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250912.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 Friday, September 12, 2025, Vol. 26, No. 183 Headlines B E L G I U M PACKAGING PRINTCO: S&P Assigns 'B' ICR, Outlook Stable F R A N C E DERICHEBOURG SA: S&P Downgrades LT ICR to 'BB', Outlook Stable POSEIDON BIDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative I R E L A N D BECKETT PARK: S&P Assigns B- (sf) Rating to Class F Notes FIDELITY GRAND 2025-1: Fitch Puts 'B-sf' Final Rating to F Notes ICG EURO 2025-1: Fitch Assigns 'B-sf' Final Rating to Class F Notes TORRES RESIDENTIAL: S&P Puts Prelim B- (sf) Rating to D-Dfrd Notes L U X E M B O U R G ADECOAGRO SA: S&P Places 'BB' ICR on CreditWatch Negative N E T H E R L A N D S PETROBRAS GLOBAL: Fitch Rates New Sr. Unsecured Notes 'BB' R O M A N I A MAS PLC: Fitch Keeps 'BB-' Long-Term IDR on Watch Negative U N I T E D K I N G D O M AETHEL CARE HOMES: Grant Thornton Named as Joint Administrators BARKLEY PLASTICS: Begbies Traynor Appointed as Joint Administrators FEVERSHAM ARMS: Hotel and Spa Acquired Out of Administration FOLIO LIFE: CG & Co Named as Joint Administrators G & J LOGISTICS: FTS Recovery Named as Joint Administrators HE SIMM: Collapses Due to Liquidity Crunch JOHN GILLMAN: In Administration; Looks for Buyer M REALISATIONS: Interpath Advisory Named as Joint Administrators MBF CARE: Richard J Smith & Co Named as Joint Administrators SOS WHOLESALE: Enters Administration; Seeks Buyer TOGETHER ASSET 14 2025-1ST1: S&P Assigns B-(sf) Rating to X1 Notes VICTORIA PLC: Fitch Ups Long-Term IDR to 'CCC' WAECP REALISATIONS: Kroll Advisory Named as Joint Administrators X X X X X X X X [] BOOK REVIEW: PANIC ON WALL STREET - - - - - ============= B E L G I U M ============= PACKAGING PRINTCO: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to label printing company Packaging PrintCo N.V. and PPC Finance B.V. S&P also assigned its 'B' issue rating and '3' recovery rating to the EUR400 million term loan B (TLB) due in 2032. The stable outlook reflects S&P's expectation that S&P Global Ratings-adjusted debt to EBITDA will near 5.4x at year-end 2025 and improve toward 4.6x by year-end 2026 on the back of the full-year contribution of the acquisitions made in 2025. The outlook also reflects its expectation that free operating cash flow (FOCF) will be about EUR23 million-EUR30 million a year in 2025 and 2026. In August 2025, Asteria raised a seven-year EUR400 million senior secured TLB and a EUR80 million 6.5-year senior secured revolving credit facility (RCF). Asteria used the proceeds to repay existing debt (EUR270 million), fund acquisitions (EUR93 million), strengthen its cash balance (EUR26 million), and cover transaction costs (EUR11 million). Asteria has leading positions in some stable, but niche, markets. For example, it is the fourth-largest supplier of self-adhesive labels to corporate customers in Western Europe, and the largest supplier for the SME niche within the region, albeit with just a 5% share of this very fragmented market. Most of Asteria's end markets are relatively stable: food accounts for 41% of revenue, beverages for 10%, and pharma and health care for 7%. The remaining 42% of sales are in more-cyclical segments, such as packaging, homecare products, and cosmetics. Asteria has an extensive network of printing locations, strong customer relations, and no customer concentration. It uses 35 printing locations in 10 countries, which allows it to service customers throughout Europe at short notice. Its largest customer accounts for only about 1.5% of sales, and its top 10 customers account for about 10% of sales, indicating minimal concentration. S&P said, "We assess growth prospects for the label segment as modest, at 2%-3% per year. This growth will mainly be supported by an increase in food compliance and safety regulations (that is, mandatory disclosure of additional information for food products), and growing demand for more-complex labels in the premium segment. Although the limited initial and maintenance capital requirements lower barriers to entry for this market, new entrants require technical expertise and a broad production footprint. In our view, economies of scale provide a competitive advantage." Asteria's business risk profile is constrained by its modest scale and limited diversification in terms of product, geography, and suppliers compared with other rated packaging companies. With S&P Global Ratings-adjusted EBITDA of around EUR75 million in 2024, Asteria is one of the smallest rated packaging players in Europe, the Middle East, and Africa. That said, it is likely to continue to grow via acquisitions. The group is a niche player, with a narrow service offering (mainly label printing) and a high reliance on Europe, where most of its sales and assets are concentrated. There are few suppliers of self-adhesive label paper, which restricts its supplier base for this item. S&P said, "Our 'B' rating on Asteria reflects the two senior secured facilities raised in August 2025. They include a EUR400 million senior secured TLB and a EUR80 million senior secured RCF, both due in 2032. With the proceeds of this TLB, Asteria repaid around EUR270 million debt; the rest of the proceeds will fund acquisitions, reinforce the group's cash balance, and settle transaction fees. The EUR80 million RCF was undrawn at transaction closing. "We anticipate that adjusted debt to EBITDA and funds from operations (FFO) to debt will both improve in 2026, due to the full-year contribution from acquisitions made in 2025. Specifically, adjusted debt to EBITDA is estimated at about 5.4x in 2025 (4.6x in 2026) and FFO to debt is estimated at close to 11% in 2025 (13% in 2026). We assess Asteria's financial risk profile as highly leveraged, due to its financial sponsor ownership. Its credit metrics could underperform our base case if the group made further debt-funded acquisitions or implemented other aggressive financial policies. Credit metrics could also fall short of our expectations if Asteria fails to complete the acquisitions planned for 2025-2026 as they are due to be funded through the TLB that the company raised in August 2025. "Our forecast shows annual FOCF of EUR23 million-EUR30 million for 2025 and 2026. We expect FOCF generation to be supported by solid EBITDA generation of EUR83 million in 2025 and about EUR99 million in 2026 combined with low capital expenditure (capex) of about EUR22 million-EUR26 million a year. Maintenance capex is predicted to amount to EUR5 million-EUR6 million a year, while the company's working capital needs are modest at about EUR3 million a year. We project annual interest payments of about EUR26 million, annual tax payments of EUR12 million-EUR13 million, and no material integration costs related to acquisitions. "In line with our criteria, we do not net cash available from our debt calculations, given the group's financial sponsor ownership and weak business risk profile. We estimate that adjusted debt will be about EUR447 million by end-2025. Our estimate incorporates the EUR400 million TLB, EUR20 million of factoring utilization, around EUR20 million of on- and off-balance sheet leases, and around EUR7 million in other bank debt. We expect the RCF to be undrawn at the end of 2025. "The stable outlook indicates that we expect adjusted debt to EBITDA to be about 5.4x in 2025 and improve toward 4.6x in 2026, on the back of the full-year contribution from 2025's acquisitions. We forecast annual FOCF of EUR23 million-EUR30 million in 2025 and 2026." S&P could consider lowering the rating on Asteria and its subsidiaries if its credit metrics weakened such that: -- FOCF generation was sustainably weaker than expected; or -- EBITDA interest coverage sustainably declined below 2x. In S&P's view, credit metrics could be weakened if the company pursued a more-aggressive financial policy in terms of debt-funded acquisitions, investments, or shareholder returns. It could also occur if operating performance weakened due to a sharp decline in demand, loss of key contracts, or the unsuccessful integration of acquisitions. S&P views an upgrade as unlikely, given Asteria's appetite for debt-funded acquisitions. That said, it could raise the rating if: -- Adjusted debt to EBITDA declined toward 4x on a sustained basis and FOCF was robust; and -- Its financial sponsor committed to maintaining these credit metrics. =========== F R A N C E =========== DERICHEBOURG SA: S&P Downgrades LT ICR to 'BB', Outlook Stable -------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Derichebourg S.A. and its issue rating on its secured debt to 'BB' from 'BB+'; the recovery rating on the senior unsecured notes remains '3'. The stable outlook reflects S&P's assumption that stable EBITDA will allow the company to build headroom under its rating. Derichebourg will perform significantly below S&P's expectations in fiscal 2025. On Sept. 2, the company revised its EBITDA guidance to EUR300 million-EUR310 million, when its forecast was EUR350 million. The underperformance's key driver is weaker-than-expected conditions in the second half of the fiscal year, due to two main factors: -- U.S. tariffs: While the company does not export to the U.S., the tariffs, which were imposed in early April, impose a heavy burden on the steel makers in Europe--Derichebourg's customers--making them less competitive. -- High imports of Chinese semifinished products into the EU and Turkey have continued to depress demand for scrap. All in all, Derichebourg has faced significantly lower volumes and margins than expected in the second half of the year. S&P understands the European Commission is considering some anti-dumping measures against cheap Chinese steel imports. While positive, it is unlikely to solve to Derichebourg's operations as long as the European economy remains sluggish. Over the next few years, the group remains well placed to capture improving market conditions, thanks to its dense network of assets in Europe and well-established relationships with its clients. The absence of significant countermeasures will lead S&P Global Ratings-adjusted debt to EBITDA above 3x by fiscal year-end 2025 and minimal free operating cash flow (FOCF) after leases. This compares with our previous forecast of 2.7x. Despite the weaker-than-expected performance, Derichebourg is not cutting materially its capital expenditure (capex) or dividend. The policies of spending about 50% of recurring EBITDA and of distributing about 30% of previous-year net income still stand. Despite its stated financial policy targeting company-reported debt to EBITDA of about 1x, or about 1.5x after S&P Global Ratings' adjustments, Derichebourg is clearly displaying tolerance for higher leverage. S&P said, "Given annual lease payments of about EUR75 million per year, we forecast minimal FOCF after