250926.mbx

250926.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, September 26, 2025, Vol. 26, No. 193 Headlines A Z E R B A I J A N EXPRESSBANK OPEN: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable INTERNATIONAL BANK: Fitch Affirms BB LongTerm IDR, Outlook Positive F R A N C E RCI BANQUE: Moody's Assigns Ba3(hyb) Rating to EUR400MM AT1 Notes I R E L A N D ADAGIO XIII: Fitch Assigns 'B-sf' Final Rating on Class F Notes BLACK DIAMOND 2019-1: Moody's Affirms B3 Rating on EUR11MM F Notes HAYFIN EMERALD I: Moody's Affirms B3 Rating on EUR10.9MM F Notes I T A L Y MUNDYS SPA: Fitch Ups Rating on EUR5-Bil. Medium-Term Program BB+ N E T H E R L A N D S LAVENDER DUTCH: Fitch Assigns 'BB-(EXP)' IDR, Outlook Positive T U R K E Y AYDEM YENILENEBILIR: Fitch Gives B(EXP) Rating on Proposed Notes U N I T E D K I N G D O M CARDINAL ELECTRICAL: Kantara Restructuring Named as Administrators CHALMERS & SON (OPTICIANS): FRP Advisory Named as Administrators EDENLODGE ASSOCIATES: Opus Restructuring Named as Administrators LERNEN BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable N. SCOTT AUTOS: KRE Corporate Named as Administrators OYEPITAN AND OKUNNIWA: KRE Corporate Named as Administrators RUROC LIMITED: PricewaterhouseCoopers LLP Named as Administrators X X X X X X X X [] Mike Beadle joins A&M's EMEA Debt Advisory practice in London - - - - - =================== A Z E R B A I J A N =================== EXPRESSBANK OPEN: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Expressbank Open Joint Stock Company's Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also affirmed the bank's Viability Rating (VR) at 'b+'. Key Rating Drivers Expressbank's Long-Term IDR is driven by its standalone creditworthiness, as expressed by its 'b+' VR. In turn, the VR reflects the bank's limited pricing power, high cost base, and above sector-average funding costs. It also factors in a record of healthy financial metrics, particularly for asset quality and capitalisation. Moderating Growth; Retail Lending Risks: Fitch forecasts Azerbaijan's GDP growth to decelerate to 3.5% in 2025 and 2.5% in 2026, from 4.1% in 2024, reflecting a slowdown in the oil and gas sector amid lower global prices. The banking sector's average metrics have improved since 2017, with reduced loan dollarisation and legacy asset-quality risks. However, the rapid expansion of retail lending since 2021 could pose overheating risks, although the central bank takes proactive measures to mitigate credit risk in this subsector. Small Retail-Focused Bank: Expressbank is a privately owned bank, with a small 1% of sector assets and deposits and 2% of sector loans at end-1H25. The bank employs a universal business model and is focused on retail lending, which represented 65% of gross loans at end-1H25. It is complemented by micro, small and medium-sized enterprise financing. Increased Focus on Higher-Risk Lending: Expressbank has recently targeted more profitable, but higher-risk unsecured consumer and micro business lending. This will likely lead to a higher cost of risk in 2025-2026, although mitigated by low borrower concentrations and near-zero dollarisation. Loan expansion moderated to 23% in 2024 (2023: 38%), and Fitch expects it to be below 15% in 2025-2026. Low Impaired Loans, High Reserves: The impaired loans ratio fell to a low 1.2% at end-2024 (end-2023: 1.4%) on credit growth and a benign business environment, with all problem exposures fully reserved. Fitch expects the bank's asset quality metrics to slightly weaken on loan seasoning but remain within a 2%-3% range in 2025-2026, with continuing high provisioning levels. Lower Margins to Weaken Profitability: Fitch expects a recent sharp sector-wide increase in deposit interest rates, driven by regulatory changes, to reduce Expressbank's net interest margin this year by about 100bp, from 9% in 2024. This, coupled with a higher cost of risk and still limited operating efficiency, should push the bank's operating profit to below 2% of risk-weighted assets in 2025, although it should gradually recover over the next two years. Consistently High Capital Ratios: Expressbank's Fitch Core Capital (FCC) ratio was a high 23% at end-2024, although down by about 10pp from end-2022 on rapid loan growth and higher risk-weighted asset density in regulatory accounts. Fitch expects the bank's capital buffer to gradually decrease over 2025-2026, due to a greater focus on consumer loans with higher risk weights and large dividend payouts. However, the FCC ratio should remain above 20% in its baseline scenario. Material Wholesale Funding; Moderate Liquidity: Customer accounts (predominantly from retail depositors) represented 58% of liabilities at end-1H25, while wholesale funds were close to 40%. The latter mostly comprises cheap. long-term loans from state development institutions and short-term repurchase obligations. The bank's liquidity buffer is adequate, with liquid assets covering over a third of customer deposits at end-2024. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The VR and IDR could be downgraded on severe asset-quality deterioration triggering loss-making performance and reducing the bank's FCC ratio to below 15% on a sustained basis. Rapid lending growth or large dividend payouts eroding the bank's capital buffer would also be negative for ratings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The upside for Expressbank's VR and IDR is limited and would require a material strengthening of the bank's limited franchise and the bank returns to consistently high profitability, while maintaining sound asset quality and high capitalisation. Expressbank's Government Support Rating of 'no support' (ns) reflects its view that state support is unlikely to be available to Azerbaijani banks, due to the authorities' patchy record of support to the banking sector and the bank's limited systemic importance. Upside for the Government Support Rating is currently limited and would require a substantial expansion of Expressbank's franchise, making it at least moderately systemically important, and a revision of the sovereign's propensity to support the banking sector. VR ADJUSTMENTS The asset quality score of 'b+' is below the 'bb' category implied score because of the following adjustment reason: underwriting standards and growth (negative). The earnings and profitability score of 'b+' is below the 'bb' category implied score because of the following adjustment reason: revenue diversification (negative). The capitalisation and leverage score of 'b+' is below the 'bbb' category implied score because of the following adjustment reason: size of capital base (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Expressbank Open Joint Stock Company LT IDR B+ Affirmed B+ ST IDR B Affirmed B Viability b+ Affirmed b+ Government Support ns Affirmed ns INTERNATIONAL BANK: Fitch Affirms BB LongTerm IDR, Outlook Positive ------------------------------------------------------------------- Fitch Ratings has affirmed OJSC International Bank of Azerbaijan's (ABB) Long-Term Issuer Default Rating (LT IDR) at 'BB'. The Outlook is Positive. Fitch has also affirmed the bank's Viability Rating (VR) at 'bb'. The Positive Outlook reflects Fitch's expectations that the expansion of the bank's loan portfolio will moderate over the medium term, while its asset quality should remain robust on a sustained basis. Key Rating Drivers ABB's LT IDR of 'BB' is driven by the bank's standalone profile, as captured by its VR of 'bb'. The VR reflects a strong domestic franchise, solid balance-sheet structure and robust financial metrics. These are counterbalanced by the bank's exposure to the emerging and oil-dependent Azerbaijani economy. Moderating Growth; Retail Lending Risks: Fitch projects that Azerbaijan's GDP growth will decelerate to 3.5% in 2025 and 2.5% in 2026, from 4.1% in 2024, reflecting a slowdown in the oil and gas sector amid lower global prices. The banking sector's average metrics have improved since 2017, with reduced loan dollarisation and legacy asset-quality risks. However, the rapid expansion of retail lending since 2021 could pose overheating risks, although the central bank takes proactive measures to mitigate credit risk in this subsector. Leading Franchise; State Ownership: ABB is the largest bank in Azerbaijan, representing 25% of sector assets and 23% of sector loans at end-1H25. This results in the bank's strong domestic franchise and considerable pricing power. ABB is 92% state-owned. Robust Asset Structure: ABB's loan book accounted for a moderate 43% of assets at end-1H25, with equal contributions from retail and corporate lending. The bank focuses on mortgages and unsecured cash loans for its retail lending, while the corporate portfolio comprises mostly exposures to the largest local enterprises. Non-loan assets (40%) were mostly liquid and of at least 'BBB-' credit quality. ABB's balance-sheet structure is a major rating strength, as it translates into resilient asset quality and