250917.mbx

250917.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 Wednesday, September 17, 2025, Vol. 26, No. 186 Headlines F I N L A N D CITYCON OYJ: S&P Lowers LT ICR to 'BB' on Management & Governance G E R M A N Y PHOENIX PHARMAHANDEL: S&P Withdraws 'BB+' Issuer Credit Rating I R E L A N D AURIUM CLO VII: S&P Assigns B-(sf) Rating on Class F-R Notes AURIUM CLO VIII: S&P Assigns Prelim. B-(sf) Rating on F-R Notes CVC CORDATUS XXXVI: S&P Assigns B-(sf) Rating on Class F Notes LEGATO EURO I: S&P Assigns B-(sf) Rating on Class F Notes K A Z A K H S T A N BCC INVEST: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable N E T H E R L A N D S CYBERSPACE BV: Fitch Assigns 'BB' First-Time IDR, Outlook Stable LUNAI BIOWORKS: Subsidiary Files Bankruptcy in Dutch Court P O L A N D INPOST SA: Fitch Rates New EUR Sr. Unsecured Notes 'BB+(EXP)' S P A I N BBVA CONSUMER 2025-1: Moody's Assigns Ba1 Rating to EUR5MM Z Notes HIPOCAT 10: Moody's Affirms C Rating on EUR25.5MM Class D Notes SANTANDER CONSUMO 9: Fitch Assigns 'B(EXP)sf' Rating on Cl. E Notes SECUCOR FINANCE 2025-1: Fitch Assigns 'B(EXP)sf' Rating on G Notes U N I T E D K I N G D O M ARGENTEX CAPITAL: FRP Advisory Named as Administrators BARKLEY PLASTICS: Begbies Traynor Named as Administrators BIDVEST GROUP: Fitch Gives BB(EXP) Rating on New USD Unsec. Notes BRIGHTON SPC: Deadline to File Proof of Debt Set for Sept. 26 GREAT HALL NO. 1: Fitch Cuts 2 Tranches of Series 2007-2 to BBsf GVE LONDON: Parker Getty Named as Administrators LUMI THERAPY: FRP Advisory Named as Administrators PLATFORM BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable RICHARD GRIFFITH: FRP Advisory Named as Administrators SPRING STUDIOS: Moorfields Named as Administrators TRINITY SQUARE 2021-1: Fitch Lowers Rating on Cl. F Notes to 'B+sf' VODAFONE GROUP: S&P Rates New Subordinated Hybrid Securities 'BB+' - - - - - ============= F I N L A N D ============= CITYCON OYJ: S&P Lowers LT ICR to 'BB' on Management & Governance ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Citycon Oyj to 'BB' from 'BB+' and affirmed its 'B' short-term rating. At the same time, S&P lowered its issue rating on the senior unsecured notes to 'BB+' from 'BBB-' (recovery rating of '2'; rounded recovery estimate: 85%) and its issue rating on the hybrid notes to 'B' from 'B+'. S&P said, "The stable outlook indicates that we expect Citycon's operating performance will remain sound over the next 12 months, while the company continues to report elevated leverage, with debt to debt plus equity of about 56%-57% and interest coverage at 1.8x-2.0x, although remaining consistent with the current rating level. "We view Citycon's lack of managerial continuity, frequent and repeated CEO changes as credit negative. The company has experienced a sharp increase in management turnover over the past 18 months, with four CEOs (including an interim CEO), two CFOs, and many changes in key operating functions such as leasing. Henrica Ginström, who had worked at the company for 13 years, was appointed in March 2024 and dismissed in October 2024. Scott Ball took over as interim-CEO for five months before Oleg Zaslavsky took the post in March 2025 for six months. Eshel Pesti was this week announced as the new CEO. This continual change has occurred during a transformational period for the company, therefore slowing down the medium-term strategy to reduce leverage through asset disposals. "We previously revised downward our management and governance assessment to moderately negative in our rating action in spring 2025 ("Citycon Oyj Downgraded To 'BB+' On Still Tight Credit Metrics; Outlook Stable," published March 11, 2025), with no rating impact (the downgrade was led by Citycon's persistently high debt ratio). However, we now believe that management and governance have a negative bearing on our rating on Citycon, which led us to revise downward our assessment, and resulted in the one-notch downgrade. We would revisit our assessment upward if Citycon builds a track-record of management stabilization, continues to follow best practice in clear and transparent communication, and meets announced targets over time. "Although we still do not consider G City as having effective control over Citycon, we will monitor any potential further influence of the largest shareholder. We note that Citycon's new CEO, Eshel Pesti, is the former CEO of G City Europe and therefore not independent from the main shareholder. The strong presence of G City as a major shareholder in Citycon could further pressure the rating over the coming years should we see signs of effective control exerted by G City. This is because we view G City's credit quality as much lower than that of Citycon with significantly higher leverage, which might invite G City to adopt a more aggressive financial policy at the Citycon level should it have effective control, in order to service its own commitments. "Still, our view of G City as not exerting effective control remains unchanged at this stage, as G City's stake remains below 50% (49.4% as of Aug. 30, 2025) and the board remains independent, with three representatives of G City against seven independent directors. That said, we note two of these (David Lukes and Ljudmila Popova) worked for G City-related companies in the past. We view positively that Citycon has taken steps to improve credit metrics, such as halting dividends for 2025 and a EUR48 million equity issuance in February 2024. "Citycon's performance remains sound despite delays in asset disposals. The company has performed broadly in line with our base case in 2025, with sound like-for-like net rental growth of 5.2% in the first half of 2025, stable retail occupancy of 95%, positive footfall and tenant sales evolution, and even slightly positive valuation change (plus 0.9%) compared with our more conservative assumption of a 2.5% drop in valuation for 2025." However, the company hasn't announced any disposals so far in 2025, in contrast with the EUR250 million worth of expected disposals stated in the 2024 annual results, announced in February 2025. S&P said, "We understand that disposals remain a key strategic focus of the new CEO given his track record at G City Europe, but we have revised our assumption down to EUR100 million for this year from EUR200 million previously, given the lack of progress so far this year, and EUR100 million in 2026. We now expect a debt-to-debt-plus-equity ratio of 56%-57% over our forecast period, from 56.7% at end-June 2025, while our debt to EBITDA should be sustainably below 11x, from 11.1x at end-June 2025. "The company has addressed its recent balance sheet needs and we have more visibility on funding needs and interest-coverage ratio evolution. Citycon has refinanced maturing instruments over the past 12 months and repaid other debt with proceeds from previous disposals. These include the issuance of a EUR350 million 5% green bond in December 2024 to repay EUR150 million of its EUR250 million term loan maturing in April 2027, and the tender of EUR100 million of its 2026 notes. Citycon also issued a 6.25-year EUR450 million 5.375% bond in April 2025, which was used to repay EUR100 million of its 2026 notes and the remaining EUR100 million term loan due in April 2027. In May, Citycon repaid Kista Galleria's EUR186 million term loan that was maturing in May 2029. In June 2025, the company tendered EUR100 million of its 2027 notes and downsized its credit facility to EUR200 million from EUR400 million. "The company has started to purchase some of its hybrid bonds in the open market and tender them, which is accommodated by our immateriality tolerance. All these proactive actions have allowed the company to increase its weighted-average maturity to 3.9 years from 3.2 years in mid-2024 with a more stacked maturity schedule allowing for gradual refinancings instead of handling a maturity wall in a short period. We also have a better sense of the company's upcoming cost of debt and we expect its EBITDA interest coverage to be in the 1.8x-2.0x over our forecast horizon, closer to the bottom range. "The recovery prospects on the company's bonds have improved over the past quarters in light of Citycon's capital structure efforts. Although the issue rating on the unsecured instruments was lowered by one notch, in line with the action on the issuer credit rating, we note that the recent use of cash on the balance sheet--for which we don't give credit in a liquidation scenario--to repay debt and secured debt in particular, has improved recovery prospects for the bonds. We continue to apply a one-notch uplift to the instrument rating to 'BB+' based on our 'BB' issuer credit rating on the company. "The stable outlook indicates our expectation that, over the next 12 months, Citycon will continue to benefit from solid operating performance, with positive like-for-life rental growth, stable occupancy, and stable EBITDA margins. Overall, we estimate that Citycon's interest-coverage ratio will remain at 1.8x-2.0x over the next 12 months, while debt to EBITDA should remain stable at 10x-11x, and debt to debt plus equity will be about 56%-57%. We also expect the company will manage its upcoming maturities and its resource allocation, such that its weighted-average debt maturity remains at least at about three years. "We could lower the rating if the company's credit metrics deteriorate. This could happen if asset valuations decline further, cash proceeds from asset disposals are materially lower than the book value sold, the amount of assets sold is so significant that it would materially shrink the portfolio size, or if the company shifts to a more aggressive financial leverage policy." This would translate into: -- Debt to debt plus equity surpassing 60%; -- Debt to EBITDA increasing beyond 13x; or -- Interest coverage deteriorating below 1.8x. S&P said, "We could also lower the rating if Citycon fails to address its upcoming maturities in a timely manner, such that its weighted-average maturity falls below the three-year mark on a sustained basis, or if market conditions worsen and Citycon's operating performance is significantly weaker than we expect. "We would also view negatively if the majority shareholder, G City, were to actively increase its stake in Citycon and had more than 50% of voting rights, or if we saw indications or more active control by G City. "We could take a positive rating action if Citycon manages to reduce leverage, while preserving the integrity, quality, and diversity of its asset portfolio. An upgrade would also depend on the company's capacity to address its upcoming maturities and sustainably restore its weighted-average maturity level above the three-year mark, and provide stability and best practice in terms of management and governance." The upgrade would hinge on the company maintaining credit metrics, such that: -- Debt to debt plus equity reverts to well below 55%; -- Interest coverage remains sustainably above 1.8x; and -- Debt to EBITDA remains below 13x. S&P would also view positively a momentum and track-record of management stabilization, best practice in clear and transparent communication, and the successful completion of announced targets over time. ============= G E R M A N Y ============= PHOENIX PHARMAHANDEL: S&P Withdraws 'BB+' Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings withdrew its 'BB+' issuer credit rating on Phoenix Pharmahandel GmbH & Co. KG at the issuer's request following the repayment of the EUR400 million bond in August 2025 for which this entity was a guarantor. The issuer credit rating on Phoenix Pharma SE (BB+/Positive/--) and the 'BB+' issue rating on the senior bond maturing in 2029 are unaffected by the above rating action. ============= I R E L A N D ============= AURIUM CLO VII: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Aurium CLO VII DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer also issued EUR20.3 million unrated additional subordinated notes. There are also unrated subordinated notes outstanding from the original transaction. This transaction is a reset of the already existing transaction with an upsize. The issuance proceeds of the refinancing notes were used to buy additional collateral and redeem the original notes and the ratings on the original notes have been withdrawn. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,724.87 Default rate dispersion 626.49 Weighted-average life (years) 4.32 Weighted-average life (years) extended to cover the length of the reinvestment period 4.59 Obligor diversity measure 141.97 Industry diversity measure 22.31 Regional diversity measure 1.32 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 3.31 Actual 'AAA' weighted-average recovery (%) 36.58 Actual weighted-average spread (%) 3.64 Actual weighted-average coupon (%) 3.45 Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately 4.59 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR450 million target par amount, the portfolio's actual weighted-average spread (3.64%), covenanted weighted-average coupon (4.00%), and actual weighted-average recovery rates at all rating levels, except for the 'AAA' rating level where we have assumed a 1% cushion. 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." This transaction features a principal transfer test, which allows interest proceeds exceeding the principal transfer coverage ratio to be paid into either the principal or supplemental reserve account. The interest proceeds can only be paid into the principal account senior to the reinvestment overcollateralization test and into the supplemental reserve account junior to the reinvestment overcollateralization test. Therefore, S&P has not applied a cash flow stress for this. Nevertheless, because the transfer to principal is at the collateral manager's discretion, S&P did not give credit to this test in its cash flow analysis. S&P said, "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the transaction will be in its reinvestment phase starting from the issue date, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes." The class A-R notes can withstand stresses commensurate with the assigned rating. S&P said, "For the class F-R notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 24.05% (for a portfolio with a weighted-average life of 4.59 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.59 years, which would result in a target default rate of 14.69%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for the class A-R, B-R, C-R, D-R, E-R, and F-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. "Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, we have not made any specific adjustments in our rating analysis to account for any ESG-related risks or opportunities." Aurium CLO VII DAC 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. Spire Management Ltd. manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) A-R AAA (sf) 279.00 3mE + 1.35% 38.00 B-R AA (sf) 47.20 3mE + 1.90% 27.51 C-R A (sf) 27.00 3mE + 2.30% 21.51 D-R BBB- (sf) 31.60 3mE + 3.15% 14.49 E-R BB- (sf) 22.40 3mE + 5.50% 9.51 F-R B- (sf) 13.60 3mE + 8.38% 6.49 Sub notes NR 48.70 N/A N/A *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to 6mE when a frequency switch event occurs. 3mE--Three-month Euro Interbank Offered Rate. 6mE--Six-month Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. AURIUM CLO VIII: S&P Assigns Prelim. B-(sf) Rating on F-R Notes --------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Aurium CLO VIII DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer will have EUR31.4 million unrated subordinated notes from the existing transaction and will issue an additional EUR18.1 million subordinated notes. This transaction is a reset of the already existing transaction, which we rate. The existing classes of notes will be fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. Spire Management Ltd. will manage the transaction. The preliminary ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,750.73 Default rate dispersion 559.39 Weighted-average life (years) 4.39 Weighted-average life extended to cover the length of the reinvestment period (years) 5.00 Obligor diversity measure 177.33 Industry diversity measure 23.68 Regional diversity measure 1.31 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.69 Actual target 'AAA' weighted-average recovery (%) 37.03 Actual target weighted-average spread (net of floors; %) 3.77 Actual target weighted-average coupon 3.44 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end five years after closing. S&P said, "We understand that the portfolio is expected to be well diversified at closing. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR550 million target par amount, the identified weighted-average spread (3.74%), the identified weighted-average coupon (3.44%), and the identified weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "Until the end of the reinvestment period on Oct. 6, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain, as established by the initial cash flows for each rating, and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our preliminary ratings assigned to the notes. The class X, A-R, and F-R notes can withstand stresses commensurate with the assigned preliminary ratings. "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 preliminary ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG"-related risks or opportunities." Ratings Prelim Prelim amount Credit Class rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 5.00 N/A Three/six-month EURIBOR plus 0.89% A-R AAA (sf) 341.00 38.00 Three/six-month EURIBOR plus 1.32% B-R AA (sf) 59.13 27.25 Three/six-month EURIBOR plus 1.85% C-R A (sf) 32.23 21.39 Three/six-month EURIBOR plus 2.15% D-R BBB- (sf) 39.27 14.25 Three/six-month EURIBOR plus 2.90% E-R BB- (sf) 26.13 9.50 Three/six-month EURIBOR plus 5.35% F-R B- (sf) 16.50 6.50 Three/six-month EURIBOR plus 8.25% Sub notes NR 49.50 N/A N/A *The preliminary ratings assigned to the class X, A-R, and B-R notes address timely interest and ultimate principal payments. The preliminary ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. CVC CORDATUS XXXVI: S&P Assigns B-(sf) Rating on Class F Notes -------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan Fund XXXVI DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,826.10 Default rate dispersion 449.90 Weighted-average life (years) 5.03 Obligor diversity measure 129.64 Industry diversity measure 20.81 Regional diversity measure 1.14 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.75 Target 'AAA' weighted-average recovery (%) 36.62 Target weighted-average spread (%) 3.76 Target weighted-average coupon (%) 4.77 Liquidity facility This transaction has a EUR1.0 million liquidity facility, provided by The Bank of New York Mellon, with a maximum commitment period of four years and an option to extend for a further 24 months. The margin on the facility is 2.50% and drawdowns are limited to the amount of accrued but unpaid interest on collateral debt obligations. The liquidity facility is repaid using interest proceeds in a senior position of the waterfall or repaid directly from the interest account on a business day earlier than the payment date. For our cash flow analysis, S&P assumes that the liquidity facility is fully drawn throughout the six-year period and that the amount is repaid just before the coverage tests breach. Rating rationale S&P said, "Under the transaction documents, the rated notes pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately 4.61 years after closing. "The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.75%), the covenanted weighted-average coupon (4.25%), and the target weighted-average recovery rates calculated in line with our CLO criteria for all rating levels except for AAA where we have modelled 36.00% covenanted recovery provided to us by the collateral manager. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "Until the end of the reinvestment period on April 20, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E 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 25.79% (for a portfolio with a weighted-average life of 5.03 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 5.03 years, which would result in a target default rate of 16.10%. -- 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, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A 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. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." The transaction securitizes a portfolio of primarily senior secured leveraged loans and bonds and is managed by CVC Credit Partners Investment Management Ltd. Ratings list Amount Indicative Credit Class Rating* (mil. EUR) interest rate§ enhancement (%) A AAA (sf) 244.00 3/6-month EURIBOR + 1.32% 39.00 B AA (sf) 48.00 3/6-month EURIBOR + 2.00% 27.00 C A (sf) 24.00 3/6-month EURIBOR + 2.35% 21.00 D BBB- (sf) 27.00 3/6 -month EURIBOR + 3.25% 14.25 E BB- (sf) 19.00 3/6-month EURIBOR + 5.75% 9.50 F B- (sf) 12.00 3/6-month EURIBOR + 8.44% 6.50 Sub NR 32.20 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. NR--Not rated. N/A--Not applicable. EURIBOR--Euro Interbank Offered Rate. LEGATO EURO I: S&P Assigns B-(sf) Rating on Class F Notes --------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Legato Euro CLO I DAC's class A, B, C, D, E, and F notes. The issuer also issued unrated subordinated notes. The ratings assigned to Legato Euro CLO I's notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,725.36 Default rate dispersion 484.08 Weighted-average life (years) 5.28 Weighted-average life extended to cover the length of the reinvestment period (years) 5.28 Obligor diversity measure 125.68 Industry diversity measure 23.13 Regional diversity measure 1.14 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.40 Actual weighted-average spread (net of floors; %) 3.67 Actual weighted-average coupon (%) 4.55 Rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately five years after closing. The portfolio is well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR510 million target par amount, the actual weighted-average spread (3.67%), the covenanted weighted-average coupon (3.50%), and the target weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category." Until the end of the reinvestment period on Sept. 12, 2030, the collateral manager may substitute assets in the portfolio as long as S&P's CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. S&P said, "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria." The CLO is managed by LGT Capital Partners (U.K.) Ltd., and the maximum potential rating on the liabilities is 'AAA' under S&P's operational risk criteria. S&P said, "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings are commensurate with the available credit enhancement for the class A to F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our ratings on the notes. "For the class F 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 we have rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 24.88% (for a portfolio with a weighted-average life of 5.28 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 5.28 years, which would result in a target default rate of 16.9%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A 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 transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) A AAA (sf) 316.20 3/6-month EURIBOR plus 1.38% 38.00 B AA (sf) 56.10 3/6-month EURIBOR plus 2.10% 27.00 C A (sf) 28.05 3/6-month EURIBOR plus 2.50% 21.50 D BBB- (sf) 35.70 3/6-month EURIBOR plus 3.50% 14.50 E BB- (sf) 22.95 3/6-month EURIBOR plus 6.10% 10.00 F B- (sf) 17.85 3/6-month EURIBOR plus 8.25% 6.50 Sub notes NR 40.412 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. =================== K A Z A K H S T A N =================== BCC INVEST: Moody's Upgrades CFR to Ba2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has upgraded BCC Invest's long-term Corporate Family Rating to Ba2 from Ba3 as well as the foreign currency and local currency Counterparty Risk Ratings (CRRs) to Ba2 from Ba3. Short-term CRRs in foreign and local currencies have been affirmed at NP. The entity's outlook has been changed to stable from positive. RATINGS RATIONALE The upgrade of the long-term ratings of BCC Invest is driven by the upgrade of the parent, Bank CenterCredit to Baa3 from Ba1, from which Moody's assumes a very high probability of affiliate support. The now stronger creditworthiness of the parent ensures a higher capacity to provide support in case of need. Moody's also notes that BCC Invest's financial fundamentals remain stable. Despite fast asset growth of around 24% in the first half of 2025, BCC Invest retains ample liquidity with inflows covering outflows by more than 168% as of June 2025. The company largely relies on its own capital and parental funding, keeping funding risks low. The company's profitability is strong on the back of a favourable business environment in Kazakhstan and access to the wider group's franchise, which provides opportunities to bolster earnings. BCC Invest reported 6.4% and 8.4% annualised return on assets for the first 6 months of 2025 and for the full year 2024 respectively. However, Moody's expects earnings to remain volatile, as the company grows, and operating and regulatory environment in Kazakhstan evolves. BCC Invest's risk appetite is moderate, evidenced by the company's conservative investment stance: 95% of the investment portfolio is invested in fixed-income state or stable large corporate securities, including the quasi-sovereign sector. Leverage is also modest with capital representing around 47% of the funding base as of June 2025. The ratings also take into account constraints associated with the company's focus on proprietary positions in Kazakhstan, the lack of depth and maturity of Kazakhstan's capital markets as well as system's cyclicality driven by investment cycles and monetary policy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive pressure could arise if the company diversifies its revenue by shifting its focus away from proprietary positions and growing commission-based operations. Increased risk appetite that would result in significantly higher leverage and lower liquidity could lead to negative pressure on BCC Invest's long-term ratings. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects the company's large capital and liquidity buffers that act as mitigants against potential market turbulence, its cautious business strategy and low leverage that will support BCC Invest's credit profile in the developing environment of Kazakhstani capital markets. The outlook also reflects the stable outlook on the parent's ratings. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Securities Industry Market Makers published in June 2024. BCC Invest's "Assigned Standalone Assessment" adjusted score of B1 is set six notches below the "Financial Profile" score of Baa1 to reflect earnings volatility and immaturity of Kazakhstani capital markets and its sovereign constraints. ===================== N E T H E R L A N D S ===================== CYBERSPACE BV: Fitch Assigns 'BB' First-Time IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned Cyberspace B.V. (Nord Security) a first-time Long-Term Issuer Default Rating (IDR) of 'BB' with a Stable Outlook. Fitch has assigned its planned debut first-lien USD500 million term loan B issued by Cyberswift B.V an expected senior secured rating of 'BB+(EXP)', with a Recovery Rating of 'RR2'. The ratings reflect Nord Security's strong market position in consumer cybersecurity as the largest provider of virtual private networks (VPN), high recurring revenue streams and high retention rates, which provide good revenue visibility. Its ability to increase operating leverage from market share gains in a rapidly developing cybersecurity software sector, combined with a flexible cost structure supports the rating. Deleveraging is enhanced by strong cash flow generation from its asset-light business model and large customer advances from its multi-year, pre-paid model under its cybersecurity product suite. The rating is constrained by the company's scale, relatively limited product diversification and a more aggressive financial policy as Fitch expects shareholders to prioritise investment in the business and return on equity, limiting gross debt reduction. Key Rating Drivers Leading Market Position: The rating reflects Nord Security's leading global market position in the consumer VPN market, based on its core B2C model serving a customer base of over 15 million in 130 countries. High brand awareness, particularly through flagship product Nord VPN and value for money Surfshark - both targeting the overall personal VPN market - offers excellent cross-selling opportunities mostly sold in bundles, securing sustainable organic growth. Nord Security generates strong recurring revenue (over 80% retention rate) under its prepaid subscription model - mostly comprising one- and two-year subscription plans, which account for 98% of subscription billings. User retention rates above 75% are consistent with the cybersecurity industry. Fitch assumes sustained organic growth at a 19% CAGR between 2024 and 2027, will be supported by pricing power, positive market fundamentals and new product launches enhancing the core product offering comprising more than 10 products across privacy, identity and threat protection areas. Good Profitability: Fitch expects the Fitch-defined EBITDA margin (excluding deferred revenues shown within cash flow from operations (CFO)) at about 11% in 2025, improving to 16.5% by 2029, driven by the high volumes embedded in high retention rates and new customer additions, resulting in high operating leverage. Proprietary in-house software development is mainly in Lithuania, where 76% of the company's staff are based. This is a competitive cost advantage, supported by more efficient customer acquisition cost management. This results in a significant proportion of new billings driven by brand, benefiting from less expensive marketing channels, such as mobile, pay-per-click-brand and search engine optimisation. Additionally, marketing spend can be significantly reduced at short notice with a less-than-proportional impact on new billings, due to the strength of the brand and performance of organic growth. Healthy Cash Flow Generation: The company's EBITDA margin is below that of more established cybersecurity peers, primarily driven by high customer acquisition costs to drive higher business growth, but it benefits from solid free cash flow (FCF) generation and cash conversion converging with peers. Fitch expects FCF to sales margins to rise, from about 11.5% in 2025 to 20% by 2028, benefiting from organic EBITDA growth and inherently low capex, while higher customer prepayments lead to favourable working capital dynamics, accounting for an average 50% of FCF annually. Strong Organic Deleveraging: Leverage is 4.6x based on Fitch-defined EBITDA of USD108 million in 2025, which is high for the rating. However, Fitch expects it will fall to 2.6x in 2027, and towards 2.0x by 2029. This is based on a stable renewal rate, high pricing power on renewals and bundle offerings, and continued additions to the customer base, even though Fitch conservatively assumes slower new customer growth. Fitch expects EBITDA interest coverage to remain strong, at over 6.0x. Positive Market Growth Fundamentals: Cybersecurity is a large and fast-developing market, although more exposed to macro cycles than stickier corporate addressable markets. However, higher awareness of cybersecurity protection is shifting consumer behaviour beyond the tech-savvy customer base. Lower penetration rates for cybersecurity in core markets provide scope for faster growth, particularly in the US, as the company is well positioned to capture market share from strong brand awareness. Limited Product Diversification: Nord Security's core cybersecurity business has lower retention rates than traditional enterprise software. A narrow focus could expose it to risks associated with cybersecurity, such as technology disruptions. At its rating, this is mitigated by the high secular growth market and ability to increase market share. The company has a well-diversified customer base and geography, with exposure to 130 countries, although about 44% of billings are from resilient markets, such as North America, with about 37% from Europe. Financial Policy Constrains Rating: The debut USD500 million debt raising is to fund a shareholder distribution and transaction fees, together with USD110 million of outstanding cash. Following the dividend recapitalisation, excess cash flows may be used for strategic M&A (after organic growth investments) but mostly for shareholder distributions, anchoring the rating. Critically, for the 'BB' rating, Fitch assumes that any shareholder remuneration would be limited to excess annual FCF generation and, therefore, a more aggressive stance might only occur in EBITDA grows sustainably allowing for further borrowing capacity. Peer Analysis Nord Security has a strong consumer focus on online safety, but Gen Digital Inc (BB+/Negative; formerly known as Norton LifeLock, Inc.) is a global, highly diversified peer focused on consumer cyber and protecting devices, and following the acquisition of Money Lion Inc, diversified into consumer financial services. Nord Security is smaller than Gen Digital and RingCentral Inc (BB+/Stable), a cloud-based business communication and software solutions provider, and TriNet Group, Inc (BB+/Stable), a digital HR systems service provider. Gen Digital has superior profitability, with EBITDA margins above 50% (Fitch-defined), while Nord Security's revenue is growing more quickly. Other 'BB' category software services peers, including Ring Central and TriNet, exhibit EBITDA margins of 25% and 10%, the latter more aligned with Nord Security's margin. US peers tend to exhibit greater debt capacity than Nord Security, often because of their greater scale and diversity, despite Nord Security's superior CFO-capex to debt ratio. Fitch expects the company to deleverage organically, likely to below 3.5x by end-2025, more aligned with GenDigital's expectations, but above the 2x-2.5x EBITDA leverage for TriNet and RingCentral. Compared with Fitch's 'B' category technology portfolio, Nord Security has materially lower leverage than peers including TeamSystem S.p.A (B/Stable) and B2B focused security solutions provider Sophos intermediate Limited (B/Stable), both with leverage of about 6x or higher by end-2024; while its EBITDA interest coverage, expected at above 5.5x between 2025 and 2028, is relatively higher than the 2x-3x for Teamsystem and Webpros investments S.A.R.L (B+/Stable), a software provider focused on web hosting. Key Assumptions - Revenue rises, expected at 19% CAGR between 2024 and 2027, slowing to the high-single digits on potentially higher technological and competition risks. - Fitch-defined EBITDA margin to gradually increase, from around 11% in 2025 towards about 17% by 2030. - Low capex (around 0.5% of sales). - No M&A factored in. - Excess cash flows assumed to be distributed to shareholders, based on minimum cash balances of above USD100 million a year. Recovery Analysis Fitch rates Nord Security's planned senior secured debt at 'BB+(EXP)' in accordance with its Corporates Recovery Ratings and Instrument Ratings Criteria, under which it applies a generic approach to instrument notching for 'BB' rated issuers. Fitch labels Nord Security's debt as 'Category 2 first lien' according to its criteria, resulting in a Recovery Rating of 'RR2', with one notch uplift from the IDR to 'BB+(EXP)'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-adjusted EBITDA leverage above 3.0x on a sustained basis - (CFO-capex)/debt ratio below 15% on a sustained basis - EBITDA interest coverage below 5.0x on a sustained basis - Organic revenue growth near or below mid-single digits, resulting in weaker FCF generation Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A committed financial policy leading to less aggressive shareholder distribution and conservative M&A policy, resulting in Fitch-adjusted EBITDA leverage below 2.0x on a sustained basis. - Higher scale and further product suite enhancement or diversification supporting business growth without dilution of profitability and FCF generation. - Organic revenue rises consistently above high-single digits. Liquidity and Debt Structure Nord Security had USD128 million of cash on balance sheet at end-2024 and an unlevered capital structure. After the transaction, Fitch expects liquidity to remain strong, based on healthy FCF generation, at low-double digits as a percentage of sales, expected to gradually increase up to 20% of annual sales. Fitch expects cash balances to remain above USD100 million a year. This is based on its assumption that all excess FCF would be distributed to shareholders annually. In addition, liquidity is supported by a USD75m to USD100 million revolving credit facility, which Fitch assumes will remain undrawn. The USD500 million planned term loan B is expected to mature in 2032. Issuer Profile Nord Security is the world's leading VPN provider, serving 15 million customers in 130 countries through a cybersecurity product offering mainly focused on areas of privacy, identity and threat protection. The company is based in Lithuania. 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 ----------- ------ -------- cyberswift B.V. senior secured LT BB+(EXP) Expected Rating RR2 CYBERSPACE B.V. LT IDR BB New Rating LUNAI BIOWORKS: Subsidiary Files Bankruptcy in Dutch Court ---------------------------------------------------------- Lunai Bioworks Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 2, 2025, the Court of Amsterdam declared bankrupt Gedi Cube B.V., an indirect subsidiary of Lunai, and appointed Mr. M.M. Dellebeke as the receiver in the bankruptcy. Gedi filed a voluntary petition seeking a declaration of bankruptcy due to its inability to make payments as they became due. The Company is monitoring potential impacts on its supply chain, customer relationships, and ongoing projects that were previously supported by Gedi. Management is implementing contingency plans to mitigate any business disruption. Neither Lunai nor any of its other subsidiaries are filing for bankruptcy protection, and Lunai and its other subsidiaries will continue to operate their businesses as usual. In connection with the bankruptcy, management determined on September 2, 2025 that a material impairment of assets has occurred. The Company expects to record an impairment charge for the quarter ending September 30, 2025, however, is unable to make a good faith estimate of the same or the cash expenditures resulting from the impairment charge, if any, at the time of this filing. The Company expects to report the impairment charge in its quarterly report on Form 10-Q for the quarter ended September 30, 2025 or sooner if available. About GEDi Cube GEDi Cube is a proprietary analytical tool that analyses genetics using machine learning algorithms to inform molecular breakdown of 13+ cancers. The Multi-omic design of the platform enables the use of different molecular layers such as epigenomics, transcriptomics, metabolomics, genomics alongside clinical data. GEDi Cube searches for individual biomarkers and integrates validated panels for different cancer types in one Machine Learning Library. About Lunai Bioworks Headquartered in Los Angeles, Calif., Lunai Bioworks Inc. (formerly Renovaro Inc.) is an AI-powered drug discovery and biodefense company pioneering safe and responsible generative biology. With proprietary neurotoxicity datasets, advanced machine learning, and a focus on dual-use risk management, Lunai is redefining how artificial intelligence can accelerate therapeutic innovation while safeguarding society from emerging threats. Draper, Utah-based Sadler, Gibb & Associates, LLC, Renovaro Inc.'s auditor since 2018, issued a "going concern" qualification in its report dated Oct. 10, 2024, citing that the Company has incurred substantial recurring losses from operations, has used cash in the Company's continuing operations, and is dependent on additional financing to fund operations which raises substantial doubt about its ability to continue as a going concern. As of December 31, 2024, Renovaro had $111,340,272 in total assets, $29,280,954 in total liabilities, and total stockholders' equity of $82,059,318. =========== P O L A N D =========== INPOST SA: Fitch Rates New EUR Sr. Unsecured Notes 'BB+(EXP)' ------------------------------------------------------------- Fitch Ratings has assigned InPost S.A.'s (BB+/Stable) planned euro-denominated bonds an expected senior unsecured rating of 'BB+(EXP)'. The upcoming bonds' rating is at the same level as InPost's Long-Term Foreign-Currency Issuer Default Rating (IDR) and senior unsecured rating, based on its Corporates Recovery Ratings and Instrument Ratings Criteria. InPost intends to use the proceeds from the notes to redeem its outstanding EUR490 million 2.25% senior notes due 2027 and PLN500 million senior notes due 2027, as well as to partially repay the amounts drawn under its revolving credit facility (RCF) and to pay accrued interest. The assignment of a final rating is contingent on the receipt of final documents conforming to information already reviewed. InPost's IDR reflects its solid EBITDA growth, high EBITDA margins relative to peers and leverage metrics consistent with a 'BB+' rating. Key Rating Drivers Senior Unsecured Bonds: The proposed senior unsecured notes will be issued by the holding company (Holdco) and will only be guaranteed by InPost's domestic subsidiaries, not its international subsidiaries. For the 12 months to end-June 2025, the issuer and guarantors generated 82.2% of the group's consolidated EBITDA compared with bond documentation requiring at least 80%. Prior-ranking debt at non-guarantor subsidiaries was marginal, which under Fitch's criteria does not indicate material structural subordination or lower recoveries for unsecured creditors. Accordingly, the issue rating is aligned with the group's senior unsecured rating. Financial Results in Line with Expectations: InPost's strong 1H25 results were supported by 8% year on year (yoy) parcel‑volume growth in Poland and about 35% yoy in international markets, which translated into EBITDA growth, while the integration of Yodel, despite restructuring toward profitability, weighed on the EBITDA margin. Fitch forecasts that InPost's Fitch-calculated EBITDA will grow to about PLN2.7 billion in 2025 (2024: PLN2.4 billion) and its financial profile will remain stable. Fitch expects the EBITDA margin will decline to about 18.7% in 2025 (2024: 21.9%), driven by the increasing share of UK business. Acquisitions Support International Growth: In mid-2025, InPost acquired Iberian delivery and fulfilment services company, Sending. This will help InPost improve its logistics network and operating efficiencies in Iberia. InPost also acquired a 10% minority stake in Bloq.it, a company specialising in battery powered automated parcel machines (APMs), which should enable deployment of APMs that do not require grid connections or solar panels, enabling expansion in previously inaccessible locations. Fitch does not view the acquisitions as having a substantial impact on credit metrics, and expect EBITDA net leverage to be 1.8x at end-2025, comfortably within rating sensitivities. Integration of Yodel: In April 2025, InPost acquired a 95.5% stake in UK-based logistics company, Yodel, focused on to-door deliveries, gaining an 8% market share in the largest e-commerce market in Europe and creating a platform for further growth. Despite a court trial initiated by the previous owners, InPost has been allowed to proceed with restructuring and integration. InPost is now transforming unprofitable Yodel, mainly through automation and logistics efficiencies, as well as integrating Menzies and Yodel into one network to achieve operational efficiencies. Customer Concentration Risk: InPost is actively onboarding new merchants, especially from the SME segment, diversifying its domestic and international customer base. Allegro and Vinted remain InPost's two largest customers, together accounting for about 40% of revenue. Allegro has been developing its own logistics operations to diversify delivery options, which could lead to changes in the scope of cooperation, especially as the current contract expires in 2027. In 2025, InPost initiated a dispute alleging a breach of the framework agreement, disputing PLN98.7 million. Fitch will monitor the ongoing legal proceedings and the commercial relationship with Allegro. Leverage Consistent with 'BB+' Rating: Fitch projects EBITDA net leverage at around 1.8x at end-2025, consistent with the 'BB+' rating. Fitch expects a further reduction to 1.6x on average in 2026-2029, driven by solid EBITDA growth and positive free cash flow (FCF) before acquisitions. InPost's public target of maintaining EBITDA net leverage around 2.0x is broadly in line with its rating sensitivities at 1.5x-2.3x. Peer Analysis Comparability with large international logistics operators such as Deutsche Post AG (DP; A-/Stable) and La Poste (A+/Stable) is limited, despite similarities in their businesses. This is due to InPost's considerably smaller scale than DP, limited, although growing, international presence and the lack of service-offering diversification, mitigated by its dominant position and solid record of operations in APM in Poland. Fitch believes InPost's geographic diversification has improved in recent years, given its established presence in France, improving market share in the UK, and entry into new markets such as Iberia and Italy. However, it remains weaker than its well-integrated global peers, resulting in lower debt capacity for a given rating. Key Assumptions Fitch's Key Assumptions within its Rating Case for the Issuer: - InPost's parcel volumes to continue to grow by on average 14% a year in 2025-2029 - Contracts to benefit from an annual repricing mechanism - Capex (including maintenance capex) on average at PLN2.1 billion annually over 2025-2029 - Acquisitions totaling PLN2.2 billion in 2025-2029 - No dividends RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage above 2.3x on a sustained basis - EBITDA interest coverage below 4.5x - Negative FCF through the cycle due to lower operating margin, high dividend pay-outs or major acquisitions Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage below 1.5x on a sustained basis, supported by EBITDA growth, positive FCF in line with its expectations and a more conservative financial policy - Successful implementation of its international expansion strategy, supporting further growth and diversification, reflected in an increasing share of international businesses in EBITDA towards 50% Liquidity and Debt Structure At end-June 2025, InPost held unrestricted cash and cash equivalents of PLN885.4 million. This compares with its forecast negative FCF after acquisitions and divestitures of about PLN440 million in the next 12 months. InPost aims to use the funds from the upcoming issuance to repay its EUR490 million senior unsecured bonds and PLN500 million floating-rate notes. Fitch believes the upcoming issue will improve the liquidity profile and debt maturity profile. Fitch expects available funds to cover the forecast negative FCF after acquisitions and divestitures in 2025-2026, under its assumption of additional potential acquisitions. Issuer Profile InPost is a leading parcel delivery service in Poland, providing package delivery services through its nationwide network of locker-type APMs, to-door delivery, and fulfilment services. Date of Relevant Committee 19 May 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- InPost S.A. senior unsecured LT BB+(EXP) Expected Rating RR4 ========= S P A I N ========= BBVA CONSUMER 2025-1: Moody's Assigns Ba1 Rating to EUR5MM Z Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by BBVA CONSUMER AUTO 2025-1 FONDO DE TITULIZACION: EUR920 million Class A Floating Rate Asset Backed Notes due May 2042, Definitive Rating Assigned Aa1 (sf) EUR40 million Class B Floating Rate Asset Backed Notes due May 2042, Definitive Rating Assigned A2 (sf) EUR35 million Class C Floating Rate Asset Backed Notes due May 2042, Definitive Rating Assigned Baa2 (sf) EUR5 million Class D Floating Rate Asset Backed Notes due May 2042, Definitive Rating Assigned Baa3 (sf) EUR5 million Class Z Floating Rate Asset Backed Notes due May 2042, Definitive Rating Assigned Ba1 (sf) Maximum achievable rating is Aa1 (sf) for structured finance transactions in Spain, driven by the corresponding local currency country ceiling of the country. Changes in the capital structure from provisional to definitive ratings have resulted in higher definitive ratings for Classes B, C and D. The reduced weighted average coupon on the notes and the lower fixed swap rate positively impacted the transaction, leading to an increase in excess spread. RATINGS RATIONALE The transaction is a static cash securitisation of auto loans extended to obligors in Spain by Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") (A3(cr)/P2(cr), A3 Senior Unsecured, A2 LT Bank Deposits) with the purpose of financing new or used vehicles via car dealers (prescriptores). BBVA also acts as asset servicer, swap counterparty, collection and issuer account bank provider. The provisional portfolio of underlying assets consists of auto loans originated in Spain, with fixed rates and a total outstanding balance of approximately EUR1,361.1M. A final portfolio has been selected at random from the provisional portfolio to match the final Class A to D Notes issuance amounts. The Reserve Fund will be funded to 0.5% of the Class A-D Notes balance at closing and the total credit enhancement for the Class A Notes will be 8.50%. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from credit strengths such as the granularity of the portfolio, the excess spread-trapping mechanism through a 6 months artificial write off mechanism, the high average interest rate of 7.9% and the financial strength and securitisation experience of the originator. Moreover, Moody's notes that the transaction features some credit weaknesses such as a complex structure including interest deferral triggers for junior Notes, pro-rata payments on all asset-backed Notes from the first payment date, the high linkage to BBVA and limited liquidity available in case of servicer disruption. Various mitigants have been put in place in the transaction structure such as sequential redemption triggers to stop the pro-rata amortization. Hedging: All the loans are fixed-rate loans, whereas the Notes are floating-rate liabilities. As a result, the issuer is subjected to a fixed-floating interest-rate mismatch. To mitigate the fixed-floating rate mismatch, the issuer has entered into a swap agreement with BBVA. Under the swap agreement, (i) the issuer pays a fixed rate of 2.288%, (ii) the swap counterparty pays 3M Euribor and (iii) the notional as of any date will be the outstanding balance of Classes A-D Notes. Moody's analysis focused, amongst other factors, on: (i) an evaluation of the underlying portfolio of auto loans and the eligibility criteria; (ii) historical performance provided on BBVA's total book and past auto loan ABS transactions and performance of previous BBVA auto deals; (iii) the credit enhancement provided by subordination, excess spread and the reserve fund; (iv) the liquidity support available in the transaction by way of principal to pay interest; and (v) the overall legal and structural integrity of the transaction. MAIN MODEL ASSUMPTIONS Moody's determined a portfolio lifetime expected mean default rate of 3.8%, expected recoveries of 40.0% and portfolio credit enhancement ("PCE") of 11.5%. The expected mean default rate and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate auto ABS. Portfolio expected mean default rate of 3.8% is in line with recent Spanish auto loan transaction average and is based on Moody's assessments of the lifetime expectation for the pool taking into account (i) historic performance of the loan book of the originator, (ii) performance track record on the most recent BBVA auto deals, (iii) benchmark transactions, and (iv) other qualitative considerations. Portfolio expected recoveries of 40.0% are higher than recent Spanish auto loan average and are based on Moody's assessments of the lifetime expectation for the pool taking into account (i) historic performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations. The PCE of 11.5% is lower than other Spanish auto loan peers and is based on Moody's assessments of the pool taking into account the relative ranking to originator peers in the Spanish auto loan market. The PCE of 11.5% results in an implied coefficient of variation ("CoV") of 65.0%. The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings of the Notes would be: (1) better than expected performance of the underlying collateral; or (2) a lowering of Spain's sovereign risk leading to the removal of the local currency ceiling cap. Factors or circumstances that could lead to a downgrade of the ratings would be: (1) worse than expected performance of the underlying collateral; (2) deterioration in the credit quality of BBVA; or (3) an increase in Spain's sovereign risk. HIPOCAT 10: Moody's Affirms C Rating on EUR25.5MM Class D Notes --------------------------------------------------------------- Moody's Ratings has upgraded the rating of Class B notes in Hipocat 10, FTA ("Hipocat 10"). The rating action reflects the repayment in full of all prolonged missed interest on Class B notes with interest on interest. EUR733.4 million Class A2 Notes, Affirmed Aa1 (sf); previously on Mar 27, 2025 Affirmed Aa1 (sf) EUR54.8 million Class B Notes, Upgraded to Aa1 (sf); previously on Mar 27, 2025 Upgraded to Baa1 (sf) EUR51.8 million Class C Notes, Affirmed Caa2 (sf); previously on Mar 27, 2025 Upgraded to Caa2 (sf) EUR25.5 million Class D Notes, Affirmed C (sf); previously on Mar 27, 2025 Affirmed C (sf) Moody's affirmed the ratings of the Notes that had sufficient credit enhancement to maintain their current ratings or because their expected losses remain commensurate with their current ratings. The maximum achievable rating is Aa1 (sf) for structured finance transactions in Spain, driven by the corresponding local currency country ceiling of the country. RATINGS RATIONALE The upgrade of the rating of Class B notes is driven by the repayment of prolonged missed interests on these notes. Repayment of prolonged missed interests on Class B In July 2025, Class B notes had received the payment of all unpaid interests accumulated for 11 quarters (since October 2022) as well as interests accrued on the deferred interests. In Moody's last rating action Moody's capped the ratings of these notes at Baa1 (sf) given they had been deferring interest for more than 18 months. This cap no longer applies given Class B notes are current on their interests following the full repayment of unpaid interest in July 2025, with interest on interest. Moreover, Moody's expects the Class A2 notes to be redeemed in full within the next interest payment date in October 2025. The full redemption of the Class A2 notes will make Class B the most senior class, with its interests being paid earlier in the payment priority and minimizing the probability of further unpaid interests in the future. The Reserve Fund is fully drawn and its replenishments are subordinated to the repayment of unpaid interest and interest on interest on Class C notes. However, the transaction benefits from a swap guaranteeing 0.65% of spread over the notes coupon, on a notional equal to the non-delinquent pool balance, therefore providing an additional source of enhancement to cure PDL and provide excess spread to cover unpaid interest amounts. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's lifetime loss expectations for the portfolio reflecting the collateral performance to date. The collateral performance of the transaction has been in line with Moody's expectations since the last rating action in March 2025. The 90+ days delinquencies are 0.59% of the current pool balance having increased marginally from 0.45% in January 2025. Cumulative defaults are unchanged at 18.75% of original pool balance for more than one year. Moody's maintained the expected loss assumption at 3.0%, as a percentage of current pool balance. This expected loss assumption corresponds to 7.70% expressed as a percentage of original pool balance down from 7.72%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolios to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption unchanged at 9.40%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement, (3) improvements in the credit quality of the transaction counterparties and (4) a decrease in sovereign risk. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. SANTANDER CONSUMO 9: Fitch Assigns 'B(EXP)sf' Rating on Cl. E Notes ------------------------------------------------------------------- Fitch Ratings has assigned Santander Consumo 9, FT expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ Santander Consumo 9, FT A ES0305917009 LT AA(EXP)sf Expected Rating B ES0305917017 LT A+(EXP)sf Expected Rating C ES0305917025 LT BBB+(EXP)sf Expected Rating D ES0305917033 LT BB+(EXP)sf Expected Rating E ES0305917041 LT B(EXP)sf Expected Rating F ES0305917058 LT NR(EXP)sf Expected Rating Transaction Summary Santander Consumo 9, FT is a securitisation of a EUR1,500 million revolving portfolio of fully amortising general-purpose consumer loans originated by Banco Santander S.A. (Santander, A/Stable/F1) for Spanish residents. Around 79% of the portfolio balance is linked to pre-approved loans underwritten for existing Santander customers. KEY RATING DRIVERS Asset Assumptions Reflect Pool Profile: Fitch set base-case lifetime default and recovery rates of 4.25% and 25% for the portfolio, reflecting the historical data provided by Santander, Spain's economic outlook, pool features, and the originator's underwriting and servicing strategies. Fitch has set the 'AA' default rate multiple and recovery haircut at 4.0x and 40%, respectively. Short Revolving Period: The transaction has a 10-month revolving period, during which new receivables can be purchased by the special-purpose vehicle. Fitch expects about a quarter of the pool balance to be replenished during the revolving period, assuming an annualised prepayment rate of 10%. Fitch has assumed a weighted average (WA) interest rate on the portfolio of 6.5% at the end of the revolving period. This is equal to the minimum permitted by the revolving period covenants. Pro-Rata Amortisation: After the revolving period, the class A to E notes will be repaid pro rata unless a sequential amortisation event occurs. Fitch views the triggers as adequate to stop pro-rata upon performance deterioration. Fitch further believes that tail risk posed by pro-rata is mitigated by the mandatory switch to sequential amortisation when the outstanding collateral balance falls below 10% of the initial balance. Consequently, Fitch expects the credit enhancement (CE) protection available to the notes to remain broadly constant while amortisation is pro-rata. Counterparty Arrangements Cap Ratings: The maximum achievable rating of the notes is 'AA+sf' according to Fitch's counterparty criteria, because the minimum eligibility rating thresholds defined for the transaction account bank and the hedge provider of 'A-' or 'F1' are insufficient to support 'AAAsf' ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Long-term asset performance deterioration, such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, business practices or the legislative landscape. Smaller losses on the portfolio than levels consistent with ratings. For instance, an increase in the default rate by 25% combined with a decrease in the recoveries by 25% could imply category downgrades for most notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Smaller losses on the portfolio than levels consistent with ratings. For instance, a decrease in the default rate by 10% combined with an increase in the recoveries by 10% could imply category upgrades for most notes. Increasing CE ratios as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher rating scenarios. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. SECUCOR FINANCE 2025-1: Fitch Assigns 'B(EXP)sf' Rating on G Notes ------------------------------------------------------------------ Fitch Ratings has assigned Secucor Finance 2025-1 DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ Secucor Finance 2025-1 DAC A1 XS3178723055 LT AA(EXP)sf Expected Rating A2 XS3178723139 LT AA(EXP)sf Expected Rating B XS3178723212 LT A(EXP)sf Expected Rating C XS3178723303 LT BBB(EXP)sf Expected Rating D XS3178723485 LT BB+(EXP)sf Expected Rating E XS3178723568 LT BB(EXP)sf Expected Rating F XS3178723642 LT NR(EXP)sf Expected Rating G XS3178723725 LT B(EXP)sf Expected Rating Transaction Summary Secucor Finance 2025-1 DAC is a securitisation of a revolving portfolio of consumer credits originated by Financiera El Corte Inglés EFC, S.A. (FECI), the captive finance unit of Spanish retailer El Corte Ingles, S.A. (ECI; BBB-/Positive). FECI is fully owned by ECI and Santander Consumer Finance, S.A. (A/Stable/F1). The portfolio includes receivables from consumer purchases, either charged on the store cards or financed through point-of-sale (PoS) loans, and general-purpose unsecured consumer loans. KEY RATING DRIVERS Excessive Counterparty Risk Caps Ratings (ESG Factor): The maximum achievable rating on the transaction is linked and capped to the transaction account bank (TAB) deposit rating. This reflects the excessive counterparty risk as cash collections can be retained at the TAB during the revolving period up to 25% of the total collateralised note balance. This amount represents a very large share of total credit enhancement protection for the notes. Long Revolving Period: The transaction has a three-year revolving period that increases the risk of portfolio deterioration resulting from any change in macroeconomic conditions or origination practices. These risks are mitigated by the revolving period triggers and are recognised in Fitch's calibration of default rate multiples and recovery rate haircuts. Fitch expects up to 100% of the pool balance to be replenished during the revolving period, assuming an annualised prepayment rate of 10%. Asset Assumptions Reflect Mixed Portfolio: Fitch has set separate asset assumptions for each product to reflect the different performance expectations and considering FECI's historical data, Spain's economic outlook and the originator's underwriting and servicing strategies. In blended terms, Fitch has quantified weighted average (WA) stressed portfolio base-case default and recovery rates of 3.7% and 32.8%, assuming the share of unsecured consumer loans reaches the 30% maximum limit permitted by transaction covenants. Pro Rata Note Amortisation: The collateralised notes (class A to F) will be repaid pro rata after the end of the revolving period unless a sequential amortisation event occurs. These are primarily linked to performance triggers like the principal deficiency exceeding 1.0% of the outstanding portfolio balance on two consecutive monthly payment dates, or the three-month average default rate exceeding 1.3%. Defaults are defined as loans in arrears over 90 days. Fitch views these triggers as sufficiently robust to prevent the pro rata mechanism from continuing on early signs of deterioration in performance. Fitch believes the tail risk posed by the pro rata pay-down is mitigated by the mandatory switch to sequential amortisation when the outstanding collateral balance falls below 10% of its initial balance. Limited Excess Spread: The transaction excess spread is influenced by the high share of non-interest-bearing products, which represent 50% of the initial portfolio balance. In its cash flow analysis Fitch assumed a WA interest rate of 5.5% on the pool (in line with the revolving period minimum limit), driven by the interest-bearing PoS and unsecured loans, which accrue interest income at annualised rates over 10%. ESG factor: Fitch considers the TAB rating profile a key risk driver of the transaction. It implies a high ESG Relevance Score for "Transaction Parties & Operational Risk" due to the excessive reliance on transaction counterparties. This has a negative impact on the credit profile and is highly relevant to the ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - For the class A notes, a downgrade of the TAB's long-term deposit rating as these notes' ratings are linked and capped at the TAB deposit rating during the revolving period given the excessive counterparty risk exposure - Long-term asset performance deterioration such as increased defaults, reduced recoveries or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or legislative landscape Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E/F/G) - Increase default rates by 10%: 'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'BB-sf'/'NRsf'/'CCCsf' - Increase default rates by 25%: 'A+sf'/'BBBsf'/'BB+sf'/'BBsf'/'Bsf'/'NRsf'/'NRsf' - Increase default rates by 50%: 'A-sf'/'BBB-sf'/'BBsf'/'Bsf'/'CCCsf'/'NRsf'/'NRsf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E/F/G) - Reduce recovery rates by 10%: 'AAsf'/'A-sf'/'BBBsf'/'BB+sf'/'BBsf'/'NRsf'/'CCCsf' - Reduce recovery rates by 25%: 'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'NRsf'/'CCCsf' - Reduce recovery rates by 50%: 'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf'/'NRsf'/'NRsf' Expected impact on the notes' ratings of increased defaults and reduced recoveries (class A/B/C/D/E/F/G) - Increase default rates by 10% and reduce recovery rates by 10%: 'AA-sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B+sf'/'NRsf'/'NRsf' - Increase default rates by 25% and reduce recovery rates by 25%: 'Asf'/'BBBsf'/'BB+sf'/'B+sf'/'CCCsf'/'NRsf'/'NRsf' - Increase default rates by 50% and reduce recovery rates by 50%: 'BBBsf'/'BBsf'/'Bsf'/'NRsf'/'NRsf'/'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Better asset performance than expected, such as lower defaults and higher recoveries - For the class A notes and subject to portfolio performance trends, an upgrade of the TAB's long-term deposit rating during the revolving period as these notes' ratings are linked and capped at the TAB deposit rating given the excessive counterparty risk exposure - Increasing credit enhancement ratios as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher rating scenarios 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 Secucor Finance 2025-1 DAC Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied on for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS The class A notes are capped and linked at the TAB provider's deposit rating because the notes are exposed to excessive counterparty dependence risk. ESG Considerations Secucor Finance 2025-1 DAC has an ESG Relevance Score of 5 for or "Transaction Parties & Operational Risk" due to the excessive reliance on transaction counterparties, which has a negative impact on the credit profile and is highly relevant to the ratings. Cash collections can be retained at the TAB during the revolving period up to 25% of the total collateralized note balance. 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. =========================== U N I T E D K I N G D O M =========================== ARGENTEX CAPITAL: FRP Advisory Named as Administrators ------------------------------------------------------ Argentex Capital Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-004948, and Daniel Conway and Anthony John Wright and David Paul Hudson of FRP Advisory Trading Limited were appointed as administrators on Aug. 22, 2025. Argentex Capital Limited engaged in financial services. Its registered office is at 31st Floor, 40 Bank Street, London, E14 5NR to be changed to 31st Floor, 40 Bank Street, London, E14 5NR The joint administrators can be reached at: Daniel Conway Anthony John Wright David Paul Hudson FRP Advisory Trading Limited 2nd Floor, 110 Cannon Street London, EC4N 6EU For further details, contact: The Joint Administrators Tel: 020 3005 4000 Alternative contact: Ashly Sunny Email: cp.london@frpadvisory.com BARKLEY PLASTICS: Begbies Traynor Named as Administrators --------------------------------------------------------- Barkley Plastics Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Birmingham, Court Number: CR-2025-BHM-000071, and Mark Malone and Gareth Prince of Begbies Traynor (Central) LLP were appointed as administrators on Aug. 24, 2025. Barkley Plastics is a manufacturer of other plastic products. Its registered office is at 120-121 High Gate Street, Birmingham, B12 0XR. The joint administrators can be reached at: Mark Malone Gareth Prince Begbies Traynor (Central) LLP 11th Floor, One Temple Row Birmingham, B2 5LG For further details, contact: Daniel Williams Begbies Traynor (Central) LLP Email: birmingham@btguk.com Telephone: 0121 200 8150 BIDVEST GROUP: Fitch Gives BB(EXP) Rating on New USD Unsec. Notes ----------------------------------------------------------------- Fitch Ratings has assigned Bidvest Group Limited's (The) (Bidvest) new senior unsecured US dollar-denominated benchmark notes an expected 'BB(EXP)' rating with a Recovery Rating of RR4'. The notes will be issued by Bidvest Group (UK) Plc and guaranteed by Bidvest. Proceeds will be used to refinance its existing 2026 US dollar-denominated notes and repay outstanding borrowings under its revolving credit facilities. Bidvest's senior unsecured debt, including the planned debt issue, is rated in line with its 'BB' Issuer Default Rating (IDR), which has a Stable Outlook. The IDR reflects Bidvest's exposure to a weak operating environment in South Africa (BB-/Stable), which generates around 73% and 74% of its revenues and EBITDA, respectively. Rating strengths are its leading market position in a range of diverse business-to-business segments with sizeable recurring revenues, a conservative financial profile and robust liquidity. The Stable Outlook reflects its expectation that Bidvest will continue to deliver resilient operating performance despite a challenging economic environment and manage its financial profile conservatively. Fitch expects further M&A to be deployed offshore in hygiene services and facilities management, helping to bolster Bidvest's international presence and geographic diversity. Key Rating Drivers See its rating action commentary dated 19 March 2025. Peer Analysis See its rating action commentary dated 19 March 2025. Key Assumptions - Revenue to grow by mid-single-digits through financial year to June 2028 (FY28; including M&A) - Fitch-defined EBITDA margin at 11%-12% in FY26-FY28 - Capex to average about 2.8% of revenue a year for FY26-FY28 - Cash outflow on working capital to average 1.3% of revenue in FY26-FY28 - About ZAR3 billion of international M&A a year in FY26-FY28 at a valuation multiple of 10x with an average EBITDA margin of 12% - Disposal of Bidvest Bank in FY26 with the proceeds used for debt repayment Recovery Analysis Fitch rates Bidvest's guaranteed senior unsecured debt at 'BB'/'RR4', in line with its IDR, using its Corporates Recovery Ratings and Instrument Ratings Criteria. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration in South Africa's operating environment - Significant market share erosion and operating pressures leading to weaker profitability and cash flow generation - Evidence of a more aggressive financial policy, such as large debt-funded investments, leading to consolidated EBITDA net leverage above 3.5x on a sustained basis - Neutral to volatile FCF margins on a sustained basis - Consolidated EBITDA interest cover consistently below 3.5x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A strengthening of South Africa's operating environment - Improved geographical diversification, with the share of EBITDA generated in developed markets trending towards 30% and with a lower reliance on South Africa, alongside a lower FX mismatch, access to international market funding, and consolidated EBITDA net leverage remaining below 2.5x - Sustained low-to-mid single-digit FCF margins after recurring dividends - EBITDA interest cover sustained at above 4.0x Liquidity and Debt Structure Bidvest had comfortable liquidity at FYE25, supported by a cash balance of ZAR5.6 billion (excluding restricted cash). It also has access to a EUR562.5 million multi-currency committed revolving credit facility (around ZAR1.8 billion undrawn), and short-term bilateral facilities through South African banks. Bidvest's revolver and EUR187.5 million term loan mature in June 2028. Its USD800 million fixed-rate notes (USD478 million outstanding) mature in September 2026. Fitch forecasts higher debt service costs on floating-rate debt and on refinancing debt, in line with a higher-interest-rate environment. Bidvest has a staggered debt maturity profile over the next few years with various notes issued under its ZAR12 billion domestic medium-term notes programme. Issuer Profile Bidvest is a South Africa-headquartered diversified business-to-business services, manufacturing, trading and distribution group with over 250 individual businesses in South Africa, the UK, Ireland, Australia, Spain, Singapore and, recently, North America. The company reported revenue of ZAR126.6 billion in FY25 (about EUR6.1 billion equivalent). Date of Relevant Committee 18 March 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- The Bidvest Group (UK) Plc senior unsecured LT BB(EXP) Expected Rating RR4 BRIGHTON SPC: Deadline to File Proof of Debt Set for Sept. 26 ------------------------------------------------------------- The Joint Official Liquidators of Brighton SPC (In Official Liquidation) intend to declare an interim dividend to ordinary unredeemed investors of its Segregated Portfolios, Kijani Commodity Fund (USD), Kijani Commodity Fund (EUR), Kijani Commodity Fund (GBP) and Kijani Commodity Fund (CHF) and Kijani Income Fund. Any Creditor or Investor who has not already lodged his proof of debt and supporting evidence with the Joint Official Liquidators must do so no later than September 26, 2025. The Joint Official Liquidators are not obliged to adjudicate upon any proof of debt received after this date with the result that your failure to lodge a proof of debt by the final date for proofing may result in you being excluded from the final distribution. Contact information: Email: ky_brighton@pwc.com Address for Service: PO Box 258 Grand Cayman KY1-1104 Cayman Islands GREAT HALL NO. 1: Fitch Cuts 2 Tranches of Series 2007-2 to BBsf ---------------------------------------------------------------- Fitch Ratings has downgraded the Great Hall Mortgages No. 1 plc (GHM) transactions' class E notes and affirmed the others. All ratings have been removed from Under Rating Observation (UCO). Entity/Debt Rating Prior ----------- ------ ----- Great Hall Mortgages No. 1 plc (Series 2007-1) Class Ba XS0288628224 LT AAAsf Affirmed AAAsf Class Bb XS0288628810 LT AAAsf Affirmed AAAsf Class Ca XS0288629545 LT AAAsf Affirmed AAAsf Class Cb XS0288630121 LT AAAsf Affirmed AAAsf Class Da XS0288630394 LT AA+sf Affirmed AA+sf Class Db XS0288630550 LT AA+sf Affirmed AA+sf Class Ea XS0288630808 LT A-sf Downgrade Asf Great Hall Mortgages No. 1 plc (Series 2007-2) Class Ba XS0308356970 LT AAAsf Affirmed AAAsf Class Ca XS0308357358 LT AAAsf Affirmed AAAsf Class Cb XS0308355733 LT AAAsf Affirmed AAAsf Class Da XS0308357788 LT AA-sf Affirmed AA-sf Class Db XS0308356111 LT AA-sf Affirmed AA-sf Class Ea XS0308357861 LT BBsf Downgrade BBB-sf Class Eb XS0308356467 LT BBsf Downgrade BBB-sf Great Hall Mortgages No. 1 plc (Series 2006-1) Class Ba XS0276086989 LT AAAsf Affirmed AAAsf Class Bb XS0276093332 LT AAAsf Affirmed AAAsf Class Ca XS0276087524 LT AAAsf Affirmed AAAsf Class Cb XS0276093928 LT AAAsf Affirmed AAAsf Class Da XS0276088506 LT AA+sf Affirmed AA+sf Class Db XS0276095030 LT AA+sf Affirmed AA+sf Class Ea XS0276089223 LT BBB+sf Downgrade A-sf Transaction Summary The transactions comprise UK buy-to-let (BTL) and non-conforming owner-occupied (OO) mortgage loans that were originated before 2007 by Platform Homeloans Limited and purchased by JPMorgan Chase Bank N.A. The portfolios are predominantly made up of floating-rate interest-only (IO) assets. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS Rating Criteria" dated 23 May 2025). Key changes include updated representative pool weighted average foreclosure frequencies (WAFFs), changes to sector selection, revised recovery rate assumptions and changes to cash flow assumptions. The non-conforming sector representative 'Bsf' WAFF has seen the largest revision. Fitch applies newly introduced borrower-level recovery rate caps to underperforming seasoned collateral. Fitch also applies dynamic default distributions and high prepayment rate assumptions rather than static assumptions. Fitch's updated criteria account for this worsening asset performance by assuming loans in 12-month-plus arrears to have defaulted as of the review date. Transaction Adjustment: Fitch has applied its non-conforming assumptions and an OO transaction adjustment of 0.75x and a BTL transaction adjustment of 1.5x to FFs for GHM2006-1 and GHM2007-1. This is because the transactions' historical performance of loans greater than three months in arrears or more has been better than Fitch's non-conforming index but worse than the BTL index. GHM2007-2 has performed in line with Fitch's UK non-conforming index of loans that are three-months or more in arrears. Fitch has applied an OO transaction adjustment of 1.0x and BTL transaction adjustment of 1.5x to FFs for this deal. Credit Enhancement Build-Up: The reserve funds in all three transactions cannot amortise further and a switch to pro-rata amortisation of the notes is not permitted, following breaches of cumulative possessions and cumulative loss triggers. As a result, credit enhancement (CE) has increased steadily for all tranches and Fitch expects this to continue. The level of CE supports the affirmation of senior and mezzanine tranches at this review. Deteriorating Arrears Performance: Arrears performance has stabilised in GHM2006-1 and GHM2007-1 but has continued to deteriorate for GHM2007-2. Borrowers rolling onto later stage arrears may result in higher WAFF. Prepayment may also contribute to negative selection through a build-up in arrears concentrations. As the loan count of the transactions further reduces, the notes' ability to paydown will depend on the performance of few borrowers. This could result in the deals becoming heavily reliant on the reserve funds for credit support, despite having passed Fitch's concentration tests. This risk is underlined in the Negative Outlook on GHM2007-2's class Da, Db, Ea and Eb notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transactions' performance may be affected by changes in market conditions and economic environment. Weakening economic performance is strongly correlated with increasing levels of delinquencies and defaults that could reduce CE available to the notes. In addition, unanticipated declines in recoveries could also result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WAFF and 15% decrease of the weighted average recovery rate (WARR) would imply the following: GHM 2006-1 PLC: Ba: 'AAAsf' Bb: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'AA-sf' Db: 'AA-sf' Ea: 'BB-sf' GHM 2007-1 PLC: Ba: 'AAAsf' Bb: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'AA-sf' Db: 'AA-sf' Ea: 'BB+sf' GHM 2007-2 PLC: Ba: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'A-sf' Db: 'A-sf' Ea: 'B-sf' Eb: 'B-sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch found that a decrease in the WAFF by15% and an increase in the WARR by 15% would lead to the following: GHM 2006-1 PLC: Ba: 'AAAsf' Bb: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'AAAsf' Db: 'AAAsf' Ea: 'AA-sf' GHM 2007-1 PLC: Ba: 'AAAsf' Bb: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'AAAsf' Db: 'AAAsf' Ea: 'AA-sf' GHM 2007-2 PLC: Ba: 'AAAsf' Ca: 'AAAsf' Cb: 'AAAsf' Da: 'AA+sf' Db: 'AA+sf' Ea: 'BBB+sf' Eb: 'BBB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its monitoring. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' closing. The subsequent performance of the transactions over the years is consistent with Fitch's expectations given the operating environment and the agency is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. 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 All three GHM transactions have an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the pool's IO maturity concentration at greater than 20% of legacy non-conforming OO loans, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. All three GHM transactions have an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to a significant portion of the pool containing OO loans advanced with limited affordability checks, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. GVE LONDON: Parker Getty Named as Administrators ------------------------------------------------ GVE London Ltd fka Global Vehicle Exports London Ltd was placed into administration proceedings In the High Court of Justice, Business & Property Courts of England & Wales Insolvency & Companies List (ChD), Court Number: CR-2025-005828, and Farheen Qureshi of Parker Getty Limited were appointed as administrators on Sept. 1, 2025. GVE London, trading as GVE London, specialized in sale of new cars and light motor vehicles. Its registered office is at Unit 15 Tradecity, Cowley Mill Road, Uxbridge, Middlesex, UB8 2DB The joint administrators can be reached at: Farheen Qureshi Parker Getty Limited Devonshire House 582 Honeypot Lane, Stanmore Middx, HA7 1JS For further details, contact: Farheen Qureshi Email: info@parkergetty.co.uk Tel: 020 3475 3900 Alternative contact: E Popat LUMI THERAPY: FRP Advisory Named as Administrators -------------------------------------------------- Lumi Therapy Ltd was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-005981, and Paul Atkinson and Nedim Ailyan of FRP Advisory Trading Limited were appointed as administrators on Aug. 29, 2025. Lumi Therapy engaged in sales of health and wellbeing goods online. Its registered office is at 1 Marsh Green Road North, Exeter, EX2 8NY, to be changed to c/o FRP Advisory Trading Limited, Centre Block, 4th Floor Central Court, Knoll Rise, Orpington, BR6 0JA Its principal trading address is at 1 Marsh Green Road North, Exeter, EX2 8NY The joint administrators can be reached at: Paul Atkinson Nedim Ailyan FRP Advisory Trading Limited 4th Floor, Centre Block Central Court, Knoll Rise Orpington, Kent, BR6 0JA For further details, contact: The Administrators Tel: 020 8302 4344 Alternative contact: Neil Hammond-Jarvis Email: cp.orpington@frpadvisory.com PLATFORM BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Ireland-based Platform Bidco Limited (Valeo Foods) Long-Term Issuer Default Rating (IDR) at 'B-' with a Stable Outlook and senior secured debt rating at 'B' with a Recovery Rating of 'RR3'. Valeo Foods' rating reflects its high leverage, ongoing improvement in profitability and modest free cash flow (FCF). The rating is supported by moderate but growing scale among global and larger regional packaged food producers, benefiting from strong positions in its core markets of continental Europe. The rating also benefits from a diverse branded portfolio in its key food categories, complemented by significant offering in private label. The Stable Outlook captures its expectation of leverage reducing towards levels consistent with the rating from the financial year ending March 2027, due to resilient low-single digits organic growth, increasing profit from recent acquisitions, synergies and efficiencies and cost-saving initiatives. Key Rating Drivers Stretched Leverage. Deleveraging Critical: The rating captures Valeo Foods' high debt burden with EBITDA gross leverage expected to remain high at around 8x in FY26 (FY25: 11.1x), the first year of full consolidation of IDC, the largest wafer producer in Slovakia acquired in FY25. The Stable Outlook reflects its expectations of deleveraging towards 7.0x from FY27, which Fitch views as critical for the rating. This will be mainly driven by revenue and EBITDA growth after the additional acquisitions in FY26 and the gradual ramp-up of savings from synergies and ongoing efficiency measures. Profit is likely to be reinvested in the business with the aim of creating Europe's leading sweet treats producer, rather than dividends. Lack of visibility over a moderation in leverage in the next 12-18 months will put the ratings under pressure. Strong Business Position: Valeo Foods' credit profile is supported by its established operations and leading market positions in Europe, particularly Ireland and the UK (FY25: 57% of revenue) and growing presence in Eastern and Southern Europe after recent acquisitions, as well as in North America as the second biggest maple syrup producers globally. The business profile is supported by a wide portfolio of leading international and local brands in different food categories, complemented by wide private-label offerings (FY25: 46% of sales). Together with a diverse manufacturing footprint and wide distribution capabilities, this results in a strong ability to pass on cost inflation to consumers and adequate operating margins. EBITDA Margin Improvement: Fitch projects the company's EBITDA margin will improve to 12% in FY26 (FY25: 10.3%) benefiting from the full-year consolidation of the more profitable IDC business and other recent acquisitions. Fitch expects the EBITDA margin to increase to 13%-14% in FY27-FY29 once it achieves most of the acquisition synergies and savings from the ongoing and planned efficiency initiatives. Fitch assumes moderate pressure on the organic operating margin from likely high advertising and promotional activities amid still muted consumer sentiment in many markets. FCF to Fund Growth: Fitch estimates the group's FCF will turn positive from FY26 as the operating profit margin improves, increasing to above 3% of revenue from FY27 once capex normalises following higher investments in additional capacity in FY25 and planned for FY26. A record of improved operating cash flows in FY25 with expectations of consistently positive FCF from FY26 support the Stable Outlook. Fitch expects most FCF to be reinvested into the business, as inorganic growth is part of the group's growth strategy, with the likely continuation of bolt-on M&A. M&A Drive Execution Risks: Valeo Foods is on track for successful integration of multiple M&A in FY24-FY25, including IDC. However, additional acquisitions in FY26 and still significant ongoing yet to be delivered efficiency initiatives suggest execution risk remains meaningful, particularly in relation to productivity gains and synergy extraction. This is mitigated by the established nature of the acquired businesses and Valeo Foods' recent record of business integration and operational turnaround. Supportive Growth Fundamentals: Confectionery, sweet bakery, natural sweet and snack products are food categories that can maintain steady demand even during economic downturns. Fitch expects increasing consumer demand for convenience foods to be supportive of sales growth. However, the company's organic revenue growth may be constrained by rising consumer demand for healthier indulgence food options across Europe, where many large international packaged-food companies are expanding. Continued investment in innovation, including the types of sugars and sweeteners used and packaging size, may help Valeo Foods withstand the competition in the long term. Peer Analysis Valeo Foods has a smaller scale, lower operating margins and significantly higher leverage than Ulker Biskuvi Sanayi A.S. (BB/Stable), a Turkiye-based confectionery and sweets producer. This is somewhat balanced by Ulker's higher foreign-exchange (FX) risks and exposure to more volatile operating environments in its core markets. Valeo Foods is smaller than Argentinian confectionery producer, Arcor S.A.I.C. (B/Stable), but has higher operating margins. Valeo Foods' exposure to FX risks and a weak operating environment is limited compared with Arcor, although the latter balances this with a much more conservative capital structure with gross leverage of below 3x. Valeo Foods' business profile is stronger than that of La Doria S.p.A. (B+/Stable), an Italian tomato and vegetable processing company operating mainly in private label. La Doria is smaller, with EBITDA of around EUR130 million and does not benefit from a wide brand portfolio as a private label producer. The company also has narrower product diversification and lower operating profitability. This is offset by La Doria's more conservative capital structure, with Fitch expecting leverage of below 5x in 2025, which is reflected in the recent upgrade. Valeo Foods' rating is aligned with Biscuit Holding SAS (B-/Stable), a leading European private label producer in the bakery food segment. Both companies have broadly comparable scale and similar financial profiles with EBITDA margin at low teens and high leverage metrics. Valeo Foods' rating also benefits from stronger brand portfolio and broader product category diversification. Key Assumptions - Organic revenue CAGR of 3% in FY26-FY28 with reported revenue rising by CAGR of about 4% due to recent and assumed acquisitions - EBITDA margin improvement from 12% in FY26 towards 14% by FY29 - Combined capex of EUR130 million for the next two years followed by a normalisation to around EUR50 million annually - Net working capital inflow in FY26, resulting from working capital optimisation initiatives, followed by immaterial annual changes from FY27 - Around EUR80 million and EUR50 million net M&A spending in FY26 and FY27 respectively, followed by bolt-on acquisitions of around EUR20 million a year through to FY29 - No dividend distributions Recovery Analysis Its recovery analysis assumes that Valeo Foods will be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. This is because most of its value lies within its established brand portfolio, as well as client relationships, and production and logistic capabilities. Fitch assumes a 10% administrative claim. Fitch assesses GC EBITDA at EUR193 million, which reflects all recent acquisitions, and represents a hypothetical distressed EBITDA, at which level the group would have to undergo a debt restructuring due to an unsustainable capital structure. The GC EBITDA assumes undertaking corrective measures and the restructuring of the capital structure for the company to be able to remain a GC. Financial distress leading to a debt restructuring may be driven by Valeo Foods losing part of its key retailer base, disruption in the UK operations, difficulties in passing through cost inflation or issues with the new acquisitions' integration. Fitch applies a recovery multiple of 5.5x, at about the mid-point of its multiple distribution in EMEA and in line with sector peers. This generates a ranked recovery in the 'RR3' band after deducting 10% for administrative claims. This results in a 'B' senior secured instrument rating, one notch above the IDR. Its estimates of creditor claims include a fully drawn EUR180 million revolving credit facility, EUR1,592 million in first-lien term loan Bs and EUR24.5 million of local facilities, all ranking pari passu. Fitch expects Valeo Foods' existing receivable factoring facilities with average utilisation of EUR130 million to remain and, after distress, to be driven by the strong credit quality of the company's client base RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage sustainably above 7.5x due to operating underperformance or new debt-funded acquisitions - EBITDA margin below 10% and additional working-capital requirements that could result in volatile FCF margin - EBITDA interest coverage weakening below 1.5x on a sustainable basis - Reducing liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage remaining below 6.5x through organic growth and integration of non-debt-funded bolt-on targets - EBITDA margin sustainably above 12%, sustaining FCF margin above 2% - EBITDA interest coverage rising towards 2.5x. Liquidity and Debt Structure At end-FY25 Valeo Foods' had EUR109 million of Fitch's adjusted freely available cash balance after restricting EUR10 million for daily operational purposes, including intra-year business seasonality. Liquidity is supported by the access to EUR180 million revolving credit facility at March 2025 and access to the second-lien acquisition facility, which has EUR42 million undrawn. This should be sufficient for operations and debt servicing given improving FCF and no significant debt maturing before 2028. Issuer Profile Valeo Foods is a Europe-based producer of wafers, sweets, maple, honey, snacks and ambient food. 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 ----------- ------ -------- ----- Platform Bidco Limited LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B RICHARD GRIFFITH: FRP Advisory Named as Administrators ------------------------------------------------------ Richard Griffith House Plants Limited was placed into administration proceedings In the High Court of Justice, Business Property Courts in Leeds, Insolvecy and Companies List (ChD), Court Number: CR-2025-LDS-898, and Mark Hodgett and David Antony Willis of FRP Advisory Trading Limiteds were appointed as administrators on Aug. 28, 2025. Richard Griffith engaged in retail sale in non-specialised stores. Its registered office is at Moorland Nurseries, Forest Moor Road, Knaresborough, HG5 8JY in the process of being changed to c/o FRP Advisory Trading Limited, Minerva, 29 East Parade, Leeds, LS1 5PS Its principal trading address is at Moorland Nurseries, Forest Moor Road, Knaresborough, HG5 8JY The joint administrators can be reached at: Mark Hodgett David Antony Willis FRP Advisory Trading Limited Minerva, 29 East Parade Leeds, LS1 5PS For further details, contact: The Joint Administrators Tel No: 0113 831 3555 Alternative contact: Alternative contact Jeff Da Costa Email: cp.leeds@frpadvisory.com SPRING STUDIOS: Moorfields Named as Administrators -------------------------------------------------- Spring Studios Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts, Company & Insolvency List (ChD), Court Number: CR-2025-005594, and Andrew Pear and Richard Keley of Moorfields, were appointed as administrators on Aug. 28, 2025. Spring Studios engaged in media representation services. Its registered office and principal trading address is at Spring House, 10 Spring Place, Kentish Town, NW5 3BH The joint administrators can be reached at: Andrew Pear Richard Keley Moorfields 82 St John Street, London EC1M 4JN Tel No: 020 7186 1144 For further details, contact: Lachlan Bowness Moorfields 82 St John Street, London EC1M 4JN Email: lachlan.bowness@moorfieldscr.com Tel No: 020 7186 1148 TRINITY SQUARE 2021-1: Fitch Lowers Rating on Cl. F Notes to 'B+sf' ------------------------------------------------------------------- Fitch Ratings has downgraded Trinity Square 2021-1 (2024 Refi) PLC's class C, D and F notes, and revised the Outlook on the class F and G notes to Stable from Negative. All tranches have been removed from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Trinity Square 2021-1 (2024 Refi) PLC A XS2783078087 LT AAAsf Affirmed AAAsf B XS2783078160 LT AA-sf Affirmed AA-sf C XS2783078244 LT A-sf Downgrade Asf D XS2783078327 LT BBBsf Downgrade BBB+sf E XS2783078590 LT BB+sf Affirmed BB+sf F XS2783078673 LT B+sf Downgrade BB-sf G XS2783078756 LT B-sf Affirmed B-sf H XS2783078830 LT CCCsf Affirmed CCCsf X XS2783078913 LT Bsf Affirmed Bsf Transaction Summary Trinity Square 2021-1 (2024 Refi) PLC is a securitisation of legacy owner-occupied (OO) and buy-to-let (BTL) mortgages originated by GE Money Home Lending Limited and GE Money Mortgages Limited. The transaction is a refinancing of the Trinity Square 2021-1 PLC issue. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's updated UK RMBS Rating Criteria (see " Fitch Ratings Updates UK RMBS Rating Criteria" dated 23 May 2025). Key changes include updated representative pool weighted average foreclosure frequencies (WAFF), changes to sector selection, revised recovery rate assumptions and changes to cash flow assumptions. The most significant revision was to the non-confirming sector representative 'Bsf' WAFF. Fitch has applied newly introduced borrower level recovery rate caps to underperforming seasoned collateral. The downgrade of the class C, D and F notes is due to an increased loss resulting from the revised recovery rate expectations. Fitch also now applies dynamic default distributions and high prepayment rate assumptions rather than the static assumptions applied previously. Transaction Adjustment Applied: Fitch has applied its non-conforming assumptions and an OO transaction adjustment of 0.5x and buy-to-let transaction adjustment of 1.0x to foreclosure frequencies. This is because the transaction's historical performance (measured by loans in arrears for more than three months) has significantly outperformed Fitch's non-conforming index. BTL Recovery Rate Cap: The transaction's reported losses exceed those expected based on the indexed value of the properties in the pool. Fitch has therefore applied borrower-level recovery rate (RR) caps to the BTL loans in the transaction in line with those applied to non-conforming loans, where the RR cap is 85% at 'Bsf' and 65% at 'AAAsf'. Stable Asset Performance: Asset performance remains stable. As of June 2024, one‑month‑plus arrears were 13.8% (December 2024:13.2%) and three‑month‑plus arrears were 11.5% (December 2024: 10.5%). The moderate increase in arrears as a percentage of total balance is mainly due to denominator effect rather than a change in underlying performance. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by adverse changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing delinquencies and defaults that could reduce credit enhancement available to the notes. Unexpected declines in recoveries could also result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WAFF and 15% decrease of the WARR would imply the following: Class A: 'AA+sf' Class B: 'BBB+sf' Class C: 'BB+sf' Class D: 'B+sf' Class E: 'B-sf' Class F: 'CCCsf' Class G: Below 'CCCsf' Class H: Below 'CCCsf' Class X: Below 'CCCsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and potential upgrades. Fitch found that a 15% decrease in the WAFF and 15% increase of the WARR would imply the following: Class A: 'AAAsf' Class B: 'AA+sf' Class C: 'AA-sf' Class D: 'A+sf' Class E: 'A-sf' Class F: 'BBBsf' Class G: 'BB+sf' Class H: Below 'CCCsf' Class X: 'B+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the transaction closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. 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 is adequately reliable. ESG Considerations Trinity Square 2021-1 (2024 Refi) PLC has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security, due to the pool having an interest-only maturity concentration of legacy non-conforming OO loans of greater than 20%, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Trinity Square 2021-1 (2024 Refi) PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability, due to a significant proportion of the pool containing OO loans advanced with limited affordability checks, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. VODAFONE GROUP: S&P Rates New Subordinated Hybrid Securities 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue rating to Vodafone Group PLC's (BBB/Stable/A-2) new subordinated hybrid notes. The company has issued EUR1.4 billion euro-denominated ordinary subordinated hybrid securities, split into two tranches of EUR700 million each. It plans to use the issuance proceeds to refinance, via a tender process, the existing EUR1 billion hybrid note due in 2080 and $500 million (euro-equivalent of about EUR400 million based on the swapped foreign exchange rate) hybrid note due in 2081. S&P said, "We categorize the new securities as having intermediate equity content because they are subordinated to the company's senior debt obligations, cannot be called for at least six years for the first tranche (30NC6.6) and at least nine years for the second tranche (30NC9.6), and are not subject to features that could discourage or materially delay deferral. Our intermediate equity treatment reflects our assessment that Vodafone views the subordinated hybrid notes as a permanent feature of its capital structure, serving as an equity cushion to provide financial flexibility and support its credit quality. "We view the proposed transaction as a liability management transaction akin to a replacement deal, whereby EUR1.4 billion of euro-equivalent hybrid instruments are being substituted with new EUR1.4 billion hybrid securities. "Our intermediate (50%) equity content to the new hybrid issuance is consistent with previous issuances and the existing hybrid securities within Vodafone's capital structure." S&P derives its 'BB+' rating on the securities by notching down from our 'BBB' long-term issuer credit rating on Vodafone. The two-notch difference reflects: -- One notch for subordination because our long-term rating on Vodafone is 'BBB-' or above; and -- An additional notch for payment flexibility, because the option to defer interest stands with the issuer. S&P said, "The notching indicates that we consider the issuer relatively unlikely to defer interest. Should our view change, we may increase the number of notches we deduct to derive the issue rating. "Simultaneously, we are removing equity content from the EUR1.4 billion (comprising the EUR1 billion and US$500 million hybrids) that may remain outstanding following the completion of the tender offer, scheduled for Oct. 9, 2025. We continue to apply intermediate equity content to all other outstanding hybrid instruments within Vodafone's capital structure." Pro forma the proposed replacement transaction, the total euro-equivalent hybrid capital within Vodafone's capital structure is estimated to be approximately EUR7.6 billion. Recent activity and capital structure considerations Over the past three years, Vodafone has executed several hybrid capital redemptions without replacement, totaling just under 25% of the aggregate hybrid capital. These redemptions, consistently below 10% annually, and a cumulative total of less than 25% over the preceding 10-year period, are considered immaterial in accordance with our criteria. Furthermore, the company has undergone significant divestitures in recent years, having sold off approximately 25% of its EBITDA. As such, S&P believes the proportion of hybrid capital relative to total capital remains broadly consistent despite these prior redemptions. Specific details of these redemptions are outlined below: -- Hybrid capital called without replacement in 2023: euro equivalent EUR950 million, representing 9.6% of the hybrid capital. -- Hybrid capital called without replacement in 2024: euro equivalent EUR830 million, representing 8.3% of the hybrid capital. -- Hybrid capital called without replacement in 2025: euro equivalent EUR555 million, representing 5.6% of the hybrid capital. Key features of the instruments -- S&P understands that the newly issued securities and coupons are intended to constitute the issuer's direct, unsecured, and subordinated obligations, ranking below the senior obligations. -- S&P understands that the first interest reset date for the two euro-denominated tranches will be in April 2032 and April 2035. Vodafone can redeem the securities for cash up to 90 days before the first interest reset date, and on every coupon payment date thereafter. In addition, the company can call the instrument at any time through a make-whole redemption option. S&P said, "We understand that Vodafone has no intention of redeeming the instrument before the redemption window of the first reset date, and we do not consider that this type of make-whole clause creates an expectation that the issue will be redeemed before then. Accordingly, we do not view it as a call feature in our hybrid analysis, even if it is referred to as a make-whole option clause in the hybrid documentation." The securities will mature in 30 years but can be called at any time for a tax, rating, change of control, or accounting event. If any of these events occurs, Vodafone intends to replace the hybrid but is not obliged to do so. In S&P's view, this statement of intent mitigates the issuer's ability to repurchase the security. S&P said, "In our view, Vodafone's option to defer payment of interest on the proposed securities is discretionary. It may therefore choose not to pay accrued interest on an interest payment date because it has no obligation to do so. However, Vodafone would need to settle any outstanding deferred interest payment in cash if it were to pay an equity dividend or interest on equal and lower ranking securities. That said, this condition remains acceptable under our rating methodology because, once the issuer has settled the deferred amount, it can choose to defer payment on the next interest payment date. "The interest on the proposed securities will increase by 25 basis points (bps) five years after the first reset date, and a further 75 bps 20 years after the first reset date. We view the cumulative 100 bps as a moderate step up, which provides Vodafone with an incentive to redeem the instruments on their first reset date. We are unlikely to recognize the instruments as having intermediate equity content once their economic maturity falls below 20 years, which would occur after the first reset date. "Until the first reset date, we expect to classify the instruments as having intermediate equity content. We could revise our assessment if we think that the issuer is likely to call the instrument because it is about to lose the intermediate equity content." ********* 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. 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