leases of up to EUR10 million in 2025 and 2026. Any further dip in EBITDA could result in the company burning cash and having to significantly increase its leverage to finance its growth capex program and dividend payments. In this scenario, pressure would build on the rating. We would expect the company to maintain EBITDA of at least EUR350 million-EUR400 million under normal conditions. "While our credit metrics don't factor the company's stake in Elior (about EUR300 million), we think the stake could be used as a source to reduce Derichebourg's debt burden if needed. "The stable outlook reflects our expectation that muted market demand will limit Derichebourg' s EBITDA to EUR300 million-EUR310 million in fiscal years 2025 and 2026, resulting in S&P Global Ratings adjusted leverage above 3x, compared to a range of 3x-4x that we view to commensurate with the rating. Given lease payments of about EUR75 million per year, we consider EUR300 million to be the minimal EBTDA for the company to sustain the current rating, to ensure breakeven FOCF after leases and the ability of the group to sustain its growth capex program. In our analysis, we assume no change in the company's stake in Elior. "We could take a negative rating action if adjusted EBITDA declines towards EUR250 million or if S&P Global Ratings-adjusted leverage increased above 4x sustainably. It could result from further weakening of the company's end markets and Derichebourg not taking adequate measures to protect cash flow. "Other triggers for a negative rating action include changes in the arm's length relationship between the company and Elior Group S.A., notably a change in the likelihood for supporting the latter's capital structure. In addition, we would view negatively divestment of the stake without using the proceeds to reduce debt." S&P doesn't see a positive rating action as likely in the coming 12 months. S&P could change its view if the company achieved: -- A sustained adjusted debt to EBITDA below 3x; -- A track record of flexing its capex and dividends to accommodate weaker market conditions; and -- Predictable annual contribution from Elior (assuming that Elior remained a core asset). POSEIDON BIDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its ratings on Poseidon BidCo S.A.S. (Ingenico) to 'CCC+' from 'B-'. The negative outlook reflects the company's weakened liquidity position thanks to a sustained negative cash flow, leading to an increasing risk of debt restructuring or default. That said, the company could, to a certain extent, ease the liquidity pressure if it could further defer the payment to Worldline, renegotiate and extending its covenant waiver, scale down its restructuring spending, or if revenue and EBITDA grow faster than S&P expects. After a 9% revenue decline in first-half 2025, we expect that Poseidon BidCo S.A.S.'s (Ingenico) free operating cash flow (FOCF) will remain negative in 2025 and 2026 because of weak revenue recovery, exacerbated by decreasing but sizable restructuring costs and deferred payment to Worldline S.A. This could further reduce the already tight covenant headroom and potentially lead to covenant breaches following the end of the covenant reset periods (June 2026) without any mitigating actions. Ingenico's liquidity sources are running low at about EUR100 million. The company had drawn a EUR180 million from the available EUR277.5 million revolving credit facility (RCF) at the end of June 2025. Given the cash balance of about EUR70 million and the liquidity covenant, requiring the company to maintain at least EUR70 million calculated as sum of cash on balance sheet and the undrawn amount of the RCF, the company's available liquidity sources are running low at about EUR100 million. At the same time, S&P forecasts the company's FOCF will remain negative and consume cash in 2025-2026. Together with the last deferred payment of EUR22.5 million due to Worldline in January 2026 and seasonal working capital requirement, we forecast the company's liquidity coverage will be very tight and could be in shortfall in the next 12 months without any mitigating actions and could potentially breach its covenant once the reset period ends in June 2026. The company's cash flow is under sustained pressure. S&P said, "We anticipate that the company's S&P Global Ratings-adjusted FOCF will remain negative in 2025 at EUR90 million, compared with about EUR70 million outflow in 2024. Further revenue decline at 9% in the first six months of 2025 and still significant restructuring costs to lower the cost base largely drives down the FOCF. We forecast revenue to decline by 6%-7% in 2025, materially weaker than our previous forecast of 6% growth in September 2024, undermined by the sharp decline of the company's Tetra product line powered by the company's inhouse operating system. Considering the Tetra product line still accounts for about 42% of the company's revenue in first-half 2025, still a much larger share compared with about 24% of the growing Android-based point of sale, we anticipate that the company's revenue recovery in 2026 will be slow. Against the company's much lower revenue base of about EUR900 million in 2024-2026, compared to about EUR1.4 billion in 2023, its operating costs only moderately decreased partly due to increasing research and development investment. Furthermore, U.S. tariffs that are in place will also weaken the company's operating margin, to a certain extent, given that the company mainly relies on the manufacturing sites based in Vietnam and Thailand, and we do not expect it will fully pass on the higher cost to its customers. As a result, we forecast the company's cash flow will remain negative in 2026." The negative outlook reflects the company's weakened liquidity position due to a sustained negative cash flow, leading to increased risk of debt restructuring or default. That said, the company could, to a certain extent, ease the liquidity pressure if it could, for example, extend the covenant waiver, or if the operating performance materially exceeds S&P's base case. S&P said, "We could lower the rating if Ingenico failed to shore up its liquidity and extend its covenant waiver in the coming months, or revenue fails to stabilize, leading to an increasing risk of liquidity shortfall or covenant breach in the next 12 months. "We could revise the outlook to stable if Ingenico's liquidity and covenant headroom improves materially, this could, for instance, be achieved if the company could further defer the payment to Worldline, renegotiate and extending its covenant waiver, scale down its restructuring spending, or if the company's revenue and EBITDA grow faster than we expect." ============= I R E L A N D ============= BECKETT PARK: S&P Assigns B- (sf) Rating to Class F Notes --------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Beckett Park CLO DAC's class A, B, C, D, E, and F notes. The issuer also issued unrated subordinated notes. The reinvestment period will be approximately 4.5 years, while the noncall period will end 1.5 years after closing. Under the transaction documents, the rated notes pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The 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 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 2,836.40 Default rate dispersion 408.94 Weighted-average life (years) 4.77 Obligor diversity measure 149.33 Industry diversity measure 20.95 Regional diversity measure 1.30 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 173 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.38 Target 'AAA' weighted-average recovery (%) 36.49 Target weighted-average spread (net of floors; %) 3.69 Target weighted-average coupon (%) N/A N/A--Not applicable. 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 senior secured bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "The transaction includes an amortizing reinvestment target par amount, which is a predetermined reduction in the value of the transaction's target par amount unrelated to the principal payments on the notes. This may allow for the principal proceeds to be characterized as interest proceeds when the collateral par exceeds this amount, subject to a limit, and affect the reinvestment criteria, among others. This feature allows some excess par to be released to equity during benign times, which may lead to a reduction in the amount of losses that the transaction can sustain during an economic downturn. Hence, in our cash flow analysis, we assumed a starting collateral size of less than target par (i.e., the EUR400 million target par minus the EUR5 million maximum reinvestment target par adjustment amount). "In our cash flow analysis, we also modelled the covenanted weighted-average spread of 3.60%, the covenanted weighted-average coupon of 4.00%, and the identified weighted-average recovery rates calculated in line with our CLO criteria for all rating levels (see "Related Criteria"). Unidentified assets made up 3.82% of the target portfolio at closing. 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. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote. The issuer is a special-purpose entity that meets our criteria for bankruptcy remoteness. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings assigned to the class A, D, and E notes are commensurate with the available credit enhancement. Our credit and cash flow analysis indicates that the available credit enhancement for the class B and C 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 to the notes. "For the class F 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 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 break-even default rate at the 'B-' rating level of 22.69% (for a portfolio with a weighted-average life of 4.77 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 4.77 years, which would result in a target default rate of 15.26%. -- 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. "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, we have also included the sensitivity of the ratings on the class A 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 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. For this transaction, the documents prohibit 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." Beckett Park CLO 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. Blackstone Ireland Ltd. manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.30% B AA (sf) 43.40 27.15 Three/six-month EURIBOR plus 1.90% C A (sf) 24.60 21.00 Three/six-month EURIBOR plus 2.20% D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 3.00% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.40% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.13% Sub notes NR 31.80 N/A N/A *The ratings assigned to the 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. FIDELITY GRAND 2025-1: Fitch Puts 'B-sf' Final Rating to F Notes ---------------------------------------------------------------- Fitch Ratings has assigned Fidelity Grand Harbour CLO 2025-1 DAC final ratings as detailed below. Entity/Debt Rating ----------- ------ Fidelity Grand Harbour CLO 2025-1 DAC Class A Loan LT AAAsf New Rating Class A Notes XS3121850674 LT AAAsf New Rating Class B-1 XS3121850914 LT AAsf New Rating Class B-2 XS3121851136 LT AAsf New Rating Class C XS3121851300 LT Asf New Rating Class D XS3121851649 LT BBB-sf New Rating Class E XS3121851995 LT BB-sf New Rating Class F XS3121852290 LT B-sf New Rating Subordinated Notes XS3121852456 LT NRsf New Rating Transaction Summary Fidelity Grand Harbour CLO 2025-1 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 have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Fidelity CLO Advisers LP. The collateralised loan obligation (CLO) has a 4.7-year reinvestment period, and a 7.