profitability, plus solid capital and liquidity buffers. Sound Loan Quality: ABB's impaired loans (Stage 3 loans under IFRS 9) rose mildly to 4.6% of gross loans at end-1H25 (end-2024: 3.5%), but these were almost fully covered by loan loss allowances. Stage 2 loans were limited (end-1H25: 1.3% of gross loans). Fitch believes the largest corporate exposures are adequately classified and provisioned for. Fitch expects the impaired loans ratio to remain below 5% in 2H25-2026, supported by loan growth and write-offs. Superior Profitability: The bank's annualised net interest income was stable at 6.1% of average earning assets (including cash and cash equivalents) in 1H25 (2024: 6%). This, coupled with good operating efficiency, led to a strong pre-impairment profit equal to 9.4% of average gross loans, while credit losses were limited. As a result, ABB's annualised operating profit/risk weighted assets (RWAs) ratio was a high 5.9% in 1H25 (2024: 6.1%). Fitch expects the bank's operating profitability to moderate in 2H25-2026, but to remain strong. Solid Capital Buffer: ABB's Fitch Core Capital (FCC) ratio decreased to 26% at end-1H25 (end-2024: 29%), owing to 18% RWA growth and dividend payments (56% of 2024 net income). Fitch expects the FCC ratio to stay above 22% over the medium term, after large dividend payouts and on projected slower loan expansion to 15%-20% in 2025-2026 (2024: 26%). Concentrated Funding, Ample Liquidity: The bank is mostly deposit-funded (end-1H25: 88% of liabilities). Single-name deposit concentration is high, with a large contribution from state-owned corporates (end-1H25: 50% of deposits), but Fitch views these depositors as stable and core to the bank. ABB's liquidity buffer is substantial in both local and foreign currencies, as reflected by a gross loans/customer deposits ratio of 61% at end-1H25. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The Outlook on ABB's LT IDR could be changed to Stable, due to an erosion of capital and liquidity buffers, following rapid asset growth and large dividend payouts. The Outlook may also be revised to Stable on material loan-quality deterioration, stemming from aggressive loan growth, and a notable moderation in the bank's profitability, resulting from substantial loan impairment charges. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of ABB's VR and LT IDR would require sustained reasonable loan quality amid moderate loan growth and a stable domestic economic environment. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS ABB's Government Support Rating (GSR) of 'no support' reflects that the support from the government of Azerbaijan cannot be relied on. This reflects the mixed and patchy record of state support provided to ABB. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES An upgrade of the bank's GSR would be contingent on a positive change in Azerbaijan's propensity to support domestic systemically important banks, as manifested in a consistent record of state support. VR ADJUSTMENTS The earnings and profitability score of 'bb+' is below the 'bbb' category implied score because of the following adjustment reason: revenue diversification (negative). The capitalisation and leverage score of 'bb+' is below the 'bbb' category implied score because of the following adjustment reason: risk profile and business model (negative). The funding and liquidity score of 'bb+' is below the 'bbb' category implied score because of the following adjustment reason: historical and future metrics (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3'means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- OJSC International Bank of Azerbaijan LT IDR BB Affirmed BB ST IDR B Affirmed B Viability bb Affirmed bb Government Support ns Affirmed ns =========== F R A N C E =========== RCI BANQUE: Moody's Assigns Ba3(hyb) Rating to EUR400MM AT1 Notes ----------------------------------------------------------------- Moody's Ratings has assigned a Ba3(hyb) rating to EUR400 million Additional Tier 1 (AT1) non-viability contingent capital instrument to be issued by RCI Banque (RCI, Baa1/Baa1 stable, baa3). RATINGS RATIONALE RCI is in the process of raising a standalone issuance of EUR400 million of AT1 notes, not included in their Euro Medium Term Notes programme. The notes are unsecured and perpetual, featuring a call option after five years. They include a non-cumulative coupon suspension mechanism and principal write-down if the Common Equity Tier 1 (CET1) ratio drops below 5.125%. AT1 securities are contractual non-viability preferred instruments. In a bank resolution scenario, they rank senior only to junior obligations, including ordinary shares and CET1 capital. Coupons may be cancelled at the bank's discretion on a non-cumulative basis, and mandatorily subject to availability of distributable funds and breach of applicable regulatory capital requirements. The Ba3(hyb) rating assigned to the notes is based on (1) the standalone creditworthiness of RCI as expressed by the bank's baa3 Baseline Credit Assessment (BCA); (2) the high loss-given-failure under Moody's Advanced Loss Given Failure (LGF) analysis, resulting in a one-notch downward adjustment from the BCA; and (3) two additional negative notches due to the risk of coupon payment skip and principal write-down. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating of the notes is mainly driven by RCI's baa3 standalone BCA which reflects the bank's strategic importance to its parent Renault S.A. (Renault, Ba1 positive), and its sound financial fundamentals, including moderate asset risk, capitalisation that is commensurate with its risk profile and good profitability. At the same time, the BCA is constrained by the bank's lack of business diversification, exposures to car dealers and high reliance on confidence-sensitive wholesale funding. RCI's Ba3(hyb) ratings may be upgraded if both its BCA and the rating of Renault were to be upgraded. An improvement in RCI's BCA could result from stronger asset quality, higher capital, improved profitability, and a greater proportion of deposits in its funding mix. Conversely, any downgrade of the bank's BCA would likely result in a downgrade of the Ba3(hyb) rating assigned to this security. Given the close ties between the captive and its automotive parent, RCI's ratings are highly dependent on the creditworthiness of Renault. Therefore, a downgrade of Renault's ratings would likely result in a similar action on RCI's ratings. A downgrade of RCI's ratings could also result from a substantial deterioration in the bank's asset quality, capital and profitability; or a deterioration in the funding profile. The principal methodology used in this rating was Banks published in November 2024. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. ============= I R E L A N D ============= ADAGIO XIII: Fitch Assigns 'B-sf' Final Rating on Class F Notes --------------------------------------------------------------- Fitch Ratings has assigned Adagio XIII EUR CLO DAC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Adagio XIII EUR CLO DAC Class A-1 Loan LT AAAsf New Rating AAA(EXP)sf Class A-2 Loan LT AAAsf New Rating AAA(EXP)sf Class A-Notes XS3134552036 LT AAAsf New Rating AAA(EXP)sf Class B XS3134552200 LT AAsf New Rating AA(EXP)sf Class C XS3134552622 LT Asf New Rating A(EXP)sf Class D XS3134552978 LT BBB-sf New Rating BBB-(EXP)sf Class E XS3134553273 LT BB-sf New Rating BB-(EXP)sf Class F XS3134553430 LT B-sf New Rating B-(EXP)sf Class X XS3134551814 LT AAAsf New Rating AAA(EXP)sf Subordinated Notes XS3134554164 LT NRsf New Rating NR(EXP)sf Transaction Summary Adagio XIII EUR CLO DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by AXA Investment Managers Inc. The collateralised loan obligation (CLO) has a 4.6-year reinvestment period and an 8.5-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 61.2%. Diversified Portfolio (Positive): The transaction includes various portfolio concentration limits, including a top 10 obligor concentration limit of 20% and maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has four matrices: two effective at closing with fixed-rate limits of 5% and 10%; and two at one year after closing with the same fixed-rate limits, provided the aggregate collateral balance (defaults at Fitch collateral value) is above the reinvestment target par balance. All four matrices are based on a top 10 obligor concentration limit of 20%. The closing matrices correspond to an 8.5-year WAL test, while the forward matrices correspond to a 7.5-year WAL test. The transaction has a reinvestment period of 4.6 years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes, lead to downgrades of one notch each for the class B to E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class C notes have a rating cushion of one notch and the class B, D, E and F notes each have a cushion of two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A to D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Adagio XIII