEK to stable from positive and affirmed its 'BB' long-term issuer credit rating on Natsionalna Elektricheska Kompania (NEK). The stable outlook reflects S&P's view that the FFO to debt of NEK's parent, BEH, remains about 35%, with uncertainties weighting on the group's future earnings. The postponement of the Bulgarian electricity market's liberalization for households to an indefinite date and the lowering of the price caps applied to national generators' earnings raises uncertainties about the future revenue and EBITDA of state-owned company Bulgarian Energy Holding (BEH or the group), the owner of Natsionalna Elektricheska Kompania (NEK). S&P said, "We revised downward our EBITDA forecast for NEK's parent BEH following Bulgaria's decision to postpone the liberalization of the electricity retail market. This leads to weaker revenue than we expected for BEH as it implies the maintenance of a price cap on power producers who give the extra revenue from the difference between market and capped prices as compensation to the Security of the Electricity System fund (SESF). The SESF provides end suppliers with the difference between the market price and the fixed consumer price for households. This measure aims to mitigate the impact of market fluctuations on households while gradually moving toward full market liberalization. As a result, the earnings of BEH's hydro, thermal, and nuclear power generators are capped. S&P believes that uncertainties remain over whether the state will terminate the price cap in 2026, which we reflect in our base case. "The government lowered the price caps in July 2025, with earnings from nuclear generation capped at BGN120 per megawatt hour (/MWh) (BGN1 = EUR0.51), down from BGN150/MWh in 2024 and the first half of 2025. We expect BGN400 million-BGN600 million in annual EBITDA from nuclear generation in 2025-2027 (about 35% of BEH's total EBITDA), compared with our expectation of more than BGN1 billion in our previous base case. "We expect NEK to generate higher EBITDA of BGN250 million from 2025 compared with about BGN160 million in 2024 following the termination of its role as a public supplier for protected customers in July 2025. NEK now operates as a coordinator, balancing BEH's power production with demand from end suppliers. We don't forecast any material profit from this trading activity in NEK's future EBITDA due to the lack of a track record. Hydro power plants' earnings have been capped at BGN140/MWh since July 2025, down from BGN300/MWh in the first half of the year." Higher capital expenditure (capex) and dividends have led to a decline in BEH's credit measures this year, with FFO to debt averaging 35% in 2025-2027, down from about 60% in 2024. BEH is progressing with the construction of two new nuclear units at the Kozloduy site, each with a capacity of up to 1.2 gigawatts (GW). The project schedule anticipates construction starting in 2030 and commercial operations between 2035 and 2038. BEH should make a final investment decision by year-end 2026, when we expect clarity on total capex. S&P said, "However, we already forecast BGN1.2 billion in capex for the project development phase in 2025 and a total of BGN2.1 billion in capex the same year. We expect capex to remain at about BGN1 billion in 2026-2027 and dividends at about BGN600 million-BGN700 million in 2025-2027. We forecast an increase in net debt to about BGN3.7 billion by 2027 from BGN1.7 billion in 2024. As a result, we consider the group credit worthiness has weakened." The Bulgarian government's improved propensity to support BEH offsets the deterioration in BEH's financial metrics. S&P said, "On July 10, 2025, we upgraded Bulgaria to 'BBB+' on the confirmation of its accession to the Eurozone. In our view, Bulgaria's accession enhances its capacity to support BEH should it come under financial stress. We continue to believe that there is a moderately high likelihood that BEH, NEK's 100% owner, would receive support from the Bulgarian government. This is evident from a track record of state support despite the unstable domestic political situation. We observe Bulgaria providing extraordinary support to BEH's subsidiaries in the form of state guarantees, state loans, and cash capital injections. Moreover, we expect Bulgaria to extend such support extend to NEK." In 2016, NEK received interest-free financial aid directly from the Bulgarian government. It repaid this in advance in April 2022 using its own funds and the proceeds of an intercompany loan from BEH. S&P expects that the government's willingness to provide support will continue, since BEH maintains its strategic importance for the country's security of energy supply and strategic energy plan. BEH is Bulgaria's leading electricity producer, generating about 58% of the nation's electricity, and the owner of the electricity and gas transmission systems. S&P said, "We will, however, closely monitor political uncertainties and the evolution of the rule of law and institutional framework in Bulgaria, since these could impair both the government's willingness to support BEH and the timeliness of such support. In addition, we will monitor the construction of the new nuclear reactors in Bulgaria and monitor the state's long-term support for them, notably through capital injections and state guarantees, as this will be critical to our view of the group's credit quality and of the likelihood of government support." The rating on NEK continues to depend on the supported group credit profile (GCP) because we regard NEK as a highly strategic subsidiary of BEH, its sole owner. This reflects NEK's very important role in Bulgaria's energy system as a hydropower producer and balancing coordinator for the electricity system, as well as NEK's transformation from a loss-making operation to a contributor of close to 20% of BEH's EBITDA in 2025-2027. NEK's leverage is significantly higher than BEH's but should gradually reduce once the retail market is liberalized. S&P said, "All NEK's debt is to its parent BEH, illustrating what we consider to be ongoing funding support from the parent. In 2025-2027, we expect NEK's FFO to debt to be 9% on average, compared with 35% for BEH, constraining NEK's SACP to the 'b' category. Our rating on NEK includes two notches of uplift for parental support above NEK's 'b+' SACP and we cap the rating at one notch below BEH's supported GCP." S&P said, "The stable outlook reflects our view of NEK as a highly strategic subsidiary of BEH and our view of the group's stable credit quality. We anticipate that BEH's leverage will increase to FFO to debt of about 35% from 2025, with no new large debt-financed projects, continuously high dividend distributions, and adequate liquidity." S&P would likely lower the rating on NEK if: -- BEH's creditworthiness worsens. This could follow weaker operating performance; higher leverage, such that FFO to debt remains below 30%; or lower liquidity as a result of electricity prices dropping below S&P's forecast and the price caps persisting beyond 2025. -- S&P no longer saw NEK as highly strategic to BEH, for example because of operational weaknesses at its hydropower plants or a lack of support from its parent. In both cases, we will monitor the Bulgarian government's stability and its ability to support BEH in a timely manner if needed. S&P will also monitor any negative intervention by the state beyond the exceptional measures that it took during the energy crisis with the continuity of price caps after 2025. A downgrade of Bulgaria by one notch would not lead to a downgrade of NEK. Although unlikely in the short term, a material improvement of BEH's creditworthiness could trigger an upgrade. Such improvement could come from BEH deleveraging, with FFO to debt sustainably above 40%. This could also come from greater stability of the group's profitability, clarity over the plan to liberalize the national retail market, and the development of new nuclear power plants supported by the state. S&P said, "We could upgrade NEK should we start to regard it as core to BEH, possibly due to improving profitability and leverage in line with BEH's profitability and leverage and a materially higher contribution to BEH's EBITDA. Nevertheless, we wouldn't upgrade NEK solely because we revised its SACP upward to 'bb-' or 'bb', unless the group's creditworthiness improves at the same time." An upgrade of Bulgaria by one notch would not automatically lead to an upgrade of NEK. =========== F R A N C E =========== NORIA 2021: DBRS Confirms BB(low) Rating on Class F Notes --------------------------------------------------------- DBRS Ratings GmbH confirmed the credit ratings on the notes (collectively, the Notes) issued by Noria 2021 (the Issuer), as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AA (high) (sf) -- Class C Notes at AA (low) (sf) -- Class D Notes at A (low) (sf) -- Class E Notes at BBB (low) (sf) -- Class F Notes at BB (low) (sf) The credit rating on the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal maturity date in October 2049. The credit ratings on the Class B, Class C, Class D, Class E, and Class F Notes address the ultimate payment of interest and ultimate repayment of principal by the legal maturity date while junior to other outstanding classes of notes, but the timely payment of scheduled interest when they are the senior-most tranche. The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the June 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the Notes to cover the expected losses at their respective credit rating levels. The transaction is a French securitization collateralized by a portfolio of personal, debt consolidation, and sales finance loans granted by BNP Paribas Personal Finance (the originator). The transaction closed in July 2021 with an initial portfolio of EUR 900.1 million and included an initial 11-month revolving period, which ended on the June 2022 payment date. Following the end of the revolving period, the Notes have been amortizing on a pro rata basis and will continue to do so unless a sequential redemption event is triggered. PORTFOLIO PERFORMANCE As of the June 2025 payment date, loans that were one to two and two to three months delinquent represented 1.2% and 0.4% of the portfolio balance, respectively, while loans that were more than three months delinquent represented 0.3%. Gross cumulative defaults amounted to 4.1% of the aggregate initial portfolio balance, with cumulative recoveries of 19.0% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS maintained its base case PD and LGD assumptions at 4.8% and 58.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior notes provides credit enhancement to the rated notes. As of the June 2025 payment date, credit enhancement to the Class A, Class B, Class C, Class D, Class E, and Class F Notes remained largely unchanged since closing at 28.0%, 23.6%, 15.1%, 10.1%, 7.1%, and 4.6%, respectively, because of the pro rata amortization of the Notes. If a sequential redemption event is triggered, the principal repayment of the Notes will become sequential and nonreversible until the higher-ranked class of Notes is fully redeemed. The transaction benefits from a cash reserve equal to 1.0% of the Class A, Class B, Class C, and Class D Notes' balance, funded by the seller at closing. This reserve is available to the Issuer only when the principal collections are not sufficient to cover the interest deficiencies, which are defined as the shortfalls in senior expenses, swap payments, and interest on the Class A Notes and, if not subordinated, interest on the Class B, Class C, and Class D Notes. As of the June 2025 payment date, the reserve is at its floor level of EUR 4.05 million. A commingling reserve facility is also available to the Issuer if the specially dedicated account bank is rated below the required credit rating for the account bank or following a breach of its material obligations. The required amount is equal to the sum of 2.5% of the performing receivables and 0.6% of the outstanding principal balance of the initial receivables. BNP Paribas SA acts as the special dedicated account bank and the account bank for the transaction. Based on Morningstar DBRS' reference credit rating of AA on BNP Paribas SA (which is one notch below its Long Term Critical Obligations Rating of AA (high)), the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. BNP Paribas Personal Finance acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on BNP Paribas Personal Finance is consistent with the first rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. NORIA 2023: DBRS Cuts Class F Notes Rating to B(low) ---------------------------------------------------- DBRS Ratings GmbH took the following rating actions on the notes (collectively, the Rated Notes) issued by Noria 2023 (the Issuer): -- Class A Notes confirmed at AA (high) (sf) -- Class B Notes confirmed at A (low) (sf) -- Class C Notes confirmed at BBB (high) (sf) -- Class D Notes confirmed at BBB (sf) -- Class E Notes downgraded to BB (low) (sf) from BB (sf) -- Class F Notes downgraded to B (low) (sf) from BB (low) (sf) The credit rating on the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal maturity date in October 2040. The credit ratings on the Class B, Class C, Class D, Class E, and Class F Notes address the ultimate payment of interest and ultimate repayment of principal by the legal maturity date while junior to other outstanding classes of notes, but the timely payment of scheduled interest when they are the senior-most tranche. The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the June 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the Notes to cover the expected losses at their respective credit rating levels. The transaction is a French securitizations collateralized by a portfolio of personal, debt consolidation, and sales finance loans granted by BNP Paribas Personal Finance (the originator). The transaction closed in July 2023 with an initial portfolio of EUR 500.0 million and included an initial 14-month revolving period, which ended on the September 2024 payment date. Following the end of the revolving period, the Rated Notes have been amortizing on a pro rata basis and will continue to do so unless a sequential redemption event is triggered, in which case the principal repayment of the Notes will become sequential and nonreversible until the higher-ranked class of Notes is fully redeemed. PORTFOLIO PERFORMANCE As of the June 2025 payment date, loans that were one to two and two to three months delinquent represented 0.6% and 0.2% of the portfolio balance, respectively, while loans that were more than three months delinquent represented 0.1%. Gross cumulative defaults amounted to 2.7% of the aggregate initial portfolio balance, with cumulative recoveries of 7.3% to date. Despite the relatively high level of defaults recorded, it is notable that no sequential redemption event has been triggered so far. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and increased its base case PD assumption to 5.3% from 4.8%, and maintained its base case LGD assumption at 58.0%. The revision is driven by higher than expected levels of default observed since closing, with monthly defaulted receivables showing no sign of slowing down at present. Morningstar DBRS will continue to closely monitor the transaction's performance and will take further credit rating actions if the performance worsens beyond our expectations. CREDIT ENHANCEMENT The subordination of the respective junior notes and the general reserve provide credit enhancement to the Rated Notes. As of the June 2025 payment date, credit enhancement to the Class A, Class B, Class C, Class D, Class E, and Class F Notes decreased to 19.0%, 13.0%, 11.0%, 9.2%, 6.0%, and 5.0%, respectively, from 20.6%, 14.6%, 12.6%, 10.8%, 7.6%, and 6.6%, respectively, at closing two years ago. As no sequential redemption event has been triggered to date, the principal repayment of the Rated Notes continues to be on a pro rata basis. The decreased credit enhancement is a result of the high defaults recorded since closing, with the general reserve funds being drawn to clear the principal deficiency sub-ledgers, which tracks the monthly defaulted receivables balance. As a result, the general reserve, which was funded to EUR 13.0 million (2.6% of the initial notes balance at closing) by the seller at closing, has been decreasing continuously for the past 20 monthly payment dates and has been diminished to EUR 3.7 million as of the latest payment date. The transaction additionally benefits from a liquidity reserve equal to 1.25% of the Notes' balance, funded by the seller at closing. This reserve is available to the Issuer only when the principal collections are not sufficient to cover the interest deficiencies, which are defined as the shortfalls in senior expenses, swap payments, and interest on the Class A Notes and, if not subordinated, interest payments on the Notes. The reserve is currently at its target level of EUR 4.5 million. A commingling reserve facility is also available to the Issuer if the specially dedicated account bank is rated below the required credit rating for the account bank or following a breach of its material obligations. The required amount is equal to the sum of 2.5% of the performing receivables and 0.6% of the outstanding principal balance of the initial receivables. BNP Paribas SA acts as the special dedicated account bank and the account bank for the transaction. Based on Morningstar DBRS' reference credit rating of AA on BNP Paribas SA (which is one notch below its Long Term Critical Obligations Rating of AA (high)), the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Rated Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. BNP Paribas Personal Finance acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on BNP Paribas Personal Finance is consistent with the first rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. REXEL SA: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ----------------------------------------------------------- Moody's Ratings has affirmed the ratings of Rexel SA (Rexel), including the Ba1 corporate family rating, the Ba1-PD probability of default rating, and the Ba1 ratings on the senior unsecured notes. The outlook remains stable. RATINGS RATIONALE Rexel's ratings affirmation reflects its robust operating performance and relative margin resilience, underpinned by diversified geographic and end-market exposure, disciplined cost control, and earnings-accretive bolt-on acquisitions. Rexel has delivered resilient operating results despite market-wide slowdown in construction activities, outperforming both building materials peers and direct electrical distributors. Its strong presence in the fragmented North American market enabled it to capitalize on double-digit revenue growth from datacenters and broadband infrastructure expansion, fully offsetting ongoing structural and regulatory headwinds in Europe and Asia-Pacific. Margin preservation efforts, including workforce rationalization and strategic exits from lagging operations in New Zealand and Finland, contributed to a 31 basis point improvement in company's EBITA margin in H1 2025 versus H1 2024, effectively offsetting cost inflation. Since the beginning of 2024, Rexel completed eight acquisitions targeting high-growth industrial automation and electrification markets in North America. While Moody's expects these transactions to be earnings-accretive, partial debt funding has resulted in higher leverage and greater reliance on short-term funding. Rexel's Moody's-adjusted debt/EBITDA rose to 3.6x in LTM June 2025 from 2.6x in LTM June 2023 and its Moody's-adjusted net debt/EBITDA increased to 3.3x in LTM June 2025 from 2.2x in LTM June 2023. Moody's expects Moody's-adjusted debt/EBITDA to peak at around 3.8x by year-end 2025, before improving to around 3.2x in 2026 as earnings from bolt-ons are realized. Maintaining financial discipline — particularly around shareholder distributions and M&A — will be essential to preserving operating resilience and ensuring sustainable deleveraging. RATIONALE OF THE OUTLOOK The stable outlook reflects Moody's expectations that Rexel will sustain solid operating performance and maintain credit metrics aligned with its Ba1 rating over the next 12 to 18 months. Moody's expects Moody's-adjusted debt/EBITDA in the range of 3.0x-3.8x, Moody's-adjusted EBITDA/interest in the range 6.5x-7.5x, and continued positive free cash flow (FCF) generation. The stable outlook also reflects Moody's expectations that the company will adhere to prudent financial policies, adjusting the pace of M&A activity and shareholder returns, to align leverage with its net leverage target below 2.0x (2.4x for LTM June 2025). LIQUIDITY Rexel maintains good liquidity. As of June 30, 2025, the company had access to EUR439 million cash and cash equivalents, a EUR700 million fully undrawn revolving credit facility (RCF), EUR38 million undrawn committed factoring programs and EUR64 million undrawn bilaterial facilities. In June and July 2025, the company extended the maturity of its European and US factoring programs by three years to 2028 and increased total commitments by $80 million. Rexel faces upcoming debt maturities, including EUR318 million commercial paper due 2025 and EUR768 million medium-term notes and drawn factoring facilities due 2026. Moody's expects the company to refinance or roll over these obligations well ahead of their maturities. Moody's also expects Rexel to maintain yearly shareholder distributions, with up to EUR370 million dividend payments and EUR105 million share buybacks. In parallel, Moody's anticipates continued market share consolidation through bolt-on acquisitions of up to EUR350 million each year, primarily funded by internally generated cash flows. Despite these outflows, Moody's projects Rexel will maintain its consistent track record of large positive FCF generation —at EUR170 million in 2025 and EUR413 million in 2026 (Moody's definition and estimate) — and solid cash balance around EUR560 million by end of 2026. STRUCTURAL CONSIDERATIONS Rexel's capital structure comprises both financial and operating liabilities. The financial liabilities include EUR1,400 million senior unsecured notes, EUR700 million senior unsecured RCF, EUR200 million Schuldschein loans, EUR300 million outstanding commercial paper, EUR96 million medium-term notes, and EUR194 million bank borrowings. The operating liabilities include EUR2,384 billion trade payables, EUR236 million short-term lease obligations, and EUR89 million pension liabilities. In Moody's Loss Given Default (LGD) waterfall, Moody's treat these sizeable operating liabilities as structurally senior to the unsecured financial liabilities at holding level that do not benefit from guarantees from the operating subsidiaries. Because of this structural subordination, Moody's LGD model indicates a Ba2 rating for the senior unsecured notes. However, Moody's applies a one-notch override to align the senior unsecured notes rating with the CFR of Ba1. This override reflects Rexel's strong credit profile and Moody's expectations that, in a downturn, operating liabilities can be offset by trade receivables and other current assets, thereby preserving recovery prospects for senior unsecured noteholders. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if: -- Rexel continues to demonstrate consistent revenue and earnings growth, maintaining solid profitability; -- Rexel maintains prudent financial policies with disciplined capital allocation, leading to Moody's-adjusted debt/EBITDA declining sustainably towards 2.5x; and -- Moody's-adjusted retained cash flow/debt increases above 25% on a sustained basis. Moody's could relax the upgrade factors if Rexel demonstrates a structurally stronger business profile, with greater resilience through economic cycles and sustainably higher operating profitability, in line with its strategy. Conversely, negative rating pressure would arise if: -- Rexel demonstrates aggressive financial policies, illustrated by large debt-funded acquisitions or excessive shareholder distributions, leading to Moody's-adjusted debt/EBITDA persistently above 3.5x; -- There is evidence of a sustained deterioration in margins; -- Moody's-adjusted retained cash flow/debt decreases below 15% on a sustained basis; and -- Liquidity deteriorates PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Distribution and Supply Chain Services published in December 2024. 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. CORPORATE PROFILE Rexel is a global leading distributor of low and ultra-low voltage electrical products and integrated solution, serving residential, commercial, and industrial end-markets. Its core product portfolio includes cables, lighting, HVAC systems, photovoltaic installations, industrial automation, and energy efficiency solutions. Rexel also delivers specialized services in smart building technologies, datacenters and broadband infrastructure, and electric vehicle charging infrastructure. In the 12 months ending June 2025, the company generated EUR19.4 billion sales and EUR1.5 billion company's reported EBITDA. Rexel has been listed on Euronext Paris since April 2007, with a 98.8% free float. ============= G E R M A N Y ============= CECONOMY AG: Fitch Puts 'BB' Long-Term IDR on Watch Positive ------------------------------------------------------------ Fitch Ratings has placed Ceconomy AG's 'BB' Long-Term Issuer Default Rating (IDR) and senior unsecured rating with a Recovery Rating of 'RR4' on Rating Watch Positive (RWP). The placement on RWP follows the signing of investment and shareholder agreements by JD. com, Inc. It reflects Fitch's expectations that following the public takeover JD will become a strategic investor with a stronger credit profile. This will result in an upgrade of Ceconomy's ratings under Fitch's Parent-Subsidiary Linkage (PSL) Criteria. Completion of the transaction remains subject to regulatory approvals and is expected during the first half of 2026. Ceconomy's current rating reflects its large-scale, well-diversified product offering, omnichannel capabilities, and its pan-European footprint. Fitch expects continued profit recovery. Rating constraints are low operating margins in a competitive market, a history of volatile free cash flow (FCF) and tight EBITDAR fixed-charge cover. Key Rating Drivers JD Takeover Rating Positive: The voluntary takeover completion will likely lead to an upgrade of Ceconomy's 'BB' rating, reflecting JD's stronger credit profile with the exact notching uplift dependent on its assessment of legal, strategic and operational linkages under its PSL Criteria. Based on the announced plan Fitch expects the strategic incentive to support Ceconomy to be the strongest, with JD intending to accelerate Ceconomy's growth strategy and boosting its presence in Europe through its over 1,000 stores and online channel. Fitch also expects Ceconomy to benefit from JD's knowledge in technology, logistics and supply chain management. Stronger New Parent: Fitch considers JD's credit profile stronger than Ceconomy's, stemming from its leading market position as largest online retailer in China, greater scale of USD160 billion revenue and USD6.9 billion EBITDA in 2024, albeit with high exposure to the single market of China. Nearly half of its revenue comes from electronics and home appliances sales. JD's EBITDA margin of about 4% is in line with sector averages, but its financial profile benefits from a more conservative capital structure with reported net cash position at end-2024. Founder family shareholder Convergenta will maintain an about 25.4% stake, and JD intends to take Ceconomy private by June 2026 from the current 36% free float. Under existing recent EUR500 million bond documentation, a change of control clause will be triggered at 30% and while the intention is to maintain existing funding arrangements, Fitch expects the stronger parent to support Ceconomy in case of earlier repayment requirement. Ceconomy To Remain Independent: According to the signed investment agreement, Ceconomy will remain independently run, with its own strategy, brands, headquarters and stores, IT systems, no workforce reductions, board, and no material change to its organisational structure for at least five years after the completion. JD has committed to no domination or profit and loss transfer agreement for three years. This is likely to lead to its assessment of low operational incentive to support from the new parent under its PSL Criteria. Profitability Improvement: Ceconomy operates in the largely commoditised mass market of appliances and consumer-electronics retailing, which is exposed to intense competition, limited customer loyalty and high online market penetration. Its profit margins are low, but Fitch expects recovery towards 2.5% by the financial year ending September 2026 (FY26) and forecast EBITDA to rise towards EUR600 million by FY27 from about EUR360 million in FY24. This will be aided by a recovery in demand, cost-efficiency measures, a shift of the product mix to private label and an increasing contribution from the services and solutions business and media services. Leading European Consumer Electronics Retailer: Ceconomy is the largest consumer electronics retailer in Europe, but Fitch places its business profile between the 'BBB' and 'BB' categories due to the fiercely competitive and volatile market. It benefits from a strong brand name, sizeable operations with a pan-European footprint, and a well-diversified product offering with adequate omnichannel capabilities. Diversification Offsets Macroeconomic Challenges: Geographic diversification helped Ceconomy offset weak sales in its key German market during FY23-FY24, where consumers were tightening spending on major non-discretionary items, with the strength of the Turkish, Dutch and Spanish markets. Execution Risks: In its biggest markets, Ceconomy is shifting from largely relying on third-party distributors and stocking products in its stores, to a model with one large nationwide hub, complemented by smaller regional ones. Fitch sees this as having some execution risks but believe that it will lead to more agile inventory management, enabling the company to operate with lower stock, and, once the automation project is implemented, reduced operating costs. Risks are mitigated by the good progress already achieved. JD's know-how and technology should help enhance this. Tight Fixed-Charge Coverage: Fitch sees weak EBITDAR fixed-charge coverage remaining at around 1.6x-1.8x, corresponding to low 'b'. This is balanced by an actively managed leased store network, mitigating the impact of inflation indexation, and broadly flat lease payments combined with modest cash debt service. Tightening fixed-charge coverage ratios would signal less effective property management and could put the ratings under pressure. Lower Leverage Following Criteria Change: Fitch anticipates EBITDAR net leverage of near 2x over FY25-FY27, placing Ceconomy's financial structure score in the 'BBB' rating category. Under its updated criteria, Fitch uses reported IFRS16 lease liabilities instead of capitalising lease expense (at 7x multiple previously) leading to around 2x lower leverage for Ceconomy. Short-term leases with under three years remaining on average is reflected in IFRS16 based leverage metric, with additional flexibility from early termination clauses, usually linked to store-based profitability metrics. Peer Analysis Ceconomy's rating combines the 'BBB' traits of its sizeable operations, market position and product offering, with 'B' operating profitability and fixed charge coverage. Fitch regards the highly commoditised consumer electronics markets in which the company operates as a rating constraint, with exposure to demand volatility and rising competing online penetration. Consequently, its credit profile is in line with that of the consumer electronics retail sub-sector. Ceconomy's closest Fitch-rated peer is FNAC Darty SA (BB+/Stable), which is almost three times smaller by revenue but has slightly stronger profitability due to its greater focus on premium subsectors, editorial products and subscription services, and a demonstrated ability to pass on price increases and protect margins. FNAC's EBITDA margin is higher, reflected in the one-notch rating differential, although Fitch expects Ceconomy's margin to gradually improve towards 3%. Ceconomy has similarly strong positions in its respective markets as Kingfisher plc (BBB/Stable), the largest DIY group in UK and Poland, combined with scale and good diversification. Ceconomy's financial policy of a maximum 2.5x net debt (including leases)/ EBITDAR and well-managed leased property portfolio are positive for its credit profile, although this is offset by considerably lower profitability and weaker coverage metrics versus Kingfisher. This is reflected in the three-notch rating differential. Pepco Group N.V (BB/Stable), a European value retailer with leading positions in central and eastern European markets, is smaller in scale but has stronger growth prospects and higher profit margins than Ceconomy. Pepco has slightly better coverage metrics and similar leverage to Ceconomy. Key Assumptions - Low single-digit revenue growth over FY25-FY28 - Fitch-defined EBITDA margin to improve to 2% in FY25 and gradually expand towards 2.5% in FY27 - Marginally positive working capital cash inflow over FY25-FY28 - Capex at around EUR275 million a year over FY25-FY28 RATING SENSITIVITIES Factors that Could, Individually or Collectively, lead to Negative Rating Action/Downgrade - Fitch would remove the RWP if the takeover by JD does not go ahead - Decline in profitability and like-for-like sales, for example, due to increased competition or a poor business mix, with EBITDA margin remaining below 2% - EBITDAR fixed-charge coverage below 1.6x - EBITDAR net leverage consistently above 3.5x - Mostly negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch would look to upgrade Ceconomy's standalone rating when takeover is approved by the regulator and JD becomes a strategic investor holding at least 31.7% (equity commitments to sell by current shareholders) and establishing a PSL relationship. The extent of the upgrade will depend on its assessment of legal, strategic and operational linkages with JD after the takeover under its PSL criteria. - Improved profitability and like-for-like sales, for example, due to a strengthened competitive position or an improved business mix, with Fitch-defined EBITDA margin sustained above 2.5% - EBITDAR net leverage consistently below 2.5x - EBITDAR fixed-charge coverage above 2.0x - Neutral to marginally positive FCF generation and improved cash flow conversion leading to lower year on year trade working capital volatility Liquidity and Debt Structure Fitch estimates Ceconomy's readily available cash balance at about EUR1 billion at FYE25, which is adequate for its limited debt service requirements in the absence of material contractual debt maturities until FY27. Fitch projects low single-digit FCF margins before any shareholder distributions. Ceconomy has access to an undrawn committed revolving credit facility of EUR900 million due in 2028, as well as a EUR500 million commercial paper programme to support short-term financing needs (EUR25 million utilised at March 2025), although Fitch does not include the latter in its liquidity calculation. Ceconomy has two bonds outstanding totalling EUR644 million, in addition to three promissory note loans totalling EUR72 million and a EUR151 million convertible bond due in 2027. Under Ceconomy's latest EUR500 million 6.25% senior unsecured bond due 2029 document, holders can declare the bond due and demand redemption under a change-of-control clause (30% threshold). However, to exercise this option under the remaining EUR144 million bond due in 2026, the threshold is at 50% and a downgrade of the issuer's or bond's rating must also have occurred. Fitch does not restrict the cash balance for working capital purposes, as Fitch views its cash position in the fourth quarter of its financial year as a fair representation of the average annual level. Issuer Profile Ceconomy is a leading European consumer electronics retailer and service and solution provider. It operates over 1,000 stores across Mediamarkt and Saturn brands in 11 countries and generates nearly 25% of sales online. 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 ----------- ------ -------- ----- Ceconomy AG LT IDR BB Rating Watch On BB senior unsecured LT BB Rating Watch On RR4 BB ============= I R E L A N D ============= MALLINCKRODT PLC: Court Confirms Resolution on Capital Reduction ---------------------------------------------------------------- THE HIGH COURT COMMERCIAL 2025 No. 206 COS (2025 No. 32 COM) IN THE MATTER OF MALLINCKRODT PUBLIC LIMITED COMPANY AND IN THE MATTER OF THE COMPANIES ACT 2014 AND IN THE MATTER OF A PROPOSAL FOR A SCHEME OF ARRANGEMENT PURSUANT TO PART 9, CHAPTER 1 OF THE COMPANIES ACT 2014 AND IN THE MATTER OF A PROPOSED REDUCTION OF CAPITAL PURSUANT TO SECTIONS 84 TO 86 OF THE COMPANIES ACT 2014 An Order of the High Court of Ireland made on July 17, 2025, confirming a special resolution passed at an extraordinary general meeting of Mallinckrodt plc on June 13, 2025, by way of resolution of the members of the Company entitled to receive notice of, attend and vote at general meetings of the Company, approving the reduction of the company capital of the Company by the cancellation of the amount of USD$1,068,266,960.90 standing to the credit of the Company's share premium account as at May 12, 2025 (the total balance of the Company's share premium account on such date being USD$1,068,266,960.90), in accordance with Article 42 of the Company's Articles of Association, together with the minute approved by the Court was delivered to the Registrar of Companies on July 24, 2025. About Mallinckrodt plc Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A., as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. Kroll is the claims agent. PURPLE FINANCE 2: Moody's Affirms B1 Rating on EUR11.6MM F Notes ---------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Purple Finance CLO 2 Designated Activity Company: EUR24,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa2 (sf); previously on Mar 24, 2025 Upgraded to A1 (sf) EUR23,800,000 Class E Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Baa3 (sf); previously on Mar 24, 2025 Upgraded to Ba1 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 (Current outstanding amount EUR24,186,488) Class A Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 24, 2025 Affirmed Aaa (sf) EUR40,700,000 Class B Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 24, 2025 Affirmed Aaa (sf) EUR8,900,000 Class C-1 Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 24, 2025 Upgraded to Aaa (sf) EUR15,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 24, 2025 Upgraded to Aaa (sf) EUR11,600,000 Class F Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed B1 (sf); previously on Mar 24, 2025 Affirmed B1 (sf) Purple Finance CLO 2 Designated Activity Company, issued in October 2019, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Ostrum Asset Management with MV Credit S.a.r.l. acting as a delegated collateral manager for the issuer. The transaction's reinvestment period ended in October 2023. RATINGS RATIONALE The rating upgrades on the Class D and Class E notes are primarily a result of the deleveraging of the Class A notes following amortisation of the underlying portfolio since the last rating action in March 2025. The affirmations on the ratings on the Class A, Class B, Class C-1, Class C-2 and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A notes have paid down by approximately EUR98.7 million (39.8%) since the last rating action in March 2025 and EUR223.8 (90.2%) since closing. As a result of the deleveraging, over-collateralisation (OC) has increased across the capital structure. According to the trustee report dated July 2025[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 212.9%, 168.3%, 139.1%, 118.7% and 110.7% compared to February 2025[2] levels of 163.4%, 142.6%, 126.4%, 113.6% and 108.3%, respectively. Moody's note that the July 2025 principal payments are not reflected in the reported OC 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: EUR167.1m Defaulted Securities: EUR0m Diversity Score: 31 Weighted Average Rating Factor (WARF): 3279 Weighted Average Life (WAL): 3.0 years Weighted Average Spread (WAS) (before accounting for Euribor/reference rate floors): 4.0% Weighted Average Coupon (WAC): 5.5% Weighted Average Recovery Rate (WARR): 45.09% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "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. 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. THUNDER LOGISTICS 2024-1: DBRS Puts BB(low) Rating Under Review Neg ------------------------------------------------------------------- DBRS Ratings GmbH placed its credit ratings on the following classes of commercial mortgage-backed floating-rate notes due in November 2036 issued by Thunder Logistics 2024-1 DAC (the Issuer) Under Review with Negative Implications (UR-Neg.): -- Class A at AAA (sf) -- Class B at AA (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (low) (sf) CREDIT RATING RATIONALE The UR-Neg. credit rating actions follow Morningstar DBRS' review of the loan performance as well as the impact of the disposals over the first two quarters of this transaction since its origination in October 2024. The increase in the physical and economic vacancy rates of the portfolio due to tenants terminating their leases raises questions about cash flow stability. This is coupled with the consideration that 29% of the original underlying collateral has been sold as fully occupied magnifying further the decrease in the gross rental income and the increase in the vacancy rate of the remaining pool of properties. Morningstar DBRS expects to receive additional information regarding the sponsor's sales plan and letting strategy before taking any further credit rating actions. The transaction is a securitization of a EUR 250 million floating-rate commercial real estate loan backed by a pan-European portfolio of 22 big-box logistics properties spread across Spain, France, Germany, and the Netherlands, which are collectively managed by Logicor operating as the asset manager. The loan is regulated by a common terms agreement (CTA) and is divided into four term facilities, term A to term D. Term A is advanced to the French borrowers, while the remaining three facilities are respectively advanced to the Spanish borrowers, the German and Luxembourg borrowers collectively, and the Dutch borrower (each a borrower and, together, the borrowers). The borrowers are limited-purpose entities established for the purposes of owning and managing the properties and acting as holding companies. They are all ultimately owned and controlled by the sponsor. On 20 August 2024, Goldman Sachs Bank Europe SE and Société Générale, S.A. (the loan sellers) advanced the loan to the borrowers. On June 1, 2024, CBRE conducted valuations on the 22 properties and appraised their aggregate MV at EUR 381.9 million. CBRE also valued the property portfolio at EUR 398.13 million (the portfolio MV) on the assumption that the assets transact as part of a corporate sale and, as such, incur lower transaction costs. The aggregate MV of the 16 properties remaining in the portfolio was estimated at EUR 271.7 million and at EUR 286.2 million including the premium under the assumption of corporate sale. As of May 2025 interest payment date (IPD), the loan balance decreased to EUR 178 million from EUR 250 million at issuance, due to disposal proceeds applied as partial prepayment of the loan. Funds came from the disposal of six properties sold in 2025 so far. Up to the May 2025 IPD, the borrowers prepaid a total of EUR 71.3 million disposal proceeds, equivalent to 28.9% of the initial whole loan amount, towards the loan. The loan proceeds were applied on a pro rata basis towards the Notes. A prepayment fee/make whole was also collected in the amount of EUR 23,433 for the January 2025 disposal and EUR 118,328 for the May 2025 disposal and distributed pro rata towards the Notes. Consequently, as of the May 2025 IPD, the number of properties remaining in the portfolio decreased to 16 from 22 at origination. Of the 16 properties, eight assets are in France (50.7% of the MV), five in Spain (22.1% of the MV), two in Germany (14.9% of the MV), and one in the Netherlands (12.3% of the MV). The annual rental income of the portfolio was EUR 13.9 million as of May 2025 IPD, down from EUR 19.47 million at issuance. This decrease was mainly driven by property disposals. Additionally, the debt yield (DY) declined to 6.56% in May 2025 from 7.40% at issuance. The weighted-average (WA) unexpired lease term slightly decreased to 4.0 years from 4.4 years. Subsequently, the loan-to-value ratio (LTV) stood at 62.4% in May 2025, slightly down from 62.8% at issuance. The servicer reported a vacancy rate of 23.7% as of the May 2025 IPD, up from 20.0% at the first IPD in February 2025 and from 19.2% at the cut-off date. Morningstar DBRS notes that the inclusion of expired leases reported by the servicer as of the May 2025 IPD would trigger a further increase in the vacancy level and drop in the projected rental contributions. The loan is interest only and is structured with a five-year fixed loan term. The loan margin reflects the margin payable on the Notes at each IPD (excluding the Class A liquidity reserve portion of the Class A notes). On the closing date, the loan margin was set at 2.42% per annum (p.a.). However, this margin is subject to a contractual cap (the loan margin cap), which is set at 3.25% p.a. or 4.25% p.a. during a servicer extension period. HSBC Bank plc provided hedging on the notional amount of not less than 95.0% of the outstanding principal amount of the loan with a strike rate at 4.0% p.a. The level of hedging required is to ensure a hedged interest cover ratio (ICR) of not less than 1.25 times. Per the CTA, failure to comply with any of the required hedging conditions outlined above constitutes a loan event of default. The loan features cash trap covenants based on the DY and LTV. A cash trap event will occur if (1) the loan's LTV is greater than 72.79% and/or (2) the loan's DY is less than 6.20%. The loan does not feature any financial default covenants prior to the occurrence of a permitted change of control (COC). After the occurrence of a permitted COC, at each IPD, the borrowers must ensure that the loan's LTV does not exceed the lower of the LTV at the date of the permitted COC + 15% (on an absolute basis) or 80%. The DY, instead, must not fall below 85% of the DY on the date of occurrence of the permitted COC. The sponsor can dispose of any assets securing the loan by repaying a release price of 100% of the allocated loan amount (ALA) up to the first-release price threshold (i.e., no release premium), which is 10% of the initial portfolio valuation. Once the first-release price threshold is met, the release price will be 105% of the ALA up to the second-release price threshold, which is 20% of the initial portfolio valuation. The release price will be 110% of the ALA thereafter. On or after the occurrence of a permitted COC, the release price applicable on the disposal of a property will be 115% of the ALA of that property. The WA release premium applied in prepayment of the loan so far was 105%. The Class E notes are subject to an available funds cap where the shortfall is attributable to an increase on the WA margin payable on the Notes (however arising) or to a final recovery determination of the loan. Morningstar DBRS will review its underwriting assumptions focusing on the cash flow assumptions and the timing of the business plan execution and its assessment of the long term stabilized capitalization rate. On the closing date, the Issuer acquired the whole interest in the loan pursuant to the loan sale documents. For the purpose of satisfying the applicable risk retention requirements, the Issuer lenders advanced a EUR 13.1 million loan (the Issuer loan) to the Issuer. As of May 2025, the issuer loan balance stood at EUR 9.4 million. The proceeds of the issuance of the notes were used by the Issuer, together with the amount borrowed under the Issuer loan, to acquire the loan from the loan sellers. At origination, a portion of the proceeds of the issuance of the class A notes in an amount equal to EUR 11.4 million together with EUR 0.6 million of the amount drawn under the Issuer loan were used to fund a EUR 12.0 million liquidity reserve to provide liquidity support to the interest payments to the Class A and Class B notes. As of the May 2025 IPD, the liquidity reserve amounts to EUR 9.5 million, down from EUR 12.0 million at issuance. Morningstar DBRS estimates that the issuer liquidity reserve covers approximately 20 months of interest payments on the covered notes, based on a cap strike rate of 4.0% and a Euribor cap of 4.0% after the Notes' expected maturity date. The loan matures on 15 November 2029, which is approximately five years after the utilization date. There are no extension options. The final legal maturity of the Notes is November 17, 2036, seven years after the loan maturity date. Morningstar DBRS believes that, if necessary, this would provide sufficient time to enforce on the loan collateral and ultimately repay the noteholders, given the security structure and the relevant jurisdictions involved in this transaction. Notes: All figures are in euros unless otherwise noted. ========= I T A L Y ========= PIAGGIO: S&P Affirms 'BB-' Sr. Unsec. Notes Rating, Outlook Now Neg ------------------------------------------------------------------- S&P Global Ratings revised its outlook on Italian light mobility manufacturer Piaggio to negative from stable and affirmed its 'BB-' ratings on the company and its senior unsecured note. The recovery rating of '3' is unchanged with estimated recovery prospects at 65%. The negative outlook reflects the possibility of a downgrade within the next 12 months if Piaggio's FFO to debt remains below 20%, alongside continued negative discretionary cash flow. S&P said, "We assume Piaggio's revenue will decline 5.0%-10.0% to EUR1.5 billion-EUR1.6 billion in 2025, following a 13.9% contraction midyear due to the transition from Euro 5 to Euro 5+ emissions standards in Europe and prolonged market weakness in Asia-Pacific, factoring in our anticipation of stronger market conditions in the second half of the year. "Although we anticipate resilient profitability, with an S&P Global Ratings-adjusted EBITDA margin of 13.5%-14.0% in 2025, the deterioration of absolute EBITDA will likely temporarily constrain the company's cash generation and deleveraging prospects. "As a result, we think Piaggio's funds from operations (FFO) to debt will remain weak for the rating, at 15.0%-20.0% in 2025 (down from 21.6% in 2024), and recover to slightly above those levels in 2026, assuming market conditions start to improve. "We think that, over the next 12 months, Piaggio's credit metrics and deleveraging prospects will remain under pressure from persistently difficult market conditions. The company's sales declined 13.9% in the first six months of the year, with double-digit contractions across all regions. While we now anticipate a modest recovery in the second half of the year--driven by a low comparable base, the end of EURO5 products destocking in Europe, and slightly improving discretionary consumer spending in Asia-Pacific--we still expect full-year 2025 revenue to decline by 5.0%-10.0% to EUR1.5 billion-EUR1.6 billion. This should be followed by a more pronounced recovery in 2026, with revenue increasing by 5.0%-10.0%. However, ongoing macroeconomic uncertainty makes the recovery's timing and magnitude uncertain. In addition, the increasingly aggressive competition from Asian players in Europe poses some risks to Piaggio's volumes in that region, especially from more price sensitive consumers, while Piaggio focuses on the premium segment. Piaggio's market shares in the European scooter segment shrank to 21.4% in 2024 from 24.0% in 2020. "We view positively the company's improved and resilient profitability over the past two years, despite a materially lower revenue base. In the first six months of 2025, against the 13.9% revenue crunch, Piaggio reported an EBITDA margin of approximately 17.3%--only slightly down from 17.5% in the same period a year earlier. We think this resilience stems from the company's cost-control initiatives and good operating leverage, driven by management's focus on margin improvement and its productivity program. For the full year, we expect the reported EBITDA margin to land between 16.4% and 16.8%, representing a minor decline from 16.8% in 2024, as lower volumes and reduced fixed cost absorption are likely to offset the aforementioned positive factors. We assume an S&P Global Ratings-adjusted EBITDA margin of 13.5%-14.0% in 2025 and 13.8%-14.3% in 2026, versus 14.0% in 2024, on the back of higher volumes and revenue recovery in 2026. "Tight free operating cash flow (FOCF) is likely to limit Piaggio's deleveraging potential in 2025, despite the company's decision to reduce cash dividends. Under our revised base case for 2025, we anticipate S&P Global Ratings-adjusted FOCF will be neutral to modestly negative (negative EUR42 million in 2024). We also anticipate that cash dividends will reach EUR28 million (EUR69 million in 2024). We calculate Piaggio's reported net debt to EBITDA for the 12 months ended June 30, 2025, stood at 2.3x, versus 2.1x at end-2024 and 1.3x at mid-2024. The deterioration stemmed from both lower EBITDA and the increase in the net financial position amid significant capital allocation needs. Consequently, the company's reported net debt could moderately worsen from the 2024 level of EUR534 million. The resulting weaker FFO to debt of 15.0%-20.0% in 2025 brushes the lower thresholds for our 'BB-' rating. Our 2026 base case incorporates some market recovery, but visibility remains low, and any improvement in Piaggo's financial performance will rely on a sustained pickup in demand. "Although we anticipate a limited direct impact on Piaggio from the trade tariffs, the underlying uncertainty constrains the company's deleveraging prospects. Overall, the Americas represents slightly more than 5% of Piaggio's revenue in 2024, and we estimate that the group's direct exposure to U.S. remains relatively limited." However, because the company does not have a manufacturing footprint in North America, all two-wheeler vehicles sold in the U.S., exported from the company's Italian or Asia-Pacific facilities, could be subject to import tariff. This additional uncertainty, considering the already narrow rating headroom, may further constrain the company's ability to deleverage. S&P Global Ratings believes there is a high degree of unpredictability around policy implementation by the U.S. administration and responses--specifically with regard to tariffs--and the potential effect on economies, supply chains, and credit conditions around the world. As a result, our baseline forecasts carry a significant amount of uncertainty, magnified by ongoing regional geopolitical conflicts. As situations evolve, S&P will gauge the macro and credit materiality of potential shifts and reassess our guidance accordingly [see our research here: spglobal.com/ratings]. The negative outlook indicates the possibility of a downgrade within the next 12 months. S&P could lower its ratings on Piaggio if its FFO to debt does not remain above 20%, alongside continuous negative DCF. This could occur due to increased leverage because of prolonged weak market conditions, a further reduced market share, negative pricing and mix effects, or weaker cash flow. S&P could revise the outlook to stable if Piaggio's FFO to debt stays above 20%, accompanied by at least neutral DCF. =================== L U X E M B O U R G =================== OHI GROUP: S&P Alters Outlook to Stable, Affirms 'B' LT ICR ----------------------------------------------------------- S&P Global Ratings revised the outlook to stable from positive and affirmed its 'B' long-term issuer credit and issue ratings on helicopter operator OHI Group S.A. (OHI) and its senior secured debt. The recovery rating on the debt remains '3'. The stable outlook indicates S&P's view that OHI will continue implementing new contracts over the next few quarters, which should support improved profitability with EBITDA margins approaching 35% and gross debt to EBITDA of about 4x in 2025. OHI's weaker-than-expected 2024 results will lengthen profitability improvements and leverage reduction. OHI's 2024 results fell short of S&P's expectations due to weaker cash generation from the delayed start of new contracts, and higher adjusted debt, with S&P Global Ratings-adjusted gross debt to EBITDA of 5.3x and funds from operations (FFO) to gross debt of 15.4%, versus our previous expectations of 3x and 22%, respectively. In part, the higher leverage was to support a stronger backlog of EUR2.1 billion by year-end 2024, versus EUR1.3 billion in 2023, but it still means the company will take longer to meet S&P's upside triggers. S&P said, "Net revenue was EUR420 million and EBITDA was EUR135.7 million for the year, below our previous forecasts of EUR483 million and EUR182.8 million. This was mainly because the start of new contracts slipped to the end of 2024, versus the third and fourth quarters, and the lower average flying hours registered in contracts with Petrobras. Consequently, OHI delivered weaker margins and higher leverage than we initially expected, distancing from our upside triggers. On a positive note, OHI registered a higher backlog of EUR2.1 billion in 2024, up 61.5% from 2023, with an average duration of approximately four years that brings revenue visibility. Of the backlog, part of it will start generating revenue in second-half 2025 at a higher average medium aircraft equivalent (MACE) rate of EUR7.5 million per contract. Nonetheless, this also resulted in higher debt levels to support contract deployment and leases to secure new aircraft for such contracts. "We expect OHI to deliver solid revenue growth in the coming years from its existing backlog and a historical 50% win ratio for bids in the Brazilian domestic market, while renewal rates remain at about 90%-100%. Moreover, it should continue improving profitability with EBITDA margins of about 36.5% in 2025 and above 40%-45% in 2026, as new contracts gain profit share over legacy ones. Still, our current forecast for 2025 and 2026 is weaker than previously, which is the reason for the outlook revision to stable from positive. "Our 'B' issuer credit rating on OHI continues to reflect its smaller scale and elevated geographic and client concentration, balanced by its stronger profitability than peers. The company's 2024 net revenue remained significantly lower than its main rated peer, Bristow Group Inc. (B/Stable/--), which registered almost EUR1.4 billion in the same period. The U.S.-based company currently operates a fleet of 211 aircraft (versus OHI's 84 in 2024) with more diverse end markets, such as offshore oil and gas in over five countries, and stable search and rescue contracts with the U.K. government. In contrast, OHI has the bulk of cash generation concentrated in Brazil, with Petrobras, but its favorable contract terms allow for stronger profitability than Bristow (EBITDA margin of 23.4% in 2024). "In our revised forecasts, we expect higher leverage for OHI, but liquidity is improving. Our current expectation is for gross debt to EBITDA of about 4.0x in 2025, and 3.0x in 2026, versus 2.0x-2.5x before." Last year OHI issued senior secured notes of $400 million to refinance the bulk of its existing debt and support capital expenditure (capex). It now has a somewhat smooth debt amortization profile, given the notes will start maturing in 2027 with semi-annual installments of $25 million, and the leases are tied to contract cash inflows. The company delayed the delivery of 2024 financials to prepare for alignment with listing requirements. S&P doesn't incorporate a potential IPO in our forecast because the timing and amount are highly uncertain. If a listing goes ahead, it would need to reassess and incorporate the funds and use of proceeds in its base case. S&P said, "The stable outlook reflects our view that OHI will continue implementing the new contracts from its large backlog. Additionally, we expect consistent EBITDA margin improvements at the pace new contracts gain more relevance over legacy ones. We expect S&P Global Ratings-adjusted gross debt to EBITDA of about 4x and FFO to gross debt of 10%-15% in 2025, and about 3x and 22% in 2026, respectively. "We could downgrade OHI in the next 12-18 months if leverage deteriorates from our base case amid a weaker bid-to-win ratio and/or delays in the deployment of new contracts lengthening cash flow generation. In this scenario, we would consistently see FFO to gross debt below 12% and negative FOCF after lease payments. "An upgrade is not likely in the short term, but we could raise the ratings if the company sustains a comfortable liquidity position, while FFO to gross debt improves to above 30%. This could be a result of stronger cash flow generation from more contracts at higher prices and the potential use of surplus cash to reduce debt." ===================== N E T H E R L A N D S ===================== DUTCH MORTGAGE 2024-1: DBRS Confirms B(low) Rating on E Notes ------------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the notes issued by Dutch Mortgage Finance 2024-1 B.V. (the Issuer): -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes upgraded to A (high) (sf) from A (low) (sf) -- Class D Notes confirmed at BBB (low) (sf) -- Class E Notes confirmed at B (low) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in August 2067. The credit rating on the Class B Notes addresses the timely payment of interest when most senior and the ultimate payment of principal by the legal final maturity date. The credit ratings on the Class C, Class D, and Class E Notes address the ultimate payment of interest and principal by the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of April 30, 2025 (corresponding to the May 2025 payment date); -- Portfolio default rate (PD), loss given default (LGD), and expected loss assumptions based on potential portfolio migration due to the purchase of further advances according to the asset conditions; and -- Current available credit enhancement (CE) to the notes to cover the expected losses at their respective credit rating levels as of the May 2025 payment date. The transaction is a securitization of mortgage loans secured against buy-to-let residential, mixed-use, and commercial real estate properties located in the Netherlands. RNHB B.V. (RNHB) either originated or acquired the mortgage loans and Vesting Finance Servicing B.V. services the portfolio. PORTFOLIO PERFORMANCE Delinquencies have been low since closing. As of April 30, 2025, loans two to three months in arrears and more than three months in arrears were 0.1% and 0.2% of the outstanding portfolio balance, respectively, compared to 0.1% and 0.4%, respectively, at closing. There were no cumulative defaults. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and updated its base case PD and LGD assumptions at the B (sf) credit rating level to 3.2% and 10.5%, respectively. The base case PD and LGD assumptions are based on a potential migration of the current portfolio as per the asset conditions set out in the transaction documents. CREDIT ENHANCEMENT AND RESERVES CE is provided by the subordination of the junior classes and a reserve fund. As of the May 2025 payment date, CE increased as follows since closing: -- CE to the Class A Notes to 19.7% from 17.1%; -- CE to the Class B Notes to 13.8% from 12.1%; -- CE to the Class C Notes to 15.2% from 8.6%; -- CE to the Class D Notes to 5.9% from 5.2%; and -- CE to the Class E Notes to 3.4% from 3.1%. The reserve fund is available to cover senior fees, interest, swap payments, and principal via the principal deficiency ledgers (PDLs) on the rated notes. As of the May 2025 payment date, the reserve fund was at its target level of approximately EUR 20.2 million. As of the May 2025 payment date, all PDLs were clear and there was no cumulative deferred interest. U.S. Bank Europe DAC acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on U.S. Bank Europe DAC, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit rating assigned to the Class A Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. NatWest Markets N.V. act as the swap counterparty for the transaction. Morningstar DBRS' public Long-Term Issuer Rating of "A (high)" on NatWest Markets N.V. is consistent with the first credit rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. ========= S P A I N ========= PROSIL AQUISITION: DBRS Cuts Class A Notes Rating to B(high) ------------------------------------------------------------ DBRS Ratings GmbH downgraded its credit rating on the Class A notes issued by ProSil Acquisition S.A. (the Issuer) to B (high) (sf) from BB (sf). Morningstar DBRS also removed the Class A notes from Under Review with Negative Implications, where they were placed on 15 April 2025. The trend on the Class A notes is Stable. The transaction represents the issuance of the Class A, Class B, Class J, and Class Z notes (collectively, the Notes). The credit rating on the Class A notes addresses the timely payment of interest and the ultimate payment of principal on or before the final legal maturity date. Morningstar DBRS does not rate the Class B, Class J, or Class Z notes. The Notes are collateralized by a pool of mostly secured Spanish nonperforming loans originated by Abanca Corporacion Bancaria S.A. and Abanca Corporación División Inmobiliaria S.L. ProSil Acquisition S.A., Cell Number 1, Cell Number 2, and Cell Number 3 (the transferor) sold the receivables to ProSil Acquisition S.A.(the Issuer). As of the closing date in March 2019, the gross book value of the loan pool was approximately EUR 494.7 million. Cortland Investors II S.a r.l. operates as the sponsor and retention holder in the transaction and, over time, acquired the three portfolios that are part of the pool (Avia, Lor, and Sil). HipoGes Iberia S.L. (the Servicer) services the loans and manages the following Spanish property companies as at the closing date: (1) Beautmoon Spain, S.L.; (2) Osgood Invest, S.L.; (3) Butepala Servicios y Gestiones S.L.; and (4) Vetapana Servicios y Gestiones S.L. CREDIT RATING RATIONALE The credit rating action follows a review of the transaction and is based on the following analytical considerations: -- Transaction performance: An assessment of portfolio recoveries as of March 2025 focusing on (1) a comparison of actual collections with the Servicer's initial business plan forecast, (2) the collection performance observed over recent months, and (3) a comparison of the current performance with Morningstar DBRS' expectations. -- Updated business plan: The Servicer's updated business plan as of February 2025, received in July 2025, and the comparison with the initial collection expectations. -- Portfolio characteristics: Loan pool composition as of March 2025 and the evolution of its core features since issuance. -- Transaction liquidating structure: The order of priority entails a fully sequential amortization of the Notes (i.e., the Class B notes will begin to amortize following the full repayment of the Class A notes, and the Class J notes will amortize following the full repayment of the Class B notes). Additionally, interest payments on the Class B notes become subordinated to principal payments on the Class A notes if the cumulative collection ratio or the net present value (NPV) cumulative profitability ratio is lower than 90%. This trigger has been breached since the April 2020 interest payment date. As per the March 2025 servicing report, the cumulative collection ratio was 48.6% and the NPV cumulative profitability ratio was 85.1%. -- Liquidity support: The transaction benefits from an amortizing cash reserve providing liquidity to the structure covering potential interest shortfalls on the Class A notes and senior fees. The cash reserve target amount is equal to 4.5% of the Class A notes' principal outstanding and is currently fully funded. TRANSACTION AND PERFORMANCE According to the latest investor report from April 2025, the outstanding principal amounts on the Class A, Class B, Class J, and Class Z notes were EUR 66.8 million, EUR 30.0 million, EUR 15.0 million, and EUR 16.0 million, respectively. As of the April 2025 payment date, the balance on the Class A notes had amortized by 60.7% since issuance, and the current aggregated transaction balance was EUR 127.8 million. As of March 2025, the transaction was performing below the Servicer's initial business plan expectations. The actual cumulative gross collections equaled EUR 172.4 million, whereas the Servicer's initial business plan estimated cumulative gross collections of EUR 314.8 million for the same period. Therefore, as of March 2025, the transaction was underperforming by EUR 142.4 million (-45.2%) compared with the initial business plan expectations. At issuance, Morningstar DBRS estimated cumulative gross collections for the same period of EUR 158.2 million at the BBB (low) (sf) stressed scenario. Therefore, as of March 2025, the transaction was performing above Morningstar DBRS' initial stressed expectations. Pursuant to the requirements set out in the receivable servicing agreement, in July 2025, the Servicer delivered an updated portfolio business plan as of February 2025. The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 168.1 million as of February 2025, results in a total of EUR 284.7 million, which is 12.5% lower than the total gross collections of EUR 325.3 million estimated in the initial business plan. Excluding actual collections, the Servicer's expected future collections from April 2025 accounted for EUR 113.6 million. Morningstar DBRS' updated B (high) (sf) credit rating stress assumes a haircut of 21.0% to the Servicer's updated business plan, considering future expected collections. The transaction's final maturity date is October 31, 2039. Notes: All figures are in euros unless otherwise noted. =========================== U N I T E D K I N G D O M =========================== 29 BUCKLAND: Opus Restructuring Named as Joint Administrators ------------------------------------------------------------- 29 Buckland Crescent Management Company Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-005177, and Allister Manson and Mark Boast of Opus Restructuring LLP were appointed as joint administrators on July 28, 2025. 