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-weighted average rating factor (WARF) of the identified portfolio is 24.3. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate (WARR) of the identified portfolio is 62.1%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits for the portfolio, including a top 10 obligor concentration limit of 22.5% and a maximum exposure to the three largest Fitch-defined industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. The transaction includes four Fitch matrices. Two are effective at closing, corresponding to a WAL covenant of 7.5 years with fixed-rate limits of 7.5% and 15%. The other two matrices share the same limits except the WAL test, which is seven years, and can be selected by the manager from six months after closing (if WAL step-up does not happen) or from 18 months after closing if WAL step-up occurs, provided the aggregate collateral balance (including defaulted obligations at Fitch-calculated collateral value) is above the reinvestment target par. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by 12 months, on the step-up determination date, which can occur on or after 12 months after closing. The WAL extension is subject to conditions including satisfying the collateral-quality tests, portfolio profile tests, coverage tests and the aggregate collateral balance (including defaulted obligations at Fitch-calculated collateral value) being at least equal to the reinvestment target par balance. Portfolio Management (Neutral): The transaction has a 4.7-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 Fitch modelled is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' maximum limit, and a WAL covenant that consistently steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no rating impact on the class A notes or class A loan, lead to a downgrade of two notches each for the class B-1 and B-2 notes, one notch each for the class C, D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The rated notes each have a rating cushion against a downgrade of up to two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches each for the class A notes, class A loan, and class D notes, four notches each for the class B-1 and B-2 notes, two notches for the class C notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A reduction of the RDR by 25% of the mean RDR and an increase in the RRR by 25% at all rating levels of the Fitch-stressed portfolio would result in upgrades of up to three notches, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period, except for the 'AAAsf' notes, may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Fidelity Grand Harbour CLO 2025-1 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. ICG EURO 2025-1: Fitch Assigns 'B-sf' Final Rating to Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned ICG Euro CLO 2025-1 DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ ICG Euro CLO 2025-1 DAC Class A-1 XS3130162269 LT AAAsf New Rating Class A-2 XS3130162426 LT AAAsf New Rating Class B-1 XS3130162772 LT AAsf New Rating Class B-2 XS3130162939 LT AAsf New Rating Class C XS3130163150 LT Asf New Rating Class D XS3130163317 LT BBB-sf New Rating Class E XS3130163580 LT BB-sf New Rating Class F XS3130163747 LT B-sf New Rating Transaction Summary ICG Euro CLO 2025-1 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. Net proceeds from the note issuance have been used to fund a portfolio with a target size of EUR400 million. The portfolio manager is ICG Manager Limited. The CLO envisages a 4.5-year reinvestment period and a 7.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor of the identified portfolio is 24.4. Strong Recovery Expectation (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the identified portfolio is 62.7%. Diversified Asset Portfolio (Positive): The transaction includes four matrices, two of which became effective at closing. They correspond to a top 10 obligor concentration limit at 20%, two fixed-rate asset limits of 5% and 12.5%, and a 7.5 year WAL test. The other two matrices correspond to the same top 10 obligor limit and fixed-rate asset limits, with a seven-year WAL covenant. The forward matrices can be selected by the manager from six months after closing if WAL step-up does not happen or from 18 months after closing if WAL step-up occurs, provided that the aggregate collateral balance (including defaulted obligations at Fitch collateral value) is above the reinvestment target par balance. The transaction also has various portfolio concentration limits, including a maximum exposure to the three largest Fitch-defined industries at 42.5%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year, to 7.5 years, on the step-up date, which can be one year after closing at the earliest. The WAL step-up is at the discretion of the manager and subject to conditions including the Fitch collateral quality tests and the collateral principal amount being above the reinvestment target par, with defaulted assets at their collateral value. Portfolio Management (Neutral): The transaction has a 4.5-year reinvestment period and reinvestment criteria that are 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 Fitch-stressed portfolio analysis was reduced by 12 months. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing the coverage tests, the Fitch 'CCC' maximum limit after reinvestment and a WAL covenant that progressively steps down after the end of the reinvestment period. In Fitch's opinion, 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) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A1, A2 and E notes and would lead to downgrades of no more than one notch for the class B, C and D notes, and to below 'B-sf' for the class F notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B, C, D, E and F notes have rating cushions of two notches. The class A1 and A2 notes are already at the highest achievable of 'AAAsf' rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase in the mean RDR across all ratings and a 25% decrease in the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches for the class B and C notes, three notches for the class A2 and E notes, two notches for the class A1 and D notes and to below 'B-sf' for the class F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches for the notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY ICG Euro CLO 2025-1 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 ICG Euro CLO 2025-1 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. TORRES RESIDENTIAL: S&P Puts Prelim B- (sf) Rating to D-Dfrd Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary credit ratings to Torres Residential DAC's class A, B-Dfrd, C-Dfrd, and D-Dfrd notes. At closing, Torres Residential DAC will also issue unrated RFN and class Z, and X notes. S&P's preliminary ratings address the timely payment of interest and the ultimate payment of principal on the class A notes. Its preliminary ratings on the class B-Dfrd, C-Dfrd, and D-Dfrd notes address the ultimate payment of interest and principal on these notes, until they become the most senior class of notes outstanding, at which point the rating will address the timely payment of interest. Unpaid interest will not accrue additional interest and will be due at the notes' legal final maturity. Credit enhancement for the rated notes will comprise mainly subordination. A liquidity fund will be available as long as the class A notes are outstanding, providing liquidity support to cover senior expenses and advances under the real estate owned company (REOCO) loan facility. The pool for Torres Residential contains EUR693 million residential mortgage loans located in Spain. The loans were originated by Santander Consumer Finance, S.A. Torres Residential, the issuer of the RMBS notes, is an Irish special-purpose entity (SPE). The issuer will purchase fondo de titulizacion (FT) bonds issued by FT Cerezo, a Spanish SPE. The FT bonds are backed by mortgage certificates pledged in favor of the RMBS noteholders. While S&P has not finalized our analysis of the legal opinions, it expects to assign final ratings at closing, subject to a satisfactory review of the transaction documents and legal opinions. Additionally, Santander Consumer Finance S.A. will act as primary servicer on these assets and Intrum Servicing Spain, S.A.U. will act as special servicer for loans that become in arrears for more than 120 days. The application of S&P's structured finance sovereign risk criteria does not constrain the preliminary ratings. Preliminary ratings Class Prelim rating Prelim class size (%) A AAA (sf) 92.50 B-Dfrd* A+ (sf) 2.75 C-Dfrd* BB+ (sf) 1.25 D-Dfrd* B- (sf) 0.50 RFN NR 0.93 Z NR 1.00 Class X NR N/A *S&P's preliminary ratings on these classes consider the potential deferral of interest payments. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. =================== L U X E M B O U R G =================== ADECOAGRO SA: S&P Places 'BB' ICR on CreditWatch Negative --------------------------------------------------------- S&P Global Ratings placed all its ratings on Adecoagro S.A., including its 'BB' issuer credit and issue ratings, on CreditWatch with negative implications. S&P expects to resolve the CreditWatch placement, which could result in a multiple-notch downgrade, if and once the transaction is concluded, considering potential higher leverage, weaker operating performance in the sugar and crops businesses, and financial policy decisions' influence on liquidity. The CreditWatch placement follows the announcement of Adecoagro's intention to acquire Nutrien's stake in Profertil S.A., likely with new debt. On Sept. 8, 2025, Adecoagro S.A. announced it signed an agreement to acquire Nutrien's stake in the Argentine urea producer Profertil S.A. (not rated) through a joint venture with Asociacion de Cooperativas Argentinas (not rated) in a transaction valued at $600 million. The final capital structure for the acquisition is unknown, but S&P expects Adecoagro to finance its portion, estimated at $480 million, with new debt, which could raise net leverage near 3.5x by the end of 2025 and likely keep it above 2.5x in 2026. Profertil is the largest urea producer in South America, with average EBITDA of US$300 million per year. As disclosed, the transaction would be executed through an 80%/20% partnership between Adecoagro and Asociacion de Cooperativas Argentinas, one of the largest cooperatives in Argentina, with Adecoagro's final stake in Profertil to be 40%, valued at US$480 million. S&P believes the acquisition will expose Adecoagro directly to the production chain for urea, one of the main inputs for its farming business. This could benefit the company through some degree of verticalization, as well as through the direct inflow of dividends from the equity investment. However, because Adecoagro will probably finance the acquisition with new debt, net leverage could weaken to around 3.5x by the end of 2025, from 2.6x at the end of June. Nevertheless, the transaction is subject to customary closing conditions, which includes Argentine energy company YPF's 90-day right of first refusal to purchase Nutrien's equity on the same terms and conditions as the holder of the other 50% in Profertil. Management has committed to lowering leverage below 2.0x in the long term, but execution risks and weaker operational conditions could delay that. If the transaction is completed exclusively with new debt, S&P believes Adecoagro would take additional measures to reduce leverage after it peaks by the end of this year. Such measures could include the revision of its capital allocation strategy, including capex and shareholder distribution, as well as revisions to its cost structure. S&P said, "However, in this scenario, we think the company could not bring leverage below 2.5x before 2027, even considering the potential dividends from Profertil. The elevated leverage would pressure the ratings, along with weaker prices in the sugar and crop businesses, which have been weighing on the company's margins and cash generation even before the acquisition announcement. We forecast nominal EBITDA of US$415 million and EBITDA margin of 28.2% in 2025, compared with US$569 million and 37.5% in 2024. "We don't yet consider support from Adecoagro's new owner, Tether, or the potential negative influence of financial policy decisions. While the recent change in Adecoagro's ownership raised doubts about Tether's approach toward the company's acquisitions and growth strategy, we haven't changed our view of Adecoagro's financial policy, due to the new ownership's lack of track record. Still, a more aggressive approach could lead us to revisit our financial policy assessment and affect the ratings. On the other hand, we also don't consider any potential capitalization coming from Tether Investments, which could accelerate leverage reduction. "Higher exposure to Argentina (foreign currency CCC/Stable/C) could limit the ratings on Adecoagro. Currently, about 20% of the company's EBITDA is generated in the country, but this could rise to 30%-35% with the acquisition, considering Profertil's dividends' effect on Adecoagro's EBITDA. Therefore, if and once the transaction is completed, we would need to test Adecoagro's ability to withstand a hypothetical sovereign default scenario for Argentina. "We would also need to conduct our transfer and convertibility (T&C) test, where we assess the company's ability to comply with its obligations outside the country in a scenario of higher restrictions on transferring cash. Although the risk of the sovereign interfering with the ability of domestic entities to access, convert, and transfer money abroad has diminished, Argentina's economic conditions remain fragile, and Adecoagro's ability to maintain a comfortable liquidity cushion outside the country will potentially dictate its ratings trajectory. Currently, Argentina's T&C assessment is 'B-'. "The CreditWatch negative placement reflects our expectation that the announced acquisition could weigh on Adecoagro's leverage, considering that it will likely finance its portion with new debt, raising debt to EBITDA to around 3.5x by the end of 2025 from 2.6x at the end of June 2025. The action also reflects our view that the company may face execution risks in returning leverage to historical levels of 2.0x or below in the medium term, given weaker prospects in its sugar and farming businesses. If we expected debt to EBITDA to remain above 2.5x for a longer period, we could downgrade the company." The CreditWatch negative placement also reflects the possibility of a multiple-notch downgrade if the liquidity cushion outside Argentina were to tighten after the transaction, given it will materially increase Adecoagro's exposure to the country and to its T&C policies. ===================== N E T H E R L A N D S ===================== PETROBRAS GLOBAL: Fitch Rates New Sr. Unsecured Notes 'BB' ---------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to Petrobras Global Finance B.V.'s new issuance of senior unsecured notes due 2030 and 2036. The proceeds will be used for general corporate purposes. Petrobras' ratings and Outlook are linked to Brazil's sovereign ratings (BB/Stable) due to the company's strategic importance to the country and the government's strong ownership and control. Petrobras holds a dominant market share in Brazil's liquid fuel supply and maintains a large hydrocarbon production footprint in the country. These expose the company to government intervention, including pricing policies and investment strategies. Key Rating Drivers Sovereign Linkage: Petrobras' ratings are linked to Brazil's sovereign ratings due to the government's influence over its strategies and investments. This linkage remains despite material improvements in the company's capital structure and actions to limit government intervention. By law, the federal government must hold a majority of Petrobras' voting stock and currently controls 50.3% of the voting rights, both directly and indirectly. The government has a 37.1% overall economic stake. Strong Operational Performance: Petrobras' 'bbb' Standalone Credit Profile (SCP) reflects its operational scale and proved reserves, both comparable with investment-grade international oil companies. Fitch forecasts Petrobras' production will reach 3.0 mmboed by 2026 compared with 2.9 mm boed in 6M25, and will maintain its 1P reserve life of nearly 11 years. Petrobras' exploration efforts have been successful, and the delivery of several Floating Production, Storage, and Offloading vessels (FPSOs) positions the company to increase gross production by nearly 500,000 boed over the 2025-2027 period. Strong Cash Flow Generation: Fitch expects Petrobras to continue reporting positive FCF before dividends over the rating horizon, while investing enough to replenish reserves, which will further support its SCP. Petrobras is the lowest cost producer in the region. In 2024, Fitch estimates its half-cycle cost was USD14/bbl and full-cycle cost of production was USD31/bbl. The company's low production cost led to strong cash flow generation in 2024, when it generated USD41.8 billion in EBITDA and USD27.9 billion in FFO. The company's cash flow comfortably covers capex as stated in current strategic plans. Robust Financial Metrics: The company's consistent cash flow generation and controlled cost structure translate into strong EBITDA and low leverage. Fitch expects debt to EBITDA to remain below 1.0x (0.9x in Jun/25), even as oil prices trend towards mid-cycle level of USD60/boe, consistent with investment grade categories. Healthy credit metrics also support strong access to financial markets and the company's financial flexibility. Peer Analysis Petrobras' sovereign linkage is similar to peers like Petroleos Mexicanos (PEMEX; BB/Stable), Ecopetrol S.A. (BB+/Negative) and YPF S.A. (CCC+). It also compares with Empresa Nacional del Petroleo (ENAP; A-/Stable) and Petroleos del Peru - Petroperu (CCC+). These companies have strong linkages to their respective sovereigns given their strategic importance and the potentially significant sociopolitical and financial implications a default could have for their countries. Petrobras' SCP is commensurate with a 'bbb' rating, which is materially higher than PEMEX's 'ccc', due to Petrobras' stronger financial profile. Petrobras has reported and is expected to continue reporting production growth and positive FCF before dividends. In contrast, PEMEX's production has declined in recent years and requires material capex to sustain the production stabilization trend reported since 2019. These production trajectories further support the notching differential between the two companies' SCPs. Petrobras' SCP is in line with that of Ecopetrol at 'bbb-' given both companies' strong credit metrics and deleveraging trajectories. Key Assumptions - Gross production of 2.7 million mmboed in 2025 and around 3.0 mmboed as of 2026; - Lifting cost average of $6.0 bbl over the next four years; - Brent crude per Fitch price deckof USD65/bbl over 2025-2027 and USD60/bbl over 2028-2029; - Average FX rate trends toward BRL5.80/USD; - Dividends totalling USD45 billion from 2025 to 2029; - No further proceeds of asset sales considered over the rated horizon. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A negative rating action on Petrobras could result from a downgrade of the sovereign and/or the perception of a lower linkage between Petrobras and the government coupled with a material deterioration of Petrobras' SCP; - An increase of gross leverage to 3.5x or above may result in a downgrade of the SCP. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive rating action on the Brazilian sovereign could lead to a positive rating action on Petrobras. Liquidity and Debt Structure Petrobras' liquidity is robust and provides added support during periods of volatility in hydrocarbon prices. The new proposed notes, due 2030 and 2036, will further strengthen Petrobras' liquidity and is crucial to funding increasing capex. Fitch believes the proceeds will mostly finance investments. In June 2025, Petrobras held USD9.5 billion in cash and marketable securities, enough to cover all debt maturities through 2029 (excluding leases). The company also had USD8.4 billion of revolving facilities available. The majority of Petrobras' available liquidity is held abroad. Petrobras continues to demonstrate a strong ability to access domestic and international capital markets. Petrobras has a comfortable debt maturity profile, with 64% due after 2029. Issuer Profile Petrobras is a government-related entity and one of the world's largest integrated oil and gas companies, operating primarily in Brazil where it is the dominant participant and the largest liquid fuels supplier. Date of Relevant Committee 02-Apr-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 Petroleo Brasileiro S.A. (Petrobras) has an ESG Relevance Score of '4' for GHG Emissions & Air Quality due to the growing importance of the continued development and execution of the company's energy-transition strategy, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Petroleo Brasileiro S.A. (Petrobras) has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to the potential impact of social pressures on pricing policy in the future, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Petroleo Brasileiro S.A. (Petrobras) has an ESG Relevance Score of '4' for Governance Structure due to its nature as a majority government-owned entity and the inherent governance risk that arises with a dominant state shareholder, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ Petrobras Global Finance BV (PGF) senior unsecured LT BB New Rating ============= R O M A N I A ============= MAS PLC: Fitch Keeps 'BB-' Long-Term IDR on Watch Negative ---------------------------------------------------------- Fitch Ratings has maintained MAS PLC's 'BB-' Long-Term Issuer Default Rating (IDR) and 'B+' senior unsecured rating on Rating Watch Negative (RWN). The Recovery Rating remains 'RR5'. The RWNs reflect MAS's liquidity challenges ahead of its EUR173 million unsecured bond maturing in May 2026. In August 2025, PKM Development Ltd (DJV), 40% owned by MAS and 60% owned by Prime Kapital (PK), through PK Investments Limited (PKI), submitted a voluntary bid offer to acquire additional shares in MAS. As a result of this, DJV and other PK-related entities increased their collective stake in MAS from about 35% to 49.4%. This did not immediately trigger bonds' change of control clauses. DJV raised cash that might support its stated intention to pay preference share accrued coupons to MAS and funds to PK. Together with MAS's accumulated cash, its ongoing disposal and liquidity plans, and a potential dividend, Fitch believes management has the financial resources to prioritise prepayment of the May 2026 bond. Fitch expects to resolve the RWNs by end-October 2025 when liquidity to pay the May 2026 debt maturity is clearly committed. Key Rating Drivers Liquidity Challenges: Fitch believes MAS has sufficient liquidity ahead of its EUR173 million May 2026 bond maturity. It had EUR169 million of readily available cash at end-June 2025 (FYE25) and is negotiating new banking loans and a revolving credit facility (RCF) extension totalling EUR65 million. Excluding debt being negotiated and including other commitments like the remaining EUR30 million committed RCF from MAS to DJV, debt amortisations and capex, the Fitch-calculated liquidity gap in FY26 is around EUR95 million. The negotiated debt and Fitch-forecast funds from operations (FFO) cover this. MAS also has other options, including asset disposals, like Flensburg Galerie and Nova Park held for sale, or incur additional secured debt. As part of the PKI voluntary bid, PKI stated that DJV intends to pay MAS, accrued coupons on its outstanding preference shares in DJV in cash. This could strengthen MAS's liquidity, if they are paid. PKI Voluntary Bid: DJV previously held (through PKI) a 22% stake in MAS (and 35% together with other PK-related parties) and approached MAS shareholders to acquire additional shares through a voluntary bid offer. MAS shares could be traded for a combination of cash consideration and/or listed preferred shares in PKI. The cash consideration of EUR115 million was financed by DJV raising cash on new secured debt. After the voluntary bid, PK-related parties deemed to be acting in concert increased their equity stakes to 49.4%, an effective control. Fitch understands PK-related entities are not incentivised to collectively increase their stake above 50% as this may trigger a mandatory offer for the rest of MAS's shares and the change of control clause contained in the May 2026 and April 2029 bonds. These would require additional significant cash outlays for the group. PSL Criteria: Given DJV's, together with other PK-related parties deemed to be acting in concert, effective control of MAS, Fitch applied its Parent-Subsidiary Linkage (PSL) Criteria considering DJV as a Stronger Parent. MAS's 'BB-' rating is the same as DJV's consolidated profile, which is notched down for its high ESG Relevance Score for Governance Structure. Fitch assesses DJV's legal incentive to support MAS as 'low', strategic incentive as 'medium', and the operational incentive as 'medium', reflecting MAS's management of DJV's assets. DJV Distributions Support MAS's Liquidity: As part of the PKI voluntary bid, PKI said that DJV intends to pay suspended coupons on MAS's preference shares in DJV up to the amount accrued (FYE25: EUR76 million) and an outstanding development margin to PK (EUR42.6 million). This would be financed with DJV's remaining cash and would support MAS's liquidity ahead of its May 2026 bond maturity. PKI linked it to supporting MAS to reinstate its dividend. The MAS board has yet to decide this, balanced with other liquidity requirements. Limited Cash Flow from DJV: MAS is entitled to receive DJV's common stock dividends and a 7.5% coupon on its outstanding preference shares (at end-FYE25: EUR546 million including accrued coupons) in DJV. In the last two years, MAS has received only EUR7 million of cash coupons as DJV's distributions are subject to a liquidity test, including planned capex. If the test was not met, the preference shares coupons were accrued but not paid. DJV Commercial Assets and Developments: At FYE25, DJV's income-producing retail property had a gross asset value (GAV) of EUR574 million (mainly retail) and generated EUR37 million in forward-looking, passing annual net rental income. In April 2025, the extension and redevelopment of Mall Moldova was completed, yielding EUR18 million of annual net rent. The occupancy of DJV's portfolio was 89% (retail only: 96%). Pro forma including new debt on Arges Mall and Mall Moldova, the loan-to-value (LTV) increased to 41%. Robust FY25 Operational Results: In FY25 MAS's retail assets benefited from consumption growth in its markets. The portfolio recorded 6.6% like-for-like (lfl) growth in passing net rent, aided by 10.4% rent reversion and 2.8% inflation-linked indexation. Lfl footfall increased 3.3% and lfl tenants' sales per square metre were up 6.9%. Occupancy was high at 98%, helped by a stable occupancy cost ratio of 10.8%. The performance of DJV's retail assets, managed by the MAS team, was also robust. Moderate Leverage: MAS had moderate net debt/EBITDA of 6.0x in FY25 in comparison with Fitch's previous forecast of 6.6x. Fitch expects net debt/EBITDA to remain at about 6.3x until FY28. EBITDA interest coverage was 2.2x in FYE25 and Fitch expects it to increase to 3.2x by FY28. Fitch has included only preference shares' cash income and dividends from DJV in the Fitch-adjusted EBITDA calculations (none in its forecast years). Governance Structure Limitations: MAS has a high ESG Relevance Score for Governance Structure due to the potential for conflicts of interest and ownership concentration. MAS disclosed that after the PKI voluntary bid offer, DJV indirectly and together with other PK-related shareholders deemed to be acting in concert own 49.4% of MAS. It remains highly unusual that DJV's past investments in MAS's shares were funded from DJV's internal resources and MAS's funding of DJV's preference shares. MAS's majority-independent board has yet to decide on the priorities of reinstating a cash dividend for shareholders versus committing liquidity to meet near-term debt maturities. This governance structure has a negative impact on the credit profile, and is highly relevant, resulting in lower ratings. Peer Analysis MAS's fully owned EUR1 billion retail portfolio is similar in size to that of Akropolis Group, UAB (BB+/Stable) which owns and operates five retail assets in Lithuania (A/Stable) and Latvia (A-/Stable). Akropolis has higher asset and geographic concentration than MAS, but the latter's portfolio is predominantly in Romania (BBB-/Negative), which is a weaker operating environment than Lithuania and Latvia. The portfolios of NEPI Rockcastle N.V. (BBB+/Stable), valued at EUR7.6 billion; Globalworth Real Estate Investments Limited (BBB-/Stable), valued at EUR2.5 billion; and Globe Trade Centre S.A. (GTC; B/RWN) valued at EUR2.4 billion (pro-forma for a German residential portfolio acquisition), are bigger and more diversified. However, only GTC is diversified between retail, offices and residential for rent. MAS differs from other rated EMEA real estate companies in its complex corporate structure, where new properties are exclusively developed and held through the PK-controlled DJV but financed with MAS-committed preferred equity. Peers typically directly develop and own their assets or through jointly controlled JV structures. MAS's forecast net debt/EBITDA at around 6.3x is higher than Akropolis's net debt/EBITDA of below 4.0x until 2028. NEPI's net debt/EBITDA is forecast at below 6.0x. MAS's financial profile is affected by its liquidity challenges ahead of its May 2026 debt maturities. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Fitch analyses MAS's financial profile on a standalone basis. Only dividends and cash-paid preference share coupons received from DJV (generated from recurring, rental-derived, post-interest expense profits) are included in Fitch-adjusted EBITDA and are assumed at zero in the forecast period - Lfl net rental income growth of 3% in FY26 and around 2% thereafter due to indexation and rent increases on renewals - No MAS dividend during FY26, as Fitch does not assume the intended accrued coupon payments from DJV. MAS dividend at 90% of FFO in FY27 and thereafter - No acquisitions, except EUR15 million for two small extensions purchased from DJV, subject to the already exercised put option available to DJV - Remaining commitments to DJV at FYE25 of EUR30 million RCF assumed to be paid in FY26 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - By end-October 2025, insufficient committed liquidity to pay the EUR173 million May 2026 bond maturity - A 12-month liquidity score below 1x on a sustained basis - Material deterioration in operating metrics, such as occupancy below 90% - Net debt/EBITDA (including cash-paid preference share coupons) exceeding 8.5x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successfully refinancing, or securing sufficient liquidity to refinance, its May 2026 bond Liquidity and Debt Structure At FYE25, MAS had EUR169 million of cash, including EUR48 million in units of BlackRock ICS Euro Government Liquidity Fund Core, a money market fund. MAS has access to a EUR20 million undrawn RCF (negotiations to extend in progress) and is negotiating a EUR45 million loan to refinance debt secured on DN1 Value Centre with a top-up. These amounts, together with Fitch-expected funds from operations, cover the EUR173 million bond maturing in May 2026 and the next 12 months of debt amortisation and maturities of EUR36 million and commitments of EUR45 million towards DJV (including satisfying the put option on the two remaining EUR15 million assets' extensions exercised by DJV). MAS maintains other options to support its liquidity, including additional secured debt and asset disposals, if required. As part of the PKI voluntary bid, PKI said that DJV intends to pay MAS coupons from the preference shares invested in DJV up to the accrued EUR76 million. PKI has linked this release of cash from DJV with "supporting" MAS to reinstate its dividend. MAS's board has yet to decide the dividend, balancing it with other liquidity requirements. Issuer Profile MAS is a real estate company that owns and operates a portfolio of retail assets, mainly in Romania, but also Bulgaria and Poland. The shopping centres are largely in secondary locations weighted towards convenience-led stores. 