EUR CLO DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. BLACK DIAMOND 2019-1: Moody's Affirms B3 Rating on EUR11MM F Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Black Diamond CLO 2019-1 Designated Activity Company: EUR27,000,000 Class B-1 Senior Secured Floating Rate Notes due 2032, Upgraded to Aaa (sf); previously on Mar 4, 2024 Upgraded to Aa1 (sf) EUR25,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032, Upgraded to Aaa (sf); previously on Mar 4, 2024 Upgraded to Aa1 (sf) EUR22,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa1 (sf); previously on Mar 4, 2024 Upgraded to A1 (sf) EUR25,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Baa1 (sf); previously on Mar 4, 2024 Affirmed Baa3 (sf) Moody's have also affirmed the ratings on the following notes: EUR187,000,000 (Current outstanding amount EUR84,658,769) Class A-1 Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 4, 2024 Affirmed Aaa (sf) USD34,360,000 (Current outstanding amount USD15,558,325) Class A-2 Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 4, 2024 Affirmed Aaa (sf) USD25,000,000 (Current outstanding amount USD11,320,085) Class A-3 Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 4, 2024 Affirmed Aaa (sf) EUR22,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed Ba3 (sf); previously on Mar 4, 2024 Affirmed Ba3 (sf) EUR11,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed B3 (sf); previously on Mar 4, 2024 Affirmed B3 (sf) Black Diamond CLO 2019-1 Designated Activity Company, originally issued in August 2019 and refinanced in October 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European and US loans. The portfolio is managed by Black Diamond CLO 2019-1 Adviser, L.L.C. The transaction's reinvestment period ended in August 2023. RATINGS RATIONALE The rating upgrades on the Class B-1, B-2, C and D notes are primarily a result of the significant deleveraging of the senior notes following amortisation of the underlying portfolio since the payment date in August 2024. The affirmations on the ratings on the Class A-1, A-2, A-3, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In the last 12 months, the Class A-1 notes have paid down by approximately EUR74.9 million (40.0%), while Class A-2 and A-3 have paid down collectively USD23.8 million (40.0%). As a result of the deleveraging, over-collateralisation (OC) has increased for senior and mezzanine rated notes. According to the trustee report dated August 2025[1], the Class A/B, Class C, Class D and Class E OC ratios are reported at 150.92%, 134.89%, 120.36% and 109.94% compared to August 2024[2] levels of 137.93%, 127.30%, 117.05% and 109.30%, respectively. Moody's notes that the August 2025 principal payments are not reflected in the reported OC ratios. The deleveraging and OC improvements primarily resulted from high prepayment rates of leveraged loans in the underlying portfolio. Most of the prepaid proceeds have been applied to amortise the liabilities. All else held equal, such deleveraging is generally a positive credit driver for the CLO's rated liabilities. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodologies and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR255.6m Defaulted Securities: EUR2.7m Diversity Score: 40 Weighted Average Rating Factor (WARF): 3125 Weighted Average Life (WAL): 3.53 years Weighted Average Spread (WAS) (before accounting for reference rate floors): 3.75% Weighted Average Coupon (WAC): 5.62% Weighted Average Recovery Rate (WARR): 45.23% Par haircut in OC tests and interest diversion test: 0.00% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability Moody's are analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as an account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. HAYFIN EMERALD I: Moody's Affirms B3 Rating on EUR10.9MM F Notes ---------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Hayfin Emerald CLO I DAC: EUR29,750,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Mar 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Mar 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR25,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Mar 25, 2021 Definitive Rating Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR247,250,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 25, 2021 Definitive Rating Assigned Aaa (sf) EUR28,400,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Mar 25, 2021 Definitive Rating Assigned Baa3 (sf) EUR21,600,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Mar 25, 2021 Definitive Rating Assigned Ba3 (sf) EUR10,900,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Mar 25, 2021 Definitive Rating Assigned B3 (sf) Hayfin Emerald CLO I DAC, originally issued in September 2018 and later refinanced in March 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Hayfin Emerald Management LLP. The transaction's reinvestment period will end in September 2025. RATINGS RATIONALE The rating upgrades on the Class B-1, B-2 and C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in September 2025. The affirmations on the ratings on the Class A, D, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodologies and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR401.86m Defaulted Securities: EUR1.87m Diversity Score: 53 Weighted Average Rating Factor (WARF): 2949 Weighted Average Life (WAL): 4.27 years Weighted Average Spread (WAS): 3.64% Weighted Average Coupon (WAC): 2.77% Weighted Average Recovery Rate (WARR): 43.06% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in September 2025, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. ========= I T A L Y ========= MUNDYS SPA: Fitch Ups Rating on EUR5-Bil. Medium-Term Program BB+ ----------------------------------------------------------------- Fitch Ratings has upgraded Mundys S.p.A.'s EUR5 billion Euro medium-term programme to 'BB+', from 'BB'. The Outlook is Stable. RATING RATIONALE The upgrade reflects the robust operating performance of the group's diversified asset portfolio in 2023 and 2024, which led to an improvement in its leverage profile. This underlines the group's ability to achieve its strategic targets - such as extending the portfolio's weighted-average life - without compromising deleveraging. Mundys remains acquisitive, mainly through its subsidiary Abertis Infraestructuras S.A., but is supported by an increasingly diversified dividend stream and potential asset rotation. The updated Fitch rating case projects average proportional consolidated net leverage of around 6.2x, commensurate with the new rating. KEY RATING DRIVERS Revenue Risk - Volume: 'Stronger' Mundys operates more than 50 concessions, predominantly in France, Spain, Italy and Latin America, with a weighted-average life, including recent acquisitions, of about 14 years at end-2024. Its business is well diversified, with toll roads accounting for 83% of consolidated 2024 EBITDA and airports another 13%. The group has a concentration in French toll roads, which accounted for 26% of consolidated EBITDA, despite its geographical diversification. Most assets are either national networks with no material exposure to competition, such as Sanef's motorway, or strategic assets located in large urban areas or industrial corridors. Traffic is primarily made up of light vehicles, which is more stable. The overall portfolio has a modest 2007-2019 traffic peak-to-trough change of 5% due to its geographical diversification. The group's airports have high exposure to resilient origin-and-destination leisure traffic. Revenue Risk-Price: 'Midrange' Mundys' concession frameworks are robust and generally track inflation or a portion of it. Some jurisdictions also allow the recovery of capex through tariffs, modestly detaching the group's cash flow generation from traffic volumes. Generally, tariffs have increased regularly. However, fiscal policy changes in France have created uncertainty around the stability of the regulatory environment. Infrastructure Development and Renewal: 'Stronger' The group's capex plan is manageable and has some flexibility. Mundys is well-equipped to deliver on its investment programme as it has extensive experience and expertise in implementing investments on time and on budget. Debt Structure: 'Midrange' The non-amortising nature of most of Mundys' debt and the lack of material structural protection are weaknesses. However, refinancing risk is mitigated by a well-diversified range of bullet maturities, a proactive and prudent debt management policy and proven access to banks and capital markets, even in uncertain times. Liquidity for the restricted group, including Mundys, Abertis and Aeroporti di Roma, is adequate. Cash and committed lines cover debt maturities at least until end-2026 under the Fitch rating case. Financial Profile The Fitch base case projects a decrease in the group's proportional consolidated net leverage to 5.1x by 2029, from 6.3x in 2024, driven by the progressive deleveraging of Abertis and robust cash flow contribution from Aeroporti di Roma and Costanera, the Chilean motorway operator. The Fitch rating case assumes more cautious operational expansion and lower operating leverage, which will result in proportional consolidated net leverage declining to 6.0x by 2029. PEER GROUP Mundys has common features with France's Vinci SA (A-/Stable). Both are global infrastructure operators with a focus on brownfield toll road, airport concessions and resilient traffic profiles due to their diversification, which is reflected in their 'Stronger' volume risk assessment. Vinci also shares similar pricing systems across different jurisdictions and senior unsecured bullet debt structure to Mundys. Both have balance-sheet flexibility. Nevertheless, Vinci's much lower projected leverage of less than 3.0x places its rating in the 'A' category, although exposure to the construction and energy-transition businesses results in tighter rating sensitivities than for a pure concessionaire. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A material increase in Mundys' debt from its expectation, deterioration in the company's liquidity to below the next 12 months of debt maturities or a reduction in group balance-sheet flexibility could lead to a widening of the notching on its notes rating from the consolidated group credit assessment. - Proportional consolidated net leverage above 6.5x on a sustained basis under Fitch rating case may lead to a negative rating action. Fitch may tighten this sensitivity and the associated debt capacity if the business risk profile or average concession tenor adversely changes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Clear visibility on the capital structure and proportional consolidated net leverage consistently below 6.0x under the Fitch rating case Rating Approach Fitch rates Mundys' debt on the basis of the group's proportional consolidation, by considering its majority stakes and operational control over its subsidiaries. Further, Fitch assesses the company's access to the cash flow generation of most subsidiaries through control of their dividend and financial policies and, therefore, its ability to re-leverage these assets, if needed. Abertis is included on a proportional consolidated basis, in line with Mundys' 50% equity stake. Fitch rates Mundys' debt one notch below the proportional consolidated credit profile given its structural subordination to subsidiaries' debt. Good financial flexibility and reasonable liquidity mitigate the high leverage at the company and the restrictions embedded in Abertis's governance. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Mundys S.p.A. Mundys S.p.A./Toll Revenues - Senior Unsecured Debt/1 LT LT BB+ Upgrade BB ===================== N E T H E R L A N D S ===================== LAVENDER DUTCH: Fitch Assigns 'BB-(EXP)' IDR, Outlook Positive -------------------------------------------------------------- Fitch Ratings has assigned Lavender Dutch BorrowerCo B.V. an expected Long-Term Issuer Default Rating (IDR) of 'BB-(EXP)', with a Positive Outlook. Fitch has also assigned an expected senior secured debt rating of 'BB+(EXP)' to the company's prospective seven-year USD2,375 million equivalent term loan B (TLB) with a Recovery Rating of 'RR2'. Lavender was formed to acquire the Essential Home (EH) business following its carve-out from Reckitt Benckiser Group plc. The IDR reflects EH's moderately diversified portfolio of global and national consumer product brands, balanced against strong profitability and adequate leverage. The Positive Outlook reflects receding execution risks and the prospect of an improved credit profile from 2028, on completion of its separation from Reckitt. This would materially improve free cash flow (FCF), which could support a single-notch upgrade. The assignment of final ratings is subject to completion of the carve-out and final debt documentation conforming to the information already received. Key Rating Drivers Complex Carve-Out Risk: Advent will acquire 70% of Reckitt's EH portfolio, with Reckitt retaining a 30% minority stake. Fitch expects the acquisition to be completed by end-2025, with full separation in about two years. Fitch expects material separation costs to be mostly incurred in 2026-2027, alongside some dual-running costs under TSA (transaction services agreements), which would pressure FCF. The separation costs relate to EH's manufacturing reconfiguration, including outsourcing 23% of volumes currently produced by Reckitt. The separation risk is considerable as it involves commercial, supply and corporate functions, but is adequately mitigated by Reckitt maintaining a large equity stake. A USD300 million vendor loan, which Fitch treats as equity, and the provision of additional liquidity in cash, further mitigate the risk. In addition to TSAs, Reckitt has signed manufacturing services agreements to ensure a smooth transition within two years, with a 12-month extension for select services. FCF Volatility on Separation: Fitch assumes that the separation will be completed on schedule by end-2027 and within budget, which will drive the IDR trajectory over the medium term. Fitch expects FCF to be negative to neutral after absorbing separation costs and one-off working-capital outflows in 2026 and 2027. On completion of the separation, Fitch expects EH will generate double-digit FCF margins, supported by high EBITDA margins, manageable interest payments and limited capex needs (average capex under 1% of revenue between 2025 and 2029). This, alongside a slight improvement of moderate credit metrics, could support an upgrade to 'BB'. Conversely, delays, cost overruns and separation-related operational disruptions will likely lead to negative rating actions. Strong Homecare Product Portfolio: EH's credit profile benefits from a moderately diversified portfolio of competitive branded homecare products. This is underpinned by leading international brands, such as Air Wick, Cillit Bang, Calgon, Woolite, Mortein and SBP. The rating benefits from a cross-regional presence in North America (36% of revenues in 2024), Europe and Australia and New Zealand (46%), and Latin America (18%). The company's consumer staples offering is supported by resilient demand in downturns. Concentration on Air Wick: About half of the revenue (46% in 2024) comes from Air Wick, a leader in the air care category. The concentration risk is partly mitigated by the brand's strong global presence and recurring revenue, as it primarily competes in the devices subsector, accounting for about 80% of the brand's revenue in 2024, due mostly to refills. EH's other top 14 brands, which are regional leaders in their respective home care categories, account together for about 40% of revenue, further reducing single brand concentration risk. Moderate Credit Metrics: The rating is supported by EH's moderate credit metrics. Fitch projects Fitch-estimated EBITDA leverage of about 4.5x at end-2025, before declining toward 4.0x by end-2028. Fitch forecasts EBITDA interest coverage at slightly above 4.0x at end-2028. Both metrics are in line with a 'bb' rating category. Temporary Sales Decline: EH sales have been temporarily affected by a challenging macroeconomic environment, which has led to weak consumer sentiment and retailers destocking, alongside continued competition across categories and markets. The company reported a 5.1% decline in volumes and a 1.4% decline in prices in 1H25, and Fitch expects some stabilisation in 2H25, driven by improved consumer demand and management initiatives. Fitch expects the company will continue to invest in marketing and innovation, which, combined with recovering consumer sentiment and demand, should support revenue CAGR 2.8% in 2025-2029. Strong Profitability; Moderate Margin Expansion: Fitch expects EH to maintain strong EBITDA margins for the rating of above 22% with moderate expansion in 2026-2029, as savings would largely be reinvested in marketing and innovation. The company targets between USD41 million and USD87 million of savings by 2027, mainly from procurement optimisation, operating expenses rationalisation and manufacturing reconfiguration. Highly Competitive Industry; Resilient Demand: EH provides consumer staples that have demonstrated resilience through economic cycles, underpinning its expectation of low- to single-digit revenue growth. Nevertheless, home care is also highly competitive, requiring sustained investments in marketing and product innovation to address evolving consumer needs and protect profitability and market share. The company's plan to increase spending on both is credit positive and supports EH's brand competitiveness. Peer Analysis EH is rated below Reynolds Consumer Products Inc. (BB+/Stable), a producer of cooking products and tableware. Both companies operate in consumer products, although different categories, have similar EBITDA of over EUR500 million and high revenue concentration on core brands. The rating differential mainly reflects Reynolds' more conservative financial policy, with EBITDA gross leverage of below 3x and sustainable positive FCF generation. EH is also rated below Birkenstock Holding plc (BB+/Stable), a German shoe producer, which is of comparable scale and also has high exposure to a single brand, although narrower product diversification. The latter is more than balanced by sharply lower leverage and stronger operating profitability, resulting in the two-notch rating differential. EH is rated above Opal Bidco 4 SAS (Opella; B+/Stable), one of the leading companies in consumer health, despite the latter's larger scale, more diversified product portfolio and comparable EBITDA margin. This is due mainly to Opella's less conservative financial policy, with EBITDA gross leverage projected at above 6.5x over 2025-2026 after the carve-out from Sanofi. Key Assumptions - Organic revenue to decline moderately in 2025, affected by soft consumer sentiment and retailers' destocking, followed by average 2.8% annual increase in 2026-2029 - EBITDA margin at 21.3% in 2025, before gradually rising to 22.6% in 2029 - Capex at about 1% of revenue over 2025-2029 - Working capital outflow of USD73 million in 2026 and USD21 million in 2027 - No dividend payments Recovery Analysis In its recovery analysis, Fitch follows the generic approach applicable to 'BB' category issuers and treat the new TLB as category 2 first-lien debt, which receives a two-notch uplift from the IDR, leading to a 'BB+' rating with 'RR2'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage consistently above 5.0x as a result of weak carve-out execution, including larger-than-expected separation cost or working capital outflows, or an extended period of operating weakness - Neutral FCF margin - EBITDA interest coverage remaining below 3.5x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Completion of the separation leading to steady EBITDA expansion and FCF margins sustainably above 3% - EBITDA leverage consistently below 4.5x - EBITDA interest cover sustained above 4.0x Liquidity and Debt Structure Fitch forecasts EH's available cash balance at about EUR260 million at end-2025 (after restricting USD40 million of cash for operating needs). FCF will be affected by the separation costs and working capital outflows, mainly in 2026 and 2027. Solid operating performance with normalising working capital and limited capex should support strongly positive FCF from 2028. EH also has access to a USD500 million revolving credit facility, which Fitch expects to remain fully undrawn in 2025-2029. It has no major debt maturing before 2032, when the new USD2,375 million TLB comes due. Issuer Profile EH is one of the leading companies in home care, operating in more than 70 markets across the categories of air care (46% of 2024 sales), surface (23%), laundry (21%) and pest (10%). Date of Relevant Committee 12 September 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 ----------- ------ -------- Lavender Dutch BorrowerCo B.V. LT IDR BB-(EXP) Expected Rating senior secured LT BB+(EXP) Expected Rating RR2 =========== T U R K E Y =========== AYDEM YENILENEBILIR: Fitch Gives B(EXP) Rating on Proposed Notes ---------------------------------------------------------------- Fitch Ratings has assigned Aydem Yenilenebilir Enerji Anonim Sirketi's proposed notes an expected senior secured 'B(EXP)' rating, in line with its Long-Term Issuer Default Rating (IDR). Fitch has affirmed its Long-Term Issuer Default Rating (IDR) at 'B' with Positive Outlook. The Recovery Rating on the notes is 'RR4'. The final rating is contingent on final bond documentation conforming materially to information already received. The proceeds will be used to prepay Aydem's existing notes. The Positive Outlook reflects its expectation of stronger credit metrics from 2026, due mainly to moderate capex. The rating trend will mainly depend on the pace of Aydem's deleveraging, while its exposure to merchant prices and FX gradually rises, due to the expiry of feed-in tariffs (FiT). The rating reflects Aydem's large exposure to the Turkish economy, small domestic market share, a decreasing share of FiT-eligible generation, and rising FX risks. Rating strengths are low offtake risk, supportive regulation, strong asset base with high profitability, and consistently positive free cash flow (FCF). Key Rating Drivers Expected Notes Terms: The notes will constitute direct, secured, unsubordinated and unconditional obligations of Aydem. They will rank pari passu among themselves and equally with all other unsecured and unsubordinated obligations and will be subordinated to existing or future debt secured by liens not forming part of the collateral. Fitch expects bondholders to benefit from a comprehensive set of high-yield covenants. These include limitations on debt incurrence, liens, restricted payments, affiliate transactions, asset sales, debt layering and mergers. The proceeds will be used to purchase all existing notes totalling USD539 million and to pay fees related to the new issuance. The bond will amortise in five equal instalments of 10% of the issue size, beginning 2.5 years after issuance, with the remainder payable at maturity in 2030. Fitch assumes the cost of debt will be higher than on the current bonds, and broadly in line with other similarly rated Turkish companies. Weaker 1H25 Results: Aydem's performance in 1H25 was below its forecast, due mainly to weaker hydrology conditions and softer spot electricity prices. Generation in 1H25 was 1,170 GWh, 12% lower than a year ago, and EBITDA was USD65 million, down from USD95 million in 1H24. The company expects electricity production to largely recover in 2H25, backed by strong electricity generation in the second and third quarters. Fitch expects EBITDA of USD120 million-125 million for 2025, reflecting lower output in 1H25 and its current estimate of merchant prices and premiums achieved by Aydem. Reduced cash flow from operations will lead to funds from operations (FFO) net leverage of 4.5x at end-2025, which is adequate for the rating. Stronger Financial Profile: Fitch forecasts the company to deleverage from 2026, with a FFO net leverage average of 3.7x in 2026-2028, below its positive sensitivity, supporting the Positive Outlook. In the rating case this would be backed by higher production, expected cash flow from operations of about USD85 million-90 million a year, and capex for wind and hybrid projects averaging only USD24 million a year. Fitch forecasts FFO interest coverage at about 2.6x on average over 2026-2028, slightly above the positive sensitivity of 2.5x. Rising Merchant Exposure: As of 30 June 2025, Aydem's average remaining FiT period was 1.3 years. Fitch forecasts the share of FiT-eligible revenue to fall to 43% in 2025 and 11% in 2027-2028, from 72% in 2024, as FiTs for its hydro and wind plants gradually expire. The increasing merchant exposure will also raise FX risk, which historically has largely been neutralised by the indexation of FiT-based production. In November 2024 Fitch tightened the company's debt capacity for the 'B' rating by 0.5x to reflect its rising merchant exposure and FX risk. Premium Over Merchant Prices: Merchant prices are about USD69/MWh in 2025, while Aydem's average selling price is higher at USD83/MWh. This is a result of peak price effects (hydro power plants with reservoir capacity can optimise their generation profile during peak price periods), premium on bilateral agreements with related-party supply companies, and ancillary services at Goktash hydro power plants. Fitch forecasts Aydem's effective selling price at USD78/MWh over 2026-2028, accounting for mechanisms that allow production to be sold on average above the merchant price. Moderate Capex Programme: In 2025-2028 Aydem plans to put into operation 140MW of new capacity in hybrid solar and wind plants. Fitch therefore forecasts cumulative growth capex USD89 million in 2025-2028, with most of it to be spent in 2026-2027. Aydem has cut back its capex programme since 2021, when it had planned to commission around 700MW by 2023, underlining its disciplined approach to growth and leverage. New Capacity Boosts Diversification: On 30 August 2025, hydro plants represented 71% of Aydem's installed capacity, down from 84% at end-2021. Hydro output depends on weather and drives cash flow volatility; however, it has a very long residual life. Hydro should fall to 64% by 2028, while wind and solar should rise to 36%, making Aydem's generation more diversified (also geographically across Turkiye) and production less volatile. However, the company is still exposed to merchant price risk. Optional Battery and Renewable Projects: Aydem has optional projects of 500MW each in battery storage and additional renewable capacity in solar and wind. This project is not part of its rating case. Its potential USD400 million cost will require debt funding, resulting in leverage inconsistent with an upgrade. However, Fitch would expect management to pursue mitigating actions if the project goes ahead, based on its plan to gradually deleverage to net debt/EBITDA of below 3.5x. Peer Analysis Aydem shares the same operating and regulatory environment in Turkiye, and has comparable scale and market share, as Zorlu Enerji Elektrik Uretim A.S. (B+/Stable) and Limak Yenilenebilir Enerji Anonim Sirketi (Limak; BB-/Negative). Zorlu and Limak benefit from higher revenue visibility than Aydem, due mainly to a higher share of renewables generation under YEKDEM and, for Zorlu, the presence of material regulated businesses, which results in higher debt capacity. Aydem and Limak's exposure to hydro leads to more volatile generation volumes compared with stable production at Zorlu's geothermal power plants. Aydem's financial profile is similar to Zorlu's and weaker than Limak's. Aydem's business profile compares well with that of Uzbekhydroenergo JSC (BB/Stable, Standalone Credit Profile at b+) - a Uzbekistan-based hydro power generator - due to higher revenue visibility supported by FiT and better asset quality. Uzbekhydroenergo has a similar debt capacity to Aydem but it is based on gross leverage. Uzbekhydroenergo's stronger Standalone Credit Profile is supported by lower leverage. Aydem faces a weaker operating and regulatory environment than Energia Group Limited (BB/Stable), an integrated electricity generation and supply company operating across Northern Ireland and the Republic of Ireland. Energia benefits from a higher share (65%) of regulated and quasi-regulated EBITDA and a higher debt capacity than Aydem. Its financial profile is also moderately stronger. Key Assumptions Fitch's Key Assumptions within its Rating Case for the Issuer: - GDP growth in Turkiye of 3.7% a year over 2025-2028; inflation of 34% in 2025 and averaging 21% a year in 2026-2028 - Electricity generation volumes at 2.1-2.5 TWh annually over 2025-2028 - Effective selling price of around USD77/MWh over 2025-2028 - Capex totalling around USD100 million over 2025-2028; battery project not included in forecasts Recovery Analysis Key Recovery Rating Assumptions - Its recovery analysis assumes that Aydem would be a going concern in bankruptcy and that the company would be reorganised rather than liquidated. - Fitch assumes a 10% administrative claim. - Its going-concern EBITDA estimate of USD99 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the valuation of the company. - Fitch assumes an enterprise value multiple of 5x. - These assumptions result in its waterfall generated recovery computation for the senior secured debt in the 'RR2' band. However, under Fitch's Country-Specific Treatment of Recovery Ratings Criteria, the Recovery Rating for Turkish corporate issuers is capped at 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Generation volumes or prices well below current forecasts, higher investment, a reduction in profitability on a sustained basis or a more aggressive financial policy leading to inability to maintain FFO net leverage below 4x and FFO interest cover above 2.5x on a sustained basis, would result in the revision of the Outlook to Stable. - FFO net leverage above 5x and FFO interest cover below 1.7 x on a sustained basis would lead to a downgrade. - Inability to secure liquidity to meet bond amortisation payments on a timely basis would lead to a downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increased visibility on new investments and ability to maintain a stronger financial profile and materially positive FCF, with FFO net leverage below 4x and FFO interest cover above 2.5x on a sustained basis would lead to an upgrade. Liquidity and Debt Structure As of 30 June 2025, Aydem had TRY872 million of cash and funds in an interest reserve account of TRY623 million. Fitch also expects the company to generate positive pre-dividend FCF of around TRY2,975 million in 2025. Aydem was able to repay its scheduled bond of USD67 million in March 2025 and August 2025. Aydem plans to refinance the existing bond by placing a new USD550 million notes due 2030, which will have five equal amortisation payments of USD55 million (10% of the outstanding bond amount) every six months from March 2028, and a final payment of USD275 million in 2030. The refinancing will improve the company's liquidity profile, with no debt maturities until early 2028 Issuer Profile Aydem is a small renewable energy producer operating hydro, wind and solar power plants across Turkiye. 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 ----------- ------ -------- ----- Aydem Yenilenebilir Enerji Anonim Sirketi LT IDR B Affirmed B senior secured LT B Affirmed RR4 B senior secured LT B(EXP) Expected Rating RR4 =========================== U N I T E D K I N G D O M =========================== CARDINAL ELECTRICAL: Kantara Restructuring Named as Administrators ------------------------------------------------------------------ Cardinal Electrical Ltd was placed into administration proceedings In the High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies, No CR-2025-006236, and Anthony Murphy of Kantara Restructuring Limited, were appointed as administrators on Sept. 9, 2025. Cardinal Electrical engaged in electrical installation. Its registered office and principal trading address is at 1 The Briars Waterberry Drive, Waterlooville, Portsmouth, Hampshire, England, PO7 7YH The joint administrators can be reached at: Anthony Murphy Kantara Restructuring Limited Westgate House, 9 Holborn London EC1N 2LL Optional alternative contact name: Jose Casal email: London@harrisonsuk.com CHALMERS & SON (OPTICIANS): FRP Advisory Named as Administrators ---------------------------------------------------------------- Chalmers & Son (Opticians) Ltd was placed into administration proceedings in the High Court of Justice in the High Court of Justice Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number: CR-2025-MAN-001262, and Lila Thomas and Jessica Leeming of FRP Advisory Trading Limited were appointed as administrators on Sept. 8, 2025. Ultimate Creative engaged in human health activities. Its registered office is at 36 Albany Road, Cardiff, CF24 3RQ (to be changed to FRP Advisory Trading Limited, Derby House, 12 Winckley Square, Preston, PR1 3JJ) Its principal trading address is at 36 Albany Road, Cardiff, CF24 3RQ The joint administrators can be reached at: Lila Thomas Jessica Leeming FRP Advisory Trading Limited Derby House 12 Winckley Square Preston, Lancashire, PR1 3JJ For further details, contact: The Joint Administrators Tel: 01772 440700 Alternative contact: James Lancaster Email: James.lancaster@frpadvisory.com EDENLODGE ASSOCIATES: Opus Restructuring Named as Administrators ---------------------------------------------------------------- Edenlodge Associates Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006246, and Colin David Wilson and Mark Siddall of Opus Restructuring LLP were appointed as administrators on Sept. 10, 2025. Edenlodge Associates, trading as Blazing Donkey Country Hotel, engaged in licensed restaurants, public houses and bars. Its registered office is c/o RPGCC, 40 Gracechurch Street, London, EC3V 0BT Its principal trading address is at Blazing Donkey Country Hotel, Hay Hill, Ham, Eastry, Sandwich, CT14 0ED The joint administrators can be reached at: Colin David Wilson Mark Siddall Opus Restructuring LLP Radian Court, Knowlhill Milton Keynes, MK5 8PJ For further details, contact: The Joint Administrators Email: edenlodge@opusllp.com Alternative contact: Rizwana Patel LERNEN BIDCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Lernen Bidco Limited's (Cognita) Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook is Stable. Fitch has also affirmed the company's EUR1,345 million and USD625 million term loans B (TLBs) at 'B', with a Recovery Rating of 'RR4'. The borrowing entities are Lernen Bidco Limited and Lernen US Finco LLC. The affirmation reflects Fitch's forecast that EBITDAR gross leverage and EBITDAR interest coverage will improve towards 7.0x and 1.8x, respectively, by the financial year to August 2027 (FY27). The company's operational performance in FY25 was largely in line with its expectations, but higher capex and one-off costs in FY26 means that free cash flow (FCF) will only turn structurally positive in FY27, exhausting rating headroom for the next 18 to 24 months. The Stable Outlook reflects its expectations that Cognita will exercise a disciplined approach to funding M&A and development projects with FCF and leverage remaining within its sensitivities for the 'B' rating by FY27. A reduced deleveraging path, with return to predominantly debt-funded M&A and/or development projects may lead to negative rating action. Key Rating Drivers Reduced Rating Headroom: The additional debt incurred in FY25 has exhausted the rating headroom under the 'B' IDR, as Fitch now expects leverage to reduce to 7x only in FY27. The company has performed largely in line with expectations. However, growth in Europe has been slower than expected, including the divestment of UK schools. Fitch expects EBITDA