29 Buckland Crescent was a non-trading company. Its registered office and principal trading address is at 29 Buckland Crescent, London, NW3 5DJ. The joint administrators can be reached at: Allister Manson Mark Boast Opus Restructuring LLP 322 High Holborn, London WC1V 7PB Further details contact: The Joint Administrators Tel No: 020 3326 6454 Alternative contact: Tony Chambers APD LIMITED: FRP Advisory Named as Joint Administrators ------------------------------------------------------- APD Limited was placed into administration proceedings in the High Court of Justice Court Number: CR-2025-004495, and Glyn Mummery and Emma Priest of FRP Advisory Trading Limited, were appointed as joint administrators on July 25, 2025. APD Limited is a manufacturer of electronic components. Its registered office is at 7 Quy Court Colliers Lane, Stow-Cum-Quy, Cambridge, CB25 9AU, to be changed to FRP Advisory Trading Limited, Jupiter House, Warley Hill Business Park, The Drive, Brentwood, CM13 3BE. Its principal trading address is at 7 Quy Court Colliers Lane, Stow-Cum-Quy, Cambridge, CB25 9AU. The joint administrators can be reached at: Emma Priest Glyn Mummery FRP Advisory Trading Limited Jupiter House, Warley Hill Business Park The Drive, Brentwood, Essex CM13 3BE Further details contact: The Joint Administrators Email: cp.brentwood@frpadvisory.com Tel No: 01277 50 33 33 Alternative contact: Alia Howland Email: cp.brentwood@frpadvisory.com CENERGIST LIMITED: Interpath Advisory Named as Joint Administrators ------------------------------------------------------------------- Cenergist Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts at Leeds, Insolvency and Companies List (ChD) No CR-2025-LDS-000749, and James Ronald Alexander Lumb and Howard Smith of Interpath Advisory, Interpath Ltd were appointed as joint administrators on July 25, 2025. Cenergist Limited specialized in combined facilities support activities. Its registered office is at Sandgate House, 102 Quayside, Newcastle Upon Tyne, NE1 3DX. The joint administrators can be reached at: James Ronald Alexander Lumb Howard Smith Interpath Advisory, Interpath Ltd 60 Grey Street, Newcastle NE1 6AH For further details contact: Beca Sargeant Tel, No: +44 203 989 2731 ENERGEAN PLC: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Energean plc's Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. Fitch has also affirmed the senior secured rating on the company's USD450 million notes at 'BB'. The Recovery Rating is 'RR3'. The affirmation reflects its expectation that Energean will be able to deleverage to below its negative rating sensitivity of 2x EBITDA net leverage from 2026, despite a lower than expected run-rate production in 2025 at Israeli and non-Israeli assets (excluding its outage adjustments). Fitch conservatively assumes three months of production outages from Israeli assets in 2025, returning to run-rate levels thereafter and assuming no insurance proceeds. The delayed deleveraging implies limited rating headroom. The termination of Energean's planned disposal of assets in Italy, Egypt, and Croatia is credit neutral. The somewhat larger scale and greater diversification without the divestment are offset by higher productions costs and less near-term debt reduction. Key Rating Drivers Ongoing Operating Environment Stress: The continuation of armed conflicts between Israel and various other parties continues to pose heightened risk for Energean's operations in Israel. Earlier this year the floating production storage and offloading vessel servicing Karish was ordered to temporarily suspend operations, although there was no damage to the company's assets. A large-scale and prolonged disruption to the Karish field would affect Energean's rating, despite its ability to absorb a three-month outage with committed liquidity sources under its assumptions, but this is not its base case. Revised Production Expectations: Fitch has revised down its expectations of near-term and run-rate production for Energean. The company lowered its guidance for 2025 to 155-165 thousand barrels of oil equivalent per day (kboe/d) from 160-175kboe/d. Some of this is related to underperformance at non-Israel assets and attributed to uncertainty caused by the divestment process, but Fitch expects production in Israel to be lower than its initial expectations as Fitch has better clarity around run-rate production, including the impact of seasonality of domestic demand and scheduled maintenance needs. Fitch has revised its expectation of total run-rate production to 170-180kboe/d from 190-200kboe/d, dependent on the successful ramp-up of the Katlan development in 2027. This is in line with a 'BB-' rating, but it results in slower than anticipated deleveraging. The failure to reach and maintain this level of run-rate production will likely lead to a downgrade. Divestiture Transaction Terminated: Fitch views the termination of the proposed sale of assets in Egypt, Italy, and Croatia as credit neutral for Energean. The larger scale and more diversified asset base are positive for the business profile, but the lack of divestment will result in slower deleveraging. Delayed Deleveraging: Due to the termination of the company's divestiture of various non-Israeli assets and revised production expectations, Fitch expects Energean's deleveraging trajectory to be delayed. Fitch expects it will take until end-2026 to deleverage below its 2x EBITDA net leverage negative sensitivity. Fitch expects the company will maintain sub-2x EBITDA net leverage on a run-rate basis, under its price assumptions, with somewhat lower headroom and contingent on successful operational execution and continued prudent financial management. Dividend Policy Clarity: Energean has confirmed it will keep dividends in line with historical levels of about USD220 million per year following the termination of its planned divestment of various non-Israeli assets. Fitch views this as sustainable. Consolidated Profile: Energean's holding company notes are structurally subordinated to debt at operating companies, which mainly consists of USD2.6 billion of project finance debt at its 100% opco Energean Israel Limited (EISL) secured by Israeli assets. However, Fitch analyses Energean on a consolidated basis, due to cross-default provisions in its notes' documentation. Senior Secured Rating: Fitch rates the senior secured notes using a generic approach for 'BB' category issuers, which reflects the relative instrument ranking in the capital structure. Given the large share of debt ranking more senior to the notes, the Recovery Rating for the notes is 'RR3' to reflect lower recovery prospects relative to other senior notes. This results in the senior secured rating being notched up by only once from the IDR. Israel-Focused Gas Producer: Over 70% of Energean's production comes from Israel. The company's gas-focused production mix is supportive of strong long-term demand due to undersupply in the region, but its credit profile is highly dependent on cash flows from Israel. Low Re-Contracting Risk: Fitch expects Energean would be able to replace any customers in the event of a contract termination or other unforeseen event, given its record of successful re-contracting alongside high domestic demand in Israel, its access to international markets, and the favourable economics of the Israeli assets. Fitch views the successful ramp-up of Israeli assets' production as substantially mitigating contract termination risk. Improving Cost of Production: Energean's cost structure has substantially improved over the last three years to around USD10/boe in 2024 (including royalties), from USD19/boe in 2022, and Fitch expects it to modestly decline further once the Katlan development comes online in 2027. This is driven by a higher contribution from Israeli assets, which have substantially lower unit costs than the rest of the portfolio. Future Acquisitions Likely: Energean has publicly stated its intention of pursuing further growth through acquisitions. The size, terms, and geographic location of future acquisition targets is not yet known. However, the execution risk posed by an acquisition-driven growth strategy is offset by the company's strong record of integrating acquired assets, its adequate financial headroom, and stable cash flows from Israel. Peer Analysis S.N.G.N. Romgaz S.A (BBB-/Negative; Standalone Credit Profile: bb+) is Energean's closest peer, but has a more diversified profile with its gas storage and electricity generation, as opposed to Energean's focus on upstream operations. Energean is larger, with production of over 150kboe/d in 2024, but has lower realised prices in the Israeli gas market than Romgaz's European gas price environment. Energean has a more favourable cost of production before royalties and is subject to a more advantageous tax regime, although this is counterbalanced by geopolitical and security risks in light of the ongoing armed conflict between Israel and various parties. Fitch rates Energean one notch above Kosmos Energy Ltd. (B+/Stable) due to its higher production. Energean's longer reserve life and its large share of contracted sales under long-term take-or-pay agreements provide more cash flow visibility. Key Assumptions Key Assumptions Within Its Rating Case for the Issuer: - Oil and gas prices to 2028 in line with its base case price deck - Consolidated production volumes of 131kboe/d in 2025 in the event of operational disruption resulting in three months of lost production in Israel, and peaking at around 178kboe/d by 2028 - Capex averaging around USD438 million a year for 2025-2028 - Israeli gas sold at contractual floor prices for 2025-2028 - Dividend payments of USD220 million per year for 2025-2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Material reduction in production due to closure of Israeli fields or damage to EISL's operations on a protracted basis - Failure to deleverage below 2.0x EBITDA net leverage by end-2026 - Significant gas sales contract terminations at EISL - Negative post-dividend FCF on a sustained basis, due to capex overruns, production delays or high dividend payments - Lack of visible progress on a planned refinancing of the USD450 million senior secured notes by early 2026 Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Sustained de-escalation of geopolitical risk will be a pre-requisite for positive rating action - EBITDA net leverage below 1.0x on a sustained basis and solid liquidity profile - Continued prudent financial management at EISL, ensuring sound distributable cash flow generation - Increasing 1P reserve levels Liquidity and Debt Structure Energean does not have any immediate external funding needs, and liquidity is good, with no material maturities until 2027. At end-2024 Energean's liquidity was USD446 million, including Fitch-defined cash and cash equivalents (USD320 million) and availability under its USD126 million revolving credit facility. Issuer Profile Energean is an independent oil and gas producer with its core assets located in Israel, Egypt, Italy, and Croatia. 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 ----------- ------ -------- ----- Energean plc LT IDR BB- Affirmed BB- senior secured LT BB Affirmed RR3 BB GUSTO RESTAURANTS: Interpath Named as Joint Administrators ---------------------------------------------------------- Gusto Restaurants Limited was placed into administration proceedings in the Business and Property Courts of England and Wales, Insolvency and Companies list (ChD) Court Number: CR-2025-005198, and William James Wright and Richard John Harrison of Interpath Advisory, Interpath Ltd, were appointed as joint administrators on July 29, 2025. Gusto Restaurants operated licensed restaurants. Its registered office is at c/o Interpath Ltd, 10th Floor, One Marsden Street, Manchester M2 1HW. Its principal trading address is at 81 King Street, Knutsford, WA16 6DX. The joint administrators can be reached at: William James Wright Interpath Advisory, Interpath Ltd 10 Fleet Place London, EC4M 7RB -- and -- Richard John Harrison Interpath Advisory Interpath Ltd, 10th Floor One Marsden Street, Manchester M2 1HW For further details contact: Ellie Underwood Tel. No.: 0113 512 0980 MALDON METALS: Carter Clark Named as Joint Administrators --------------------------------------------------------- Maldon Metals Limited was placed into administration proceedings in the High Court of Justice ChD Court Number: CR-2025-005114, and Jenny Poleykett and Alan Clark of Carter Clark were appointed as joint administrators on July 29, 2025. Maldon Metals specialized in the recovery of sorted materials. Its registered office and principal trading address is at 13 West Station Yard, Spital Road, Maldon, CM9 6TR. The joint administrators can be reached at: Jenny Poleykett Alan Clark Carter Clark Recovery House 15-17 Roebuck Road Hainault Business Park Ilford Essex, IG6 3TU Further details contact: Carter Clark Email: lisa.portway@carterclark.co.uk NTS 247: Antony Batty Named as Administrators --------------------------------------------- NTS 247 Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales Court Number: CR-2025-004366, and Jeffrey Mark Brenner and James William Stares of Antony Batty & Company LLP, were appointed as administrators on July 25, 2025. Previously known as A Bubble Company Limited, NTS 247 operated in the hospitality industry. Its registered office is at 3rd Floor, Titchfield House, 14-18 Great Titchfield St, London, W1W 8BD The administrators can be reached at: Jeffrey Mark Brenner James William Stares Antony Batty & Company LLP 3 Field Court, Gray's Inn London, WC1R 5EF For further details contact Sheniz Bayram Tel No: 020 7831 1234 Email: Sheniz@antonybatty.com PARK CHINOIS: FRP Advisory Named as Joint Administrators -------------------------------------------------------- Park Chinois Limited was placed into administration proceedings in the High Court of Justice Court Number: CR-2025-004702, and Ian James Corfield and Philip Lewis Armstrong of FRP Advisory Trading Limited, were appointed as joint administrators on July 22, 2025. Park Chinois operated licensed restaurants. Its registered office is at 19 Berkeley Street, London, W1J 8ED to be changed to C/O FRP Advisory Trading Limited, 110 Cannon Street, London, EC4N 6EU. Its principal trading address is at 19 Berkeley Street, London, W1J 8ED. The joint administrators can be reached at: Ian James Corfield Philip Lewis Armstrong FRP Advisory Trading Limited 2nd Floor, 110 Cannon Street London, EC4N 6EU Further details contact: The Joint Administrators Tel: 020 3005 4000 Alternative contact: Sam Malloy Email: cp.london@frpadvisory.com POLARIS 2025-2: DBRS Finalizes B Rating on Class F Notes -------------------------------------------------------- DBRS Ratings Limited finalized its provisional credit ratings on the residential mortgage-backed notes issued by Polaris 2025-2 PLC (the Issuer) as follows: -- Class A notes at AAA (sf) -- Class B notes at AA (high) (sf) -- Class C notes at A (high) (sf) -- Class D notes at BBB (high) (sf) -- Class E notes at BB (high) (sf) -- Class F notes at B (sf) -- Class X1 notes at BB (high) (sf) The finalized credit ratings on the Class D, Class F, and Class X1 notes are higher than the provisional credit ratings Morningstar DBRS assigned because of the lower cost of funding in the transaction after the notes priced. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date in August 2068. The credit ratings on the Class B, Class C, Class D, Class E, Class F, and Class X1 notes address the timely payment of interest once they are the most senior class of notes outstanding and, until then, the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date. Morningstar DBRS does not rate the Class Z or Class X2 notes or the residual certificates also issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in England and Wales. The notes issued funded the purchase of residential assets originated by UK Mortgage Lending Ltd (UKML). On or prior to the issue date, UK Residential Mortgages Limited (UKRML or the Seller), acquired the beneficial title from UKML. Both UKML and UKRML are wholly owned by Pepper Money (PMB) Limited (Pepper Money). Pepper (UK) Limited (PUK) is the appointed servicer for the transaction. Pepper Money is part of the Pepper Group Limited, a worldwide consumer finance business, third-party loan servicer, and asset manager. PUK was recently sold to J.C. Flowers & Co. in February 2025. CSC Capital Markets UK Limited acts as the backup servicer facilitator for the transaction. The mortgage portfolio consists of GBP 480 million in first-lien owner-occupied (OO) mortgages secured by properties in the UK, excluding the prefunded pool. The transaction includes a prefunding mechanism where the Seller has the option to sell UKML-originated mortgage loans to the Issuer subject to certain conditions to prevent a material deterioration in credit quality. The acquisition of these assets will occur before the first interest payment date using the proceeds standing to the credit of the prefunding reserves. Any funds that are not applied to purchase additional loans will, (1) if standing to the credit of the prefunding principal reserve ledger, be applied pro rata to pay down the Class A to Class F and Class Z notes; or (2) if standing to the credit of the prefunding revenue reserve ledger, flow through the revenue priority of payments. The Issuer issued seven tranches of collateralized mortgage-backed securities (the Class A, Class B, Class C, Class D, Class E, Class F, and Class Z notes) to finance the purchase of the portfolio and the prefunding principal reserve ledger at closing. Additionally, the Issuer issued two classes of noncollateralized notes (the Class X1 and Class X2 notes). The transaction is structured to initially provide 13.5% of credit enhancement to the Class A notes. This includes subordination of the Class B to the Class F and the Class Z notes. The transaction features a fixed-to-floating interest rate swap, given that the majority of the pool is composed of fixed-rate loans with a compulsory reversion to floating in the future. The liabilities pay a coupon linked to the daily compounded Sterling Overnight Index Average. Lloyds Bank Corporate Markets plc (LBCM) is the swap counterparty at closing. Based on Morningstar DBRS' private credit ratings on LBCM, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to the swap counterparty to be consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Citibank N.A./London Branch (Citibank London) will act as the Issuer account bank and will hold the Issuer's transaction account, the liquidity reserve fund (LRF), and the swap collateral account. Barclays Bank PLC (Barclays) will be appointed as the collection account bank. Morningstar DBRS privately rates Citibank London and has a Long Term Critical Obligations Rating of AA (low) and a Long-Term Issuer Rating of "A" on Barclays, both with Positive trends. Both entities meet the eligible credit ratings in structured finance transactions and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Liquidity in the transaction is provided by a LRF that is amortizing and sized at 1.0% of the Class A and Class B notes' outstanding balance. The LRF covers senior costs and expenses, swap payments, and interest shortfalls for the Class A and Class B notes. The LRF will be funded through available principal funds until the LRF target amount has been transferred (disregarding LRF debits). From that date onwards, the LRF will be funded through revenue. Any liquidity reserve excess amount will be applied as available principal receipts, and the reserve will be released in full once the Class B notes are fully repaid. In addition, the Issuer can use principal to cover senior costs and expenses, swap payments, and interest on the most senior class of notes outstanding up to the Class F notes and before that, interest on the Class B notes provided the Class B principal deficiency ledger is not greater than 10% of the Class B outstanding principal amount. Principal can be used once the LRF has been exhausted. Interest shortfalls on the notes (apart from Class A), as long as they are not the most senior class outstanding, may be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The mortgage portfolio's credit quality and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, Class F, and Class X1 notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related Interest Amounts and the related class balances. Notes: All figures are in British pound sterling unless otherwise noted. SECRET6 GROUP: Azets Holding Named as Joint Administrators ---------------------------------------------------------- Secret6 Group Holdings Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Insolvency and Companies List (ChD) Court Number: CR-2025-LDS-000755, and Meghan Andrews, and Matthew Richards of Azets Holding Limited, were appointed as joint administrators on July 24, 2025. Secret6 Group specialized in technical testing and analysis. Its registered office is at Suffolk House C/O Catalis Limited, George Street, East Croydon, CR0 1PE. The joint administrators can be reached at: Meghan Andrews Matthew Richards Azets Holdings Limited 2nd Floor Regis House 45 King William Street London EC4R 9AN Further details contact: The Joint Administrators Tel No: 0207 403 1877 Alternative contact: Katie Newton Email: katie.newton@azets.co.uk UGGBUGG FASHION: KR8 Advisory Named as Joint Administrators ----------------------------------------------------------- Uggbugg Fashion Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies List (ChD) Court Number: CR-2025-005113, and James Saunders and Mark Blackman of KR8 Advisory Limited were appointed as joint administrators on July 28, 2025. Uggbugg Fashion, trading as Missy Empire, specialized in the retail sale of textiles in specialized stores. Its registered office is at C/O KR8 Advisory Limited, The Lexicon, 10-12 Mount Street, Manchester, M2 5NT. Its principal trading address is at 59 Knowsley St, Manchester, M8 8JF. The joint administrators can be reached at: James Saunders Mark Blackman KR8 Advisory Limited The Lexicon, 10-12 Mount Street Manchester, M2 5NT Further details, contact: The Joint Administrators Email: caseenquiries@kr8.co.uk UNIQUE PROPERTY: Forvis Mazars Named as Administrators ------------------------------------------------------ Unique Property Investment Group Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-005172, Micheal Pallott and Adam Harris of Forvis Mazars LLP, were appointed as administrators on July 25, 2025. Unique Property Investment specialized in the letting and operating of own or leased real estate, and providing business support service activities not elsewhere classified. Its registered office and principal trading address is at 61/63 Crockhamwell Road, Woodley, Reading, RG5 3JP. The administrators can be reached at: Michael Pallott Adam Harris Forvis Mazars LLP 30 Old Bailey, London EC4M 7AU For further details contact: Christina Michael Email: Christina.Michael@mazars.co.uk ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. 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