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 MAS PLC has an ESG Relevance Score of '5' for Governance Structure due to the potential for conflicts of interest and ownership concentration. MAS disclosed that after the PKI voluntary bid offer, DJV indirectly and together with other PK-related shareholders deemed to be acting in concert own 49.4% of MAS. It remains highly unusual that DJV's past investments in MAS's shares were funded from DJV's internal resources and MAS's funding of DJV's preference shares. MAS's majority-independent board has yet to decide on the priorities of reinstating a cash dividend for shareholders against committing liquidity to meet near-term debt maturities. This governance structure has a negative impact on the credit profile, and is highly relevant, resulting in lower ratings. MAS PLC has an ESG Relevance Score of '4' for Group Structure due to the group's complexity, which includes disclosed related-party transactions (including preference shares, a previous property disposal transaction to MAS) and cross holdings (such as the unusual circumstance of DJV owning shares in MAS). This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- MAS PLC LT IDR BB- Rating Watch Maintained BB- senior unsecured LT B+ Rating Watch Maintained RR5 B+ MAS Securities B.V. senior unsecured LT B+ Rating Watch Maintained RR5 B+ =========================== U N I T E D K I N G D O M =========================== AETHEL CARE HOMES: Grant Thornton Named as Joint Administrators --------------------------------------------------------------- Aethel Care Homes Ltd was placed into administration proceedings in the High Court of Justice, Business & Property Courts, Insolvency & Companies List Chd, No 005646 of 2025, and Oliver Haunch, Philip Stephenson and Daniel R W Smithof Grant Thornton UK Advisory & Tax LLP, were appointed as administrators on Aug. 15, 2025. Aethel Care Homes operated residential nursing care facilities. Its registered office is at c/o Grant Thornton UK Advisory & Tax LLP, 11th Floor, Landmark St Peter's Square, 1 Oxford St, Manchester, M1 4PB. Its principal trading address is at 42 Berkeley Square, Mayfair, London, W1J 5AW. The joint administrators can be reached at: Oliver Haunch Grant Thornton UK Advisory & Tax LLP 8 Finsbury Circus, London EC2M 7EA Telephone: 020 7184 4300 -- and -- Philip Stephenson Grant Thornton UK Advisory & Tax LLP 11th Floor, Landmark St Peter's Square 1 Oxford St, Manchester, M1 4PB Telephone: 0161 953 6900 -- and -- Daniel R W Smith Grant Thornton UK Advisory & Tax LLP 8 Finsbury Circus, London, EC2M 7EA Telephone: 020 7184 4300 For further information, contact: CMU Support Grant Thornton UK Advisory & Tax LLP 8 Finsbury Circus, London EC2M 7EA Tel No: 0161 953 6906 Email: cmusupport@uk.gt.com BARKLEY PLASTICS: Begbies Traynor Appointed as Joint Administrators ------------------------------------------------------------------- Barkley Plastics Limited fell into administration last month, with Mark Malone and Gareth Prince of Begbies Traynor appointed as joint administrators, says Business Sale Report. Business Sale relates that the company fell into administration following a failed attempt to find a buyer and administrators are now overseeing a controlled closure of the business while undertaking a sale process for its assets, including plant and machinery. Barkley Plastics Limited is a Birmingham-based plastic moulding firm. In accounts for the year to August 31, 2024, the company's fixed assets were valued at slightly over GBP368,000 and current assets at GBP1.7 million, with net assets amounting to around GBP990,000. FEVERSHAM ARMS: Hotel and Spa Acquired Out of Administration ------------------------------------------------------------ The Feversham Arms Hotel & Verbena Spa has been acquired out of administration, according to Business Sale Report. The business entered administration in March 2025, with joint administrators Oliver Collinge and James Sleight of PKF Littlejohn Advisory engaging the specialist Hotels team at Colliers to market the site for sale for GBP3.25 million. According to Robert Smithson from Colliers' Hotels Agency team, the administration was a result of over leverage, rather than a lack of profitability, with the business described as having a strong trading history and continuing to trade well prior to the administration, the report relates. The joint administrators and Colliers' Robert Smithson have now secured a sale of the trade and assets of the business to a new company The Feversham Arms (2025) Limited, which is owned by hotel, spa and inn operator Rockliffe Hall Limited, notes the report. The new owners have said they see ongoing potential for the Feversham Arms Hotel & Verbena Spa, citing the appeal that Helmsley and its surrounding areas hold for UK and international travelers, the report relays. Post-transaction, the hotel will continue to operate in its current format, with all employees to be transferred under TUPE regulations, it adds. Business Sale further relates that joint administrator Oliver Collinge said: "We are delighted to have completed this sale to Rockliffe. We would like to extend our thanks to the staff at the hotel; they have made a huge contribution to ensuring a successful outcome by maintaining the high levels of service that the hotel's guests expect, despite the challenges and uncertainty that administration brings." "We would also like to thank Rockliffe for a smooth transaction -- we are sure the hotel will go from strength to strength under their ownership." The Feversham Arms Hotel & Verbena Spa is a luxury hotel and spa located in North Yorkshire. The 33-bedroom boutique hotel and spa is situated in the market town of Helmsley. FOLIO LIFE: CG & Co Named as Joint Administrators ------------------------------------------------- Folio Life Wadesmill Limited was placed into administration proceedings in the High Court of Justice, Property Courts of England and Wales Court Number: CR2025005880 and Edward M Avery-Gee and Nick Brierley of CG&Co, were appointed as joint administrators on Aug. 27, 2025. Folio Life Wadesmill, fka Brown Dog Developments (Ramsden Heath) Limited, specialized in the development of building projects. Its registered office is at CG & Co, 27 Byrom Street, Manchester, M3 4PF. Its principal trading address is at The White Horse, High Road, High Cross, Hertfordshire, SG11 1AA. The joint administrators can be reached at: Edward M Avery-Gee Nick Brierley CG & Co 27 Byrom Street Manchester, M3 4PF For further details, contact: Heather Thomson Tel No: 0161 358 0210 Email: Heather.Thomson@cg-recovery.com G & J LOGISTICS: FTS Recovery Named as Joint Administrators ----------------------------------------------------------- G & J Logistics Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-5576, and Alan Coleman and Marco Piacquadio of FTS Recovery Limited were appointed as joint administrators on Aug. 21, 2025. G & J Logistics is a manufacturer of other fabricated metal products. Its registered office is at Unit 1, City Course Trading Estate, Whitworth Street, Manchester, M11 2DW. Its principal trading address is at Unit 5 & 5b, Moss Lane Industrial Estate, Oldham, OL2 6HR. The administrators can be reached at: Alan Coleman FTS Recovery Limited Suite 1A, 40 King Street Manchester, Greater Manchester M2 6BA -- and -- Marco Piacquadio FTS Recovery Limited Ground Floor, Baird House Seebeck Place, Knowlhill Milton Keynes, MK5 8FR For further details, contact: The Joint Administrators Tel No: 01908 754 666 Email: Nayem.noor@ftsrecovery.co.uk Alternative contact: Nayem Noor HE SIMM: Collapses Due to Liquidity Crunch ------------------------------------------ HE Simm & Son Limited, a Liverpool-based engineering services firm established more than 70 years ago, has fallen into administration, says Business Sale Report. The collapse of the family-owned company was due to cashflow challenges resulting from challenging market conditions. The report says in the year to December 31, 2024, the company reportedly generated revenues of GBP110 million, but was facing significant financial difficulties. In the 17 months to December 31, 2023, the company reported turnover of GBP118.2 million, compared to GBP54.1 million in the year to July 31, 2022, but plummeted from a post-tax profit of around GBP715,000 to a loss of nearly GBP9 million. The company subsequently fell into administration, with Patrick Lannagan, Adam Harris and Richard Hough of Forvis Mazars appointed as joint administrators on September 8 2025, Business sale relates. HE Simm & Son Chief Executive Gareth Simm said that "recent circumstances have placed enormous pressure on the business that we have been unable to withstand", including the failure of a key client, several project losses, delays to major schemes and "increasingly commercially challenging client behaviors and losses on London projects," relays Business Sale. He continued: "As shareholders, and a family, we have fought very hard, and invested heavily over the last two years in an attempt to avoid today's outcome, but in the end the harsh reality of the construction industry, the tight margins we operate at and the pressures as described, left us with no choice but to appoint administrators." The report further notes that Joint administrator and Forvis Mazars' Director - Corporate Restructuring Richard Hough added: "The company has encountered cash flow challenges, resulting predominantly from challenging market conditions. After careful consideration of the financial position, the directors of the Company reached the difficult decision to place the company into administration." "Regrettably, following a review of the financial circumstances of the company the administrators have made the difficult decision to make all employees of the company redundant with immediate effect. The administrators are seeking contact from parties who may have an interest in acquiring the assets of the company, including existing customer contracts." HE Simm & Son was founded in 1948, establishing itself as one of the UK's leading family-owned engineering services. The company, which provided mechanical, electrical and plumbing (MEP) solutions to the built environment, had worked on a number of blue-chip projects across the UK. HE Simm was based at Liverpool's Spinnaker House and also had offices in Manchester and London. Earlier this year, the group sold its HESIS subsidiary, a national provider of comprehensive, integrated fire and security solutions and hard FM services, to andwis Group for an undisclosed sum. In its 2023 accounts, the company's fixed assets were valued at around GBP347,000 and current assets at GBP29.2 million, while total equity amounted to GBP1.3 million. JOHN GILLMAN: In Administration; Looks for Buyer ------------------------------------------------ John Gillman & Sons (Electrical) Limited fell into administration last month, with Michael Denny and Michael Magnay of Alvarez & Marsal appointed as joint administrators, relates Business Sale Report. The administration was attributed to sustained losses at the long-running company, which led to a funding requirement that it was unable to meet, the report relays. Administrators are now exploring options for the business, including engaging with potential buyers with a view to securing a full or partial sale. The report states that in accounts for the year to December 31 2023, the company reported turnover from continuing operations of around GBP49 million, down from approximately GBP57.8 million a year earlier, while cutting its post-tax losses from GBP3.6 million to GBP1.8 million. At the time, its fixed assets were valued at around GBP227,000 and current assets at GBP24.5 million, with net assets amounting to GBP9.3 million. Trading as Domestic Appliance Distributors (D.A.D), John Gillman & Sons (Electrical) Limited was a Tewkesbury-based electricals distributor. M REALISATIONS: Interpath Advisory Named as Joint Administrators ---------------------------------------------------------------- M Realisations 2025 Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD) No CR-2025-005739, and James Ronald Alexander Lumb and Howard Smith of Interpath Advisory, were appointed as joint administrators on Aug. 21, 2025. M Realisations 2025, fka Mathewson Limited, specialized in plumbing, heating and air-conditioning. Its registered office and principal trading address at 8 Bede House, Tower Road, Glover Industrial Estate, Washington, NE37 2SH. The administrators can be reached at: James Ronald Alexander Lumb Interpath Advisory 60 Grey Street, Newcastle NE1 6AH -- and -- Howard Smith Interpath Advisory 4th Floor, Tailors Corner Thirsk Row, Leeds, LS1 4DP For further details contact: Becca Sargeant E-mail: Mathewson@interpath.com MBF CARE: Richard J Smith & Co Named as Joint Administrators ------------------------------------------------------------ MBF Care Ltd., fka MICHAEL BATT FOUNDATION, was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Bristol, Insolvency and Companies List (ChD) Court Number: CR-2025-BRS-000092, and Samuel Adam Bailey and Jonathan David Trembath of Richard J Smith & Co were appointed as joint administrators on Aug. 21, 2025. Trading as MBF Care, MBF Care Ltd specialized in residential care activities for the elderly and disabled. Its registered office is at Richard J Smith & Co, 53 Fore Street, Ivybridge, Devon, PL21 9AE. Its principal trading address is at 3 The Crescent, Plymouth, PL1 3AB. The joint administrators can be reached at: Samuel Adam Bailey Jonathan David Trembath Richard J Smith & Co 53 Fore Street, Ivybridge Devon, PL21 9AE Further details contact: Roxana Vrabie Tel No: 01752 690101 Email: roxana.vrabie@richardjsmith.com SOS WHOLESALE: Enters Administration; Seeks Buyer ------------------------------------------------- Administrators are targeting a sale of the business and assets of Derby-based wholesaler SOS Wholesale Limited following its collapse, relates Business Sale Report. SOS Wholesale Limited supplied consumer goods to convenience, discount, independent, major multiple and garden center retailers. In the year to October 31, 2024, the company reported turnover of GBP42.7 million, down from GBP49.5 million a year earlier, but post-tax profits increased from GBP7.9 million to approximately GBP8.7 million, says the report. However, the company had been impacted by rising input costs and changing consumer spending habits over recent months, putting its cashflow and profitability under pressure and resulting in the business being unable to meet its financial obligations as they fell due, Business Sale relays. In the face of this situation, the directors took the decision to place the company into administration, with Interpath Advisory's Rick Harrison and Howard Smith appointed as joint administrators on September 8, 2025, says the report. Upon their appointment, the majority of the company's 100 staff have been made redundant, with the senior leadership, sales and telesales teams joining The Soft Drinks Company after SOS Wholesale filed a notice of intention to appoint administrators on September 8, notes the report. The business has now ceased trading, with a small number of staff retained to assist the joint administrators, who are exploring options including a potential sale process for the company's business and assets, the report says. According to Business Sale, Interpath Advisory Managing Director and joint administrator Rick Harrison commented: "The retail sector is currently facing a number of challenges with this being felt up and down the supply chain. While SOS Wholesale had established itself as one of the largest wholesalers in the market, the challenges it faced and the impact on its finances proved insurmountable." "Regrettably, the business was not in a position to continue trading and the majority of staff have been made redundant. We urgently call on any interested parties to come forward as we explore options for a possible sale of the business and its assets." SOS Wholesale Limited was founded in 1996 and had expanded to become one of the UK's largest wholesalers. It supplied a wide range of branded products, including groceries, toiletries and household goods from a warehouse and distribution center in Derby, supported by a Barnsley-based sales team. In its most recent accounts, the company's fixed assets were valued at GBP380,500 and current assets at around GBP20.5 million, with net assets amounting to GBP9.4 million. TOGETHER ASSET 14 2025-1ST1: S&P Assigns B-(sf) Rating to X1 Notes ------------------------------------------------------------------ S&P Global Ratings assigned preliminary credit ratings to Together Asset Backed Securitisation 14 2025-1ST1 PLC's class A notes and interest deferrable class B-Dfrd to X2-Dfrd notes. At closing the issuer will also issue unrated residual certificates. The transaction securitizes a provisional portfolio of GBP370.25 million first-lien owner-occupied and buy-to-let mortgage loans secured on properties in the U.K. originated by Together Personal Finance Ltd. and Together Commercial Finance Ltd. Together Personal Finance Ltd. and Together Commercial Finance Ltd. are wholly owned subsidiaries of Together Financial Services Ltd. (Together). Product switches and loan substitution are permitted under the transaction documents before the first optional redemption date. Together Personal Finance Ltd. and Together Commercial Finance Ltd. originated the loans in the pool between 2015 and 2022. The weighted-average original loan-to-value ratio is 59.30%. This is significantly lower than the average for a typical U.K. RMBS transaction. Given the significant positive equity in the properties, the likelihood of default is relatively low and S&P would expect lower loss severities if the borrower defaults. S&P considers the collateral to be nonconforming based on the prevalence of loans to borrowers with adverse credit history, such as prior county court judgments, bankruptcy, and mortgage arrears. 2.2% of the pool are in arrears, all within the 30-60-days bucket. Liquidity support for the class A and B-Dfrd notes is in the form of an amortizing liquidity reserve fund and liquidity facility. Principal can also be used to cure interest shortfalls if the relevant class of notes is the most senior outstanding. There are no rating constraints on the transaction under its counterparty, operational risk, or structured finance sovereign risk criteria. S&P considers the issuer to be bankruptcy remote. Preliminary ratings Class Prelim. rating* Prelim. class size (%) A AAA (sf) 90.00 B-Dfrd AA+ (sf) 5.00 C-Dfrd A+ (sf) 2.75 D-Dfrd BBB (sf) 1.50 E-Dfrd BB+ (sf) 0.75 X1-Dfrd B- (sf) 5.00 X2-Dfrd CCC (sf) 4.00 Residual certs NR N/A NR--Not rated. N/A--Not applicable. VICTORIA PLC: Fitch Ups Long-Term IDR to 'CCC' ---------------------------------------------- Fitch Ratings has downgraded Victoria PLC's Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted Default) from 'CCC-' and senior secured notes (SSNs) to 'CC' with a Recovery Rating of 'RR3' from 'CCC/'RR3' and removed them from Rating Watch Negative. The downgrades follow what Fitch views as a distressed debt exchange (DDE), which resulted in a material reduction in terms and allowed Victoria to avoid an eventual probable default. Subsequently, Fitch has upgraded the IDR to 'CCC', assigned the new first priority notes (FPNs) a 'CCC+'/'RR3' rating and affirmed the remaining SSNs at 'CC'/'RR6'. The ratings reflect Victoria's high leverage, driven by increased debt following the transaction, and ongoing operational underperformance. Fitch expects only a modest recovery in demand from the first half of the financial year ending March 2027 (FY27) onwards, with low single-digit revenue growth. This will likely result in lower EBITDA and a prolonged deleveraging trajectory, particularly given the SSNs maturity in March 2028. Key Rating Drivers DDE Drives Downgrade: Fitch classifies Victoria's exchange offer as a DDE, as the amendments to terms resulted in a material reduction from the original conditions, primarily through the loss of seniority for certain bondholders, removal of covenants, and extension of debt maturities. Victoria secured consent from over 90% of bondholders, exceeding the required threshold and thereby averting a probable default. The downgrade of the IDR to 'RD' upon completion of the DDE was consistent with Fitch's criteria. Refinancing Requirement: Victoria's new capital structure provides maturity extensions, notably for the 2026 notes and revolving credit facility (RCF) offering a much needed cushion for its liquidity and cash flow recovery. However, a springing maturity clause in the FPNs requires refinancing of GBP143 million of 2028 SSNs by December 2027. Fitch expects operational performance to improve materially from FY27 onwards, but any further delay in recovery could constrain Victoria's refinancing ability and lead to further debt restructuring. High Leverage: Fitch forecasts EBITDA gross leverage to remain high at 9.6x at FYE26, driven by higher gross debt and subdued EBITDA. The rating case assumes a payment-in-kind (PIK) interest option, with only 1% cash interest paid over the next 12 months out of the total 9.875% coupon and 'early-bird' premium, further increasing gross debt. Fitch expects leverage to stay high and in line with the 'CCC' rating category in the short to medium term, improving to below 7.0x only from FY28 onwards Constrained EBITDA Generation: Fitch forecasts Victoria's EBITDA margin will improve to 8.2% in FY26, down from its previous estimate of 9.2%, due to flat volumes in the soft flooring and ceramic tiles segments and ongoing business restructurings. Fitch anticipates a gradual recovery in EBITDA margin to 10.5%-12% over FY27-FY29, supported by group-level cost-saving initiatives and moderate demand recovery. Eroded FCF Margins: Fitch believes recent inflationary pressures and ongoing business restructurings have weakened Victoria's free cash flow (FCF) profile. Fitch forecasts FCF will remain significantly negative in FY26, driven by lower EBITDA and working capital outflows. Fitch expects FCF will remain moderately negative from FY27 onwards, reflecting anticipated demand recovery and annual capex of around EUR65 million. Low Customer Concentration, Strong Brand: Victoria's diversified customer base, which primarily comprises small independent retailers with limited exposure to third-party distributors, results in low customer concentration, with the top 10 customers accounting for less than 20% of sales. The company has established strong brand loyalty, supporting long-term customer relationships and underpinning business recovery prospects. Peer Analysis Victoria has a leading market position in carpets and ceramic tiles. It is larger than peers like PCF GmbH (CCC+) and comparable in size with Hestiafloor 2 (Gerflor: B/Positive). However, it remains far smaller than Mohawk Industries, Inc. (BBB+/Stable) and slightly smaller than Tarkett Participation (B+/Positive). Gerflor demonstrates superior geographical diversification than Victoria, but both companies maintain high exposure to Europe, including the UK. Tarkett benefits from broader geographical diversification. Similar to many building product companies, Victoria has limited market diversification, with a predominantly residential focus, whereas Tarkett and Gerflor have greater exposure to commercial real estate markets. Victoria's forecast EBITDA margins remain higher than those of Tarkett (7-8%), benefiting from a more focused product mix and less exposure to the lower-margin North American subsector. However, Victoria's EBITDA margins lag those of Gerflor, which benefits from strong market diversification and a specialised product mix. Victoria's EBITDA leverage is projected to be 9.6x by FYE26, which is substantially higher than Gerflor's and Tarkett's. Key Assumptions - Revenue to decline by 0.6% in FY26 due to subdued demand and then grow by 2.6% in FY27 and 5-6% annually in FY28 and FY29 - EBITDA margin to improve to 8.2% in FY26 and about 10.5-12% in FY27 to FY29, driven by increased volumes and proposed cost savings plan - Annual working capital consumption of 0.7% of revenue in FY26 and broadly neutral during FY27 to FY29 - GBP65 million capex annually during FY26 to FY29 - No dividends, mergers and acquisitions or preferential share redemption over the rating horizon Recovery Analysis - The recovery analysis assumes that Victoria would be reorganised as a going concern in bankruptcy rather than liquidated and considers the current capital structure. - Fitch assumes a 10% administrative claim. - The RCF is fully drawn and super senior in nature along with few local facilities in a post-restructuring scenario, according to Fitch's criteria. The factoring line is ranked super senior (deducted from estimated enterprise value). Senior unsecured debt consists of overdraft facilities and other bank loans, which rank behind senior secured debt. - New first priority notes (2029 maturities) amounting to GBP576 million (GBP528 million+ PIK component of coupon for next 12 months) ranks next in the waterfall after the RCF. - GBP8 million of 2026 notes and GBP143 million of 2028 notes rank next in the security waterfall after the new FPNs - The going concern EBITDA estimate of GBP120 million reflects its view of a sustainable, post-reorganisation EBITDA, upon which Fitch bases the valuation of the company, also considering the most recent acquisitions/disposals. - Fitch uses an enterprise value multiple of 5.0x (revised from 5.5x due to recent sector underperformance ) to calculate a post-reorganisation valuation, reflecting Victoria's leading position in its niche markets (soft flooring and ceramic tiles), long-term relationship with blue-chips and loyal customer base. - The waterfall analysis output for the FPNs generated a ranked recovery in the 'RR3' band, indicating an instrument rating of 'CCC+' and for the remaining portion of SSNs generated a recovery in the 'RR6' band indicating an instrument rating of 'CC'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration in liquidity, affecting the ability to refinance - Weaker-than-expected business turnaround, leading to a continued delay in the deleveraging trajectory Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improving visibility of refinancing of 2028 notes including as a consequence of operational improvement Liquidity and Debt Structure At end-FY25, Victoria's liquidity was supported by around GBP68 million of readily available cash (net of Fitch-restricted cash for working capital adjustments) and GBP106 million of undrawn RCF, out of a GBP150 million limit of a previous RCF. The company redeemed its previous RCF with a new GBP130 million super senior RCF (includes GBP75 million term loan and remainder revolving credit), which matures in January 2030. In its revised forecasts, Fitch expects the company to generate cumulative negative FCF of GBP45 million between FY26 and FY27. Victoria's post restructuring debt structure consists of GBP528 million of new notes due August 2029, balance of GBP143 million notes due in March 2028 and approximately GBP8 million unconsented/unexchanged 2026 notes with maturity amended to August 2031. Issuer Profile Victoria is an alternative investment market-listed UK-based company designing, manufacturing and distributing flooring products including carpet, ceramic tiles, underlay, luxury vinyl tiles, artificial grass and flooring accessories. 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 ----------- ------ -------- ----- Victoria PLC LT IDR RD Downgrade CCC- LT IDR CCC Upgrade senior secured LT CCC+ New Rating RR3 senior secured LT CC Downgrade RR3 CCC senior secured LT CC Affirmed RR6 WAECP REALISATIONS: Kroll Advisory Named as Joint Administrators ---------------------------------------------------------------- Waecp Realisations 2025 Limited, fka Walker AEC (Poole) Ltd, was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-005507, and Benjamin John Wiles and Janet Elizabeth Burt of Kroll Advisory Ltd, were appointed as joint administrators on Aug. 21, 2025. Waecp Realisations operated in the machining industry. Its principal trading address and registered office is at Unit 25 Dawkins Road, Hamworthy, Poole, BH15 4JY. The joint administrators can be reached at: Benjamin John Wiles Janet Elizabeth Burt Kroll Advisory Ltd The News Building, Level 6 32 London Bridge Street London, SE1 9SG Further details contact: The Administrators Tel No: 020 7089 4700 Alternative contact: Harriet Hurst E-mail: harriet.hurst@kroll.com =============== X X X X X X X X =============== [] BOOK REVIEW: PANIC ON WALL STREET ------------------------------------ A History of America's Financial Disasters Author: Robert Sobel Publisher: Beard Books Softcover: 469 Pages List Price: $34.95 Review by: Gail Owens Hoelscher http://www.beardbooks.com/beardbooks/panic_on_wall_street.html "Mere anarchy is loosed upon the world, the blood-dimmed tide is loosed, and everywhere the ceremony of innocence is drowned; the best lack all conviction, while the worst are full of passionate intensity." What a terrific quote to find at the beginning of a book on a financial catastrophe! First published in 1968. Panic on Wall Street covers 12 of the most painful episodes in American financial history between 1768 and 1962. Author Robert Sobel chose these particular cases, among a dozen or so others, to demonstrate the complexity and array of settings that have led to financial panics, and to show that we can only make; the vaguest generalizations" about financial panic as a phenomenon. In his view, these 12 all had a great impact on Americans of the time, "they were dramatic, and drama is present in most important events in history." They had been neglected by other financial historians. They are: William Duer Panic, 1792 Crisis of Jacksonian Fiannces, 1837 Western Blizzard, 1857 Post-Civil War Panic, 1865-69 Crisis of the Gilded Age, 1873 Grant's Last Panic, 1884 Grover Cleveland and the Ordeal of 183-95 Northern Pacific Corner, 1901 The Knickerbocker Trust Panic, 1907 Europe Goes to War, 1914 Great Crash, 1929 Kennedy Slide, 1962 Sobel tells us there is no universally accepted definition if financial panic. He quotes William Graham Sumner, who died long before the Great Crash of 1929, describing a panic as "a wave of emotion, apprehension, alarm. It is more or less irrational. It is superinduced upon a crisis, which is real and inevitable, but it exaggerates, conjures up possibilities, take away courage and energy." Sobel could find no "law of panics" which might allow us to predict them, but notes their common characteristics. Most occur during periods of optimism ("irrational exuberance?"). Most arise as "moments of truth," after periods of self-deception, when players not only suddenly recognize the magnitude of their problems, but are also stunned at their inability to solve them. He also notes that strong financial leaders may prove a mitigating factor, citing Vanderbilt and J.P. Morgan. Sobel concludes by saying that although financial panics have proven as devastating in some ways as war, and while much research has been carried out on war and its causes, little research has been done on financial panics. Panics on Wall Street stands as a solid foundation for later research on the topic. ********* 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *