250904.mbx

250904.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 Thursday, September 4, 2025, Vol. 26, No. 177 Headlines F R A N C E FORVIA S.E: Fitch Affirms 'BB+' Long-Term IDR, Outlook Negative REXEL SA: S&P Rates EUR400MM New Senior Unsecured Notes 'BB+' I R E L A N D BAIN CAPITAL 2025-2: S&P Assigns B- (sf) Rating to Class F Notes CANYON EURO 2025-2: S&P Assigns B- (sf) Rating to Class F Notes CAPITAL FOUR X: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes CAPITAL FOUR X: S&P Assigns Prelim B- (sf) Rating to Class F Notes CARLYLE EURO 2017-3: S&P Affirms 'B- (sf)' Rating on Class E Notes CONTEGO CLO III: S&P Assigns B- (sf) Rating to Cl. F-R-R Notes ROCKFORD TOWER 2018-1: S&P Assigns B- (sf) Rating to F-R-R Notes SADEREA LTD: S&P Lowers ICR to 'D' on Interest Payment Default L U X E M B O U R G REDE D'OR FINANCE: Fitch Rates New USD750MM Sr. Unsec. Notes 'BB+' N E T H E R L A N D S FAB CBO 2003-1: Moody's Withdraws Ca Rating on 2 Tranches S W E D E N ROAR BIDCO: Fitch Affirms 'B' Long-Term IDR, Outlook Stable U N I T E D K I N G D O M ARTS AT THE MILL: Forvis Mazars Named as Joint Administrators BRICKS SILVERSTONE: FRP Advisory Named as Joint Administrators F.E.S. BUILDING: Leonard Curtis Named as Joint Administrators FEEDFORWARD LTD: FRP Advisory Named as Joint Administrators M.G. SIGNS: Moorfields Named as Joint Administrators T&L HOLDCO: S&P Downgrades LT ICR to 'B-', Outlook Stable TUNHAM LIMITED: KR8 Advisory Named as Administrators - - - - - =========== F R A N C E =========== FORVIA S.E: Fitch Affirms 'BB+' Long-Term IDR, Outlook Negative --------------------------------------------------------------- Fitch Ratings has affirmed FORVIA S.E.'s Long-Term Issuer Default Rating (IDR) at 'BB+'. The Outlook remains Negative. The Negative Outlook reflects Fitch's expectation that the French auto parts supplier's EBITDA net leverage will remain above its negative rating sensitivity of 2.0x until end-2026. This is primarily due to higher-than-anticipated restructuring charges totaling EUR150 million, related to the group's cost optimisation initiatives. FORVIA's deleveraging relies on improved operational profitability and timely execution of the disposal programme; delays in either could lead to a downgrade. The rating affirmation reflects FORVIA's strong liquidity and investment-grade business profile, supported by scale, diversification, and market position. Fitch expects the group to continue generating positive free cash flow (FCF) margins, despite subdued global automotive production volumes. Key Rating Drivers Disposal Proceeds Key to Deleveraging: The full execution of the planned asset disposal programme in the next 12 months is a key assumption in Fitch's rating case and critical to supporting the current rating. Fitch anticipates the cash proceeds from divestitures will be fully used for debt repayment, which should enable FORVIA to achieve net leverage of 2.0x by end-2026. Fitch may downgrade the rating over the next six months if Fitch considers the execution risk of its disposal programme to be increasing, leading to a delay of deleveraging for an extended period. Fitch does not expect the asset sales to weaken FORVIA's business profile significantly. Production Uncertainty Weighs on Earnings: Fitch forecasts that FORVIA's operating profitability will remain under pressure in 2025 and 2026, reflecting its revised assumptions for lower production volumes and high restructuring charges. Fitch projects that FCF margins will be about 0.5% over the next 12-24 months, aided by discipline in working capital management and capex allocation. Fitch expects the financial benefits from FORVIA's restructuring initiatives to be reflected in the profit and loss statement no earlier than 2027, coinciding with a projected normalisation in automotive production. Direct Exposure to Tariffs Manageable: Fitch considers the direct impact from evolving trade policies to be manageable for FORVIA. The group's production facilities in Mexico mainly serve its US customers and are largely USMCA-compliant. Mitigants, such as price adjustments, can partially offset additional duties. Fitch believes the downside risk stems from the impact of tariffs on consumer and business sentiment, causing original equipment manufacturers (OEM) to adjust production volumes and model launch timetables. This in turn reduces planning visibility for auto suppliers, like FORVIA, and weighs on costs. Cost Control in Focus: FORVIA has implemented additional measures in 2025 to contain non-operational cost, including the 'Simplify' project, which will incur a restructuring cost of EUR150 million over 2026-2028. Fitch has included the expense in its EBIT forecasts, distributing the cost evenly over the same period, alongside the cost associated with its EU FORWARD restructuring programme. Fitch has also revised down its capex assumption to an average 7% of sales, in line with the management's medium-term target, and taking into account the slowing uptake of electric vehicles. Solid Business Profile: The acquisition of HELLA has boosted FORVIA's revenue from the aftermarket, which is less cyclical than the OEM business and is viewed as credit-positive. The group's traditional product portfolio is enhanced by HELLA's exposure to the fast-growing, high-value segments in lighting and electronics, which strengthens FORVIA's innovation capabilities in vehicle connectivity, advanced driver assistance systems and autonomous driving. This enhances the group's value proposition in the auto supply chain and increases its importance to OEM customers. FORVIA's business profile is solid for its rating. Peer Analysis FORVIA's business profile is comparable to that of auto suppliers at the low-end of the 'BBB' rating category. FORVIA benefits from a broad and diversified exposure to leading international OEMs and has a global reach. It has a smaller share of the aftermarket business - which is less volatile and cyclical than OEM sales - than tire manufacturers, such as Compagnie Generale des Etablissements Michelin (A/Stable) and Continental AG (BBB/Positive). FORVIA's portfolio includes fewer high-value, high-growth products than leading and innovative suppliers, such as Robert Bosch GmbH (A/Stable), Continental AG (BBB/Positive) and Aptiv PLC (BBB/Rating Watch Negative). FORVIA's operating margins and leverage profile are positioned towards the lower end of the 'BB' rating category. Its EBIT margin of 5%-6% is considerably lower than that of investment grade-rated peers, such as Aptiv or Continental. Its FCF margin and leverage metrics are weak compared with seating makers, such as Lear Corporation (BBB/Stable) and Adient plc. Key Assumptions - Revenue to decline by the low single digits in 2025 and 2026, followed by single-digit growth over 2027-2028 - Post-restructuring EBIT margin below 5% until 2026 before trending toward 6% in 2028, supported by a lower cost base and production volume recovery - Modest working capital release in 2025 from inventory management - Average capex at 7% of revenue to 2028 - Complete execution of the planned asset disposal programme before end-2026 - Dividends at between 20% and 30% of net income over 2026-2028 - No material M&A or sizable share repurchases to 2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade EBIT margin below 5% FCF margin below 0.5% EBITDA net leverage above 2.0x at end-2026 Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade EBIT margin above 7.5% FCF margin above 1.5% EBITDA net leverage below 1.0x Liquidity and Debt Structure At end-June 2025, FORVIA had undrawn syndicated credit facilities of EUR1.95 billion, of which EUR1.5 billion was attributable to its Faurecia business and EUR450 million to HELLA. The two facilities are due in mid-2028 and at end-2027, respectively. FORVIA uses a commercial paper programme and factoring for working capital funding. It also has access to local credit facilities at its operating subsidiaries. Debt at end-June 2025 comprised Schuldschein, term loans, sustainability-linked notes and bonds. The debt maturities are evenly spread between 2027 and 2031. The group's refinancings in 1H25 have addressed all its maturities in 2026. Issuer Profile FORVIA is a top automotive supplier globally. 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 ----------- ------ -------- ----- FORVIA S.E. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ REXEL SA: S&P Rates EUR400MM New Senior Unsecured Notes 'BB+' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating to the EUR400 million proposed senior unsecured notes, due in 2030, to be issued by France-based electrical supplies distributor Rexel S.A. The '4' recovery rating indicates its expectation of average recovery prospects (30%-50%; rounded estimate: 45%) for debtholders in the event of a payment default. The recovery rating considers the notes' structural subordination to sizable prior-ranking liabilities, including the five securitization programs and other credit facilities. This is combined with the unsecured and unguaranteed debt, limited protection offered to noteholders, and reliance on payments from subsidiaries to service obligations under the notes. At the same time, S&P recognizes Rexel's resilient performance so far this year and healthy business prospects, particularly with respect to benefitting from megatrends, such as electrification and reshoring in the U.S., notwithstanding weak demand in Europe. The issue and recovery ratings are based on preliminary information and are subject to their successful issuance and our satisfactory review of the final documentation. Rexel intends to use the proceeds for general corporate purposes. S&P expects the proposed notes' documentation to be fully in line with that of the existing notes. Rexel will only be constrained from issuing additional debt by a standard minimum 2.0x incurrence-based interest coverage covenant under the notes, with carve-outs and permitted debt baskets. The documentation for the company's revolving credit facility includes a 3.50x net total leverage covenant, tested semi-annually, which can be breached three times during the life of the facility: twice for a maximum 3.75x and once for a maximum of 3.90x. The cross-default and acceleration provisions threshold will remain in excess of EUR100 million. Issue Ratings--Recovery Analysis Key analytical factors -- In S&P's hypothetical default scenario, it assumes a sustained economic slowdown and increased competitive pressure leading to declining demand, shrinking margins, deteriorated payment discipline, and a material reduction in cash generation. S&P believes that this, combined with deteriorated capital markets and liquidity pressure, could prevent the company from refinancing or repaying its debt, when due, and trigger a payment default. -- S&P values Rexel as a going concern, reflecting its view of the group's leading market position and wide customer and end-market diversification. Simulated default assumptions -- Year of default: 2030 -- Jurisdiction: France -- EBITDA multiple: 6.0x Simplified waterfall -- Gross recovery value: EUR3.2 billion -- Net recovery value for waterfall after administration expenses (5%): EUR3.1 billion -- Estimated priority claims: EUR1.7 billion -- Unsecured debt claims: EUR2.8 billion --Recovery prospects: 30%-50% (rounded 45%) --Recovery rating: 4 ============= I R E L A N D ============= BAIN CAPITAL 2025-2: S&P Assigns B- (sf) Rating to Class F Notes ---------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Bain Capital Euro CLO 2025-2 DAC's class A to F European cash flow CLO notes, and class A loan. At closing, the issuer also issued unrated subordinated notes. Under the transaction documents, the rated notes and loan will pay quarterly interest unless a frequency switch event occurs. Following this, the notes and loan will permanently switch to semiannual payments. The portfolio's reinvestment period will end 4.7 years after closing, while the noncall period will end 1.6 years after closing. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,714.68 Default rate dispersion 521.22 Weighted-average life (years) 4.95 Weighted-average life (years) extended to cover the length of the reinvestment period 4.95 Obligor diversity measure 155.75 Industry diversity measure 20.66 Regional diversity measure 1.14 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.35 Target 'AAA' weighted-average recovery (%) 36.82 Target weighted-average spread (net of floors; %) 3.79 Target weighted-average coupon (%) 6.86 Rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio is well diversified as of the closing date, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenant weighted-average spread (3.75%), the covenant weighted-average coupon (4.50%), and the target weighted-average recovery rates at all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on April 25, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings as of the closing date. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote. The issuer is a special-purpose entity that meets our criteria for bankruptcy remoteness. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes benefits from break-even default rate (BDR) and scenario default rate cushions that we would typically consider commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes. The class A and F notes, and A loan can withstand stresses commensurate with the assigned ratings. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A to F notes and A loan. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A to E notes and A loan based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 118.00 38.00 3mE +1.35% A loan AAA (sf) 130.00 38.00 3mE +1.35% B AA (sf) 44.00 27.00 3mE +2.00% C A (sf) 24.00 21.00 3mE +2.30% D BBB- (sf) 28.00 14.00 3mE +3.40% E BB- (sf) 18.00 9.50 3mE +5.85% F B- (sf) 12.00 6.50 3mE +8.52% M NR 0.50 N/A N/A Sub. Notes NR 30.30 N/A N/A *The ratings assigned to the class A and B notes, and A loan address timely interest and ultimate principal payments. The ratings assigned to the class C to F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month EURIBOR. CANYON EURO 2025-2: S&P Assigns B- (sf) Rating to Class F Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Canyon Euro 2025-2 DAC's class A to F European cash flow CLO notes and class A-1 and A-2 loans. At closing, the issuer also issued unrated class Z notes and subordinated notes. Under the transaction documents, the rated loans and notes will pay quarterly interest unless a frequency switch event occurs. Following this, the loans and notes will permanently switch to semiannual payments. The portfolio's reinvestment period will end 5.13 years after closing, while the non-call period will end 2.1 years after closing. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated loans and notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,860.96 Default rate dispersion 402.06 Weighted-average life (years) 4.93 Weighted-average life (years) extended to cover the length of the reinvestment period 5.13 Obligor diversity measure 141.22 Industry diversity measure 23.55 Regional diversity measure 1.18 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.65 Target 'AAA' weighted-average recovery (%) 36.35 Target weighted-average spread (net of floors; %) 3.77 Target weighted-average coupon (%) 3.90 S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.75%), the covenanted weighted-average coupon (4.00%), and the identified portfolio weighted-average recovery rates for the class A-1 and A-2 loans and all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Oct. 15, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the loans and notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote. The issuer is a special-purpose entity that meets our criteria for bankruptcy remoteness. "Our credit and cash flow analysis show that the class B, C, D, and E notes benefit from break-even default rate (BDR) and scenario default rate cushions that we would typically consider to be in line with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on the notes. The class A notes and class A-1 and A-2 loans can withstand stresses commensurate with the assigned ratings. "For the class F notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated BDR at the 'B-' rating level of 26.95% (for a portfolio with a weighted-average life of 5.13 years), versus if S&P was to consider a long-term sustainable default rate of 3.2% for 5.13 years, which would result in a target default rate of 16.42%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A to F notes and class A-1 and A-2 loans. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A to E notes and class A-1 and A-2 loans based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 103.00 38.00 Three/six-month EURIBOR plus 1.35% A-1 loan AAA (sf) 130.00 38.00 Three/six-month EURIBOR plus 1.35 A-2 loan AAA (sf) 15.00 38.00 Three/six-month EURIBOR plus 1.35% B AA (sf) 45.00 26.75 Three/six-month EURIBOR plus 2.00% C A (sf) 23.00 21.00 Three/six-month EURIBOR plus 2.30% D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 3.25% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.70% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.30% Z NR 10.00 N/A N/A Sub. Notes NR 38.80 N/A N/A *The ratings assigned to the class A-1 and A-2 loans and class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. CAPITAL FOUR X: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes ----------------------------------------------------------------- Fitch Ratings has assigned Capital Four CLO X DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Capital Four CLO X DAC A LT AAA(EXP)sf Expected Rating B LT AA(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB-(EXP)sf Expected Rating E LT BB-(EXP)sf Expected Rating F LT B-(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating X LT AAA(EXP)sf Expected Rating Transaction Summary Capital Four CLO X DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds will be used to fund a portfolio with a target par of EUR400 million. The portfolio is managed by Capital Four CLO Management II K/S and Capital Four Management Fondsmæglerselskab A/S. The CLO will have an approximately three-year reinvestment period and a seven-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch considers the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor of the identified portfolio is 24.7 High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.6%. Diversified Asset Portfolio (Positive): The transaction also includes various other concentration limits, including the maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an approximately three-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash-flow Modelling (Positive): The WAL used for the transaction's stress portfolio analysis is 12 months less than the WAL covenant at the issue date (subject to a floor of six years), to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include, among others, passing the coverage tests and the Fitch 'CCC' bucket limit test post reinvestment period, as well as a WAL covenant that progressively steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of no more than two notches for the class B and C notes , one notch for the class D and E notes, to below 'B-sf' for the class F notes and have no impact on the class X and A notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B and C notes display rating cushions of one notch, the class D, E and F notes of two notches and the class X and A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches, except for the 'AAAsf' rated notes, which are already at the highest level on Fitch's scale and cannot be upgraded. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Capital Four CLO X DAC The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Capital Four CLO X DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CAPITAL FOUR X: S&P Assigns Prelim B- (sf) Rating to Class F Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary credit ratings to Capital Four CLO X DAC's class X, A, B, C, D, E, and F notes. At closing, the issuer will also issue unrated subordinated notes. The reinvestment period will be approximately 3.00 years, while the non-call period will be 1.00 year after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The preliminary ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,776.95 Default rate dispersion 422.197 Weighted-average life (years) 4.83 Weighted-average life (years) extended to cover the length of the reinvestment period 4.83 Obligor diversity measure 119.790 Industry diversity measure 19.854 Regional diversity measure 1.205 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 130 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.76 Actual weighted-average spread (net of floors; %) 3.69 Actual weighted-average coupon (%) 6.00 S&P said, "Our preliminary ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "We expect the portfolio to be well-diversified on the closing date, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled the covenanted weighted-average spread of 3.59%, the covenanted weighted-average coupon of 3.00%, the covenanted weighted-average recovery rates at the 'AAA' level (35.76%), and the target weighted-average recovery rates for all other rating levels calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher preliminary ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we have capped our preliminary ratings assigned to the notes." The class X and A notes can withstand stresses commensurate with the assigned preliminary ratings. For the class F notes, S&P's credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower preliminary rating. However, S&P has applied its 'CCC' rating criteria, resulting in a preliminary 'B- (sf)' rating on this class of notes. The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- The preliminary portfolio's average credit quality, which is similar to other recent CLOs. -- S&P said, "Our model generated break-even default rate at the 'B-' rating level of 18.04% (for a portfolio with a weighted-average life of 4.83 years), versus if we were to consider a long-term sustainable default rate of 3.1% for 4.83 years, which would result in a target default rate of 14.88%." -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned preliminary 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our preliminary ratings are commensurate with the available credit enhancement for the class X, A, B, C, D, E, and F notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class X to E notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P regards the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in S&P's rating analysis to account for any ESG-related risks or opportunities. Capital Four CLO X is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Capital Four CLO Management II K/S and Capital Four Management Fondsmæglerselskab A/S will manage the transaction. Ratings Prelim. Prelim. Amount Credit Class rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 2.00 N/A Three/six-month EURIBOR plus 1.00% A AAA (sf) 246.00 38.50 Three/six-month EURIBOR plus 1.25% B AA (sf) 46.00 27.00 Three/six-month EURIBOR plus 1.90% C A (sf) 24.00 21.00 Three/six-month EURIBOR plus 2.30% D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 3.10% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.50% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.17% Sub notes NR 31.28 N/A N/A *The preliminary ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. CARLYLE EURO 2017-3: S&P Affirms 'B- (sf)' Rating on Class E Notes ------------------------------------------------------------------ S&P Global Ratings raised its credit ratings on Carlyle Euro CLO 2017-3 DAC's class A-2A and A-2B notes to 'AAA (sf)' from 'AA+ (sf)', class B-1 and B-2 notes to 'AA (sf)' from 'A+ (sf)', and class C notes to 'A- (sf)' from 'BBB+ (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A-1-R notes, 'BB (sf)' rating on the class D notes, and its 'B- (sf)' rating on the class E notes. Carlyle Euro CLO 2017-3 is a cash flow CLO transaction that securitizes leverage loans and is managed by CELF Advisors LLP. The rating actions follow the application of S&P's relevant criteria, and its credit and cash flow analysis of the transaction based on the July 2025 trustee report. Since S&P's previous rating actions in October 2024: -- The pool's credit quality has deteriorated in terms of default but has stabilized in terms of recovery assumptions. -- The portfolio's weighted-average life has decreased to 3.28 years from 3.56 years. -- The percentage of 'CCC' rated assets has increased to 5.85% from 4.67%. -- Following the deleveraging of the class A-1-R notes, the class A-2A to E notes benefit from higher levels of credit enhancement compared with S&P's previous review. Credit enhancement Current amount Credit enhancement Class (mil. EUR) as of July 2025 (%) * A-1-R 113.43 56.74 A-2A 29.50 39.76 A-2B 15.00 39.76 B-1 26.50 25.84 B-2 10.00 25.84 C 20.50 18.02 D 23.50 9.06 E 11.10 4.83 Credit enhancement = [Performing balance + cash balance + recovery on defaulted obligations (if any) – tranche balance (including tranche balance of all senior tranches)] / [Performing balance + cash balance + recovery on defaulted obligations (if any)]. *Based on the portfolio composition as reported by the trustee in February 2024. *Based on the portfolio composition as reported by the trustee in July 2025. N/A--Not applicable. Portfolio benchmarks Current Previous review SPWARF 2,930.06 2,868.52 Default rate dispersion 528.27 558.64 Weighted-average life (years) 3.28 3.56 Obligor diversity measure 75.65 104.75 Industry diversity measure 15.92 17.36 Regional diversity measure 1.24 1.27 SPWARF--S&P Global Ratings' weighted-average rating factor. On the cash flow side: -- The reinvestment period ended in July 2022. -- The class A-1-R notes have deleveraged by almost EUR120.6 million since then, equivalent to an outstanding note factor of 48.47%. -- No class of notes is currently deferring interest. -- All coverage tests are passing as of the July 2025 trustee report. Transaction key metrics Current Previous review Total collateral amount (mil. EUR)* 262.18 340.12 Defaulted assets (mil. EUR) 0.00 0.00 Number of performing obligors 87 123 Portfolio weighted-average rating B B 'CCC' assets (%) 5.85% 4.67 'AAA' SDR (%) 60.28% 58.84 'AAA' WARR (%) 36.45% 36.47 *Performing assets plus cash and expected recoveries on defaulted assets. SDR--scenario default rate. WARR--Weighted-average recovery rate. S&P said, "In our view, the portfolio is diversified across obligors, industries, and asset characteristics. Nevertheless, due to the CLO entering its amortization phase, it has become more concentrated since our previous review. Hence, we have performed additional scenario analysis by applying a spread and recovery compression analysis. "In our credit and cash flow analysis, we considered the transaction's available current cash balance of approximately EUR3.94 million, per the July 2025 trustee report, where the manager has actively traded assets during 2025." Potential reinvestments by the manager from unscheduled redemption proceeds and sale proceeds from credit-impaired and credit-improved assets may prolong the note repayment profile for the most senior class, instead of being used to amortize most of the structure's proceeds on the following payment date. Therefore, these potential reinvestments may prolong the note repayment profile for the most senior class. S&P said, "We have considered as a base case, the possibility of the current full amount of principal cash being reinvested on the following payment date. Additionally, we considered other scenarios with the possibility of the structure amortizing with the current full amount of principal cash on the following payment date." S&P said, "Considering the senior notes' continued deleveraging --which has increased available credit enhancement--we raised our ratings on the class A-2A, A-2B, B-1, B-2, and C notes. These tranches' available credit enhancement is now commensurate with higher stress levels and sufficient to mitigate the effect of the increased scenario default rates (SDRs). At the same time, we affirmed our 'AAA (sf)' rating on the class A-1-R notes. "Our credit and cash flow analysis indicated that the available credit enhancement for the class D notes can withstand stresses commensurate with a higher rating level than that assigned (without considering the abovementioned additional sensitivity analysis). "However, the transaction has amortized since the end of the reinvestment period in July 2022. Therefore, our rating actions consider concentration risk and the effect this may have on the weighted-average life, spread, and recovery generated on the portfolio. An increasing weighted-average life may delay the repayment of the liabilities and may therefore prolong the note repayment profile for most senior classes. "We have also considered the level of cushion between our break-even default rate (BDR) and SDR for these notes at their passing rating levels, as well as the current macroeconomic conditions and these tranches' relative seniority. Considering these factors, we did not upgrade the class D notes but rather we affirmed our 'BB (sf)' rating on this class of notes. "For the class E notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class E notes reflects several key factors, including: -- The class E notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P said, "Our model generated BDR at the 'B-' rating level of 19.97% (for a portfolio with a weighted-average life of 3.28 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 3.28 years, which would result in a target default rate of 10.50%." -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class E notes is commensurate with the affirmed 'B- (sf)' rating. Counterparty, operational, and legal risks are adequately mitigated in line with our criteria. "Following the application of our structured finance sovereign risk criteria, the transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria." Carlyle Euro CLO 2017-3 is a European cash flow CLO transaction that securitizes loans granted to primarily speculative-grade corporate firms. The transaction is managed by CELF Advisors LLP. CONTEGO CLO III: S&P Assigns B- (sf) Rating to Cl. F-R-R Notes -------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Contego CLO III DAC's class A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. The original transaction has a portion of subordinated notes outstanding and, at closing, issued an additional EUR101.70 million of subordinated notes. This transaction is a reset of the already existing transaction. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,932.65 Default rate dispersion 482.20 Weighted-average life (years) 4.27 Obligor diversity measure 130.27 Industry diversity measure 23.52 Regional diversity measure 1.47 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.55 Actual 'AAA' weighted-average recovery (%) 36.38 Actual weighted-average spread (%) 3.86 Actual weighted-average coupon (%) 3.46 Rating rationale Under the transaction documents, the rated notes pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately four and half years after closing. At closing, the closing portfolio was well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. S&P said, "Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs." S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the actual weighted-average spread (3.86%), and actual weighted-average coupon (3.46%), and the actual weighted-average recovery rates calculated in line with our CLO criteria for all the rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned ratings. "Until the end of the reinvestment period on Oct. 15, 2028, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to C-R-R notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned. "Our credit and cash flow analysis indicates that the available credit enhancement for the class F-R-R notes could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria and assigned a rating of 'B- (sf)'." The ratings uplift for the class F-R-R notes reflects several key factors, including: -- The class F-R-R notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 17.93% (for a portfolio with a weighted-average life of 4.269 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.269 years, which would result in a target default rate of 13.66%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R-R notes is commensurate with the assigned 'B- (sf)' rating. "Taking the above factors into account and following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that the assigned ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the A-R-R to E-R-R notes based on four hypothetical scenarios." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Contego CLO III DAC is a cash flow CLO securitizing a portfolio of primarily European senior secured leveraged loans and bonds. The transaction is managed by Five Arrows Managers LLP. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R-R AAA (sf) 248.00 38.00 3mE + 1.25% B-R-R AA (sf) 44.00 27.00 3mE + 1.93% C-R-R A (sf) 24.00 21.00 3mE + 2.40% D-R-R BBB- (sf) 28.00 14.00 3mE + 3.30% E-R-R BB- (sf) 18.00 9.50 3mE + 5.60% F-R-R B- (sf) 12.00 6.50 3mE + 8.49% Sub NR 142.00 N/A N/A *The ratings assigned to the class A-R-R, and B-R-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate (EURIBOR). ROCKFORD TOWER 2018-1: S&P Assigns B- (sf) Rating to F-R-R Notes ---------------------------------------------------------------- S&P Global Ratings assigned its ratings to Rockford Tower Europe CLO 2018-1 DAC's class A-1-R-R, A-2-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. There are unrated subordinated notes outstanding from the original transaction. This transaction is a reset of the already existing transaction that closed originally in 2018 and was reset in April 2024. The issuance proceeds of the refinancing notes were used to redeem the refinanced notes (the original transaction's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes) and the ratings on the current notes have been withdrawn. The ratings assigned to Rockford Tower Europe CLO 2018-1's notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,663.30 Default rate dispersion 699.78 Weighted-average life (years) 4.59 Obligor diversity measure 145.38 Industry diversity measure 26.04 Regional diversity measure 1.24 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B Target par (mil. EUR) 400.00 'CCC' category rated assets (%)* 2.89 Weighted-average spread (%; net of floors) 3.76 Weighted-average coupon (%) 3.16 *Expressed as a percentage of the performing portfolio target par. Rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately 3.0 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we modeled a target par of EUR398.425 million to account for defaults in the current portfolio. Additionally, we modeled the actual weighted-average spread (3.76%), the actual weighted-average coupon (3.16%), and the actual weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Aug. 29, 2028, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "The CLO is managed by Rockford Tower Capital Management, LLC, and the maximum potential rating on the liabilities is 'AAA' under our operational risk criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings are commensurate with the available credit enhancement for the class A-1-R-R to E-R-R notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to E-R-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our ratings on the notes. "For the class F-R-R notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes. The ratings uplift for the class F-R-R notes reflects several key factors, including: -- The class F-R-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 20.51% (for a portfolio with a weighted-average life of 4.59 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.59 years, which would result in a target default rate of 14.69%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R-R notes is commensurate with the assigned 'B- (sf)' rating. "Given our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A-1-R-R to E-R-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R-R notes. Environmental, social, and governance S&P said, "We regard the transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Balance Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) A-1-R-R AAA (sf) 248.00 Three/six-month EURIBOR 38.00 plus 1.26% A-2-R-R AAA (sf) 4.00 Three/six-month EURIBOR 37.00 plus 1.60% B-R-R AA (sf) 42.00 Three/six-month EURIBOR 26.50 plus 1.90% C-R-R A (sf) 24.00 Three/six-month EURIBOR 20.50 plus 2.30% D-R-R BBB- (sf) 26.00 Three/six-month EURIBOR 14.00 plus 3.30% E-R-R BB- (sf) 19.00 Three/six-month EURIBOR 9.25 plus 5.60% F-R-R B- (sf) 11.00 Three/six-month EURIBOR 6.50 plus 8.47% Sub notes NR 38.70 N/A N/A *The ratings assigned to the class A-1-R-R, A-2-R-R, and B-R-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. SADEREA LTD: S&P Lowers ICR to 'D' on Interest Payment Default -------------------------------------------------------------- S&P Global Ratings lowered to 'D' from 'CCC+' its credit rating on Saderea Ltd.'s repack notes. S&P will withdraw the rating after 30 days if the issuer does not cure the defaulted interest payment and provide updates or further information. S&P raised to 'CCC+' our rating on the notes on May 19, 2025, following its May 9, 2025, upgrade of the Republic of Ghana because we weak-link our ratings on the notes to the rating on the underlying collateral issuer. Under S&P's "Global Methodology For Rating Repackaged Securities" criteria, we weak-link our ratings on Saderea Ltd.'s repack notes to the lowest of: -- S&P's foreign currency issuer credit rating (ICR) on the Republic of Ghana as underlying collateral issuer; and -- S&P’s ICR on The Citibank N.A. (London Branch) as bank account, which we derive from our ICR on Citibank N.A. as branch parent. S&P said, "We have recently been informed that a default on the interest payments due has occurred since the March 2023 payment date, which continues as of the latest payment date. We therefore no longer weak-link our rating on the notes, and we have lowered our rating to 'D' from 'CCC+' due to the missed timely interest payment on the notes. "We understand that there are ongoing negotiations with noteholders who have rejected restructuring as they do not accept that the senior and guaranteed nature of the bonds should be in line with more junior bonds already restructured by Ghana. "Our rating on the notes reflects our assessment of the underlying asset pool's credit and cash flow characteristics, as well as our analysis of the transaction's exposure to counterparty, legal, and operational risks. Our assessment of operational and administrative risks is a core part of its process in rating structured finance transactions. These risk assessments focus on key transaction parties, or parties whose failure to perform as contracted poses a risk to a securitization's expected performance, such as to adversely affect the securitization's ratings. We will subsequently withdraw the rating on the notes after 30 days, in the absence of any further material information." =================== L U X E M B O U R G =================== REDE D'OR FINANCE: Fitch Rates New USD750MM Sr. Unsec. Notes 'BB+' ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to the proposed senior unsecured notes of up to USD750 million, due 2035, to be issued by Rede D'Or Finance S.a.r.l., a wholly owned subsidiary of Rede D'Or Sao Luiz S.A. (Rede D'Or) incorporated in Luxembourg. Rede D'Or will unconditionally and irrevocably guarantee the notes, ranking pari passu with existing unsecured debt. Net proceeds will be used for general corporate purposes, including capex, liquidity and debt repayment. Rede D'Or's Long-Term Foreign Currency Issuer Default Rating (IDR) is 'BB+' and Long-Term Local Currency IDR is 'BBB-', both with Stable Outlooks. The FC IDR is constrained by Brazil's 'BB+' Country Ceiling. The ratings reflect strong long-term healthcare demand, a leading position in Brazil's hospital market and robust financial flexibility and liquidity. Gross leverage should fall to around 3.5x by 2026, down from 4.5x in 2024, and net leverage to below 2.0x in the rating horizon. Key Rating Drivers Leading Market Position: Rede D'Or owns the largest private hospital network in Brazil, with 79 units—76 wholly owned and three under management—totaling 13,083 beds at the end of June 2025, which represents an estimated 5% market share in terms of total private beds in the country. The company also operates an insurance business that accounted for 56% of consolidated net revenue in the 12 months ended June 30, 2025, with 5.6 million insured members. Rede D'Or's large scale and complementary operations offer significant competitive advantages, such as cost dilution and enhanced bargaining power with counterparties and the medical providers. Deleveraging Trend: The current ratings assume Rede D'Or can maintain gross leverage below 4.0x and net leverage below 2.5x on a recurring basis. Fitch believes the company's ability to effectively reduce leverage while managing business growth in a challenging operating environment is key to its rating. Fitch projects a total debt/adjusted EBITDA (pre- International Financial Reporting Standards - IFRS-16) ratio around 3.5x by 2026, with net leverage below 2.0x from 2025 onward. This compares to 4.1x and 1.9x on an LTM basis as of June 2025. Operating Margins' Improvement: Fitch projects adjusted consolidated EBITDA margins (pre- IFRS-16) in the 17%-19% range in 2025 and 2026, up from 16.5% in 2024. The hospital segment margin is expected to be at 24%-25%, above major competitors, and supported by Rede D'Or's ability to pass on costs and dilute expenses. The insurance segment margin should range from 9%-10%, compared to 7.6% in 2024, driven by expected improvement in the medical loss ratios (MLRs) to an average of 80%, closer to 1H25 (80.3%), and from 82.4% in 2024, according to Fitch calculations. Strong CFO Generation: Fitch estimates adjusted EBITDA (pre-IFRS-16) will rise to BRL9.9 billion in 2025 and BRL11.2 billion in 2026, up from BRL8.5 billion in 2024. Insurance consolidation has reduced working capital needs by decreasing the cash cycle. Combined with lower expected capex, this should offset cash flow pressures from high interest payments. Fitch forecasts CFO of BRL6.7 billion in 2025 and BRL7.5 billion in 2026, with FCF of BRL2.7 billion in 2025 and closer to BRL2.0 billion in 2026. Assumptions include average annual capex of BRL2.6 billion and dividend payments of BRL1.7 billion in 2025 and equivalent to 50% of the previous year's net income in 2026. Withstanding a Challenging Industry: Rede D'Or mitigates business risks and volatility through its complementary hospital operations and health insurance plans, which have different (but synergistic) dynamics. Its large scale in the hospital sector, high-quality assets, and strong reputation with the medical community provide key competitive advantages and greater bargaining power with counterparties. Over the long term, Rede D'Or should keep benefitting from strong demand in Brazil's healthcare sector, driven by an aging population and the structural gap between supply and demand for hospital beds in Brazil. Country Ceiling Constraint: Rede D'Or's Long-Term Foreign Currency IDR is constrained by Brazil's 'BB+' Country Ceiling, as its operations are domiciled in the country. The 'BBB-' Local Currency IDR reflects the resilience of its business to economic crises and the positive long-term outlook for the healthcare sector. Peer Analysis Compared to Peruvian healthcare company Auna S.A. (IDR: B+/Stable Outlook) and major Brazilian hospital groups — Sociedade Beneficente Israelita Brasileira Hospital Albert Einstein (National Long-Term Rating AAA(bra)/Stable Outlook), Hospital Mater Dei S.A. (AA+(bra)/Stable Outlook), Ímpar Serviços Hospitalares S.A. (AA-(bra)/Stable Outlook), and Kora Saúde Participações S.A. (A-(bra)/Negative Outlook) — Rede D'Or offers a more robust operational scale, a more diversified business profile, and greater financial flexibility, supported by high cash balances and recurring access to capital and debt markets. Rede D'Or net financial leverage is similar to Mater Dei, lower than Auna, Ímpar, and Kora, but higher than Einstein which maintains net cash position. Brazil's hospital sector dynamics and regulatory model differ from those in other countries. However, Rede D'Or's operating margins and financial indicators are notably strong compared to other hospitals in Fitch's global portfolio. Key Assumptions - 10.3 thousand operational beds in 2025 and 11.0 thousand in 2026; - Average bed occupancy rate of 79.5% in 2025 and 2026; - Volume of daily-patients of 3.0 million in 2025 and 3.2 million in 2026; - Average hospital ticket (excluding oncology) of BRL10.4 thousand in 2025 and BRL11.1 thousand in 2026; - Hospital segment EBITDA margins between 24% and 25% in 2025 and 2026; - Average number of insurance users of 5.4 million in 2025 and 5.5 million in 2026; - Average monthly insurance ticket between BRL485 and BRL500 in 2025 and 2026; - Average medical loss ratio of 80% in 2025 and 2026; - Average annual investments of BRL2.6 billion in 2025 and 2026; - Dividend payments of BRL1.7 billion in 2025 and equivalent to 50% of the previous year's net income in 2026. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of Rede D'Or's reputation and/or its market position; - Hospital segment EBITDA margin falling below 22% and/or consolidated EBITDA margin below 14%, on a recurring basis; - Gross leverage above 4.0x or net leverage above 2.5x, on a recurring basis; - Deterioration of the strong liquidity position leading to refinancing risks; - Significant legal contingencies that interfere with company operations or materially impact its credit profile. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action on the Long-Term Foreign Currency IDR is limited by Brazil's Country Ceiling 'BB+'; - An upgrade of Rede D'Or's Long-Term Local Currency IDR 'BBB-' is unlikely in the medium term, due to its limited geographic diversification and high exposure to Brazil's operating environment; - The company's National Long-Term Rating cannot be upgraded as it is already at the highest level of Fitch's national scale. Liquidity and Debt Structure Rede D'Or's financial flexibility is solid, with proven access to both local and international capital markets. The company has maintained high cash balances even while executing its aggressive growth strategy, and Fitch does not anticipate changes to this approach. As of June 30, 2025, available cash—net of regulatory technical reserves of the insurance business—totaled BRL19.8 billion, against total debt of BRL37.6 billion, mainly comprising local debentures (57%), Real Estate Receivables Certificates (23%), and senior notes maturing in 2028 and 2030 (17%). About 19% of debt was in foreign currencies (USD and EUR), hedged against currency and interest rate mismatches. The company's cash position at the end of June was sufficient to cover debt amortizations through 2029. Rede D'Or does not have committed credit lines. Issuer Profile Rede D'Or is Brazil's largest healthcare conglomerate, with 79 hospitals and 13,083 beds and serving 5.6 million insured members. The Moll family controls 47.6%, while the remaining shares are held by various market participants. Summary of Financial Adjustments - Fitch uses Rede D'Or's consolidated financial statements based on IFRS-4 for Insurance Contracts; - Fitch's adjusted EBITDA metric excludes right-of-use depreciation and financial lease expenses as a proxy for rental expenses in the light of IFRS -16. It also exempts non-recurring and/or non-cash items from the calculation; - Gross debt includes acquisition-related obligations and the net derivatives. Date of Relevant Committee 27 August 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ Rede D'Or Finance S.a. r.l. senior unsecured LT BB+ New Rating ===================== N E T H E R L A N D S ===================== FAB CBO 2003-1: Moody's Withdraws Ca Rating on 2 Tranches --------------------------------------------------------- Moody's Ratings has withdrawn the following ratings of FAB CBO 2003-1 B.V.: EUR8M (Current outstanding amount EUR5,280,870) Class BE Floating Rate Notes, Withdrawn (sf); previously on Jul 18, 2022 Affirmed Ca (sf) EUR7M (Current outstanding amount EUR4,620,762) Class BF Fixed Rate Notes, Withdrawn (sf); previously on Jul 18, 2022 Affirmed Ca (sf) RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). =========== S W E D E N =========== ROAR BIDCO: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Roar BidCo AB's (Recipharm) Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook is Stable. Fitch has also affirmed Recipharm's term loan B (TLB) senior secured rating at 'B+' with a Recovery Rating of 'RR3'. Recipharm's IDR is constrained by high leverage, which Fitch forecasts will reduce gradually by end-2028. This weakness is balanced against its strong position in the non-cyclical and structurally growing contract development and manufacturing organisation (CDMO) market. It is well placed to capture growth opportunities due to its geographically diversified production facilities, established and loyal customer base, and high barriers to entry. The Stable Outlook reflects its expectation that Recipharm has recovered from the inflationary pressures of the past two years and will continue its profitable growth, with EBITDA leverage gradually reducing to around 6.0x in 2025 and beyond, from 7.1x at end-2024. This will be driven by an improved product mix and increased operational efficiency after divesting non-profitable sites. Key Rating Drivers Improving Earnings Base: Fitch forecasts Recipharm to continue with its profitability improvement, supported by implemented cost restructuring, including a EUR30 million cost savings programme and the completed disposals of seven production sites. Increased profitability will also be boosted by an improved product mix across the Bespak and sealed fluids businesses, and continued ramp-up of the biologics division. Fitch anticipates the latter business will be profitable in 2025, partially offsetting softer demand in the oral solid business division. This underpins forecast Fitch-defined EBITDA margins above 20% in 2025, up from 17% in 2024 and 12% in 2022. Stable Revenue Growth: Fitch projects Recipharm's revenue will grow in the low to mid single digits during 2026-2028, after a decline in 2025 due to the effect from the divested sites. The group has signed new contracts across all its business lines, which should ramp up production in the next two years. Its oral solids business has underperformed in the past four quarters due to customer delays, although this is offset by its diverse business lines. Continued Investment in Growth: Fitch anticipates capex will be about EUR120 million in 2025, as the group invests in increased capacity and technological improvements. Fitch expects investments in internal capabilities to continue to 2028, leading to free cash flow (FCF) margin expansion in the low to mid single digits, after being negative in 2025, alongside EBITDA growth and reduced interest payments. Deleveraging Capacity: Its rating case forecasts credit metrics will continue to improve from their low point in 2022 as inflationary pressures recede and its earnings base expands. Fitch continues to view Recipharm's underlying business as robust, underlined by high utilisation of capacity, recovering profitability and deleveraging potential. Fitch forecasts Recipharm's EBITDA leverage to decline to about 6.0x in 2025 from 7.1x in 2024, comfortably within its sensitivities for the 'B' rating. The deleveraging trajectory will be driven by EBITDA growth afterwards, as Fitch expects excess cash to be reinvested internally to support business expansion. Manageable Macro Risks: Fitch expects direct tariff risks to be mitigated by Recipharm's geographically diversified manufacturing footprint. However, the group is exposed to slowing demand from, or a delay to new contracts with, clients affected by tariffs and pricing pressures in pharmaceuticals. Fitch treats any additional tariffs or pricing regulations as event risk in its analysis. Defensive Operations, Established Market Position: Recipharm's rating is supported by its defensive business model, established market position, and high barriers to entry, particularly in more complex product areas where the manufacturing process is harder to replicate. CDMO reliability is key for pharma companies as switching suppliers can be time consuming and high risk. Setting up a contract manufacturer requires large capex, technological knowledge, regulatory approvals and time to build reputation. These factors translate into robust underlying demand for Recipharm, with a record of maintaining its customer base. Fragmented Market, Large Customers: The CDMO market is fragmented, with the 10 largest manufacturers accounting for less than 20% of the overall market. Recipharm is the fourth-largest CDMO globally in sales, but it still represents only 1%-2% of the total global market. Large global pharma customers typically have strong bargaining power in new contract negotiations, especially in high-volume generics. Peer Analysis Fitch regards other CDMOs, such as European Medco Development 3 S.a.r.l. (Axplora; B-/Stable), F.I.S. Fabbrica Italiana Sintetici S.p.A. (FIS; B/Positive), Kepler S.p.A. (Biofarma; B/Stable), and Triley Midco 2 Limited (Clinigen; B/Negative), as Recipharm's closest peers. The peer group relies on ongoing investments to grow at or above the market and to maintain operating margins. Recipharm has larger scale than most of the peers mentioned above, and a stronger business profile focused on prescription-drug manufacturing, sterile fluids, and delivery systems with intellectual property rights. Recipharm's profitability has been volatile throughout the past decade, after some loss of contracts and inflationary pressures resulted in EBITDA margins in the low teens, which compare unfavourably with peers' 17%-20%. Fitch expects Recipharm to recover to the higher end of that range this year. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Organic revenue growth offset by revenue loss from disposed sites, leading to a revenue decline in the low-to-mid single digits in 2025; organic revenue growth to remain in the low-single digits in 2026-2028 - Fitch-adjusted EBITDA margin of 22% in 2025, gradually improving to 23% in 2028, from 17.1% in 2024 - Capex at 10% of sales in 2025, supporting capacity expansion across multiple businesses; intensity to reduce gradually towards 8% by 2028 - Annual working-capital outflows of EUR9 million-11 million during 2025-2028 - Refinancing of existing debt comfortably ahead of maturities Recovery Analysis Its recovery analysis assumes that Recipharm would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. The EUR164 million GC EBITDA - unchanged from last review - reflects weak operating performance with regulatory issues or increased competition leading to deteriorating margins. The assumption also reflects corrective measures taken in reorganisation to offset the adverse conditions that may have triggered the default. Fitch continues to apply an enterprise value (EV) multiple of 6.0x to the GC EBITDA to calculate a post-reorganisation EV. The choice of this multiple is based on positive market fundamentals, a defensive business model with long-term customer contracts and high switching costs, but also some commoditisation within the solids business. Fitch assumes Recipharm's SEK3 billion (EUR269 million equivalent) revolving credit facility (RCF) is fully drawn on default. It has a EUR150 million non-recourse factoring facility, of which Fitch estimates 50% would remain available in distress. The RCF, EUR1,115 million first-lien TLB and the recently issued GBP166 million first-lien TLB rank pari passu among themselves in the debt waterfall. Assuming a 10% administrative claim, the allocation of value in the liability waterfall results in recoveries corresponding to 'RR3' for the first-lien RCF and TLB. This indicates a 'B+' instrument rating for the first-lien TLB based on current metrics and assumptions. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weak operating performance, product or regulatory issues or change in M&A or investment discipline leading to weaker EBITDA margin - EBITDA leverage above 6.5x on a sustained basis - EBITDA interest coverage below 2.0x on a sustained basis - Neutral to negative FCF margin, reducing liquidity headroom Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Larger scale, increased high-tech offering or increased geographical diversification while maintaining EBITDA margin above 20% on a sustained basis - EBITDA leverage below 5.0x on a sustained basis, supported by a commitment to a conservative financial policy - Mid-single digit FCF margin Liquidity and Debt Structure At end-June 2025, cash on balance sheet of EUR50 million (including EUR39 million that Fitch treats as not readily available) was complemented by about EUR165 million funds available under its SEK3 billion RCF and a EUR150 million non-recourse factoring facility. Fitch believes the group's liquidity position is adequate to cover interest costs and investment plans, including for capacity expansion. Fitch expects FCF to turn positive in 2026 as restructuring costs reduce and profitability improves. The group has a manageable debt maturity profile with its first-lien TLB maturing in February 2028. Issuer Profile Recipharm, headquartered in Stockholm and the result of a management buy-out from Pharmacia in 1995, is one of the five largest pharmaceutical CDMOs globally. 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 ----------- ------ -------- ----- Roar BidCo AB LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ =========================== U N I T E D K I N G D O M =========================== ARTS AT THE MILL: Forvis Mazars Named as Joint Administrators ------------------------------------------------------------- Arts At The Mill CIC was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies Court Number: CR-2025-004080, and Conrad Alexander Pearson and Patrick Lannagan of Forvis Mazars LLP, were appointed as joint administrators on Aug. 18, 2025. Arts At The Mill specialized in the operation of arts facilities. Its registered office is at c/o Forvis Mazars LLP, One St Peter's Square, Manchester, M2 3DE. Its principal trading address is at The Old Courts, Crawford Street, Wigan, WN1 1NA. The joint administrators can be reached at: Patrick Lannagan Conrad Alexander Pearson Forvis Mazars LLP One St Peter's Square, Manchester M2 3DE Further Details Contact: The Joint Administrators Tel: 0161 238 9330 Alternative contact: Alex Borowicz BRICKS SILVERSTONE: FRP Advisory Named as Joint Administrators -------------------------------------------------------------- Bricks Silverstone Land Limited was placed into administration proceedings in the High Court of Justice Court Number: CR-2025-0055788, and Ian James Corfield and Simon Baggs of FRP Advisory Trading Limited, were appointed as administrators on Aug. 13, 2025. Bricks Silverstone, trading as Bricks Silverstone Land, specialized in the buying and selling of own real estate. Its registered office is at 167/169 Great Portland Street, 5th Floor, London, Greater London, W1W 5PF in the process of being changed to 2nd Floor, 110 Cannon Street, London, EC4N 6EU. Its principal trading address is at Silverstone Circuit, Towcester, NN12 8TL. The joint administrators can be reached at: Ian James Corfield Simon Baggs FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU Further details contact: The Joint Administrators Tel: 020 3005 4000 Alternative contact: Edward Gordon Email: cp.london@frpadvisory.com F.E.S. BUILDING: Leonard Curtis Named as Joint Administrators ------------------------------------------------------------- F.E.S. Building Services Engineers Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts in Leeds Court Number: CR-2025-000801, and Ryan Holdsworth and Iain Nairn of Leonard Curtis, were appointed as joint administrators on Aug. 15, 2025. F.E.S. Building specialized in electrical installation. Its registered office and principal trading address is at Unit 5 Lloyd Court, Dunston, Gateshead, NE11 9EP. The joint administrators can be reached at: Ryan Holdsworth Leonard Curtis 4th Floor, Fountain Precinct, Leopold Street, Sheffield, S1 2JA - and - Iain Nairn Leonard Curtis Unit 13, Kingsway House Kingsway Team Valley Trading Estate Gateshead, NE11 0HW Further details, contact: The Joint Administrators Tel: 0114 285 9500 Shannon Jones FEEDFORWARD LTD: FRP Advisory Named as Joint Administrators ----------------------------------------------------------- Feedforward Ltd. was placed into administration proceedings in the High Court of Justice Court Number: CR-2025-005677, and Glyn Mummery and Julie Humphrey of FRP Advisory Trading Limited, were appointed as administrators on Aug. 18, 2025. APD Limited, trading as Figaro, offered information technology services. Its registered office is at 68 Hanbury Street, London, E1 5JL to be changed to Jupiter House, Warley Hill Business Park, The Drive, Brentwood, Essex, CM13 3BE. Its principal trading address is at 68 Hanbury Street, London, E1 5JL. The joint administrators can be reached at: Glyn Mummery Julie Humphrey 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: Addison Davis M.G. SIGNS: Moorfields Named as Joint Administrators ---------------------------------------------------- M.G. Signs Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List, Court Number: CR-2025-005441, and Andrew Pear and Michael Solomons of Moorfields, were appointed as joint administrators on Aug. 13, 2025. Its registered office is at 82 St John Street, London, EC1M 4JN. Its principal trading address is at 12 Pond Wood Close, Moulton Park Industrial Estate, Northampton, NN3 6RT. The joint administrators can be reached at: Andrew Pear Michael Solomons Moorfields 82 St John Street, London EC1M 4JN Telephone: 020 7186 1144 For further information, contact: Jenna Ferrant Moorfields 82 St John Street London, EC1M 4JN Tel No: 020 7186 1141 Email: jenna.ferrant@moorfieldscr.com T&L HOLDCO: S&P Downgrades LT ICR to 'B-', Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered its long-term issuer rating on T&L Holdco Ltd. (Travelodge) to 'B-' from 'B'. S&P also lowered its rating on the senior secured notes issued by TVL Finance PLC to 'B-' from 'B'. The stable outlook reflects S&P's view that Travelodge will maintain an adequate liquidity position over the next 12 months. This is despite our expectation that the group will continue to face challenges amid uncertainties about demand in the travel sector and cost headwinds in the U.K., likely leading to dampened profitability and persistently weaker credit metrics. For the first six months of 2025, T&L reported a 3.2% decline in revenue to £471.3 million and a 48.4% decline in management-adjusted EBITDA to £39.7 million. This was mainly due to unfavorable demand in the U.K. budget hotel sector, primarily in the company's Greater London hotels, and inflation in labor costs and rents. While S&P understands the trend is improving in the third quarter, we expect earnings to deteriorate as cost pressure persists alongside soft demand fundamentals, likely leading to negative free operating cash flow (FOCF) after leases and adjusted debt to EBITDA increasing above 8.0x in 2025. S&P said, "We now expect earnings deterioration this year amid weaker market demand and continued cost pressure. Travelodge reported £471.3 million revenue as of June 30, 2025, which was 3.2% lower than the same period last year, and management-adjusted EBITDA of £39.7 million, down 48.4% year on year. The underperformance in the first half of the year was driven by weak market demand as the group saw a 3.4% decline in like-for-like average daily rates (ADRs) and a 2% decline in the like-for-like occupancy rate in the first half compared with the previous year. Revenue per available room (RevPAR) was down by 5.6%, which was a more significant decline than the STR MSE market benchmark due to Travelodge's larger exposure to Greater London, which has seen significantly weaker market demand than central London. "At the same time, operating expenses increased by 5%, largely driven by higher wages and rent costs. We note some improvement in demand in the third quarter to date (between July 3 and Aug. 13, 2025), with 4% revenue growth thanks to a recovery across London and U.K. regional hotels due to strong event bookings and favorable weather, though we understand cost pressure persists. "We have revised down our base-case assumptions and now expect that full-year revenue in 2025 will decline by about 1% compared with 2024. We expect revenue growth to pick up by about 1%-2% in 2026 on the back of the normalization of new hotels opened in 2025 and some recovery in sector demand, underpinned by improving estate quality from the group's refit program. While we expect net costs should increase by 5% this year, we forecast management-adjusted EBITDA could be down by about 25% to £160 million, with the margin declining to 15.7% from 20.6% in 2024. This would translate into S&P Global Ratings-adjusted EBITDA (excluding fixed rent cost as per IFRS16 and including one-off items) declining to £437 million from £457 million in 2024, with the margin down to about 42.6% from 44.1% in 2024. "We expect FOCF after leases will continue to decline and turn negative in 2025. We assume Travelodge's annual capital expenditure (capex) will remain elevated over 2025-2026 at about £120 million per year, including investment in its rolling refit program as means to underpin market position and demand metrics. In addition, we expect about £270 million annual lease payments, as the group operates about 90% of its portfolio on a lease basis. These elements, coupled with the earnings shortfall we anticipate, will likely drive FOCF after leases to negative £12 million in 2025, from positive £24 million in 2024, and remain negative in 2026. "That said, we regard part of the capex in 2026 as discretionary; this should allow some flexibility to decelerate or halt projects to preserve cash in a weak trading environment. "We forecast that leverage will increase above 8.0x in 2025 without a clear deleveraging path. We expect S&P Global Ratings-adjusted leverage will increase to 8.2x in 2025 from 7.3x in 2024 and remain above 8.0x in 2026. Our adjusted debt calculation at the T&L Holdco level includes £415 million senior secured notes, EUR250 million senior secured floating-rate notes, and the £105 million loan drawn in 2024 to finance the acquisition of 66 hotels Propco and £2.7 billion of lease liabilities. Our leverage calculation does not include any cash due to the group's financial sponsor ownership and excludes two shareholder loans with principal amounts of £95 million and £40 million, because they meet our requirements for equity treatment. "We expect liquidity will remain adequate over the next 12 months. The group held about £141 million in cash as of June 30, 2025, down from £236 million at year end 2024, impacted by the weaker operating performance and the £69 million new hotel acquisitions in the first half of 2025. It also has the undrawn £50 million revolving credit facility (RCF) due October 2027 and our estimate of £105 million cash funds from operations (FFO). T&L's £105 million Propco loan is due in February 2026, and we assume this will be addressed in a timely manner. We note that the next maturities are £415 million senior secured fixed-rate notes due April 2028 and EUR250 million senior secured floating-rate notes due June 2030. "We will continue to monitor how the group's real estate strategy will affect its leverage profile. The group acquired 66 Travelodge-branded hotels in 2024 for a total consideration of £210 million under Propco. The debt required for this acquisition is consolidated under the rated entity T&L Holdco Ltd. We understand that the holders of the real estate-related debt (TL Prop Holdco Ltd.) have no recourse over the assets that act as security on the senior secured notes issued by TVL Finance PLC, and Propco will not act as a guarantor of the existing senior secured notes. "We note that the recent acquisitions, including the nine U.K. hotels from Louvre Hotel Group, were made within the operating company of the restricted group, Thame and London Ltd. (opco). However, we understand that management could explore further real estate transactions, using cash from the opco to finance acquisitions outside the restricted group or receive additional debt facilities. We will continue to monitor the group for the eventuality of such a situation because it could affect the creditworthiness of the opco. "The stable outlook reflects our view that the group will continue to face challenges as it navigates uncertainties about travel demand as well as cost headwinds in the U.K., leading to material earnings deterioration and leverage increasing above 8.0x in 2025. We also expect FOCF after leases will dip into negative territory in 2025, while the group's liquidity profile is still adequate and is underpinned by sound cash reserves and access to an RCF. It is our key assumption that the £105 million Propco loan due Feb 2026 will be addressed in a timely manner." S&P could lower the rating in the next 12 months if: -- Further cost increases or softness in the global economy and the sector weaken the group's operating performance below S&P's revised base case, leading to further deterioration in leverage and FOCF such that it believes the capital structure is unsustainable. -- The liquidity profile weakens or the group encounters problems refinancing its debt in a timely manner; -- The group pursues a more aggressive financial policy or real estate acquisition strategy, resulting in credit metrics persistently weaker than our current base-case expectations; or -- S&P observes a heightened risk of a specific default event, such as a distressed exchange or restructuring, or a debt purchase below par, or a covenant breach. A lower rating could also result from a meaningful deviation in credit quality between the rated topco (T&L Holdco Ltd.) and the operating company of the restricted group (Thame and London Ltd). S&P could raise the rating if the group made material progress in operating performance while withstanding cost pressures in the U.K. labor market, amid its expansion in real estate and the ongoing need to invest in its brands, such that: -- S&P Global Ratings-adjusted debt to EBITDA decreases and remains below 6.5x as a result of an improving earnings base. -- Consistently positive and growing FOCF after leases supports ample liquidity headroom. TUNHAM LIMITED: KR8 Advisory Named as Administrators ---------------------------------------------------- Tunham Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Manchester, Insolvency & Companies List (ChD) Court Number: CR-2025-005630, and Matthew Mills and James Saunders of KR8 Advisory Limited, were appointed as administrators on Aug. 15, 2025. Tunham Limited specialized in business support service activities. Its registered office is at 112 Jermyn Street, London, England, SW1Y 6LS and it is in the process of being changed to c/o KR8 Advisory Limited, St Andrew’s House, 20 St Andrew Street, London, EC4A 3AG. Its principal trading address is at 363-365 Clapham Road, London, SW9 9BT. The administrators can be reached at: Matthew Mills KR8 Advisory Limited St Andrew's House, 20 St Andrew Street London, EC4A 3AG -- and -- James Saunders c/o KR8 Advisory Limited The Lexicon, 10-12 Mount Street Manchester, M2 5NT Further details contact: Billy Long Tel No: 020 4540 1298 Email: caseenquiries@kr8.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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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