margin to have been about 20% in FY25, affected by larger than expected overheads, including about GBP20 million of reorganisation, new school ramp-up and recurring M&A charges that are included in Fitch-calculated EBITDA. Fitch expects material deleveraging in FY26 and FY27, but larger than expected development capex in FY26 means FCF will only turn structurally positive in FY27. The capex predominantly relates to capacity expansion across the school portfolio, but also a larger partnership investment in the US. The company plans to fund new development projects on an asset-light basis so that the project partner will fund the construction project, meaning limited capex for Cognita. Shift to Asset-Light Greenfields: Fitch expects the company to shift its focus from predominantly M&A growth towards more partner-funded greenfield projects. New school builds will likely be focused on strategically important regions, such as North America and the Middle East. This is less capex-intensive than Cognita's history of development expenditure, but there is still an element of a ramp-up period affecting profitability, compared with the M&A of already profitable schools. Resilient Growth: Its rating case includes revenue growth of about 9% in FY25 and 3% in FY26, where a reduced student base in Europe (UK school divestments) is balanced by double-digit student growth in the Middle East and growing student revenue across all regions. Fitch forecasts high-single digit organic revenue growth in FY27-FY28, supported by mid-single digit student growth as development projects in Asia and the Middle East ramp up, and low single digit revenue-per-student growth. Impact from UK Disposals: Cognita has reorganised its UK portfolio, with about 20 of its UK-based schools disposed of or closed. Fitch expects this to have a limited impact on profitability and cash flow, with UK entities margin dilutive to the overall operations, and most divestment/closure expenses covered by disposal proceeds. The disposals are in line with the company's increased focus on larger, profitable schools, as it has grown globally and in scale but were accelerated by the impact of VAT on UK school performance. Strong Liquidity, Adequate Funding: The company had about GBP370 million of Fitch-defined cash at FYE25 and an undrawn GBP310 million revolving credit facility (RCF). This sufficiently covers forecast negative FCF (including expansion capex and scheduled deferred consideration/signed M&A) of GBP170 million in FY26 and GBP90 million in FY27. Fitch includes about GBP175 million of M&A consideration in FY26-FY28 (down from GBP450 million previously). This leaves about GBP200 million of undrawn RCF available at FYE28. Global Scale, Top Schools Dominate: Cognita increased its presence in the Middle East with large acquisitions over FY23-FY25. Fitch expects the region to contribute about 30% of group EBITDA (before central costs) in FY26, on par with Asia at about 32%, and ahead of Latin America, Europe and North America at about 22%, 13% and 2%, respectively. The top 10 schools represented about 37% of revenue and 50% of EBITDA before central costs in FY25. Exposure to expatriate, often premium (versus local, mid-market) students is greater in the Asian and Middle East portfolio, while the higher volume, lower-fee Latin American portfolio focuses on local students. Revenue Predictability, High Retention Rates: The private-pay, K-12 market has strong revenue visibility with a long average student stay, typically eight to 10 years for local students and four to six years for expat students. Switching costs are high, and tuition fees are a non-discretionary expense, as demonstrated by Cognita's above-inflation price increases and resilient enrolment across the economic cycle. The student retention rate is about 80% including graduation and is supported by more local students in Europe and Latin America (together around 35% of EBITDA before central costs expected in FY26). Some Execution Risks Persist: Fitch sees inherent execution risks from recently established or newly built schools as they only gradually fill capacity. This is mitigated by the high visibility of the competitive environment with long lead times (and therefore predictable ramp up of new students), use of strong brands and reputation, including academic record and parental scoring. Peer Analysis Cognita benefits from a diverse portfolio in geography, expat and local student intake, curriculums and price points compared with private, for-profit education providers in the 'B' rating category globally. The global private education sector continues to grow, and annual fee increases tend to be at or above inflation. GEMS Menasa (Cayman) Limited is Dubai concentrated, but its K-12 portfolio covers different price points - premium to mid-market - and curriculums. Both GEMS and Cognita have long-dated revenue taken from their average student stay. Global University Systems Holding B.V. (GUSH; B/Positive) has wider breadth than Cognita and GEMS' K-12 schools. However, it offers shorter education, typically three to four years (longer for part time), whereas retention is higher for primary and secondary schools. As GUSH has expanded, its reliance on international student enrolments has grown. GEMS has larger scale and stronger profitability than Cognita, but this is counterbalanced by the latter's diversified operations by geography and regulatory end-markets, as opposed to Dubai-centred GEMS. Cognita benefits from much larger scale than Arden Bidco Limited (Arden University; B(EXP)/Stable), with revenue nearly 5x greater than Arden. Cognita is more diversified geographically and by brand and has stronger revenue visibility from K-12 education with a sticker revenue base. Arden University, targeting working adults for blended (in-person/virtual learning) and distance (online) learning, has higher churn rates, but benefits from stronger profitability and FCF margins. Key Assumptions - Revenue growth of about 9% in FY25, 3% in FY26 (including UK disposals) and about 8% in FY27 (organic) - Fitch-defined EBITDA margin increasing at 20.4% in FY25, increasing towards 22% in FY26 and 23% in FY27 - Cash-based leases rising to around GBP70 million a year in FY26 and FY27 - Working-capital inflow of about 2% of revenue a year to FY28 - Capex (maintenance and expansion) of GBP115 million in FY25, GBP190 million in FY26, reducing towards GBP90 million in FY27 - Scheduled deferred/signed acquisition consideration of GBP190 million in aggregate in FY26 and FY27 - GBP175 million of M&A spending in aggregate in FY26 to FY28 Recovery Analysis Its recovery analysis assumes that Cognita would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA of GBP180 million (increased from GBP171 million) reflects stress assumptions that may be driven by weaker operating performance and an inability to increase students and pricing according to plan with lower overall utilisation rates, adverse regulatory changes or weaker economic growth in key markets with reduced pricing power. Fitch has increased the GC EBITDA to reflect the acquisitions made by the group. Fitch has applied an enterprise value multiple of 6.0x to the GC EBITDA to calculate a post-reorganisation enterprise value. This is based on well-invested operations, strong growth prospects with medium- to-long term revenue visibility and diversified global operations but is constrained by weaker profitability than peers. The multiple is in line with Fitch-rated wider education sector peers. Fitch assumes Cognita's RCF will be fully drawn on default, ranking equally with its aggregate EUR1,345 million and USD625 million senior secured TLBs. Fitch treats local prior-ranking debt as super senior in its debt waterfall. Based on current metrics and assumptions, its analysis generates a ranked recovery in the 'RR4' band for the senior secured debt. This indicates a 'B' instrument rating for the TLBs, aligned with the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to increase students and pricing according to plan with lower overall utilisation rates, adverse regulatory changes or a general economic decline with lower revenue growth - EBITDAR leverage remaining structurally above 7.0x, owing to operational underperformance or an appetite for debt-funded acquisitions. Fitch will also be guided by EBITDAR net leverage remaining structurally above 6.5x. - EBITDAR fixed charge coverage remaining structurally below 1.8x - Neutral to negative FCF (post-expansion capex and scheduled earn-outs) with reduced liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of growth strategy with improved scale of operations, including profitability and FCF generation - EBITDAR leverage structurally below 5.5x, including clarity on capital allocation from management that would keep leverage structurally below this level - EBITDAR fixed-charge coverage sustained above 2.5x - Consistently positive mid-single-digit FCF margin Liquidity and Debt Structure Cognita's Fitch-adjusted cash position was about GBP370 million at FYE25, and Fitch estimates it at GBP200 million in FY26. Fitch forecasts negative FCF (after expansion capex and scheduled deferred payments) of about GBP170 million in FY26 and GBP90 million in FY27. This is sufficiently covered by available cash and a GBP310 million undrawn RCF. Fitch includes about GBP175 million of acquisitions in FY26-FY27. Fitch restricts GBP30 million of cash for some overseas accounts. These are available for investments and projects locally, but Fitch believes they are not readily available for debt service at the issuer level. Refinancing risk is mitigated by Cognita's deleveraging capacity, resilient business profile and positive underlying cash flow generation. The RCF and euro TLBs mature in October 2028 and April 2029, respectively, and the US dollar-denominated TLB in 2031. Refinancing risk is manageable, absent material debt-funded acquisitions/development projects and given continued deleveraging and improved debt service metrics. Issuer Profile Cognita is a global private-pay, for-profit, K-12 educational services group that operates around 100 schools across 20 countries in Asia, Europe, North America and the Middle East with more than 14,000 employees. Summary of Financial Adjustments - Fitch views leases as a core financing decision for Cognita under its property-based services, unlike other service providers, and therefore use lease-adjusted metrics in assessing its financial risk profile. - The company's long-dated real estate leases (some more than 20 years) mean that Fitch calculates lease liabilities by capitalising lease cost proxy, calculated as the sum of its annual cash lease, at an 8x multiple, which is similar to the implied lease multiple used for other education peers. 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 ----------- ------ -------- ----- Lernen Bidco Limited LT IDR B Affirmed B senior secured LT B Affirmed RR4 B Lernen US Finco LLC senior secured LT B Affirmed RR4 B N. SCOTT AUTOS: KRE Corporate Named as Administrators ----------------------------------------------------- N. Scott Autos Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in England and Wales, Insolvency and Companies List, Court Number: CR-2025-006220, and Christopher Errington and Paul Ellison of KRE Corporate Recovery Limited were appointed as administrators on Sept. 9, 2025. N. Scott Auto engaged in maintenance and repair of motor vehicles. Its registered office and principal trading address is at Unit 1, Hinton Road, Longworth, Abingdon, Oxfordshire, OX13 5EA. The joint administrators can be reached at: Christopher Errington Paul Ellison KRE Corporate Recovery Limited Unit 8, The Aquarium 1-7 King Street Reading, Berkshire RG1 2AN For further details, contact: Chloe Brown Tel No: 01189 479090 Email: chloe.brown@krecr.co.uk OYEPITAN AND OKUNNIWA: KRE Corporate Named as Administrators ------------------------------------------------------------ Oyepitan and Okunniwa Limited was placed into administration proceedings In the High Court of Justice, Court Number: CR-2025-006231, and Paul Ellison and Chris Errington of KRE Corporate Recovery Limited were appointed as administrators on Sept. 9, 2025. Oyepitan and Okunniwa is a manufacturer of perfumes and toilet preparations. Its registered office is at Unit 8 The Aquarium, 1-7 King Street, Reading RG1 2AN Its principal trading address is at The Enterprise Centre University Of East Anglia, Earlham Road, Norwich, NR4 7TJ The administrators can be reached at: Chris Errington Paul Ellison KRE Corporate Recovery Limited Unit 8, The Aquarium 1-7 King Street Reading, RG1 2AN For further details, contact: Chloe Brown Email: chloe.brown@krecr.co.uk Tel No: 01189-479090 RUROC LIMITED: PricewaterhouseCoopers LLP Named as Administrators ----------------------------------------------------------------- Ruroc Limited was placed into administration proceedings In the High Court of Justice, Business and Property Courts in Birmingham, Insolvency and Companies List (ChD), No CR-2025-BHM-000492, and Timothy Andrew Higgins, Edward Williams, and Ross David Connock of PricewaterhouseCoopers LLP were appointed as administrators on Sept 12, 2025. Ruroc Limited is a manufacturer of sports goods. Its registered office and principal trading address is at Old Hall, Dunstall, Burton-On-Trent, England, DE13 8BE. The joint administrators can be reached at: Timothy Andrew Higgins Edward Williams PricewaterhouseCoopers LLP 1 Chamberlain Square Birmingham, B3 3AX -- and -- Ross David Connock PricewaterhouseCoopers LLP 2 Glass Wharf Bristol, BS2 0FR For further details contact: Tel No: 0113 289 4000 Email: uk_ruroc_enquiries@pwc.com =============== X X X X X X X X =============== [] Mike Beadle joins A&M's EMEA Debt Advisory practice in London ---------------------------------------------------------------- Leading global professional services firm Alvarez & Marsal (A&M) continues to expand its debt advisory offering across Europe with the appointment of Mike Beadle as a Managing Director in London. The senior hire builds on the sustained growth of A&M's Debt Advisory practice which now comprises nearly 40 people across EMEA in A&M's offices in London, Manchester, Frankfurt, Paris and Dubai. Mr. Beadle's arrival also closely follows the appointment of Heinrich Kerstien as a Managing Director in Germany. At A&M, Mr. Beadle will focus on expanding A&M's corporate client coverage across EMEA, addressing growing demand from corporates for support in navigating increasingly sophisticated and complex debt markets. The firm has advised on a series of high-profile corporate mandates in recent months, including Frasers Group’s £3 billion refinancing. Mr. Beadle brings over 25 years of experience in financial advisory and banking, having advised corporate clients on raising, refinancing, and restructuring over GBP100 billion of debt financing across all industries. His recent advisory work includes XPS Group's refinancing and upsizing of its GBP120 million bank facilities, Annington Homes' GBP2.6 billion liability management exercise and Ashtead Technology Group's GBP70 million upsizing of its bank facilities to GBP170 million. He joins A&M from Deutsche Numis where he was Head of Debt Advisory. Mr. Beadle has previously held roles at Terra Firma, Barclays and Rothschild, giving him a unique combination of experience as an adviser, lender and borrower across all debt markets and financing situations Tim Metzgen, Managing Director and EMEA Head of A&M Debt Advisory, said: "Mike brings a wealth of experience advising corporate clients on their debt financing requirements. His deep expertise and extensive network will help expand our corporate client base across Europe, building on our existing presence. In today's market, corporates face an increasingly complex financing landscape. We see significant opportunity to continue scaling up our Debt Advisory practice across EMEA, where A&M is uniquely placed to deliver great outcomes for clients and implement the optimal capital structure for their corporate goals." Commenting on his appointment, Mike Beadle said: "Debt markets for both corporate and leveraged borrowers remain remarkably resilient, despite ongoing volatility from tariffs interest rates and geopolitical instability. Against this backdrop, borrowers will continue to benefit from expert advice to ensure flexible and efficient funding structures. I am excited to join A&M's highly respected Debt Advisory team to support corporate clients and help drive the practice's continued growth across Europe. I was especially attracted by A&M's global platform, which combines an entrepreneurial and agile approach with top quality multi-disciplinary teams." About Alvarez & Marsal Companies, investors and government entities around the world turn to Alvarez & Marsal (A&M) for leadership, action and results. Privately held since its founding in 1983, A&M is a leading global professional services firm that provides advisory, business performance improvement and turnaround management services. When conventional approaches are not enough to create transformation and drive change, clients seek our deep expertise and ability to deliver practical solutions to their unique problems. With over 10,000 people providing services across six continents, we deliver tangible results for corporates, boards, private equity firms, law firms and government agencies facing complex challenges. Our senior leaders, and their teams, leverage A&M’s restructuring heritage to help companies act decisively, catapult growth and accelerate results. We are experienced operators, world-class consultants, former regulators and industry authorities with a shared commitment to telling clients what’s really needed for turning change into a strategic business asset, managing risk and unlocking value at every stage of growth. CONTACT: Ellen Johnson Headland Consultancy +44(0)79-0185-3673 ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *