250929.mbx

250929.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, September 29, 2025, Vol. 26, No. 194 Headlines F R A N C E CROWN EUROPEAN: Moody's Rates New EUR500MM Unsecured Notes 'Ba1' CROWN EUROPEAN: S&P Rates New EUR500MM Unsecured Notes 'BB+' OPTIMUS: S&P Lowers ICR to 'CCC+' on Continued Underperformance G E R M A N Y A-BEST 23: Fitch Affirms 'BB+sf' Rating on Class X Notes G R E E C E CREDIABANK SA: Moody's Affirms Ba2 Deposit Ratings, Outlook Pos. INTRALOT SA: S&P Assigns 'B-' ICR, Outlook Stable I R E L A N D CARLYLE EURO 2013-1: Fitch Assigns B-sf Rating on Cl. E-R-R Notes KINBANE 2025-RPL 2: S&P Assigns Prelim. B-(sf) Rating on F Notes MULCAIR SECURITIES NO. 4: S&P Affirms 'B-' Rating on F-Dfrd Notes NORTH WESTERLY X: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes PENTA CLO 20: S&P Assigns B-(sf) Rating on Class F Notes TIKEHAU CLO IV: S&P Assigns B-(sf) Rating on Class F-R Notes VOYA EURO IX: Fitch Assigns 'B-sf' Final Rating on Class F Notes I T A L Y EVOCA SPA: Fitch Alters Outlook on 'B' LongTerm IDR to Negative L I T H U A N I A AKROPOLIS GROUP: S&P Affirms 'BB+' ICR on Galio Group Acquisition L U X E M B O U R G INFRAGROUP BIDCO: S&P Affirms 'B' LongTerm ICR, Outlook Stable VAMOS EUROPE: S&P Rates New $500MM Senior Unsecured Notes 'BB-' M A C E D O N I A NORTH MACEDONIA: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR N E T H E R L A N D S PEER HOLDING III: S&P Upgrades ICR to 'BB+' on Strong Growth N O R W A Y DEEPOCEAN LTD: S&P Assigns Prelim. 'BB-' LT ICR, Outlook Stable S P A I N GESTAMP: S&P Rates New EUR500MM Senior Secured Notes 'BB' ROMANSUR INVESTMENTS: S&P Assigns 'B' LongTerm ICR, Outlook Stable SANTANDER CONSUMER 2025-1: Fitch Gives BB+(EXP) Rating on E Debt VIA CELERE: S&P Affirms 'B' ICR on Refinancing Plan, Outlook Stable S W I T Z E R L A N D GARRETT MOTION: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable U N I T E D K I N G D O M ACACIUM GROUP: S&P Lowers ICR to 'B-', Outlook Stable AIRROC LIMITED: Opus Restructuring Named as Administrators ALTEGRA ACCESS & SECURITY: PwC Named as Administrators ALTEGRA INTEGRATED: PricewaterhouseCoopers Named as Administrators BRACCAN MORTGAGE 2025-1: S&P Affirms 'B-' Rating on X-Dfrd Notes CHATSWORTH HOMES: Quantuma Advisory Named as Administrators DERBY LABOUR: CG&Co Named as Administrators EVOKEU LIMITED: KRE Corporate Named as Administrators GREENWICH BIDCO: S&P Assigns 'B' ICR, Outlook Stable INEOS GROUP: S&P Rates New EUR650MM Secured Notes Due 2031 'BB-' NOMAD FOODS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ODYSSEY FUNDING: S&P Assigns B(sf) Rating on Class F-Dfrd Notes PENTALEC LIMITED: Kreston Reeves Named as Administrators POLARIS 2023-2: S&P Lowers Class F-Dfrd Notes Rating to 'BB(sf)' PROJECT AURORA 1: S&P Assigns Prelim. 'B' ICR, Outlook Stable SEA VENTURES (UK): Quantuma Advisory Named as Administrators VIDI CONSTRUCTION: Horsfields Ltd Named as Administrators - - - - - =========== F R A N C E =========== CROWN EUROPEAN: Moody's Rates New EUR500MM Unsecured Notes 'Ba1' ---------------------------------------------------------------- Moody's Ratings assigned a Ba1 rating to the new EUR500 million backed senior unsecured notes maturing September 2031, issued by Crown European Holdings S.A. (Crown Europe), a subsidiary of Crown Holdings, Inc. (Crown). Crown's Ba1 corporate family rating, Ba1-PD probability of default rating, SGL-2 speculative grade liquidity rating and stable outlook remain unchanged. The instrument ratings assigned to the group's subsidiaries also remain unchanged. "The proposed financing is leverage neutral because the company plans to use the proceeds to refinance the EUR500 million notes maturing in February 2026," said Motoki Yanase, VP – Senior Credit Officer at Moody's Ratings. RATINGS RATIONALE Crown's Ba1 CFR benefits from its market position in the consolidated can industry segment and exposure to fairly stable alcoholic/nonalcoholic beverage and food end markets. Its credit profile is also supported by a large base of installed equipment in the transit packaging segment, which drives a high percentage of recurring consumables sales. Crown also benefits from some geographic diversification. Its credit profile is constrained by the company's high customer and product concentration and exposure to the cyclical end markets in the transit packaging segment. Additionally, the fragmented and competitive industry structure in the transit packaging segment makes growth and margin expansion difficult. Moody's expects Crown's leverage to improve to 3.5x debt/EBITDA in 2026 from 4.0x as of June 30, 2025, supported by free cash flow generation. Moody's expects Crown will maintain its secured capital structure, which will constrain its credit quality. The stable outlook reflects Moody's expectations that Crown will control its share repurchases and aim to improve leverage during the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could upgrade the rating if Crown sustainably improves its credit metrics within the context of a stable competitive environment and maintains good liquidity. An upgrade would also require a more streamlined debt capital structure and the flexibility of an unsecured capital structure. Specifically, the rating could be upgraded if total debt/EBITDA is below 3.5x and free cash flow/debt is over 10%. Moody's could downgrade the rating if credit metrics, liquidity or the competitive environment deteriorate. Specifically, the rating could be downgraded if total debt/EBITDA rises above 4.25x, free cash flow/debt falls below 6.0%, or EBITDA/Interest expense is below 5.0x. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers published in April 2025. Headquartered in Tampa, Florida, Crown Holdings, Inc. (NYSE: CCK) is a global manufacturer of steel and aluminum containers for food, beverage and consumer products. Crown also manufactures protective packaging products and solutions. For the 12 months that ended June 30, 2025, the company recorded $12 billion in revenue. CROWN EUROPEAN: S&P Rates New EUR500MM Unsecured Notes 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to the proposed EUR500 million unsecured notes issued by Crown Holdings Inc.'s subsidiary Crown European Holdings S.A. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. Crown will use the proceeds from these notes to refund its 2.875% EUR500 million notes due 2026. All our existing ratings on the company, including the 'BB+' issuer credit rating, are unchanged. OPTIMUS: S&P Lowers ICR to 'CCC+' on Continued Underperformance --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on French storage solutions provider Optimus and its issue ratings on the company's first-lien debt to 'CCC+' from 'B-'. The recovery rating on the debt remains at '3' reflecting its expectation of 55% recovery in the event of a default. S&P said, "The stable outlook reflects our expectation that Optimus will maintain sufficient liquidity to fund its operations at least over the next 12 months, supported by its lack of significant debt maturities until 2028. We also assume that operational performance will gradually recover from early 2026 as the racking business bottoms out. We do not expect any covenant compliance challenges over the next 12 months. "Optimus' earnings and cash flows remain challenged due to slower-than-expected recovery in its racking segment held back by delayed investment decision-making and exacerbated by tariff driven economic uncertainty, resulting in continuous material deviation from our previous estimations. "We therefore believe that Optimus will generate negative free operating cash flow (FOCF), S&P Global Ratings-adjusted gross debt to EBITDA at about 15x, and EBITDA margins at around 6% in 2025. Although Optimus will likely show some operational improvement in 2026, we view the capital structure as overleveraged., We expect S&P Global Ratings-adjusted debt to EBITDA to remain about 10.0x and funds from operations (FFO) cash interest below 1.5x in 2026. At these leverage levels, generating positive FOCF on a sustainable basis will remain challenging. "We expect operating performance in 2025 will remain well below our base case, owing to weaker racking business and delayed recovery. Optimus has been experiencing material underperformance in its racking division (Stow Group) since June 2023, driven by prolonged destocking and customers' reluctance to place capital investments for new projects. Recovery has been repeatedly delayed. As a result, Stow's sales volumes were down 12.6% in 2024, and we expect further 7.0% decline in 2025. This compares with our previous expectation of 5%-6% growth in Stow in 2025.Apart from delayed logistics decision-making, performance in racking was exacerbated by tariff-driven economic uncertainty, while warehouse take-up remains well below mid-cycle levels. "While Movu Robotics, Optimus' other division, is ramping up in line with expectations, we also anticipate comparably tempered sales in 2025, mainly on the back of timing in execution of large orders. Given these developments, we now expect the group's sales down by 4.5% in 2025 versus our previous expectations of 14%-15% revenue growth. Given lower volumes and still elevated nonrecurring costs, profitability will also remain constrained in 2025, with S&P Global Ratings-adjusted EBITDA margin at 6.0%-6.3%, lower than in our previous base case by 250-300 basis points (bps). The extended operational challenges in racking business and Movu ramp-up and associated working capital consumption, alongside a significant interest burden and certain cash tax outflows, together are projected to culminate in negative FOCF generation in 2025. Furthermore, in addition to the cash burn, we note that leverage is elevated, at about 15x, while FFO to cash interest coverage is projected to be around 0.8x-1.0x in 2025. We consider the capital structure to be overleveraged and unsupportive of short-term credit quality. "We expect improving operating performance in 2026 thanks to racking market rebound. After a prolonged period of weakness in the racking business and customers' reluctance to commit new capital investments, we expect that the market will finally start bouncing back in 2026. We see a moderate likelihood of a rebound in warehouse racking demand in 2026, supported by recovering logistics and e-commerce activity, as well as continued expansion of automated and high-density storage solutions. Stabilizing raw material costs and improving warehouse utilization rates should further underpin investment, although elevated financing costs and overcapacity in some regions could temper the pace of recovery. Hence, we expect both of Optimus' divisions to capture a meaningful share of renewed demand, given company's strong positions in automated and high-density racking solutions. We currently expect Stow to expand 5%-7% in sales growth in 2026. We also believe that Movu will show healthy expansion backed by an ongoing shift toward efficiency and space optimization. We believe the two divisions will complement each other, with Stow's scale in racking and Movu's expertise in automation creating cross-selling opportunities for the business. "We expect profitability to strengthen on higher volumes and contribution from Movu, but leverage will remain at about 10x. We believe that margin appreciation will partially stem from better fixed-cost absorption on the back of recovering volumes and ongoing cost-saving initiatives. We also believe that Optimus' ramp-up of its U.S. production facility will enhance its cost position and strengthen competitiveness by enabling it to fully serve the domestic market. We anticipate the new setup will be fully operational by mid-2026, at which point it should start contributing meaningfully to an improvement in operating performance. However, we anticipate that most of the contribution will stem from fast ramp-up in the Movu division and step-up in profitability. We estimate that reported EBITDA will reach about EUR24 million-EUR25 million in 2026, translating to 8.8%-9.2% reported EBITDA margins. S&P Global Ratings-adjusted EBITDA margin for the group includes nonrecurring items related to the cost-saving program and scale-up of Movu, which we estimate around EUR12 million (EUR15 million in 2025). Incorporating nonrecurring items and about EUR18 million of capitalized development costs, S&P Global Ratings-adjusted EBITDA will be about 8% in 2026 for the group. While performance is set to improve, credit metrics will still remain at levels below our rating thresholds, with S&P Global Ratings-adjusted debt to EBTDA at about 10.0x and FFO cash interest approaching 1.5x. "Liquidity should remain adequate in the next 12 months supported by cash on hand, improved cash flow generation, and sufficient covenant headroom. FOCF generation should turn neutral after significant shortfall in 2025 driven by lower operating performance and working capital consumption, along with elevated capital expenditure (capex). In the second half of 2025 Optimus paid back EUR16 million of its revolving credit facility (RCF) generated through a sale and lease-back transaction of its Belgian headquarters and factory, generating EUR28.4 million net proceeds and bringing RCF availability to EUR46 million. Combined with about EUR50.7 million of cash, we consider it sufficient to cover EUR36.0 million of capex and EUR3.5 million of working capital needs in the next 12 months. "The stable outlook reflects our expectation that Optimus will maintain sufficient liquidity to fund its operations over at least the next 12 months, supported by its lack of significant debt maturities until 2028. We also assume that operational performance will gradually recover from early 2026 as the racking business bottoms out. We do not expect any covenant compliance challenges over the next 12 months." S&P could lower its rating on Optimus if: -- S&P observes continued industry challenges leading to weaker-than-expected operating performance resulting in further cash flow deficits and elevated draws on the RCF, pressuring liquidity. -- Tighter covenant headroom, or if violation of covenants limits access to the RCF. -- The company undertakes any liability management transaction that S&P could view as distressed debt exchange or a restructuring. S&P could take a positive rating action in the next 12 months if it is confident that performance is improving and leading to: -- At least neutral FOCF generation. -- Leverage declining to more sustainable levels of about 7.0x-8.0x. -- FFO cash interest coverage at 1.5x and above. ============= G E R M A N Y ============= A-BEST 23: Fitch Affirms 'BB+sf' Rating on Class X Notes -------------------------------------------------------- Fitch Ratings has upgraded Asset-Backed European Securitisation Transaction Twenty-Three S.à r.l.'s (A-BEST 23) class D notes and affirmed the rest as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Asset-Backed European Securitisation Transaction Twenty-Three S.à r.l. Class A XS2913096314 LT AAAsf Affirmed AAAsf Class B XS2913112889 LT AA+sf Affirmed AA+sf Class C XS2913150467 LT AA-sf Affirmed AA-sf Class D XS2913183989 LT A+sf Upgrade Asf Class E XS2913204900 LT BBB+sf Affirmed BBB+sf Class X XS2913205386 LT BB+sf Affirmed BB+sf Transaction Summary A-BEST 23 is a securitisation of fixed-rate auto loans advanced to German private and commercial obligors by CA Auto Bank S.p.A. Niederlassung Deutschland, a branch of CA Auto Bank S.p.A., owned by Crédit Agricole Consumer Finance, which is part of Crédit Agricole S.A. The deal's two-month revolving period and initial six-month sequential amortisation period have ended and the transaction amortises pro-rata. KEY RATING DRIVERS Portfolio Amortisation Reduces Risk: The deal had a six-month sequential amortisation before it switched to pro-rata allocations of principal. This resulted in a build-up of credit enhancement (CE). The transaction further features a static cash reserve. Therefore, CE will continue to build up despite the transaction's switch to pro-rata amortisation, but at a slower pace. The amortisation will irreversibly switch back to sequential once default or principal deficiency ledger-related triggers are breached. Increased CE is the main contributing factor to the upgrade of class D notes. Performance Aligned with Expectations: Fitch has maintained its default and recovery assumptions, as performance has been in line with expectations. The remaining lifetime default base case is 4.5% and the default multiple is 4.75x in a 'AAA' scenario. The recovery base case and haircut are 70% and 45%, respectively. Excess Spread Supports Ratings: The portfolio's excess spread is robust, supporting the ratings across the capital structure and particularly that of the excess spread note class X, which has materially amortised during the revolving period and the initial sequential amortisation phase. Its 'BB+sf' rating analysis has factored in the class X notes' sensitivity to assumptions and the volatile nature of excess spread. Servicer and Counterparty-Related Risks: Fitch deems servicer discontinuity risk reduced, even though no back-up servicer is in place. The assets are standard and the number of suitable servicers is sufficient to allow for a replacement to be found in a reasonable timeframe. A static liquidity reserve provides at least three months of coverage for the class A to E notes interest, senior expenses and net swap payments, reducing the risk of payment disruptions during the transfer. Other counterparty risks are adequately reduced, in line with Fitch's criteria. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Unanticipated increases in default rates or decreases in recovery rates producing larger losses than its assumptions could result in negative rating action on the notes. Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E/X): Increase default rates by 10%: 'AAAsf'/'AA+sf'/'AA-sf'/'Asf'/'BBB+sf'/'BB+sf' Increase default rates by 25%: 'AAAsf'/'AAsf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Increase default rates by 50%: 'AA+sf'/'A+sf'/'A-sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E/X): Reduce recovery rates by 10%: 'AAAsf'/'AA+sf'/'AA-sf'/'Asf'/'BBB+sf'/'BB+sf' Reduce recovery rates by 25%: 'AAAsf'/'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Reduce recovery rates by 50%: 'AA+sf'/'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'BB+sf' Expected impact on the notes' ratings of increased defaults and reduced recoveries (class A/B/C/D/E/X): Increase default rates by 10% and reduce recovery rates by 10%: 'AAAsf'/'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Increase default rates by 25% and reduce recovery rates by 25%: 'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf'/'BB+sf' Increase default rates by 50% and reduce recovery rates by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BB+sf'/'BB-sf'/'BB+sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Lower default rates or higher recovery rates producing smaller losses than its expectations could lead to positive rating action. Expected impact on the notes' ratings of reduced defaults (class A/B/C/D/E/X): Reduce default rates by 10%: 'AAAsf'/'AA+sf'/'AA-sf'/'Asf'/'BBB+sf'/'BB+sf' Reduce default rates by 25%: 'AAAsf'/'AAsf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Reduce default rates by 50%: 'AA+sf'/'A+sf'/'A-sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Expected impact on the notes' ratings of increased recoveries (class A/B/C/D/E/X): Increase recovery rates by 10%: 'AAAsf'/'AA+sf'/'AA-sf'/'Asf'/'BBB+sf'/'BB+sf' Increase recovery rates by 20%: 'AAAsf'/'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Increase recovery rates by 50%: 'AA+sf'/'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'BB+sf' Expected impact on the notes' ratings of reduced defaults and increased recoveries (class A/B/C/D/E/X): Reduce default rates by 10% and increase recovery rates by 10%: 'AAAsf'/'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf' Reduce default rates by 25% and increase recovery rates by 25%: 'AA+sf'/'A+sf'/'A-sf'/'BBBsf'/'BB+sf'/'BB+sf' Reduce default rates by 50% and increase recovery rates by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BB+sf'/'BB-sf'/'BB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the deal closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Prior to the transaction closing, Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to us about the asset portfolio. Overall, and together with any assumptions referred to above, its assessment of the information relied upon for its rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. =========== G R E E C E =========== CREDIABANK SA: Moody's Affirms Ba2 Deposit Ratings, Outlook Pos. ---------------------------------------------------------------- Moody's Ratings has affirmed all ratings and assessments of CrediaBank S.A. (CrediaBank) following its announcement of acquiring HSBC Bank Malta p.l.c. (HSBC Malta): its Baseline Credit Assessment (BCA) and Adjusted BCA at b1, its long-term deposit ratings at Ba2, its long-term subordinated Tier 2 debt rating at B2, its long-term Additional Tier 1 (AT1) notes rating at Caa1(hyb), its long-term Counterparty Risk Ratings (CRR) at Ba1, and its long-term Counterparty Risk Assessment (CR Assessment) at Ba1(cr). The banks' short-term CRR and deposit ratings were affirmed at NP, while the short-term CR Assessment was affirmed at NP(cr). The outlook on the bank's long-term deposit ratings remains positive. This rating action follows CrediaBank's announcement[1] of its expected acquisition of a 70% stake in HSBC Malta, the second biggest bank in the country with a market share of around 24% in total assets at the end of 2024. The acquisition expands the bank's consolidated assets to approximately EUR15 billion (from EUR7.2 billion at the end of March 2025) and increases its geographic footprint. As a result, CrediaBank becomes a systemically important financial institution in Malta, and will now fall under European Central Bank (ECB) supervision. The full completion of the transaction is likely to happen by the end of 2026. RATINGS RATIONALE BASELINE CREDIT ASSESSMENT The affirmation of CrediaBank's BCA at b1, balances the potential benefits and challenges from the deal, although Moody's believes the prospects for further improvements in the bank's standalone credit profile are further supported. The BCA positioning at b1 also takes into account execution risks around the integration challenges in Malta as well as managing this cross-border inorganic expansion, mitigated by the financial benefits and the negative goodwill from the deal. The acquisition of HSBC Malta offers CrediaBank immediate geographic expansion into another EU country and the regulatory advantages of operating under ECB supervision. By gaining an established customer deposit base, and a robust retail and corporate franchise, CrediaBank can enhance its earnings profile and competitive position while reducing reliance on its home market. This move also brings opportunities to cross-sell products and leverage strong digital platforms, creating operational efficiencies and cost synergies. Additionally, the deal provides CrediaBank with a high-quality asset base (HSBC Malta had a nonperforming loans to gross loans ratio of 2.4% at the end of 2024 compared to 2.8% for CrediaBank), a significant increase in good quality liquidity and balance sheet stability, and entry into Malta's growing wealth management sector. The established client base and the potential to penetrate in more sectors in Malta combined with the intention to leverage HSBC Malta's wealth management business, position CrediaBank well for further franchise expansion. If well executed, the acquisition could be a significant earnings accretive driver and substantially improve the bank's overall financial profile over the next 2-3 years. Concurrently, CrediaBank also faces a series of significant challenges in its acquisition of HSBC Malta, including the complex regulatory approvals required from Malta Financial Services Authority, Bank of Greece and European Central Bank. Moreover, the bank will need to maintain an adequate capital position during the transition period (Common Equity Tier 1 ratio of 22.5% as of June 2025 for HSBC Malta, compared to only 11% in March 2025 for CrediaBank), while tackling the technical and operational risks of integrating IT systems and business processes. Additional hurdles include ensuring robust compliance with regulatory standards, managing reputational and branding risks, and successfully retaining the diverse customer base and experienced staff of HSBC Malta. Other challenges involve establishing strong cross-border governance and oversight structures at a time when CrediaBank has only recently completed its technical merger with Pancreta Bank S.A. in Greece, and achieving the intended commercial synergies in a competitive Maltese banking market. Additional challenges are linked to the bank's ambitious inorganic expansion strategy, as well as the evolution of its risk appetite going forward. Each of these factors demands careful planning, clear mitigation strategies, and effective execution by the top management, to ensure the acquisition delivers long-term value to all stakeholders including its depositors and creditors. ADVANCED LOSS GIVEN FAILURE ANALYSIS CrediaBank's long-term deposit ratings of Ba2 reflects both the bank's BCA as well as Moody's Advanced Loss Given Failure (LGF) analysis, positioning its long-term deposit ratings two notches higher than its BCA. This is also driven by the bank's consolidated liability structure, and the relatively small amount of subordinated buffer to absorb losses in a potential resolution scenario. Moody's LGF analysis suggests no changes to these notching considerations, assuming a consolidated liability structure including HSBC Malta. OUTLOOK REMAINS POSITIVE CrediaBank's positive outlook on its long-term deposit ratings reflects Moody's expectations that the bank will continue to improve its underlying financial fundamentals, and will successfully complete the technical merger and integration with HSBC Malta over the next 12-18 months, extracting efficiency gains and supporting its profitability and overall credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS CrediaBank's ratings could be upgraded following further strengthening of its solvency position, while the successful integration of both HSBC Malta and Pancreta Bank S.A. will exert additional upward pressure on its standalone credit profile. The bank's deposit ratings could also benefit from the potential issuance of debt instruments that could provide a loss absorption buffer in a resolution scenario under Moody's Advanced LGF analysis. Given the positive outlook on the long-term deposit ratings, it is unlikely that the ratings will be downgraded. The ratings could come under pressure if Moody's considers that the implementation of the integration plan is at risk or if there is significant delay in its execution, impairing the bank's business plan and performance. PRINCIPAL METHODOLOGY The principal methodology used in these ratings 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. INTRALOT SA: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to gaming technology and operator Intralot S.A. S&P said, "The stable outlook reflects our view that Intralot will integrate BII as expected while maintaining EBITDA margins exceeding 35%, translating into solid annual solid FOCF of about EUR100 million in 2026 and maintaining adjusted gross debt to EBITDA of approximately 4x over 2026-2027 on average." On July 1, 2025, Intralot S.A. announced it had agreed to acquire Bally's Interactive Business (BII) in a cash and shares transaction valued at EUR2.7 billion. Intralot obtained bridge financing commitments, which it is looking to refinance with a proposed EUR850 million senior secured notes issuance, new EUR200 million Greek bank loan facilities, and a GBP400 million (EUR460 million euro-equivalent) term loan B (TLB). S&P said, "In our view, the acquisition will enhance Intralot's scale and diversity with EUR1.1 billion pro forma 2024 revenue and EBITDA margins above 35%. We also project S&P Global Ratings-adjusted leverage, pro forma for the transaction, of about 4.0x-4.5x with solid cash flow exceeding EUR100 million in 2025. Therefore, we assessed Intralot's stand-alone credit profile (SACP) at 'b+'. "However, as per our group rating methodology, we cap the issuer credit rating on Intralot at the level of the rating on its parent, Bally's Corp. (B-/Stable/--). "We also assigned a 'B' issue rating to Intralot's proposed EUR850 million senior secured notes with a '2' recovery rating, indicating our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default." The combination of Intralot with BII's segment creates a more diversified and scaled global leader in lottery and iGaming. The merged entity generated EUR1.085 billion of pro forma sales in 2024, providing enhanced market access and a broader product offering across the business-to-business (B2B), business-to-government (B2G), and business-to-consumer (B2C) channels. S&P said, "We expect the combined entity to benefit from strong recurrent revenue through Intralot's long-term, high-retention B2B lottery contracts (89% historical renewal rate, although we note a lower renewal rate in recent years), and BII's well-established iGaming operations, mainly in the U.K., where it ranks as the fourth-largest online iGaming operator." In addition, the complementary technology stacks (LotosX, PlayerX, Vitruvian developed by Bally's) should support product integration, platform scalability, and potential cross-selling opportunities. The combined group has improved geographic and product diversification but remains concentrated in iGaming and the U.K. The group will be primarily exposed to the U.K. market, where it generated 60% of its combined revenue in 2024. The Americas will be the second-largest region (21% of revenue), primarily thanks to Intralot's position in the lottery business, while Europe accounts for 8% and the rest of the world accounts for 11%. The improved geographic diversity would reduce Intralot's exposure to high-risk emerging markets (for example, Turkey and Argentina), where foreign exchange volatility and regulatory unpredictability are important. In the past, those countries accounted for about 25% of Intralot's sales, while under the new perimeter, they will account for about 10%. In addition, the group will benefit from a more diversified product mix. However, it will be skewed toward iGaming (65% of pro forma revenue in 2024), while lottery will represent 19% of the revenue, sports betting 8%, and the remaining 8% video lotteries and other IT products and services. This product mix will enable Intralot to compete in the broader and fast-growing $187 billion total addressable global lottery and iGaming market. The market has solid growth prospects, primarily from iGaming, with a projected compound annual growth rate (CAGR) of 14%, and a 5% CAGR for lottery over 2024-2029, as per management's estimates. S&P said, "Our business risk assessment balances our expectation of strong profitability relative to peers and solid cash flow, with exposure to regulatory and competitive risks. Intralot's adjusted EBITDA margins, which we expect to exceed 35%, are above average compared with our portfolio of rated peers. In addition, the combined business will take benefit of BII's relatively limited capital intensity, leading to solid reported free operating cash flow (FOCF) after lease payments of about EUR100 million per year. However, the business risk profile remains tempered by several notable weaknesses. The group's exposure to regulatory and competitive risk is material. Intralot operates in highly regulated lottery markets where license renewals require upfront investment and are subject to political and jurisdictional uncertainty. Although in the U.S. lottery requests for proposals have a selection process that focuses on technology content rather than price, elevated price competition for the Ohio license resulted in the inability to renew Intralot's lottery license. We expect this to affect the top line and EBITDA from 2027. The loss raises concerns about Intralot's ability to renew upcoming license maturities in other U.S. states, such as Arkansas in 2026 and Illinois in 2027, given the elevated competition from established operators such as Brightstar Lottery (formerly known as International Game Technology) and Scientific Games." On the iGaming side, Bally's U.K.-based platform operates in a mature and highly competitive environment, where market leaders such as Flutter Entertainment (BB+/Positive/--) and Entain (BB-/Stable/--) are investing heavily. Regulatory tightening in the U.K.--especially affordability checks, advertising restrictions, and the recent government consultation in relation to gaming taxes--could also constrain growth and increase compliance costs. Reliance on licensed brands adds to the risk profile. S&P said, "We note that most of BII's brands are operated under licensing agreements--including Virgin, Monopoly, Rainbow Riches, and Double Bubble--and only a minor portion of revenue comes from Bally's owned brands, such as Jackpotjoy and Bally Bet Casino, which will be licensed to Intralot. We note that the Virgin brand is the largest revenue contributor, representing 20%-25% of estimated revenue, licensed under a 20-year agreement maturing in 2033, while Double Bubble is covered by a five-year license expiring in 2031. The Rainbow Riches license is up for renewal in November 2027 but generates less than 5% of revenue according to our estimates. We understand that the Monopoly license was recently renewed under Bally's name for a five-year term through to 2031. In connection with the transaction's completion, we expect Intralot and Bally's to enter one or more brand and intellectual property (IP) licensing agreements, along with certain service arrangements." These agreements are intended to ensure that Intralot continues to benefit from the IP and services that have historically supported the operations of both entities. Integration and operational execution present further challenges. Combining different operating models, cost structures, and leadership cultures introduces execution risk in delivering synergy targets, while reliance on technology platforms elevates cyber and operational risks. While no major breaches have occurred to date, growing digital exposure necessitates continued investment in cybersecurity and infrastructure. S&P said, "Our assessment of Intralot's financial risk profile is constrained by the company's ownership structure. We assess Intralot's financial policy as financial sponsor-5 (FS-5), reflecting our view that the company could adopt a more aggressive leverage profile, given the influence of its primary controlling shareholder, which we classify as a financial sponsor. Specifically, Intralot will be indirectly controlled by Standard General through its approximately 75% ownership of Bally's, which we expect to hold majority control of Intralot after the transaction (about 60% stake). The remaining equity will be split between the Kokkalis family, with an expected 8% stake (down from about 30% in stand-alone Intralot), and the remaining will be free float. The board structure provides a degree of governance balance--with a majority of independent members (six out of 11). However, we acknowledge that four of these six independent members should come from Intralot's current board, which may limit the independence of oversight. "Despite the financial sponsor influence, we expect Intralot's S&P Global Ratings-adjusted debt to EBITDA to be below 4x over 2026-2027 on average. At the same time, we expect FOCF to debt to remain above 5% on average over the same period, somewhat subdued in 2027 due to expected investments to support lottery license renewals in Australia and the U.S. state of Illinois. We believe these metrics are commensurate with an aggressive financial risk profile, but that the risk of releveraging beyond the forecast levels remains contained for now. Support comes from what we view as a moderately conservative financial risk appetite, with a public net leverage target of about 2.5x, as calculated by management (about 3.5x according to S&P Global Ratings' definition), and a public dividend distribution policy of 35% of the previous year's net income, with flexibility for higher distributions subject to performance and capital structure considerations. At the same time, we consider that the announced EUR400 million equity issuance, although approved at the recent annual general shareholder meeting and following a mandatory tender offer (MTO), has not yet been completed. If unsuccessful, we would consider this as additional debt in the capital structure. "We note that Intralot's reported credit metrics are somewhat distorted by the full consolidation of its partially owned subsidiaries in Turkey and Argentina. Not all the group's cash flows are available to service Intralot's debt, largely situated at the holding company, since they ultimately belong to significant minority interests in some of its subsidiaries (namely, Bilyoner A.S. in Turkey and Tecno Accion S.A. and Tecno Accion Salta S.A. in Argentina, in each of which Intralot owns a 50.01% stake). Consequently, we assess Intralot's financial risk profile on a proportionate basis. "We cap our issuer credit rating on Intralot at the level of our rating on Bally's Corp. under our group rating methodology. We believe that financial stress at the group level could materially affect the credit quality of all the group entities, including Intralot. In our assessment, Intralot is not insulated from the rest of the group, primarily due to the absence of operational independence. Specifically, key executive roles--such as the CEO--are shared across both entities, underscoring the lack of business separateness. Furthermore, Intralot and Bally's are expected to enter into one or more brand and IP licensing agreements, along with service arrangements, that aim to preserve mutual access to historically shared IP and services that are critical to the functioning of both businesses. Accordingly, we classify Intralot as moderately strategic to the group under our criteria. This reflects our view that Intralot continues to play a meaningful role in the group's long-term strategic direction, supported by its established position in the iGaming market and attractive growth prospects, particularly in Bally's core U.S. market. "The stable outlook reflects our view that Intralot will integrate BII as expected while maintaining an EBITDA margin exceeding 35% translating into solid annual FOCF of more than EUR100 million in 2026. Under our base case we expect the group to gradually reduce leverage to 3.8x in 2027 from 4.3x in 2026. "We could lower the SACP on Intralot if observe leverage increasing sustainably above 5x due to a deterioration in operating performance, or because of a material shift in financial policy that led to higher leverage. Pressures on the rating could follow if we see a material deterioration in Intralot's credit metrics or liquidity profile leading us to assess the capital structure as unsustainable. According to our group rating methodology, if we lowered our rating on Bally's to 'CCC+', it would not trigger an automatic lowering of the rating on Intralot to 'CCC+'. "A positive rating action on Intralot would be contingent on an upgrade of Bally's, which we consider unlikely within the next 12 months given Bally's elevated leverage and negative FOCF from the development spending associated with the Chicago project. That said, we could raise the rating if we believe Bally's total S&P Global Ratings-adjusted debt to EBITDA will stay under 7x, incorporating development spending, operating volatility, and any further debt-funded acquisitions or shareholder returns." An upward revision of Intralot's SACP would be contingent on a proven ability to consistently maintain leverage comfortably within the 4x-5x range and FOCF after leases in excess of EUR100 million per year on a recurring basis. Under this scenario S&P would need to observe a track record of a resilient business model through profitable top-line expansion from lottery contract renewals in the U.S. market supporting recurring revenue and resilient performance in the iGaming market in spite of regulatory challenges and competition. ============= I R E L A N D ============= CARLYLE EURO 2013-1: Fitch Assigns B-sf Rating on Cl. E-R-R Notes ----------------------------------------------------------------- Fitch Ratings has assigned Carlyle Euro CLO 2013-1 DAC reset notes final ratings. Entity/Debt Rating Prior ----------- ------ ----- Carlyle Euro CLO 2013-1 DAC A-1-R-R XS3148230017 LT AAAsf New Rating A-1A LT WDsf Withdrawn AAA(EXP)sf A-1B LT WDsf Withdrawn AAA(EXP)sf A-2-R-R XS3148230363 LT AAsf New Rating A-2A LT WDsf Withdrawn AA(EXP)sf A-2B LT WDsf Withdrawn AA(EXP)sf B-R-R XS3148230793 LT Asf New Rating A(EXP)sf C-R-R XS3148230959 LT BBB-sf New Rating BBB-(EXP)sf D-R-R XS3148231171 LT BB-sf New Rating BB-(EXP)sf Transaction Summary Carlyle Euro CLO 2013-1 DAC is a securitisation of mainly (at least 96%) senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to redeem the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by CELF Advisors LLP and the CLO has a reinvestment period of about five years and an eight-year weighted average life (WAL) test covenant at closing, which can be extended one year after closing, subject to conditions. The class A1A, A1B, A2A and A2B notes that were envisioned in the provisional structure and assigned expected ratings do not exist in the final structure. As a result, the expected ratings cannot be converted to final ratings and have been withdrawn. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 24.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.8%. Diversified Portfolio (Positive): The transaction has a concentration limit for the 10 largest obligors at 15%. The deal also includes other concentration limits, including a maximum exposure of 40% to the three largest Fitch-defined industries in the portfolio. These covenants ensure the portfolio will not be excessively concentrated. WAL Step-Up Feature (Neutral): The transaction can extend the WAL test covenant by 12 months, from one year after closing. The WAL extension is at the option of the manager, but subject to conditions including passing the Fitch collateral quality tests and the aggregate collateral balance with defaulted assets at their collateral value being equal to or greater than the reinvestment target par. Portfolio Management (Neutral): The transaction includes two matrices corresponding to an eight-year WAL test covenant, both effective at closing. Each matrix is covenanted by a top 10 obligor concentration limit at 15% and have fixed-rate asset limits of 5% and 10%. The transaction has a reinvestment period of about five 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, which include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment and a WAL test covenant that progressively steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during 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-1-R-R or A-2-R-R notes; would lead to a downgrade of one notch each for the class B-R-R and C-R-R notes, a downgrade of two notches for the class D-R-R notes, and to below 'B-sf' for the class E-R-R 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 defaults and portfolio deterioration. The class A-2-R-R, C-R-R, D-R-R and E-R-R notes each have a rating cushion of two notches and the class B notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of one notch each for the class B-R-R and C-R-R notes, two notches for the class D-R-R notes and below 'B-sf' for the class E-R-R 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 five notches, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test covenant, allowing the notes to withstand larger- than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Carlyle Euro CLO 2013-1 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. KINBANE 2025-RPL 2: S&P Assigns Prelim. B-(sf) Rating on F Notes ---------------------------------------------------------------- S&P Global Ratings assigned preliminary credit ratings to Kinbane 2025-RPL 2 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing the issuer will also issue unrated class RFN, Z1 and Z2-Dfrd notes, X notes, and yield supplement overcollateralization. The asset pool contains EUR547.71 million first-lien reperforming residential mortgage loans located in Ireland. The loans were originated by multiple lenders--primarily Permanent TSB PLC (PTSB), EBS DAC, and Springboard Mortgages Ltd., which account for about 78% of the pool. The pool comprises 87.19% owner-occupied loans and 12.81% BTL loans. S&P said, "This transaction is a refinancing of Primrose Residential 2022-1 DAC and Shamrock Residential 2023-1 DAC, which we rated. The assets are backed by five separate purchased portfolios, which were originated by multiple lenders mainly between 2003 and 2009. The loans in the Bass portfolio (29.05% of the pool) were originated by Permanent TSB PLC and the loans in the Grand Canal portfolio (17.82% of the pool) were originated by Irish Nationwide Building Society and Springboard. The Cannes (28.22% of the pool), Leaf (19.14% of the pool), and Phoenix (5.77% of the pool) portfolios aggregate assets from seven different originators. EUR2.45 million warehoused loans are subject to potential future write-off. We conducted our analysis net of this amount and did not give credit to these loans in our cash flow analysis. "The issuer is an Irish special-purpose entity (SPE), which we consider to be bankruptcy remote. We analyzed its corporate structure in line with our legal criteria. We have not received legal opinions to date however we expect legal opinions to provide comfort that the sale of the receivables would survive the seller's insolvency, or tax opinions that set out the issuer's tax liabilities under the current tax legislation. This will be included in our final ratings. "We stress the transaction's cash flows to test the credit and liquidity support that the assets, subordinated tranches, and reserves provide. Our preliminary ratings address timely payment of interest and ultimate payment of principal on the class A notes and reflect ultimate payment of interest and principal on all other rated notes. Our standard cash flow analysis indicates that the available credit enhancement for the class D-Dfrd, and E-Dfrd notes is commensurate with higher ratings than those currently assigned. However, the preliminary ratings on these notes also reflect their ability to withstand the potential repercussions of the cost of living crisis, including higher defaults, additional liquidity stresses through extended recovery timings, as well as sensitivity to increases in EURIBOR that would dampen the benefit of the interest rate cap. For this transaction, due to rising arrears over the past two years, we particularly focus on sensitivity to increasing arrears. "In our analysis, the class F-Dfrd notes cannot withstand the stresses we apply at the 'B' rating level, particularly in a low prepayment scenario. Therefore, we applied our 'CCC' criteria, to assess if either a rating in the 'B–' or 'CCC' category would be appropriate. According to our 'CCC' ratings criteria, for structured finance issues, expected collateral performance and the level of credit enhancement are the primary factors in our assessment of the degree of financial stress and likelihood of default. We performed a qualitative assessment of the key variables, along with simulating a steady-state scenario in our cash flow analysis. The class F-Dfrd notes can pass such a scenario. Hence, we do not consider repayment of this class of notes to be dependent upon favorable business, financial, and economic conditions. Consequently, we assigned a 'B- (sf)' rating to the notes in line with our criteria. "Mars Capital Finance (Ireland) DAC and Pepper Finance Corporation (Ireland) DAC are the administrators. We considered the ability of both to service the portfolio under our operational risk criteria and are satisfied that they are capable of performing their functions in the transaction. "We consider commingling risk to be adequately mitigated under our counterparty criteria and have not applied any additional adjustments in our cash flow modelling. The documented replacement mechanisms adequately mitigate the transaction's exposure to counterparty risk." The transaction embeds some strengths that may offset deteriorating collateral performance. Given its sequential amortization, credit enhancement is expected to accumulate. The reserve and liquidity fund may, to a certain extent, insulate the notes against credit losses and liquidity stresses. In addition, the interest rate cap mitigates the effect on note coupon payments from rising EURIBOR rates they are linked to. Preliminary ratings Prelim Preliminary Class rating* class size (%) A AAA (sf) 78.00 B-Dfrd AA (sf) 4.75 C-Dfrd A (sf) 2.25 D-Dfrd§ BBB (sf) 2.25 E-Dfrd§ BB+ (sf) 1.75 F-Dfrd§ B- (sf) 3.75 RFN NR 1.94 Z1-Dfrd NR 2.00 Z2-Dfrd NR 2.25 X NR N/A Yield supplement overcollateralization (YSO)† NR 3.00 Note: *S&P's ratings address timely receipt of interest and ultimate repayment of principal on the class A notes and the ultimate payment of interest and principal on the other rated notes. §S&P's ratings on the class D-Dfrd, E-Dfrd, and F-Dfrd notes also address the payment of interest based on the lower of the stated coupon and the net weighted-average coupon. §Credit enhancement includes subordination, yield supplement and a reserve fund. †The transaction will benefit from 3.00% overcollateralization at closing that will support the available yield. The figures do not show any credit that may accrue due to unused yield supplement overcollateralization. NR--Not rated. N/A--Not applicable. Dfrd--Deferrable. MULCAIR SECURITIES NO. 4: S&P Affirms 'B-' Rating on F-Dfrd Notes ----------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Mulcair Securities No. 4 DAC's class C-Dfrd notes to 'A (sf)' from 'A- (sf)', D-Dfrd notes to 'BBB (sf)' from 'BBB- (sf)', and E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes, 'AA (sf)' rating on the class B-Dfrd notes, and 'B- (sf)' rating on the class F-Dfrd notes. S&P also resolved the UCO placements of all classes of notes. The rating actions reflect the removal of previously modelled commingling loss and the transaction's stable credit and cash flow performance. The pool characteristics have remained relatively stable since closing in April 2025. As of the June 2025 investor report, the total pool balance reduced to EUR202.1m, with total arrears at 17.3%, and arrears greater than 90 days at 10.6%. This compares with a closing balance of EUR213.7m, with total arrears of 20.5% and arrears greater than 90 days of 11.8%. The weighted average original loan-to-value was 82.2%, while the weighted average indexed current loan-to-value was 53.8%. S&P said, "In total, 98.0% of the portfolio has been restructured over the course of the loan term, and we classify 37% of the loans as reperforming. At closing, we increased our WAFF assumption for these assets based on the most recent date the loan was either 90 days or more in arrears, or if the loan was restructured over the last 60 months, in line with our criteria." The constant payment rate is 12.61% as of the June 2025 investor report and has remained stable since closing. Credit analysis results* Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 51.97 18.68 9.71 AA 40.26 15.07 6.07 A 33.7 8.89 3.00 BBB 26.45 6.12 1.62 BB 18.56 4.47 0.83 B 16.89 3.16 0.53 *Unchanged from closing analysis WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. Since closing, the class A notes have amortized by EUR11.8m, reflecting a reduction in outstanding principal to EUR170.0m from EUR181.8m. Given the transaction's sequential structure, the paydown has improved the credit enhancement available for all notes. S&P said, "Our credit and cash flow results indicate that the available credit enhancement for the class A and B-Dfrd notes corresponds with the assigned ratings. We therefore affirmed our 'AAA (sf)' and 'AA (sf)' ratings on the class A and B-Dfrd notes, respectively. The results for the C-Dfrd, D-Dfrd and E-Dfrd notes indicate higher ratings are appropriate. We raised our ratings on the class C-Dfrd, D-Dfrd, and E-Dfrd notes to A(sf), BBB (sf), and BB+(sf) from A-(sf), BBB-(sf), and BB (sf), respectively." S&P said, "Our standard cash flow analysis indicates that the available credit enhancement for the class E-Dfrd notes is commensurate with a higher rating than that currently assigned. However, the ratings on these notes also reflect their ability to withstand the potential repercussions of the cost of living crisis, including higher defaults, longer foreclosure timing stresses, and additional liquidity stresses, as well as sensitivity to reductions in excess spread caused by prepayments. "The class F-Dfrd notes do not pass at the 'B' stress level. We applied our 'CCC' criteria, to assess if either a rating in the 'B–' or 'CCC' category would be appropriate. According to our 'CCC' ratings criteria, for structured finance issues, expected collateral performance and the level of credit enhancement are the primary factors in our assessment of the degree of financial stress and likelihood of default. We performed a qualitative assessment of the key variables, along with simulating a steady-state scenario in our cash flow analysis. The class F-Dfrd notes can pass such a scenario. Hence, we do not consider repayment of this class of notes to be dependent upon favorable business, financial, and economic conditions. Therefore, we have affirmed the 'B- (sf)' rating on this class of notes. "There are no counterparty constraints on the ratings in this transaction as it remains compliant with our current counterparty criteria." Mulcair Securities No. 4 DAC is backed by a pool of first lien owner-occupied and buy-to-let mortgage loans secured on properties in Ireland. NORTH WESTERLY X: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned North Westerly X ESG CLO DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ North Westerly X ESG CLO DAC A LT AA(EXP)sf Expected Rating B LT AA(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB-(EXP)sf Expected Rating E LT BB-(EXP)sf Expected Rating F LT B-(EXP)sf Expected Rating M-1 LT NR(EXP)sf Expected Rating M-2 LT NR(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating Transaction Summary North Westerly X ESG 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 will be used to fund a portfolio with a target par of EUR400 million that will be actively managed by Aegon Asset Management UK PLC and North Westerly Holding BV, a wholly owned subsidiary of Aegon Asset Management Holding BV. The CLO will have a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 24.1. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.7%. Diversified Asset Portfolio (Positive): The transaction will have a concentration limit for the 10 largest obligors at 20%. It will also include other concentration limits, including a maximum exposure of 40% to the three largest Fitch-defined industries in the portfolio. These covenants ensure the portfolio will not be excessively concentrated. Portfolio Management (Neutral): The deal will have a reinvestment period of about 4.5 years and include 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 deal 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 after the reinvestment period. These include passing the coverage tests and Fitch 'CCC' limit after the reinvestment period, and a WAL covenant that progressively steps down, before and after the end of the reinvestment period. 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 An increase of the mean default rate (RDR) by 25% and a decrease of the recovery rate (RRR) by 25% at all rating levels in the identified portfolio would have no impact on the class A notes, but would lead to downgrades of no more than one notch each for the class B to E notes and to below 'B-sf' for the class F notes. Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than initially assumed due to unexpectedly high levels of defaults and portfolio deterioration. The class B to F notes each have a rating cushion of up to two notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded, either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches each for the class B and C debt, three notches each for the class A and class 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 reduction of the mean RDR by 25% and an increase in the RRR by 25% at all rating levels in the Fitch-stressed portfolio would result in upgrades of up to three notches for all notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. 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 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 Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for North Westerly X ESG 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. PENTA CLO 20: S&P Assigns B-(sf) Rating on Class F Notes -------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Penta CLO 20 DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. Under the transaction documents, the notes will pay quarterly interest unless a frequency switch event occurs, upon which the notes will pay semiannually. This transaction has a 1.50-year non-call period, and the portfolio's reinvestment period will end 4.56 years after closing. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated loans and notes through collateral selection, ongoing portfolio management, and trading assessed under our operational risk framework. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2814.92 Default rate dispersion 415.25 Weighted-average life (years) 4.94 Obligor diversity measure 119.42 Industry diversity measure 21.57 Regional diversity measure 1.30 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0 Number of performing obligors 146 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.89 Target 'AAA' weighted-average recovery (%) 35.68 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio primarily comprises broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled the EUR400 million par amount, the covenanted weighted-average spread of 3.60%, and the covenanted weighted-average coupon of 4.50%, and the identified weighted-average recovery rates at all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period in April. 15, 2030, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes." This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. S&P said, "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "Following the application of our structured finance sovereign risk criteria, the transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings are commensurate with the available credit enhancement for the class A to F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on these notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class F notes could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria and assigned a rating of 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 24.76% (for a portfolio with a weighted-average life of 4.94 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.94 years, which would result in a target default rate of 15.81%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' rating. Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for class A to F notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A to E notes based on four hypothetical scenarios. The results are shown in the "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain industries. "Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, we have not made any specific adjustments in our rating analysis to account for any ESG-related risks or opportunities." Penta CLO 20 is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured and unsecured loans and bonds issued mainly by speculative-grade borrowers. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 3mE +1.30% B AA (sf) 46.00 26.50 3mE +1.90% C A (sf) 24.00 20.50 3mE +2.15% D BBB- (sf) 29.00 13.25 3mE +3.00% E BB- (sf) 15.00 9.50 3mE +5.50% F B- (sf) 13.00 6.25 3mE +8.08% Sub NR 33.50 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate. TIKEHAU CLO IV: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Tikehau CLO IV DAC's class A-R to F-R notes. The issuer has EUR38.30 million of outstanding unrated subordinated notes at closing and also issued an additional EUR16.70 million of subordinated notes. This transaction is a reset of the already existing transaction, that S&P did not rate. The existing classes of notes were refinanced with the proceeds from the issuance of the replacement notes on the reset date. The portfolio's reinvestment period will end approximately five years after closing, while the non-call period will end two years after closing. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,733.91 Default rate dispersion 605.62 Weighted-average life (years) 3.90 Weighted-average life (years) extended to match reinvestment period 5.06 Obligor diversity measure 121.30 Industry diversity measure 21.70 Regional diversity measure 1.26 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 4.00 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.54 Target 'AAA' weighted-average recovery (%) 36.79 Actual weighted-average coupon (%) 4.12 Actual weighted-average spread (net of floors; %) 3.81 Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. Rating rationale S&P said, "The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR396.8 million target par amount, which reflects the lower of the recovery and market value of a senior secured bond issued by AFE S.A. in the collateral pool, currently rated 'CC'. We also used the covenanted weighted-average spread (3.75%) indicated by the collateral manager, and the actual weighted-average coupon (4.12%). We have assumed the weighted-average recovery rates for all rated notes (36.79% at 'AAA'). We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Our credit and cash flow analysis indicates that the available credit enhancement for class B-R to E-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped the assigned ratings. The class A-R notes can withstand stresses commensurate with the assigned rating. "For the class F-R notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 26.20% (for a portfolio with a weighted-average life of 5.06 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 5.06 years, which would result in a target default rate of 16.19%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "We understand that the assets currently held by the CLO equate to approximately 80% of the EUR400 million target par amount. In the absence of other mitigants, and to address a potential liquidity concern on the rated notes on the first payment date, we have tested a ramp-up haircut in our analysis with the rated notes continuing to pass at their respective rating levels. "Until the end of the reinvestment period on Oct. 15, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R to F-R notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Class Rating* (mil. EUR) Sub (%) Interest rate§ A-R AAA (sf) 244.00 39.00 Three/six-month EURIBOR plus 1.33% B-R AA (sf) 45.00 27.75 Three/six-month EURIBOR plus 1.95% C-R A (sf) 25.00 21.50 Three/six-month EURIBOR plus 2.40% D-R BBB- (sf) 30.00 14.00 Three/six-month EURIBOR plus 3.25% E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.45% F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.34% Additional sub. Notes NR 16.70 N/A N/A Sub. Notes NR 38.30 N/A N/A *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R to F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. VOYA EURO IX: Fitch Assigns 'B-sf' Final Rating on Class F Notes ---------------------------------------------------------------- Fitch Ratings has assigned Voya Euro CLO IX DAC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Voya Euro CLO IX DAC A XS3109451701 LT AAAsf New Rating AAA(EXP)sf B-1 XS3109452006 LT AAsf New Rating AA(EXP)sf B-2 XS3109452345 LT AAsf New Rating AA(EXP)sf C XS3109452691 LT Asf New Rating A(EXP)sf D XS3109452857 LT BBB-sf New Rating BB-(EXP)sf E XS3109453079 LT BB-sf New Rating BB-(EXP)sf F XS3109453236 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3109453400 LT NRsf New Rating NR(EXP)sf Transaction Summary Voya Euro CLO IX DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans, and high-yield bonds. Note proceeds have been used to fund the portfolio with a target par of EUR500 million. The portfolio is actively managed by Voya Alternative Asset Management LLC. The transaction has an about 4.6-year reinvestment period and an 8.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the indicative portfolio to be in the 'B'/'B-' category. The Fitch-weighted average rating factor (WARF) of the indicative portfolio is 24.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate of the identified portfolio is 62.0%. Diversified Portfolio (Positive): The transaction includes four Fitch matrices. Two are effective at closing, corresponding to an 8.5-year WAL and two are effective one year after closing, corresponding to a 7.5-year WAL. Each matrix set corresponds to two different fixed-rate asset limits at 5% and 10%. Switching to the forward matrices is subject to the reinvestment target par condition and rating agency confirmation. The transaction also includes various concentration limits, including a top 10 obligor concentration limit at 20% and a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Positive): The transaction has a 4.6-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL used for the transaction's Fitch-stressed portfolio and matrix analysis is 12 months less than the WAL test covenant at the issue date. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and Fitch WARF and Fitch 'CCC' tests and having a linearly decreasing WAL test covenant. In its opinion, these conditions 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 and would lead to downgrades of one notch for the class D and E notes, two notches for the class B and C notes, and to below 'B-sf' for the class F notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class C notes have a one-notch rating cushion, and the class B, D, E and F notes have two-notch rating cushions due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches 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 across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches for the rated notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may result from better-than-expected portfolio credit quality and a shorter remaining WAL test, which means the notes are able to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may arise from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. Date of Relevant Committee 09 September 2025 ESG Considerations Fitch does not provide ESG relevance scores for Voya Euro CLO IX 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. ========= I T A L Y ========= EVOCA SPA: Fitch Alters Outlook on 'B' LongTerm IDR to Negative --------------------------------------------------------------- Fitch Ratings has revised the Outlook on EVOCA S.p.A.'s Long-Term Issuer Default Rating (IDR) to Negative from Stable and affirmed the IDR at 'B'. Fitch has also affirmed Evoca's senior secured rating at 'B' with a Recovery Rating of 'RR4'. The revised Outlook reflects high leverage due to lower revenue assumptions and slower-than-expected profitability improvements in 2025. Fitch projects leverage at 6.8x at end-2025 (5.9x previously) and forecast a modest recovery in revenue and EBITDA generation from 2026. Any further delays in performance improvement including prolonged free cash flow (FCF) erosion and higher-than-expected leverage will likely lead to a downgrade. The affirmation reflects expectations of revenue recovery and gradual EBITDA margin improvement from 2026, alongside continued positive FCF generation, supporting potential deleveraging toward the rating sensitivity thresholds. Evoca benefits from a strong market position and solid aftermarket revenue, but modest scale and limited product diversification constrain the rating. Key Rating Drivers Underperformance in 1H25: Evoca materially underperformed in 1H25, with revenue declining 19% yoy and the EBITDA margin slightly deteriorating. This was driven by a challenging macroeconomic environment and sharply increased green coffee prices, which affected demand from customers, primarily in southern Europe. Fitch assumes Evoca's performance in 2H25 will gradually recover, but financial metrics for 2025 will be below its previous expectations. Pressed Profitability to Improve: Lower revenue in 1H25 meant Evoca's Fitch-calculated EBITDA margin declined to 19.6% from 21% 12 months earlier. The company is continuing its optimisation programme, but Fitch expects EBITDA margins in 2025 to be flat yoy given the weak 1H25 results. Its revised forecasts expect EBITDA margin to reach 23% in 2026 and 23.9% in 2027. The group's deleveraging capacity is reliant on profitability improvement. High Leverage: Fitch expects EBITDA leverage to rise to about 6.8x at end-2025 from 6.1x at end-2024, due to the underperformance in 1H25, compared with 5.9x expected previously. Fitch expects EBITDA leverage to improve to 6.1x at end-2026 and to 5.7x at end-2027, assuming a slow recovery of revenue and EBITDA generation from 2026. Failure to achieve this will lead to a downgrade. FCF Margin to Remain Positive: Lower EBITDA generation means Fitch expects FCF to be under pressure in 2025 with a marginally positive outcome. In 2025, Fitch forecasts a one-off higher working capital outflow driven by specific inventory-related projects, negatively affecting the FCF margin. With a likely recovery in earnings from 2026, Fitch expects the group to start generating a sustainably solid FCF margin above 3%, underpinned by lower capex (reflecting the asset-light business model), higher EBITDA and no dividend payments. Adequate Business Stability: Business risk is high, as most contracts with customers are short term, limiting revenue visibility. This is mitigated by moderate spare parts and service revenue (22% of total revenue in 2024), which is typically more profitable and supports the group's cash flow generation during a downturn. Solid Market Position: Evoca is a leading global manufacturer of professional coffee machines and vending machines in a fragmented market. The technology content is less significant than at large industrial manufacturers. However, the group's solid market position and well-known brands create barriers to entry and support low customer churn. Solid Diversification: The group's business profile has solid geographical diversification across Europe and good customer diversification. About 75% of revenue in 1H25 was in Europe, but this was well diversified by country. In addition, 21% of revenue was derived from the Americas and the rest from Asia-Pacific and other regions. The group benefits from a well-diversified customer base, with the top 10 customers contributing 33% of total revenue in 2024. However, product diversification is narrow. Peer Analysis Evoca has leading market positions in the niche professional coffee machine market, supported by its diversified geographical footprint and good customer diversification. Like Flender International GmbH (B/Stable) and Ammega Group B.V. (B-/Negative), Evoca's business profile is limited, with a less diversified product range than large industrial peers. However, Evoca's business profile is supported by moderate exposure to spare parts and service revenue, which is comparable with Flender's and Ahlstrom Holdings 3 Oy's (B+/Negative), but lower than TK Elevator Holdco GmbH's (B/Stable). Like Ahlstrom and Ammega, the group has a well-diversified customer base. Evoca's financial profile has healthy EBITDA margins, which are higher than at some Fitch-rated diversified industrial peers, such as Flender, TK Elevator and Ahlstrom. Evoca's FCF margin was over 4% in 2023-2024, and Fitch forecasts it to remain broadly stable, unlike peers ams-OSRAM AG (B/Stable), Flender, TK Elevator and Ahlstrom, which have recently had volatile FCF margins. Evoca's expected high EBITDA leverage of 6.8x at end-2025 is similar to TK Elevator's but above that of higher-rated peers such as Ahlstrom and ams-OSRAM. Key Assumptions - Revenue down about 10% in 2025, then rebounding to an average growth rate of about 3.3% a year over 2026-2028 - EBITDA staying broadly flat in 2025, reflecting lower revenue, before improving over 2026-2028 supported by optimisation initiatives and a favourable product mix shift - Capex of around EUR20 million a year over 2025-2028 - No M&A activity until 2028 - No dividend distributions until 2028 Recovery Analysis - The recovery analysis assumes that Evoca would be considered a going concern (GC) in bankruptcy and reorganised rather than liquidated. This is driven by its leading position in a niche market, long record of sound operating performance, sustainable relationships with customers and historically healthy EBITDA generation. - Fitch estimates the GC value available for creditor claims at about EUR375 million, based on a GC EBITDA of EUR75 million. The GC EBITDA reflects the loss of some of its largest customers, increased competition and the postponed replacement cycle of Evoca's products used by its customers. The assumption also reflects corrective measures taken in the reorganisation to offset the adverse conditions that trigger default. - Fitch assumes a 10% administrative claim. - Fitch uses a 5.0x EBITDA enterprise value (EV) multiple to calculate a post-reorganisation valuation, which is comparable with multiples applied to some diversified industrials peers. This multiple reflects Evoca's limited product diversification, despite geographic and customer diversification supporting its market leadership. - Fitch deducts about EUR2.3 million EV relating to the group's factoring usage. - Fitch estimates the total amount of senior debt for creditor claims at EUR630 million, which includes a super senior secured revolving credit facility (RCF) of EUR80 million and EUR550 million in senior secured notes. - These assumptions result in a recovery rate for the senior secured notes within a 'RR4' Recovery Rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 5.5x - EBITDA interest coverage below 2.5x - Volatile FCF margins - Failure to deliver EBITDA margin growth with strategic optimisation initiatives and a structurally weaker business profile Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 4.5x - EBITDA interest coverage above 3.0x - FCF margins consistently above 2% - Successful implementation of strategic optimisation initiatives that leads to EBITDA margin growth and a structurally stronger business profile Liquidity and Debt Structure Evoca has sufficient liquidity with readily available cash (net of Fitch-restricted cash of EUR7.5 million) totaling EUR46 million at end-June 2025. The undrawn EUR80 million RCF matures in 2028. Expected positive FCF generation provides an additional cushion to Evoca's liquidity. At end-1H25, Evoca's debt mostly comprised the EUR550 million senior secured notes due in 2029. Outside the restricted group, EUR210 million of payment-in kind notes mature six months after the senior secured notes. Under Fitch's Corporate Rating Criteria, the agency considers this instrument type equity-like. Issuer Profile Evoca is a global leader in professional coffee machines (Ho.Re.Ca.), other hot and cold beverage and snack & food vending machines (Impulse). It has a fast-developing presence in professional coffee machines for offices and food services. 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 ----------- ------ -------- ----- EVOCA S.p.A. LT IDR B Affirmed B senior secured LT B Affirmed RR4 B ================= L I T H U A N I A ================= AKROPOLIS GROUP: S&P Affirms 'BB+' ICR on Galio Group Acquisition ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit and issue ratings on Akropolis Group UAB and the company's senior unsecured debt. The rating on Akropolis is in line with its rating on Maxima Grupe UAB, Vilniaus Prekyba's (VP group's) main subsidiary. The stable outlook on Akropolis reflects that on Maxima. S&P expects Maxima will maintain its leading market position in the Baltics, despite intensifying competition, and soundly execute its planned store expansion in Poland and Bulgaria, while it expects VP's (not rated) debt to EBITDA of about 2.0-2.5x and annual FOCF after leases to largely cover dividend payments. On Sept. 22, 2025, Akropolis Group UAB announced it has agreed to acquire 100% of Galio Group UAB, a real estate company in the Baltics, increasing its assets base by about 30% with an expected closing in the next few days. Although this acquisition would slightly weaken Akropolis' credit metrics over the coming 12 months, S&P thinks it would also strengthen its portfolio scale and segment diversity. S&P said, "The transaction would moderately enhance Akropolis' scale and diversity, further strengthening its market position in the Baltics. The Galio acquisition will likely improve Akropolis' business risk profile, in our view. We expect the combined portfolio's pro forma gross asset value to increase to approximately EUR1.4 billion from EUR1.1 billion as of Dec. 31, 2024. Following the transaction's completion, the company will own 60 income-producing assets, from five currently, reducing asset concentration risk, although acquired assets are much smaller and not comparable to Akropolis' existing five large shopping centers. The transaction, once completed, will reduce the exposure to shopping centers to 73% of total gross asset value, from 96% currently. The remainder of the portfolio will include office assets (8%), single-tenant retail properties (7%), residential development (3%), the Vingis development project (3%), and other assets (6%), supporting further diversification across asset classes. Akropolis' geographic presence will remain concentrated in its core markets of Lithuania (representing an anticipated 63% of the pro forma property portfolio value) and Latvia (34%), with a modest expansion into Estonia (3%). On the other hand, the transaction will moderately increase the company's concentration to its 10 largest tenants to 26% of rental income from 21% as of Dec. 31, 2024, in particular to its largest tenant of Maxima, the anchor grocery store, which would contribute to 11% of total rental income of the combined group up from 6.1% currently. Lastly, the transaction will increase the company's exposure to development activities through Galio residential projects, which we view riskier, but we understand this business will remain well below 10% of EBITDA. "We anticipate operating fundamentals for Akropolis' properties to be broadly stable over the next 12 months, underpinned by solid demand across all asset classes. In first semester 2025, the company demonstrated solid performance, reporting 5.4% like-for-like growth in net rental income. This compares to 8.8% growth recorded in 2024 and 11.8% in 2023. This growth has been supported by both contractual indexation and positive reversion rates observed across Akropolis' five prime, well-located shopping malls. At the same time, the average standing vacancy rate of the portfolio has remained low, at 2.0%-2.5% over the past few years (it was 1.3% as of June 30, 2025). Also, Galio's income-producing assets reported a high and stable 99.5% occupancy as of end of 2024 across its single tenant's assets as well as the office premises. We expect the company post-transaction will continue benefiting from positive like-for-like growth in rental income, while maintaining the current low vacancy rate. "Despite a deterioration of its credit metrics, we still view Akropolis' creditworthiness remaining consistent with the 'bb+' SACP, which is unchanged. The company will fund the transaction with cash on the balance sheet (as part of the EUR262 million available as of June 2025), and a secured term loan of EUR110 million, signed at the announcement of the transaction. We understand the acquisition price would be broadly in line with the latest target book values. We understand the company intends to roll over existing debt at the Galio level of approximately EUR119 million. As a result, Akropolis' gross debt will increase from EUR487 million as of Dec. 31, 2024, to approximately EUR714 million, increasing S&P Global Ratings-adjusted debt-to-debt-plus-equity ratio to 47%-48% pro forma the acquisition, compared with 38.5% as of Dec. 31, 2024. At the same time, we forecast debt-to-EBITDA rising to approximately 7.5x-7.7x as of year-end 2025, from 5.1x end-2024, before improving to 6.0x-6.5x over 2026-2027 due to EBITDA contribution from Galio. In our view, this deterioration of the company's credit metrics is offset by the improvement in its business risk profile, pro forma the transaction, and we therefore still view the SACP remaining consistent at the 'bb+' level. "We still consider VP group's holding in Akropolis as core with a high likelihood of group support and reducing the refinancing risks markedly, in our view. VP group owns 100% of Akropolis and we view the latter as a core to the former and integral to the group's identity and strategy--for instance, about 50% of VP group's fixed assets are Akropolis' shopping centers, and VP group's subsidiaries represent about 32% pro forma the acquisition of Akropolis' total gross leasable area (20% before the acquisition) and approximately 15% of its total income (11.5%). As such, we think it is unlikely VP will sell its subsidiary. We expect the group to support Akropolis under foreseeable circumstances, as demonstrated by the group's flexible dividend policy (to maintain the capital structure in line with its financial policy). We could also envision the parent could issue debt should its subsidiary fail to access the debt capital market. In addition, under our corporate methodology, the liquidity of core entities can be supported by that of the parent. In our view this potential support from the owners reduces refinancing risk considerably for the coming 24-36 months and partly offsets the risk associated with the average debt maturity being below three years. Our rating on Akropolis is aligned with our assessment of VP's overall group credit profile and the 'BB+' rating on Maxima. This is because Maxima is the main factor in VP's credit quality and the main core subsidiary of the group, representing more than 70% of its EBITDA. The acquisition of Galio is an arm's length transaction from entities controlled by beneficial owner, Nerijus Numa, who also controls VP group. "The stable outlook on the rating on Akropolis reflects our expectations that Maxima will maintain its leading market position in the Baltics despite intensifying competition, soundly execute its planned store expansion in Poland and Bulgaria, and pass on inflation-related costs to end-customers. This will lead to continued revenue growth and a recovery in EBITDA margins toward 7.9% in 2026. The outlook also considers Maxima's dividend distributions, funded with free operating cash flow (FOCF), and our expectation of adjusted funds from operations (FFO) to debt of more than 30% and adjusted debt to EBITDA of 2.0x-2.5x over the next 12-18 months, with annual FOCF after leases to largely cover dividend payments." S&P could lower the rating on Akropolis if it took a similar rating action on Maxima, which could happen if: -- Maxima significantly underperformed our base-case scenario, including a material decline in operating performance and profitability because of intensifying market competition or economic weakness in the Baltics or Poland weighing on margins and cash flows; -- Maxima's or VP group's financial policies became less prudent, either due to increased dividends or large-scale, debt-funded acquisitions that keep leverage at about 3.0x or above and FFO to debt below 30% at either Maxima or the wider group level; -- Maxima and VP group's liquidity deteriorated; or -- The refinancing of the senior notes was not addressed in a timely manner. Although it would not result in a downgrade due to expected group support, S&P could revise downward its assessment of Akropolis' SACP if: -- Debt-to-debt-plus-equity ratio did not remain below 50%, which could stem from a higher portfolio devaluation than anticipated, or higher-than-expected investments -- EBITDA-interest-coverage ratio falls below 2.4x, -- Debt to EBITDA nears or surpasses 7.5x; S&P could raise the ratings on Akropolis if it took a similar action on Maxima, which could happen if the group successfully expands its scale, gains market position, and improves profitability translating into the following: -- Adjusted debt to EBITDA falling sustainably below 2.0x for Maxima and VP; -- Maxima's FOCF after leases substantially exceeding its dividend payments, resulting in debt reduction; and -- Robust liquidity and capital structure with at least adequate headroom and weighted-average debt maturity. Although it would not result in an upgrade, because the final rating is aligned with that on the group, S&P could revise upward its assessment of Akropolis' SACP if the company significantly expands its portfolio to a scale that would be comparable with those of investment-grade ratings companies, while maintaining positive like-for-like rental growth and stable occupancy levels. In addition, the company would need to sustain the following credit metrics: -- EBITDA interest coverage above 3.8x; -- Debt to debt plus equity falling well below 35%; and -- A debt-to-annualized EBITDA ratio below 4.5x. =================== L U X E M B O U R G =================== INFRAGROUP BIDCO: S&P Affirms 'B' LongTerm ICR, Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' long-term issuer credit rating on Infragroup Bidco S.a.r.l., as well as the 'B' issue rating and '3' recovery rating on the upsized term loan B (TLB) issued by Finco Utilitas B.V. S&P said, "The stable outlook reflects our view that Infragroup will continue to see strong organic revenue of about 10% and EBITDA growth in the next 12 months, thanks to a strong order back log that reflects the secular growth trends in its end markets. This will support positive free operating cash flow (FOCF) and deleveraging toward 5.0x by Sept. 30, 2026, from 6.5x at the close of the transaction, but with sustained improvements expected to be offset by a financial policy that tolerates debt-funded acquisitions and shareholder returns." Infragroup is raising EUR120 million of incremental debt fungible with its existing EUR1.22 billion term loan B (TLB) due September 2030, to fund the distribution in the context of the reinvestment by existing shareholder. As part of the transaction, Infragroup's minority shareholder ICG has also recommitted its investment through its new ICG Europe 9 fund, including EUR250 million structured as preference shares, which S&P excludes in its adjusted credit metrics. As a result, Infragroup's S&P Global Ratings-adjusted leverage will increase to 6.5x from 5.2x on Sept. 30, 2024, albeit S&P expects strong deleveraging toward 6.0x by Sept. 30, 2025, thanks to a strong ongoing operating performance and successful integration of small-bolt on acquisitions. S&P said, "The transaction temporarily slows deleveraging, but is in line with the company's strategy to fund further bolt-on acquisitions in a fragmented market. The company is raising an incremental EUR120 million tap to fund a shareholder distribution in the context of the reinvestment by ICG PLC. ICG PLC, which is a minority investor, re-invested in Infragroup through its new ICG Europe 9 fund, with EUR250 million of the new equity coming into the structure as preference shares. We treat those as equity in line with the preference shares held by PAI Partners, given we continue to see the controlling shareholder's ability to make binding decisions for all investors, with no cash redemption from the restricted group. We are now forecasting leverage of 6.5x at the end of fiscal 2025, compared with 6.1x previously. While the higher-than-previously assumed acquisition activity, having closed and signed 13 acquisitions since Dec. 31, 2024, temporarily impacts leverage during 2025, we continue to forecast deleveraging to 5.2x in fiscal 2026, while FOCF remains positive at about EUR22 million. "The operating performance remains strong on the back of successful integration of bolt-on acquisitions and favorable market conditions. The company reported pro forma revenue for the last 12 months (LTM) from June 30, 2025, of EUR1.382 billion which compares with the company's budget of EUR1.252 billion and a LTM pro forma revenue of EUR1.177 billion on Dec. 31, 2024. Compared with full-year 2024, Infragroup grew by EUR111 million organically and an incremental EUR94 million coming from acquisitions between January and June. LTM pro forma EBITDA grew to EUR238 million compared with EUR192 million in full-year 2024, of which EUR27 million stems from organic growth and the latter from bolt-on acquisitions during the second and third quarter of fiscal 2025, while the budget pointed to EUR210 million of EBITDA. The strong organic revenue growth came from all verticals, and in particular its gas and electricity vertical, which contributed about 70% of the total organic growth thanks to ongoing high demand for infrastructure investments such as voltage grid developments and transmission capacity upgrades. In our base case we forecast organic revenue growth of about 16% in addition to around EUR225 million of acquired revenue (closed acquisitions during fiscal 2025). In the following two years, we forecast organic growth of close to 11%, supplemented by an estimated acquisition spend of EUR200 million (excluding one German acquisition for which antitrust approval was only obtained in October, and hence, is reflected in the fiscal 2025 figures). In our view, the organic growth is supported by the favorable market conditions linked to electrification and required investments in critical infrastructure assets in Europe, such as the railroad network in Germany and the fiber roll-out in Germany, which is lagging penetration rates compared with other European countries. The solid market tailwinds are solidified by a strong order backlog of around EUR4.9 billion (as of May 31, 2025) and management's track record of successfully integrating bolt-on acquisitions. Therefore, we are also forecasting a gradual expansion in EBITDA margin to 17% by the end of fiscal 2027, despite some acquired companies that are currently below the group EBITDA margin, thanks to realizing synergies, better operating leverage, and growth in verticals that are higher margin, partially offset by mergers and acquisitions (M&A)-related exceptional costs of around EUR15 million annually. "As a result, we forecast leverage will decline to 5.2x in 2026 and 4.5x in 2027, from 6.5x in fiscal 2025, while funds from operations (FFO) to debt is increasing to 14% over the forecast horizon, from 8.7%. FFO cash interest coverage will likely remain comfortably above 2x over the next two years. "We continue to anticipate small bolt-on acquisitions as part of its strategy, supported by positive FOCF generation and ample liquidity. In 2025, we forecast FOCF of above EUR20 million (about EUR50 million excluding transaction-related costs for the incremental debt raises), with capital expenditure (capex) of up to EUR55 million, which includes around EUR10 million of one-off capex related to investments for a new contract win in Germany. We expect capex requirements to stabilize at around 3.5% of revenue annually, while our base case includes working capital outflows of EUR25 million-EUR35 million over the next two years to support the strong organic growth of the business. Thanks to the strong EBITDA growth included in our base case, FOCF is expected to exceed EUR100 million over the next two years. With the solid liquidity profile that is further supported by the additional EUR10 million revolving credit facility (RCF) upsize to EUR160 million, we expect Infragroup to continue with its acquisition strategy of small bolt-on acquisitions to strengthen existing footprints as well as enter new geographies and verticals. "The stable outlook reflects our view that Infragroup will continue to see strong organic revenue of about 10% and EBITDA growth in the next 12 months, thanks to a strong order back log that reflects the secular growth trends in its end markets. This will support positive FOCF and deleveraging toward 5.0x by the end of fiscal 2026 from 6.5x when the transaction closes, but with sustained improvements expected to be offset by a financial policy that tolerates debt-funded acquisitions and shareholder returns." S&P could lower the rating if: -- Economic challenges or operational missteps resulted in sustained negative or limited FOCF; -- Integration challenges from Infragroup's bolt-on acquisitions lead to materially higher-than-expected one-off costs; -- FFO cash interest coverage declines sustainably below 2.0x; or -- The company adopted a more aggressive financial policy, with large debt-funded acquisitions or shareholder-friendly returns that push adjusted debt to EBITDA above 7.0x (on a pro forma basis) for a sustained period. S&P could raise the rating if the company continues to deliver a solid operating performance with robust organic growth and successful execution on its bolt-on acquisitions, alongside a financial policy that supports credit metrics commensurate with a higher rating. This implies adjusted leverage below 5.0x and FFO to debt above 12% on a sustained basis and that the company strategy is supportive of maintaining credit metrics at those levels. VAMOS EUROPE: S&P Rates New $500MM Senior Unsecured Notes 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating to Vamos Europe's proposed $500 million senior unsecured notes maturing in 5 years. S&P also assigned a '3' recovery rating to the proposed notes, indicating its expectation of a meaningful recovery (50%-70%) for the company's unsecured debt in the event of default. Vamos Europe is a wholly-owned finance subsidiary of Brazilian truck and heavy machinery rental company Vamos Locaçao de Caminhoes, Maquinas e Equipamentos S.A. (Vamos; BB-/Stable/--), which will unconditionally and irrevocably guarantee the notes. The company intends to use the proceeds from the proposed notes to prepay debt maturing by 2028, extending its debt maturity profile. The issue rating is at the same level as our issuer credit rating on Vamos based on the latter's guarantee of this debt. Issue Ratings--Recovery Analysis Key analytical factors -- In S&P's simulated default scenario, it contemplates a payment default in 2029 stemming from high default rates in Vamos' contract portfolio, trade-down movement from clients--pressuring prices and margins of new contracts--and the significant weakening of the used-truck market in Brazil (eroding cash generation), amid continued high interest rates and a more aggressive competitive environment. -- S&P's valuation of the company is based on discrete asset valuation on a going-concern basis, because it believes it is likely that Vamos would be restructured given its size, geographic footprint, and client base. Simulated default assumptions -- Simulated year of default: 2029 -- Country of insolvency: Brazil (jurisdiction B), resulting in a '3' jurisdictional cap for unsecured debt. -- S&P applies a 15% haircut to the fleet value because the company would need to apply a discount to liquidate those assets under a stress scenario. -- S&P also applies a dilution rate of 20% and then an additional haircut of 30% in receivables, simulating a potential fall in clients' renewal rates and higher delinquencies. -- S&P applies a 100% haircut to the company's cash position, since it would completely be consumed prior to an event of default. -- The above premises lead to a general haircut of about 31% to Vamos' total asset base value, leading to an estimated gross enterprise value at emergence of R$14.4 billion. Simplified waterfall -- Net enterprise value after 5% administrative costs: R$13.6 billion -- Senior secured debt: R$2.8 billion (FINAME and FINAME direto) -- Senior unsecured debt: R$16.0 billion -- Recovery expectations for the unsecured notes: 50%-70% (rounded estimate: 65%) ================= M A C E D O N I A ================= NORTH MACEDONIA: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR ------------------------------------------------------------------ Fitch Ratings has affirmed North Macedonia's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Key Rating Drivers Rating Fundamentals: North Macedonia's 'BB+' rating is supported by a record of credible and consistent macroeconomic policies that underpin the longstanding de facto exchange rate peg to the euro, more favourable governance indicators than peer medians, and commitment to an EU accession process that acts as a reform anchor over the medium term. Set against these factors are the economy's small size, relatively high banking sector euroisation, high structural unemployment, and weak productivity growth. Lack of Fiscal Anchor: Authorities have delayed the full implementation of the Organic Budget Law (OBL) for a second successive year, signalling adoption will only start in 2027. The OBL imposes a limit of 3% of GDP on the fiscal deficit and 60% of GDP on gross general government debt (GGGD). High current expenditure levels (notably wages and state pensions), which will be difficult to reduce ahead of October 2025 local elections, and limited capacity to raise revenues constrain the OBL's implementation, limiting fiscal policy credibility, in Fitch's view. Large but Declining Fiscal Deficits: The revised 2025 budget formally targets a deficit of 4% of GDP, owing in part to high current spending needs and capex. The deficit was 2.5% of projected full-year GDP in 1H25, benefiting in part from a previously unbudgeted MKD3 billion (0.3pp of GDP) dividend transfer from the central bank. Fitch projects the full-year fiscal deficit at 4.5% of GDP in 2025. Fitch expects a moderate decline in the pace of current expenditure growth combined with under-execution of capex to lead to a gradual reduction in the deficit to 3.9% in 2026 and 3.4% in 2027 (current 'BB' median: 3%). The Medium-Term Fiscal Strategy envisages the budget deficit declining to 2.8% of GDP by 2029. In Fitch's view, this will be contingent on increasing the capacity of revenue management, implementing reforms that will unlock Western Balkans Investment Framework funds (of up to EUR750 million), and tighter control of current expenditure growth. High Government Debt: Fitch projects GGGD/GDP at 54.1% by end-2025, broadly unchanged from 2024, rising to over 56% by end-2027. The authorities are set to roll over a EUR700 million Eurobond maturing in June 2026, with a high likelihood of overfinancing to build up deposits. This follows the borrowing of EUR1 billion (6.5% of GDP) in sovereign loans from Hungary in 2024-25, part of which was used to redeem a EUR500 million Eurobond maturing in January 2025. Fitch's baseline medium-term projections show GGGD stabilising at about 57% of GDP by 2030. About 30% of GGGD is owed to multilateral and bilateral creditors. As of 1H25, about 66% of GGGD was FX denominated, almost entirely in euros, mitigating exchange rate risks due to the denar's de facto peg with the euro. Government guarantees totalled 7% of GDP in 1H25, mostly to state-owned enterprises, and Fitch views these as at low risk of being called. Inflationary Risks: Inflation (HICP) averaged 4.7% yoy in January-July 2025, owing to strong demand pressures arising from high wage growth (1H25: 9.8% yoy), large pension increases and credit growth (1H25: 13% yoy), as well as supply factors including growth in food prices (4.9%) and electricity price increases for small enterprises. Fitch expects inflation to average 4.4% in 2025, before moderating to 3.3% in 2026 and 2.2% in 2027. The central bank is likely to hold rates at 5.35% until end-2025, following a 20bp cut in February. Stable Growth: Real GDP growth averaged 3.2% yoy in 1H25, aided by robust investment (11.7% yoy) as well as household consumption (2.6%). Growth will be supported by construction of the 8/10d road and rail corridors, with a peak contribution expected in 2027. Fitch expects growth to reach 3.2% in 2025 and average 3.4% in 2026-27, slightly above medium-term potential of 3%. Poor demographics and weak productivity growth are key constraints to medium-term growth. Moderating FDI, Credible Currency Peg: Fitch projects the current account deficit to average 2.6% of GDP in 2025-2027 (2024: 2.2%; current 'BB' median: 2%). Fitch expects net FDI to moderate to closer to historical levels after a 17-year high of 7% of GDP in 2024, as labour shortages and global uncertainty over tariffs on the auto industry weigh on investment sentiment. Nevertheless, aided by external borrowing, international reserves will reach 5.2 months of current external payments by 2027, and underpin an external liquidity ratio of 145%, supporting the de facto euro peg. Slow Progress with EU Accession: There has been no notable progress with EU accession, given continued Bulgarian insistence on constitutional changes by North Macedonia to formally recognise Bulgarians as an ethnic minority. In May 2025, North Macedonia reached a EUR6 billion (39% of 2024 GDP) infrastructure development agreement with the UK, under which the UK will provide guarantees for sovereign borrowing for infrastructure projects, which could boost growth over time. Local elections will be held in October 2025, and the ruling party VMRO-DPMNE is likely to perform strongly, which could provide an impetus for early parliamentary elections in 1H26. Stable Banking Sector: The banking sector is profitable (2Q25: return on average equity of 16.8%), well capitalised (2Q25: Tier 1 capital ratio of 19%), with sound liquidity, adequate asset quality (2Q25: non-performing loan ratio of 2.4%) and moderate provision levels. Deposit euroisation is relatively high, at 39.2% as of July 2025, representing a decline from the 2022 peak of 46.1%, but this is partly countered by a broadly matched proportion of euro-denominated loans. Effective November 2025, reserve requirements have been increased for FX- and denar-denominated deposits to encourage denarisation and withdraw excess liquidity to support monetary policy. ESG - Governance: North Macedonia has an ESG Relevance Score (RS) of '5[+]' for both Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality, and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model. North Macedonia has a medium WBGI ranking at the 51st percentile, reflecting a recent record of peaceful political transitions, a moderate level of rights for participation in the political process, moderate institutional capacity, established rule of law, and a moderate level of corruption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Public Finances: A material increase in GGGD/GDP in the medium term due to failure to implement a credible fiscal consolidation strategy External Finances: Pressure on foreign-currency reserves or the de facto currency peg against the euro, caused by a marked deterioration in the external position Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Public Finances: A sharp and sustained decline in GGGD/GDP consistent with an improvement in fiscal management and policy credibility Structural/Macro: Improvement in medium-term growth prospects or governance standards, for example, through demonstrated progress towards EU accession Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns North Macedonia a score equivalent to a rating of 'BB+' on the Long-Term Foreign-Currency (LT FC) IDR scale. Fitch's sovereign rating committee did not adjust the output from the SRM to arrive at the final LT FC IDR. The removal of the previous +1 notch on Macroeconomic Performance, Policies and Prospects (that was to offset the deterioration in the SRM output driven by volatility from the pandemic shock, which Fitch expected to be temporary) reflects that lower inflation and GDP growth volatility have now fed through as contributory factors in the SRM score improving by one notch. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LT FC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and/or not fully reflected in the SRM. Debt Instruments: Key Rating Drivers Senior Unsecured Debt Equalised: The senior unsecured long-term debt ratings are equalised with the applicable Long-Term IDR, as Fitch assumes recoveries will be 'average' when the sovereign's Long-Term IDR is 'BB-' and above. No Recovery Ratings are assigned at this rating. See Rating Actions table below for the full set of instrument ratings. Country Ceiling The Country Ceiling for North Macedonia is 'BBB-', 1 notch above the LT FC IDR. This reflects moderate constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of 0 notches above the IDR. Fitch's rating committee applied a +1 notch qualitative adjustment to this, under the Long-Term Institutional Characteristics pillar, reflecting the importance of FDI to North Macedonia's open economy and the EU accession process. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for North Macedonia. ESG Considerations North Macedonia has an ESG Relevance Score of '5[+]' for Political Stability and Rights as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As North Macedonia has a percentile rank above 50 for the respective Governance Indicator, this has a positive impact on the credit profile. North Macedonia has an ESG Relevance Score of '5[+]' for Rule of Law, Institutional & Regulatory Quality, and Control of Corruption as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As North Macedonia has a percentile rank above 50 for the respective Governance Indicators, this has a positive impact on the credit profile. North Macedonia has an ESG Relevance Score of '4[+]' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the WBGI is relevant to the rating and a rating driver. As North Macedonia has a percentile rank above 50 for the respective Governance Indicator, this has a positive impact on the credit profile. North Macedonia has an ESG Relevance Score of '4[+]' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for North Macedonia, as for all sovereigns. As North Macedonia has a record of 20+ years without a restructuring of public debt and is captured in its SRM variable, this has a positive impact on the credit profile. 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 ----------- ------ ----- North Macedonia, Republic of LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B LC LT IDR BB+ Affirmed BB+ LC ST IDR B Affirmed B Country Ceiling BBB- Affirmed BBB- senior unsecured LT BB+ Affirmed BB+ Senior Unsecured -Local currency LT BB+ Affirmed BB+ Senior Unsecured -Local currency ST B Affirmed B ===================== N E T H E R L A N D S ===================== PEER HOLDING III: S&P Upgrades ICR to 'BB+' on Strong Growth ------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit and issue ratings on Peer Holding III B.V. and its senior secured debt to 'BB+' from 'BB'. S&P assigned its 'BB+' issue rating and '3' recovery rating (rounded estimate 60%) to the proposed TLB. The stable outlook reflects S&P's view that Action will continue to expand its store network and maintain solid like-for-like growth, resulting in consistently strong sales expansion, robust margins, and sound cash generation, all while maintaining a prudent financial policy and adjusted debt to EBITDA of about 3.5x. Peer Holding III B.V., parent company of Netherlands-based discount retailer Action, posted solid results in the first half of 2025 (ending June 29, 2025), advancing on its path of consistent and profitable expansion by enhancing its scale, geographic diversity, and cash flow generation achieved under the ownership of its financial sponsor, 3i Group (A-/Stable/A-2). S&P forecasts this trend will continue over the next years as the company increases its presence and sales in existing and new markets, while preserving its track record of relatively conservative credit metrics and adequate liquidity. Action plans to issue a EUR1.5 billion euro-equivalent term loan B (TLB) and will use a portion of its existing cash balance, together, to fund a shareholder distribution, resulting in S&P Global Ratings-adjusted debt to EBITDA increasing to approximately 3.6x by the end of 2025. Action's consistent growth, including expanding into new European countries while preserving healthy margins, underscores the resilience of its business model. S&P said, "We believe Action has established a robust competitive advantage through agile merchandising strategy, operational efficiency, and disciplined strategy execution, allowing the company to maintain strong performance across economic cycles. This is demonstrated by healthy topline expansion, driven by strong like-for-like growth of 6.8% in the first half of 2025 (ending June 29, 2025), alongside ongoing network expansion throughout Europe. Action has stores across 13 countries, with significant growth opportunities in larger retail markets like Spain, Italy and Poland where its penetration is still comparably low. The company plans to continue expanding its store footprint in new countries, for example, it opened its first stores in Switzerland in 2025 and plans to open its first store in Romania within the next weeks. We anticipate compelling medium-term growth potential as a result. We forecast the company will have opened approximately 370 new stores by the end of this year, surpassing 3,285 stores in total. Based on projected like-for-like growth of about 7%, we estimate revenue will reach EUR16.2 billion in 2025 from EUR13.8 billion in 2024 and S&P Global Ratings-adjusted EBITDA will rise to EUR2.87 billion, compared to EUR2.44 billion last year. We expect the group's S&P Global Ratings-adjusted EBITDA margin to remain stable at 17.7% in 2025, reflecting a strategic focus on price leadership rather than further margin expansion." S&P said, "We anticipate Action will maintain a prudent financial policy consistent with its historical track record. The company intends to issue a EUR1.5 billion TLB and utilize the proceeds to fund a financing-related distribution. Following this transaction, we project adjusted debt to EBITDA to reach 3.6x in 2025, compared with 3.5x in 2024, a level we consider relatively conservative and supportive of Action's financial flexibility as it continues its organic expansion. Given Action's increasing EBITDA base and robust free cash flow generation, we expect the company to continue distributing regular dividends to enhance shareholder returns. The group has consistently demonstrated rapid deleveraging through strong earnings growth, and we consider Action's financial policy as more conservative than that of many financial sponsor-owned issuers. Supported by the history of 3i reinvesting part of its proceeds from Action's shareholder distributions in purchasing more equity in the company, we anticipate the financial sponsor will maintain its ownership and control of the group as well as consistently conservative financial policy commensurate with adjusted debt to EBITDA of about 3.5x in the medium term. Action has not exceeded S&P Global Ratings-adjusted debt to EBITDA ratio of 4.0x in the past four years, despite multiple debt-financed recapitalization transactions, further illustrating its prudent financial approach. "We anticipate the group will maintain sound cash flow and adequate liquidity. Action reported strong free operating cash flow after leases of about EUR0.9 billion in 2024 compared with EUR1.1 billion in 2023, supported by continued earnings growth, disciplined capital expenditure (capex), while constrained by working capital outflow due to normalization of higher inventory from its lower levels in 2023. In our base case, we forecast capex will continue to increase in absolute terms to finance new stores, new distribution centers, and investments in IT. We expect the group will maintain its historical relatively fast payback period on investments of under one year, allowing it to sustain strong conversion of earnings into cash flow. We forecast free operating cash flow after leases of about EUR1.2 billion in 2025 and EUR1.4 billion in 2026, assuming that working capital normalizes. Also, we expect the group will maintain adequate liquidity with about EUR400 million of cash after the transaction and EUR426 million availability under the EUR500 million revolving credit due in June 2028. "We view the consistency of the group's ample cash flow as a strength compared with similarly rated peers. This is due to Action's business model with streamlined merchandising, procurement, and operational efficiency and capital allocation discipline. We forecast that the company will continue funding growth investments with internally generated cash flows and distribute most of the remaining excess cash to shareholders. We project it will sustain EUR850 million ordinary dividends per year, supplemented by periodical special dividends. Nevertheless, we understand there is flexibility in shareholder returns and expect Action and financial sponsor 3i will carry on with the prudent financial policy exhibited so far. "The stable outlook reflects our view that Action will continue to expand its store network in existing and new markets and maintain solid like-for-like growth, resulting in consistently strong earnings growth, robust margins, and sound cash generation while maintaining the prudent financial policy commensurate with its track record to date and adjusted debt to EBITDA of about 3.5x." S&P could lower its rating on Action if: -- Free operating cash flow generation were to significantly weaken, diminishing the surplus cash after the full lease payments. This could occur if industry dynamics or consumer preferences were to change to such an extent that operating performance fell significantly short of our base-case scenario, and like-for-like revenue growth, profitability, or free operating cash flow materially weaken for a prolonged period. -- A more aggressive financial policy or an unexpectedly persistent earnings shortfall result in debt to EBITDA approaching 4x, with no imminent deleveraging prospects. This could happen if the financial sponsor 3i's conservative financial leverage policy or liquidity were to change, resulting in higher appetite for debt-funded dividends from Action. S&P said, "We are unlikely to take another positive rating action over the next 12-24 months, considering the intentions of the financial sponsor to continue its majority ownership and control. We could consider a higher rating if the company were to drastically expand its scale and business diversity alongside sustainably strong profitability and cash generation, leading to a substantially stronger business profile." Alternatively, a higher rating could stem from the financial sponsor relinquishing control over the company, for example by reducing its ownership to less than 40%, accompanied by a strong commitment to sustain a more conservative financial policy with adjusted debt to EBITDA sustainably below 3x. =========== N O R W A Y =========== DEEPOCEAN LTD: S&P Assigns Prelim. 'BB-' LT ICR, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' long-term issuer credit rating to Norway-based DeepOcean Ltd. and its preliminary 'BB-' issue rating and '3' recovery rating to the company's proposed $525 million senior secured notes. The stable outlook reflects S&P's view that DeepOcean will report steadily improving earnings while growing revenue outside of Norway benefiting from favorable market trends that match the company's capabilities (including offshore wind and decommissioning work) while bolt-on acquisitions could continue to diversify revenue. DeepOcean is a global inspection maintenance and repair (IMR) provider with significant presence in Norway (more than 50% of revenue in 2024) and revenue of $843 million in 2024 (up 36.3% from a year earlier). Despite operating in a cyclical industry (oil and gas [O&G] making up close to 85% of its revenue), the company benefits from recurring revenue from exposure to clients' operating expense. DeepOcean is refinancing its capital structure and distributes cash to shareholders. The company intends to issue $525 million of senior notes and distribute $370 million to shareholders. In addition, a $100 million RCF (undrawn at the transaction's close), and a $40 million guarantee facility will support liquidity. S&P forecasts DeepOcean's adjusted debt to EBITDA of below 3x in 2025-2027, thanks to steadily growing revenue and a supportive financial policy of net debt to EBITDA below 2.5x, as calculated by the company. Financial sponsor Triton Partners has owned DeepOcean since 2016, building a track record of developing the company into a global IMR provider to the offshore O&G and renewable power companies. The offshore O&G sector represents the vast majority of its revenue base, at about 85%. Steadily growing revenue and an agile cost structure underpin the company's stable margins and cash flow. S&P anticipates up to 5% revenue growth per year from $842.6 million in 2025 thanks to its exposure to maintenance rather than capital expenditure (capex) spending. DeepOcean has a high proportion of its revenue (more than 75%) from work on offshore infrastructure, which is crucial to the operations of O&G companies. Indeed, there is a constant requirement to maintain assets in good working state as continuous flow of O&G is crucial for the offshore operators. Therefore, S&P thinks the predictability of revenue is high both from a backlog point of view (firm revenue) but even more so from recurring revenue from framework agreements with tier 1 O&G companies such as Equinor, Shell, or ConocoPhillips; and energy companies such as Vattenfall. While DeepOcean generates about 25% of revenue from greenfield projects in O&G, depending on the demand dynamics, the company can respond to lower demand in O&G installations by redeploying capacity to offshore wind or recycling projects, therefore hedging its exposure to O&G volatility further. Another support to stability is the high grade of regulation in the industry they serve, which gives little leeway for operators to postpone maintenance. Earnings stability and customer retention can be seen through the following: -- Over 90% earnings visibility is supported by active frame agreements that have tenors of three years on average and a very high level of contract renewal. Furthermore, the firm order book of about $1.15 billion as of September 2025 provides high visibility. -- About 75% of revenue stems from less-cyclical operating expenditure and abandonment expenditure work. -- There is limited exposure to the more volatile exploration and development phase of the O&G industry. S&P said, "DeepOcean has a track record of integrating bolt-on acquisitions over the past 20 years, acquiring seven companies we would classify as small bolt-on. With a base in Norway since its inception in 1999, DeepOcean has acquired companies to expand its presence in the U.S., West Africa, and more recently in Asia-Pacific and the Middle East though the acquisition of Shelf Subsea (2025). These acquisitions increased not only its area of operations, but also its density and portfolio of services, notably strengthening capabilities in pipelaying for the offshore wind industry. We have not assumed any material acquisitions in our base-case scenario but recognize that the company could undertake smaller bolt-on transactions to improve presence in a certain region or field of expertise, but within the financial policy framework of a maximum net leverage ratio of 2.5x." Healthy EBITDA margins and modest capex support cash flow. DeepOcean's cost structure is well balanced between direct project costs (materials and consumable) that are directly linked to level of project activity, labor costs (engineers in particular) that are flexible given about a third of staff being contractors, and finally charter vessel costs, leased on periods of one month to two years, enabling to pass on and adapt costs depending on market conditions. This flexible cost structure, combined with very low maintenance capex (the company owns only two vessels), allows for robust free operating cash flow before and after lease payments, a key credit strength. Continued gradual improvement in EBITDA margins since 2020 demonstrate this. With an S&P Global Ratings-adjusted EBITDA margin of above 30%, DeepOcean is placed favorably among oilfield services companies, although lower than most offshore drillers, but those companies face much higher volatility through the cycle. S&P notes a certain seasonality, especially for work in harsh environments, resulting in revenue geared toward the second half of the year, with intrayear working capital variations (peak to trough) of up to $100 million. The company has modest capex requirements and plans to invest about $30 million (about 3% of revenue), including growth capex. However, maintenance is only up to $10 million per year and growth capex is discretionary. DeepOcean's small scale of operations, geographic concentration, and key customer reliance are tempering stable earnings and the company's agile cost structure. DeepOcean has a commanding market share in the North Sea, reflected in the long-term contract recently signed with Equinor. And while in a small number of global companies and local players dominate IMR markets, the backlog is strongly geared toward Norway. Furthermore, the total size of the addressable market is limited given the niche operations, and the O&G serviceable subsea market could reach $7 billion by 2030, with DeepOcean having prospective market share of 15%-20% (according to the company). The top 10 customers represent about half of revenue, a risk S&P thinks is partially mitigated by firm and framework agreements and longstanding relationships that makes service provider changes more difficult. The latter is also one of the reasons why it does not expect organic revenue growth of more than 1%-4%. S&P said, "Financial sponsor ownership and policy constrain our rating on DeepOcean. We forecast adjusted debt to EBITDA of less than 3x in 2026-2027. We have not factored in additional returns to shareholders and although acquisitions are possible, we anticipate the company to fund those with business-generated cash to maintain leverage below 2.5x, in line with its policy. Our financial risk assessment reflects our view of the financial sponsor's leverage tolerance. The debt documentation allows DeepOcean to distribute dividends only when consolidated net leverage is below 2.5x, limiting risk to the balance sheet. The company's stated financial policy is to keep company-calculated net debt to EBITDA below 2.5x. Overall, the 'BB-' rating reflects the favorable financial risk profile compared with that of peers and the solid cash flow as partial mitigants to our opinion of the company's financial policy. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary rating should not be construed as evidence of a final rating. If we do not receive the final documentation within a reasonable time frame or if the final documentation departs from the materials reviewed, we reserve the right to withdraw or revise our preliminary rating. Potential changes include the use of bond proceeds; the notes' maturity, size, and conditions; financial and other covenants; the notes security; and their ranking. "We base the stable outlook on our forecast that DeepOcean will maintain adjusted debt to EBITDA of below 3x over the next 12 months with EBITDA expansion at 1%-4%. We do not anticipate any significant operational setbacks because backlog and recurring revenue offers high predictability. "We could lower the ratings if adjusted debt to EBITDA materially exceeded 3.0x for a prolonged period because of lower-than-expected profitability or because the company has issued significant additional debt not backstopped by a corresponding improvement in profitability reflecting am S&P Global Ratings-adjusted EBITDA margin falling below 30%. This would indicate a looser approach to leverage than formulated in the company's leverage target and financial policy. We could also lower the ratings if discretionary cash flow or liquidity deteriorated materially. "We see limited potential for an upgrade in the next 12 months, given the lack of scale, customer and geographic concentration, and financial sponsor ownership. Beyond then, potential rating upside could arise from a changed risk profile potentially from a partial or full divestment leading to a shareholding structure we would view as less risky." ========= S P A I N ========= GESTAMP: S&P Rates New EUR500MM Senior Secured Notes 'BB' --------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue rating and '3' recovery rating to Gestamp's proposed EUR500 million senior secured notes due in 2030. S&P will withdraw its 'BB+' issue rating on the company's EUR399 million existing senior secured notes due 2026 upon the proposed notes' issuance and full redemption of the existing notes. The rating on the new notes is one notch lower than the rating on the existing notes. This follows the closing of an agreement between Gestamp and Banco de Santander S.A., in which Gestamp will sell an average minority stake of 38.6% in four subsidiaries of the group (PropCos) to Santander's investment vehicle company (Andromeda Principal Investments, S.L.U.). The sale will be carried out with the issuance of preferred shares by the PropCos. The group will continue to have control over the PropCos and the related land and building will continue to be operated by other Gestamp subsidiaries under lease agreements. The proceeds for Gestamp amount to about EUR245.5 million and will be upstreamed via intercompany loans. Based on our analysis of the documentation, S&P treats the preferred equity as debt under its criteria. S&P said, "The transaction impacts our issue and recovery ratings because it reduces the value available to noteholders in a hypothetical default scenario. Recovery prospects were only moderately above 70% prior to this transaction. A higher amount of debt at nonguarantor subsidiaries also contributed to the difference in recovery ratings. "The new senior secured loans will refinance the EUR399 million senior secured notes and EUR83 million Schuldschein, both due in 2026. The '3' recovery rating indicates our expectation of average recovery (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a default. "We understand that the proposed notes will rank pari passu with the existing debt and the EUR500 million revolving credit facility (RCF) and will benefit from the same guarantor and security packages. "Our 'BB' long-term issuer credit rating and stable outlook on Gestamp are unchanged. We expect the proposed refinancing to be leverage neutral. However, we forecast the preferred equity's debt treatment will result in a marginally higher cash interest burden, translating into an S&P Global-Ratings adjusted funds from operations to debt of 29.2% in 2025 and 30.6% in 2026 and to an adjusted free operating cash flow to debt of 4.3% in 2025 and 6.5% in 2026, which is slightly below our previous expectations. We still expect adjusted EBITDA margins to increase to 10.5% in 2025 and 10.8% in 2026 from 10.1% in 2024, through the implementation of efficiency and cost reduction measures, which we forecast to offset the expected 1.4% revenue decrease in 2025. Despite our view that credit metrics remain broadly commensurate with the 'BB' rating, we acknowledge there could be risks to our base-case projections. In particular, risks could materialize due to lower global auto production, less successful implementation of restructuring, cost and capex reduction actions, or disruptions in the supply chain and production in connection to U.S. tariffs." Issue Ratings--Recovery Analysis Key analytical factors -- S&P rates the EUR500 million senior secured notes due in 2030 'BB', in line with the issuer credit rating. -- The '3' recovery rating reflects S&P's expectations of average (50%-70%; rounded estimate: 60%) in the event of a default. -- The recovery rating is supported by Gestamp's valuable asset base but limited by substantial prior-ranking liabilities (factoring and subsidiary debt) and pari passu secured debt, including a EUR500 million RCF. -- In S&P's hypothetical default scenario, it envisages a cyclical downturn in the auto sector, intensified competition, and the company's inability to adjust its cost structure or pass-through cost inflation for labor, energy, and other cost items. This results in material deterioration in EBITDA and cash flow. -- S&P values Gestamp as a going concern, given its leading market positions in its key segments and its know-how in safety and weight reduction. Simulated default assumptions -- Year of default: 2030 -- Enterprise value multiple: 5.0x -- Jurisdiction: Spain Simplified waterfall -- Emergence EBITDA: EUR640.6 million (minimum capex at 3.5% of historical three-year average sales; cyclicality adjustment of 10%, standard for the auto sector) -- Gross recovery value: EUR3.2 billion -- Net recovery value for waterfall after 5% administration expense: EUR3.1 billion. -- Estimated priority claims (factoring lines and debt at the subsidiary level): EUR1.5 billion -- Total value available to secured claims: EUR1.6 billion -- Senior secured debt claims: EUR2.5 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) All debt amounts include six months of prepetition interest. ROMANSUR INVESTMENTS: S&P Assigns 'B' LongTerm ICR, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' long-term issuer credit rating and stable outlook to Romansur Investments S.L. S&P also assigned its 'B' long-term issue rating on its term loan with a recovery rating of '3' (55% rounded estimate; indicating meaningful recovery prospects in the event of a payment default). The stable outlook reflects S&P's forecasts that Donte will be able to capitalize from growth opportunities in the Spanish dental market and maintain revenue growth with above dental sector-average adjusted EBITDA margins. Positive and sustainable free cash flow conversion should enable debt reduction prospects. Romansur Investments S.L., parent of the leading Spain-based dental service organization (DSO) Donte Group (Donte), intends to issue a new seven-year EUR520 million senior secured term loan B (TLB) to refinance the existing capital structure, followings its announced acquisition by financial sponsor Ontario Teachers' Pension Plan (OTPP) in July 2025. Donte is the largest DSO in a growing and stable Spanish market, from a regulatory framework standpoint, operating 426 clinics across the country with reported revenue of about EUR365 million and S&P Global Ratings-adjusted EBITDA of EUR86 million in fiscal 2024 (ended Dec. 31). S&P forecasts consistent revenue growth of about 5%, or slightly higher, annually in the next 24 months with S&P Global Ratings-adjusted EBITDA margins of 26%-27%, translating to positive free cash flow generation after leases and gradually reducing debt to below 6.0x by 2027, from 6.2x forecast in 2025. The 'B' rating reflects Donte's good position in the growing and stable Spanish dental service market, from a regulatory framework standpoint, supporting its very strong profitability and partly mitigating single-country concentration. Donte is the largest DSO with an overall estimated 4% market share of the EUR9 billion Spanish dental market. In revenue terms, large chains, like Donte, account for about 12% of total revenue, but only 6% of total clinics--indicating high fragmentation of the market but also their focus on high value-added procedures, such as dental implants. Within the larger chains, Donte has an approximate 35% share and is about 2.0x the size of the second largest player (insurer-owned Adeslas Dental S.A.), with positive share gains since 2019. The group operates under four distinct brands: Vitaldent (95% of total revenue; general dentistry, implants, and orthodontics-focused), Smysecret (within Vitaldent umbrella; aesthetics-focused), Moonz (2% of total revenue; children orthodontics and pediatric dentistry-focused), and MAEX (3% of revenue; oral surgery, and premium general dentistry-focused). Since 2019 Donte has grown considerably in size under the ownership of Advent International private equity, from close to 290 clinics to the current 426 clinics, through a combination of acquisitions and greenfield (new clinics) investments. The virtually single-country focus on Spain is partly mitigated by the very stable regulatory framework, characterized by an out-of-pocket reimbursement system. S&P said, "The latter provides pricing flexibility to the group to offset inflationary pressures, although Donte is competitive in pricing and offers select discounts compared with competitors in particular regions. In addition, we note that Spain does not have a structural deficit of dentists, unlike other large markets in Europe, which supports quality of service and profitability. We think that these factors, and Donte's well-integrated business platform, underpin the dentistry sector-leading margins of well above 20.0% (S&P Global Ratings-adjusted 23.6% in 2024, about 26.0% forecast in 2025)." S&P said, "We forecast continuing organic revenue growth in the next two to three years, translating to a further strengthening of the S&P Global Ratings-adjusted EBITDA margins in the 26%-27% range, enabling good cash conversion and deleveraging. For 2026, we forecast revenue growth of about 6%-7% and a further 5%-6% in 2027. This is on the back of expected very strong levels of growth of 12%-14% in 2025, of which about 10% is organic (thanks to patient volumes, mix, and price improvements), with the rest coming from new acquisitions in 2025 and the ramp-up of greenfield investments. We expect organic revenue growth in 2026 of 3.5%-4.5% and in 2027 of 2.5%-3.0%. Donte has a good track record of growing above sector average with a constant adjusted organic growth rate of about 5% (excluding COVID-19 frictions) between 2019-2024 compared with sector growth in Spain of about 1%-2%. This was mainly thanks to capacity optimization efforts of existing clinics and a shift in the treatment mix toward increasing and more complex treatments like implants (57% 2024 revenue) and orthodontics (12% of 2024 revenue). We anticipate that the group will continue to improve the S&P Global Ratings-adjusted EBITDA margins toward 26% in 2025 and into the 26%-27% range in 2026-2027 on the back of the ramp-up of existing clinics, an ongoing uplift in consumer funding, and the recent operating cost structure optimization. Given the out-of-pocket payment system, which supports Donte's working capital cycle, and capital expenditure (capex) reducing toward 4.0% of revenues in 2026-2027 (from about 5.7% in 2025), we forecast positive free operating cash flow (FOCF) of about EUR20 million after lease payments in 2025, improving toward EUR25 million-EUR35 million in 2026, and EUR35 million-EUR45 million in 2027. This should translate into the gradual deleveraging of adjusted (gross) debt to EBITDA toward 5.8x in 2026 and 5.5x in 2027, from about 6.2x forecast in 2025. "We consider the extensive use of consumer financing payment plans as a necessary tool to attract and retain patients in an out-of-pocket market, which exposes the group to consumer confidence through the economic cycle. About 40% of the group's revenue is in the form of cash settled directly by patients upon treatment received. The remaining 60% is funded through consumer financing plans. This is broadly in line with the ratio of financing plans for large chains, while financing plans only account for about 30%-40% for independent clinics, reflecting their smaller scale and weaker ability to offer consumer financing. Donte has established partnerships with 14 commercial banks in Spain. The extensive use of consumer financing plans reflects the out-of-pocket system and relatively high pricing, particularly for the more complex procedures (notably implants, protheses, aesthetics, and surgeries). The financing plans allow Donte and other DSOs to broaden their pool of patients and promote accessibility and retention. We also note that the Spanish population has among the lowest annual average dental visits (about one) in Europe (about two in the EU). Donte offers three types of consumer financing plans: Interest-free (Donte pays interest payments for loans; 66% of all financed payments in the second half of 2024), patient-paid (4% of all financed payments in 2024), and hybrid-interest (costs shared by patient and Donte; 30% of all financed payments in 2024). Related financing commissions linked to interest-free and hybrid payment plans have accounted for about 4% of Donte's revenue on average in recent years. The prevalence of interest-free plans, which are decreasing in relative terms (from 70% in 2022 to 66% in the second half of 2024) through sales-force incentives, exposes the group's earnings to macroeconomic risks, in our view, particularly in a high-interest rate environment. That said, we note that under all plans, the group does not bear the principal payment recovery risk in the event of a patient defaulting on their consumer loans, which is borne by the financial institutions lending to the patients. We also note that Donte offers routine check-ups and diagnostics for free to recruit and retain patients, especially families, and has continued availability throughout macroeconomic cycles." The group has a well invested asset base that supports free cash flow conversion, with a track record of profitable expansion and integration of in-fill acquisitions. Donte's profitability has notably improved in recent years, with S&P Global Ratings-adjusted EBITDA margins increasing from 18.2% in 2021 to 23.6% in 2024. While margins declined temporarily to 14.5% in 2022, because of mergers and acquisitions (M&A), they quickly improved to 20.7% in 2023. The declined mainly reflected integration efforts and turnaround from the 2021 acquisition of 76 clinics from the Dentix chain, which ran into financial troubles during the COVID-19 pandemic. Donte closed about 36 clinics while improving operations, including cash collection at the remaining ones. When it comes to acquisitions, Donte deploys its integration toolkit by reducing overhead costs by centralizing key functions, including procurement. Importantly, the group decisively aligned key components of its operating base, including dentists' wages (about 18.5% of total revenue in 2022-2024) to align with treatment volumes. S&P said, "We note that about 99% of dentists working under the Vitaldent brand are self-employed, which links remuneration with patient visits. We think that the gradual reduction in interest-free financing plans has also boosted the group's margins. We consider Donte's margins as best-in-class in the dental services in Europe, which trend considerably below 20%. For example, larger and more geographically diversified direct peer Colosseum Dental HoldCo II AG's (B/Stable/--) has margins of about 17%, driven by its presence in structurally less profitable markets like France, the U.K., and the Netherlands. Donte's margins also compare favorably with the broader health care services industry average of 15%-25%. We view Donte as being efficient in managing the ramp-up of investing in new clinics with breakeven EBITDA achieved on average within 12 months." S&P said, "We anticipate that Donte will continue to consolidate the highly fragmented Spanish dental market under OTPP's ownership. The fragmentation of the Spanish market is evidenced by Donte's leading market share among larger chains, but modest overall in the context of the entire dental market. This creates an ample opportunity for consolidation, in line with what we observe in most countries in Europe. That said, the consolidation trend is gradual with Donte's acquisition spend averaging about EUR15 million in 2021-2024. In our forecasts, we have incorporated about EUR20 million-EUR22 million in 2025 increasing toward EUR30 million annually in 2026-2027 funded through internal free cash flow generation. We deem larger amounts as more of an event risk given these will likely entail additional borrowings. Given the high fragmentation of the Spanish market, we think that OTPP and management will focus on expanding further locally, at least in the near term. Longer term, we think that geographic expansion outside of Spain is also possible--particularly into countries whose regulatory framework is similar to Spain's. Donte is focused on organic growth and small-scale M&A transactions, and, therefore, transformational acquisitions are not part of our central scenario. "The stable outlook reflects our forecast that Donte will be able to maintain good business momentum, on the back of a stable regulatory framework in Spain, leading market position among larger chains, and steady patient footfall. This should translate to consistently high S&P Global Ratings-adjusted EBITDA margins of over 25%, supporting positive FOCF generation (after lease payments) and fixed-charge coverage of more than 2.0x. "We could lower the rating on Donte over the next 12-18 months if we observe a material negative deviation in credit metrics from our current forecasts, translating to weaker margins putting pressure on FOCF generation and earnings before interest, taxes, depreciation, amortization, and rent fixed-charge coverage falling below 1.5x with no prospects for rapid improvement. This would most likely occur in the event of a marked acceleration in debt-funded discretionary spend under the new ownership, resulting in cost increase acceleration, as the group looks to continue to play a role in the consolidation of a highly fragmented Spanish market. Alternatively, it could also occur in the event of a prolonged drop in consumer confidence leading to volume loss and steeper discounts Donte needs to offer to retain patients. "We could consider raising the ratings on Donte if the group materially outperformed our base case, translating into much stronger margins and free cash flows leading to adjusted debt to EBITDA falling sustainably below 5.0x. This could occur if the group continues to outperform organically the Spanish dental service market and gains further market share, combined with a prudent stance toward discretionary spend, notably acquisitions. Under such a scenario, an upgrade is premised on a track record and commitment by management and owners to maintain such metrics on a sustained basis." SANTANDER CONSUMER 2025-1: Fitch Gives BB+(EXP) Rating on E Debt ---------------------------------------------------------------- Fitch Ratings has assigned Santander Consumer Spain Auto 2025-1, FT expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ Santander Consumer Spain Auto 2025-1, FT Class A1 LT AAA(EXP)sf Expected Rating Class A2 LT AAA(EXP)sf Expected Rating Class B LT AA(EXP)sf Expected Rating Class C LT A-(EXP)sf Expected Rating Class D LT BBB(EXP)sf Expected Rating Class E LT BB+(EXP)sf Expected Rating Transaction Summary Santander Consumer Spain Auto 2025-1, FT is a securitisation of fully amortising vehicle loans originated in Spain by Santander Consumer Finance, S.A. (SCF; A/Stable/F1) to Spanish residents. SCF is ultimately owned by Banco Santander, S.A. (A/Stable/F1). The portfolio will comprise new and used car loans, and motorcycle loans. KEY RATING DRIVERS Blended Asset Assumptions: Fitch has set separate default and recovery rates for each product to reflect their differing performance expectations, based on SCF's historical data, Spain's economic outlook and the originator's underwriting and servicing strategies. For the total pool, Fitch calibrated a blended base-case lifetime default rate of 6.6% and a base case recovery rate of 58.9%, reflecting its greater exposure to new car loans (51.9% in volume) compared with used cars (38.6%) and motorcycle (9.5%) loans. Short Revolving Period: The transaction will have a short revolving period of less than three months until December 2025, during which new receivables can be purchased by the special-purpose vehicle. Fitch considers any credit risk linked to the revolving period sufficiently captured by the default rate multiples, and Fitch therefore has not assumed a stressed portfolio in relation to the limits permitted by the transaction covenants. Fitch estimates that about 6% of the portfolio balance will be replenished at the end of the revolving period, based on an assumed prepayment rate of 8%. Pro Rata Note Amortisation: The class A to D notes will be repaid pro rata from the first payment date after the end of the revolving period unless a sequential amortisation event occurs. The latter is defined by portfolio performance metrics, such as a principal deficiency ledger (PDL) or cumulative losses, exceeding certain thresholds. Fitch views these triggers as robust enough to halt the pro rata mechanism at early signs of performance deterioration. Fitch believes the tail risk posed by the pro rata paydown is mitigated by the mandatory switch to sequential amortisation when the portfolio balance falls below 10% of the initial balance. Payment Interruption Risk Mitigated: Fitch views the cash reserve fund as adequate to mitigate the payment interruption risk in a servicer disruption. It is available to cover senior costs, net swap payments, if any, and interest due on the collateralised notes over three months, a period Fitch views as sufficient for implementing an alternative arrangement. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade For all notes, long-term asset performance deterioration such as increased delinquencies, or reduced recoveries or portfolio yield For the class D notes, a combination of reduced excess spread and the late receipt of recovery cash flows, particularly towards the end of the transaction's life. This considers the thin layer of credit enhancement protection available to the class D notes, which is only provided by a reserve fund Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E) Increase default rates by 10%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBBsf'/'BB+sf' Increase default rates by 25%: 'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Increase default rates by 50%: 'AA-sf'/'Asf'/'BBBsf'/'BB+sf'/'BB+sf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E) Reduce recovery rates by 10%: 'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BB+sf' Reduce recovery rates by 25%: 'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Reduce recovery rates by 50%: 'AA+sf'/'Asf'/'BBB-sf'/'BBsf'/'BB+sf' Expected impact on the notes' ratings of increased defaults and reduced recoveries (class A/B/C/D/E) Increase default rates by 10% and reduce recovery rates by 10%: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BB+sf' Increase default rates by 25% and reduce recovery rates by 25%: 'AAsf'/'Asf'/'BBB-sf'/'BBsf'/'BB+sf' - Increase default rates by 50% and reduce recovery rates by 50%: 'Asf'/'BBBsf'/'BB-sf'/'CCCsf'/'BB+sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A notes are rated at the highest level on Fitch's scale and cannot be upgraded. For the remaining classes, increasing credit enhancement ratios as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher ratings Expected impact on the notes' ratings of reduced defaults and increased recoveries (class A/B/C/D/E) Reduce default rates by 25% and increase recovery rates by 25%: 'AAAsf'/'AAAsf'/'AAsf'/'A+sf'/'BB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. VIA CELERE: S&P Affirms 'B' ICR on Refinancing Plan, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' rating on Spanish property developer Via Celere and assigned its 'B' rating and '3' recovery rating to the proposed senior secured notes due 2031. The stable outlook reflects S&P's view that Via Celere's operating performance should remain resilient over the next 12 months, supported by strong market tailwinds in Spain's main metropolitan areas, where the majority of Via Celere's projects are located. Via Celere (Via Celere Desarrollos Inmobilarios S.A.U.) has enough headroom under the 'B' rating to absorb the increase in debt arising from the proposed transaction. The company is looking to issue a new EUR320 million five and a half-year senior secured notes to refinance its EUR167 million corporate debt due 2027 and distribute EUR135 million to existing shareholders. Notwithstanding the higher gross debt, S&P expects S&P Global S&P S&P said, "Ratings-adjusted debt to EBITDA to remain contained at 4.0x-5.0x, after 2.8x in 2024, and EBITDA interest coverage to stay stable at about 2.5x-3.0x over 2025 and 2026, commensurate with our current 'B' rating. The transaction will also mean Via Celere will benefit from a new five-year super senior revolving credit facility (RCF) of EUR60 million, expected to be undrawn at closing. We understand the aim of the transaction is to realize some returns for shareholders and proactively extend debt maturities." For 2025 and 2026, Via Celere's strong operational momentum should help stabilize credit metrics. Via Celere's credit metrics should stabilize after the transaction, with adjusted debt leverage remaining at 4.0x-5.0x in 2025, while EBITDA interest coverage should remain at 2.5x-3.0x. This assumes S&P Global Ratings-adjusted EBITDA remains at about EUR85 million-EUR90 million in 2025 and EUR90 million-EUR100 million in 2026, supported by significant build-to-sell (BTS) deliveries and additional strategic sales from Via Celere's highly liquid landbank. Building on its recent operational momentum, we expect Via Celere to deliver about 1,400 BTS units in 2025 and about 900-1,000 units in 2026, as well as the 144 remaining build-to-rent (BTR) units already delivered in July 2025. Given the already secured BTS presales as of end-June 2025 (95%, 79%, and 32% of 2025, 2026, and 2027 deliveries, respectively), we expect Via Celere can commercialize its remaining unsold units to be delivered over the next 12 months. Additionally, in line with its opportunistic landbank management strategy, the company has closed about EUR40 million of land disposals in the first six months of 2025 and we expect additional divestments of about EUR80 million-EUR100 million annually over 2026 and 2027. S&P anticipates that, given the significant revaluation of the company's landbank in previous years, due to the Spanish market's strong fundamentals, the increasing weight of land sales in the product mix will support an EBITDA margin expansion to 25%-27% in 2026 and 2027, from 18%-20% expected for 2025. S&P said, "We expect free operating cash flow (FOCF) to remain positive over 2025 and 2026, although constrained by increasing working capital needs. We anticipate that Via Celere will continue to generate robust S&P Global Ratings-adjusted FOCF of about EUR90 million-EUR100 million in 2025, supported by significant BTS deliveries and strategic land sales. We understand the company plans to revamp land acquisitions to support future deliveries and capitalize on the strong tailwinds in the Spanish residential market, which suffers from structural undersupply. The company's current landbank, located mainly in the metropolitan belts of large Spanish cities (predominantly Madrid, Malaga, Barcelona, Seville, and Valencia) represent capacity to build about 11,280 units. Therefore, we expect a transitional decline in FOCF toward EUR0 million-EUR20 million in 2026 and zero or up to negative EUR20 million in 2027 as the company starts construction on newly acquired land plots, translating into higher working capital needs. "In our view, Via Celere's updated shareholder structure should not alter the company's current strategy. In August 2025, Via Celere's controlling shareholder, Varde Partners, announced binding commitments to form a continuation fund to extend its investment in the company, which will leave its stake unchanged at 76%. The transaction will provide liquidity to Varde's existing limited partners and include about EUR450 million in capital commitments, including EUR300 million from CBRE Investment Management and EUR140 million from Cross Ocean Partners. We understand the transaction will allow the extension of Varde's investment horizon, providing stability to Via Celere's leadership position in the Spanish residential market. "We expect liquidity will remain adequate over the next 12 months. Pro forma the transaction, the group will have about EUR90 million in accessible cash and equivalents. It will also benefit from its new EUR60 million available super senior RCF, due 2030 and expected to remain undrawn at closing, and our estimate of EUR75 million-EUR85 million in cash funds from operations (FFO). Additionally, after the refinancing, the group will not face any major debt maturities until 2031, when the EUR320 million senior secured notes are due. "The stable outlook reflects our view that the company's revenue should remain supported by solid presales and continuous demand for its apartments in Spain's main metropolitan areas--where the majority of Via Celere's projects are located--despite the expected economic slowdown. "We forecast that the company will maintain S&P Global Ratings-adjusted EBITDA interest coverage of 2.5x-3.0x over the next 12 months, with S&P Global Ratings-adjusted debt to EBITDA remaining elevated at 4.0x-5.0x (excluding approximately EUR5 million-EUR10 million of impairment reversals). Our base-case scenario also factors in positive FOCF of EUR90 million-EUR100 million in 2025 before it declines to EUR0 million-EUR20 million in 2026 due to increased construction to support medium-term deliveries. "We could lower the rating if operating performance deteriorated, for example, owing to a worsening market downturn with a significant decline in demand for Via Celere's assets, or an unexpected increase in construction costs." These scenarios might translate into weakened financial ratios, such as: -- EBITDA interest coverage falling well below 2x; -- Debt to EBITDA increasing and remaining well above 5x; or -- Negative FOCF for a sustained period. S&P said, "We are unlikely to upgrade Via Celere. However, a positive rating action could follow if the company's credit metrics move more in line with a higher financial risk assessment, and we believe the risk of releveraging is low based on its financial policy and our view of the owner's financial risk appetite." ===================== S W I T Z E R L A N D ===================== GARRETT MOTION: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has upgraded Garrett Motion Inc.'s Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB-'. The Outlook is Stable. Fitch has also upgraded its senior unsecured notes to 'BB', from 'BB-', and affirmed its senior secured notes at 'BB+'. The Recovery Ratings are 'RR4' and 'RR2' for the senior unsecured and secured notes, respectively. The upgrade reflects Garrett's materially improved financial profile since its spin-off, in particular its continuing superior profitability and robust free cash flow (FCF), despite persistent challenges in the global auto sector. Fitch expects EBITDA leverage to be at or below 2.5x over 2025-2028, within its rating sensitivities. Garrett is exposed to greater electrification transition risk than higher-rated peers due to its focus on turbochargers as a niche auto supplier. However, Fitch expects a slower powertrain transition to sustain turbo penetration, which is vital to reducing CO2 emission in internal combustion engine (ICEs), and delay product obsolescence over the medium term. Key Rating Drivers Strong Profitability in Cyclical Downturns: Fitch believes Garrett's profitability will remain robust, despite the challenges facing the global auto industry since 2024. Fitch forecasts its EBITDA margin and EBIT margin at about 17% and 14%, respectively, over 2025-2028, due to its lean cost base, with 80% being flexible costs. Fitch expects minimal financial impact from the US's evolving trade policy, also due to its ability to pass through costs. Its profitability is strong compared with Fitch-rated EMEA-based auto suppliers' and for its rating. Shareholder Remuneration Neutral to Rating: Garrett intends to distribute 75% of adjusted FCF to shareholders, either as dividend or buybacks. Fitch assumes about USD250 million of distribution a year, of which 20% is in the form of dividends (reducing Fitch-defined FCF), with 80% in share repurchases (below Fitch-defined FCF). Fitch considers the shareholder remuneration policy neutral to the rating and expect FCF margins to remain comfortable for the rating. However, reduced flexibility in shareholder distributions, potentially resulting in FCF erosion and higher leverage, would lead to negative rating action. Leverage Commensurate with Rating: Fitch forecasts Garrett's EBITDA leverage at or below 2.5x over 2025-2028. This is in line with the rating and auto suppliers in the same rating category. Fitch has not assumed sizable voluntary debt repayment in the projection, consistent with the company's capital deployment strategy to maintain company-defined net leverage of 2.0x which Fitch views as achievable. Fitch expects it to continue optimising existing debt by extending its maturity profile, debt composition and repricing. Electrification Transition Delayed: The electrification transition, especially in Europe, has been delayed based on recent battery electric vehicle adoption rates. However, OEMs still face tighter CO2 emission standards to comply with and they aim to narrow the emissions shortfall by expanding hybrid uptake and increasing the share of Euro 7- compliant models, which require an increasing number of turbochargers. The risk of lost revenue due to electric vehicle (EV) transition has partly eased for Garrett, as other propulsion systems are likely to remain in the market much longer than OEMs had planned and as the company develops new products for EVs. Long-Term Business Threat Remains: Fitch believes that battery electric vehicles will regain their appeal as next generation technologies advance over the medium term. Garrett's revenue target of USD1 billion by 2030 from its zero emissions vehicle products remains unchanged, despite the new market conditions. Failure to achieve the target would be negative for the rating. Non-Auto Exposure Credit Positive: About 30% of Garrett's revenue comes from non-auto industrial applications and aftermarket services. The non-auto projects have substantially better EBITDA margins and a longer contract life, mitigating the cyclicality of global light vehicle production and supporting Garrett's credit profile. Fitch expects the lost volumes from electrification will be compensated by growing non-OEM orders and ramp-up, sustaining long-term revenue growth and profitability. Peer Analysis Garrett is almost entirely dedicated to technologies related to vehicles' motive power, compared with certain auto technology suppliers, such as Aptiv PLC (BBB/RWN) or Visteon Corporation, which are increasingly focused on in-car advanced technologies. It is small versus auto suppliers in the 'BB' rating category, such as FORVIA S.E. (BB+/Negative) and Schaeffler AG (BB+/Stable). Garrett positions itself as a specialist supplier, with a product portfolio limited to turbochargers, and is less diversified than close peer BorgWarner Inc. (BBB+/Stable). The former's sales volumes are also more exposed to electrification transition than core component manufacturers, like CIE Auto and Gestamp. Garrett has some of the strongest EBITDA and FCF metrics in its auto supplier portfolio, despite its niche business profile, aided by its focus on high value-added products, a low-cost base and an asset-light operating model. Its profitability and cash flow generation are aligned with the 'a' rating category median in its criteria for auto suppliers. Key Assumptions - Flat revenue in 2025, followed by growth in the low-to-mid single-digits to 2028, driven by turbo charger penetration and new product ramp-up - EBITDA margin of about 17% over 2025-2028 - Neutral to moderately negative working capital, in tandem with revenue growth - Capex at 2.5%-2.9% of revenue to 2028 - Shareholder distribution of USD250 million a year, with 20% in dividends and 80% in stock repurchases RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to transition the portfolio to electrification products - EBITDA leverage above 2.5x on a sustained basis - FCF margin consistently below 3% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 2.0x on a sustained basis - Significant gains in size, coupled with a diversified product portfolio including electrification products Liquidity and Debt Structure Garrett ended 1H25 with about USD232 million cash on its balance sheet. Its USD630 million (increased and extended in June 2025) revolving credit line was untapped at end-June 2025. Its forecast of solid FCF generation to 2028 further supports the company's daily operations. It also has access to a factoring programme - of which about USD7 million was used at end-2024 - to fund its receivables. Garrett's next large maturity is a bullet repayment in 2032. The company has been actively managing its debt structure by extending the maturity profile and repricing. Sources of Information Garrett designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle OEMs and the vehicle-independent aftermarket. 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 ----------- ------ -------- ----- Garrett Motion, Inc. LT IDR BB Upgrade BB- Garrett Motion Holdings Inc. senior secured LT BB+ Affirmed RR2 BB+ senior unsecured LT BB Upgrade RR4 BB- Garrett LX I S.a r.l. senior unsecured LT BB Upgrade RR4 BB- =========================== U N I T E D K I N G D O M =========================== ACACIUM GROUP: S&P Lowers ICR to 'B-', Outlook Stable ----------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on U.K.-based health care and life sciences staffing and services provider Acacium Group Ltd. and its issue rating on the group's senior secured debt to 'B-' from 'B'. S&P's '3' recovery rating on the senior secured debt remains unchanged, indicating its expectation of meaningful recovery of about 60% in a simulated default scenario. The stable outlook reflects S&P's view that Acacium will continue to face heightened pressure on operating performance through 2025-2026 while gradually building momentum amid the challenging market environment and maintaining adequate liquidity. Acacium has continued to suffer from demand pressure and weaker-than-expected operating performance in the first half of 2025. Although the life sciences and Xyla businesses demonstrated some early signs of stabilization, this was more than offset by materially softer trading in principal health care staffing divisions in the U.K. and Ireland, the U.S., and Australia. S&P said, "We forecast Acacium's adjusted debt to EBITDA will stay at 11x-12x and its funds from operations (FFO) to cash interest coverage at about 1x, while it generates modestly negative free operating cash flow (FOCF) in 2025-2026. "The downgrade reflects a deterioration in credit metrics, compared with our previous expectations, following continued operating underperformance through the first half of 2025. Following the weaker trading in 2024, Acacium continued to suffer from demand pressure since the beginning of 2025. Although the life sciences and Xyla businesses demonstrated some early signs of stabilization, this was more than offset by materially softer trading in principal health care staffing divisions in the U.K. and Ireland, the U.S., and Australia. In line with other rated staffing companies, we observed the persistent market downturn and volume decline has lingered for longer than expected and therefore we expect rebuilding momentum in a challenging environment remains Acacium's top priority in 2025-2026. In our base case, we now estimate Acacium will generate a full-year revenue of about GBP700 million in 2025, about 30% lower versus our previous forecasts. Although management has continued to identify cost base and business areas for further cost-saving opportunities, we now anticipate Acacium will achieve an S&P Global Ratings-adjusted EBITDA margin of 5%-6% in 2025. As such, we expect Acacium's adjusted debt to EBITDA will stay at 11x-12x and its FFO to cash interest coverage will sustain at about 1x, whilst generating modestly negative FOCF in 2025. In our view, these credit metrics are now consistent with a 'B-' rating. "Despite our expectation of deteriorating credit metrics, our liquidity assessment on Acacium remains unchanged. We continue to see Acacium's liquidity as adequate and forecast the group's sources of liquidity will exceed its uses by more than 1.2x over the next 12 months. Although persistent weak demand is likely to continue to pressure Acacium's operating performance and FOCF, we note the business has implemented several levers to preserve cash in difficult times, including partly scaling back on capital expenditure (capex), realizing corporation tax benefits, actively reviewing the cost base, and maintaining discipline in working capital management. At the end of the second quarter of 2025, Acacium's revolving credit facility (RCF) was fully undrawn and there was a modest cash position on the balance sheet, which we view as positive factors that underpin our adequate liquidity assessment. However, we note the RCF and borrowing facilities mature in December 2027 and June 2028. If Acacium's trading momentum and business pipeline continue to be weak, we expect Acacium could face near-term liquidity pressure and medium-term refinancing risk. "The stable outlook reflects our view that Acacium will continue to face heightened pressure on operating performance through 2025-2026 while gradually rebuilding momentum amid the challenging market environment and maintaining adequate liquidity." S&P could lower its rating on Acacium if: -- Its operating performance further deteriorates due to continued weak demand, with no clear signs of recovery, leading S&P to question the sustainability of its capital structure; or -- The group generates persistently negative FOCF that weakens its liquidity position. S&P could consider a positive rating action on Acacium if there is a faster-than-expected recovery in operating performance, leading to sufficient revenue and EBITDA growth and resulting in adjusted debt to EBITDA below 7.0x on a sustained basis, FFO interest coverage reverting toward 2.0x, and FOCF turning sustainably positive. AIRROC LIMITED: Opus Restructuring Named as Administrators ---------------------------------------------------------- Airroc Limited was placed into administration proceedings in the High Court of Justice, No 000458 of 2025, and Louise Williams and Luke Brough of Opus Restructuring LLP were appointed as administrators on Sept. 9, 2025. Airroc Limited, trading as Spectrum Printing, engaged in printing and advertising. Its registered office and principal trading address is at Unit B3 South Point, Foreshore Road, Cardiff, CF10 4SP The joint administrators can be reached at: Louise Williams Luke Brough Opus Restructuring LLP Bridgford Business Centre 29 Bridgford Centre West Bridgford Nottingham NG2 6AU For further details, contact: Cameron Nicol Tel No: 0115 666 8230 Email: Nottingham@opusllp.com ALTEGRA ACCESS & SECURITY: PwC Named as Administrators ------------------------------------------------------ Altegra Access & Security Systems 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-000471, and Timothy Andrew Higgins and Edward Williams and Jane Steer of PricewaterhouseCoopers LLP, were appointed as administrators on Sept 15, 2025. Altegra Access & Security Systems engaged in activities of other holding companies . 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 -- Jane Steer PricewaterhouseCoopers LLP Central Square, 29 Wellington Street LEEDS, LS1 4DL. For further details, contact: Tel No: 0113 289 4000 Email: uk_rvt_suppliers@pwc.com ALTEGRA INTEGRATED: PricewaterhouseCoopers Named as Administrators ------------------------------------------------------------------ Altegra Integrated Solutions 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-000472, and Timothy Andrew Higgins and Edward Williams and Jane Steer of PricewaterhouseCoopers LLP, were appointed as administrators on Sept 15, 2025. Altegra Integrated Solutions engaged in the repair and maintenance of other transport equipment. 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 -- Jane Steer PricewaterhouseCoopers LLP Central Square, 29 Wellington Street Leeds, LS1 4DL For further details, contact: Tel No: 0113 289 4000 Email: uk_rvt_suppliers@pwc.com BRACCAN MORTGAGE 2025-1: S&P Affirms 'B-' Rating on X-Dfrd Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'AAA (sf)' rating on Braccan Mortgage Funding 2025-1 PLC's class A notes, 'AA (sf)' rating on the class B notes, 'A (sf)' rating on the class C-Dfrd notes, 'BBB (sf)' rating on the class D-Dfrd notes, and 'B- (sf)' rating on the class X-Dfrd notes. S&P has resolved the UCO placements of all classes of notes. S&P said, "The transaction closed in May 2025 and was placed under criteria observation following the publication of our updated counterparty criteria on July 25, 2025. At the time of our review, the first interest payment date was still being processed, and no performance data was yet available for assessment. The below credit analysis results reflect the analysis done at closing." Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 22.92 40.49 9.28 AA 15.43 34.30 5.29 A 11.63 23.93 2.78 BBB 7.82 18.00 1.41 BB 4.02 13.86 0.56 B 3.07 10.23 0.31 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. S&P said, "Under our revised counterparty criteria, we no longer apply a loss-based commingling stress. Our credit and cash flow results without this commingling stress indicate that the available credit enhancement for the class A, B, and C-Dfrd notes remains commensurate with the assigned ratings. We therefore affirmed our ratings on these tranches. "We also affirmed our rating on the class D-Dfrd notes. This tranche was able to pass cash flow stresses at higher rating levels than those assigned but our affirmation also considered the sensitivity to higher prepayment scenarios and the fact that the transaction closed only a few months ago. "The class X-Dfrd notes continue to face shortfalls at the 'B' rating level. We applied our 'CCC' criteria to assess if either a rating of 'B-' or in the 'CCC' category would be appropriate for these notes. We do not consider this class of notes to be currently vulnerable and dependent upon favorable business, financial, and economic conditions to pay timely interest and ultimate principal, and we therefore affirmed our 'B- (sf)' rating. "Our updated counterparty criteria do not constrain the ratings in this transaction." Braccan Mortgage Funding 2025-1 is backed primarily by a pool of first-lien buy-to-let and owner-occupied mortgage loans secured on properties in England, Wales, and Scotland. CHATSWORTH HOMES: Quantuma Advisory Named as Administrators ----------------------------------------------------------- Chatsworth Homes Garboldisham Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number: CR-2025-000966, and Nicholas Charles Simmonds and Chris Newell of Quantuma Advisory Limited were appointed as administrators on Sept. 16, 2025. Chatsworth Homes specialized in holiday and other collective accommodation. Its registered office is at Tennyson House, Cambridge Business Park, Cambridge, CB4 0WZ and it is in the process of being changed to 1st Floor, 21 Station Road, Watford, WD17 1AP Its principal trading address is at Land Lying to the West of Hopton Road, Garboldisham, Diss, IP22 2QR The joint administrators can be reached at: Nicholas Charles Simmonds Chris Newell Quantuma Advisory Limited 1st Floor, 21 Station Road Watford, Herts, WD17 1AP For further details, please contact Clare Vila Tel No: 01923 954 174 Email: Clare.Vila@quantuma.com DERBY LABOUR: CG&Co Named as Administrators ------------------------------------------- Derby Labour Club Ltd was placed into administration proceedings in the Business and Property Courts in Manchester, Insolvency and Companies List, Court Number: 2025-MAN-001314, and Edward M Avery-Gee and Nick Brierley of CG&Co were appointed as administrators on Sept. 17, 2025. Derby Labour Club engaged in the development of building projects. Its registered office is at CG & Co, 27 Byrom Street, Manchester, M3 4PF Its principal trading address is at Office 1, 4 Roding Lane South, Ilford, IG4 5NX The joint administrators can be reached at: Edward M Avery-Gee Daniel Richardson CG & Co 27 Byrom Street Manchester, M3 4PF For further details, contact: Lucy Duckworth Email: Lucy.Duckworth@cg-recovery.com Tel No: 0161-358-0210 EVOKEU LIMITED: KRE Corporate Named as Administrators ----------------------------------------------------- Evokeu 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-2025-006138, and David Taylor and Paul Ellison of KRE Corporate Recovery Limited were appointed as administrators on Sept. 5, 2025. Evokeu Limited engaged in information technology consultancy activities. Its registered office and principal trading address is at 54 Vale Road, Windsor, SL4 5LA The administrators can be reached at: David Taylor Paul Ellison KRE Corporate Recovery Limited Unit 8, The Aquarium, 1-7 King Street Reading, RG1 2AN For further information, contact: Alison Young Email: alison.young@krecr.co.uk Tel No: 01189 479090 GREENWICH BIDCO: S&P Assigns 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'B' ratings to Kantar Media's new parent company Greenwich BidCo Ltd. and to the EUR560 million term loan B (TLB); the '3' recovery rating indicates its expectation of about 60% recovery (rounded estimate) in the event of default. The stable outlook reflects S&P's view that Kantar Media will maintain robust organic revenue growth, with materially lower acquisition-related exceptional costs supporting adjusted EBITDA margin higher than 20%, adjusted leverage decreasing comfortably below 7.0x, and positive FOCF from 2027. U.S.-based H.I.G. Capital has acquired U.K.-based audience measurement and consumer research provider, Kantar Media, using a EUR560 million (about $615 million) senior secured term loan B (TLB) and access to a EUR119 million (about $130 million) revolving credit facility (RCF) undrawn at closing. S&P estimates Kantar Media's S&P Global Ratings-adjusted debt to EBITDA at 7.0x-7.5x in 2025-2026, including one-off separation costs, before reducing thereafter, with free operating cash flow (FOCF) to debt negative to breakeven and strengthening toward 5.0% from 2027 as exceptional costs reduce. S&P said, "The ratings are in line with the preliminary ratings we assigned on March 5, 2025. There were no material changes to the financial documentation compared with our original review, and the company's operating performance has been in line with our forecast. We expect that high exceptional costs, related to the carve-out and setting up of Kantar Media's operations as a stand-alone entity, will lead to subdued profitability and high leverage in 2025-2026. We forecast S&P Global Ratings-adjusted debt to EBITDA of 7.0x-7.5x during 2025-2026 and expect exceptional costs to be larger in 2026. However, we note that at least $50 million of separation costs were prefunded as part of the transaction. If the company's setup is completed successfully and without material cost overruns, we expect debt to EBITDA to improve to less than 7.0x in 2027, underpinned by organic revenue and earnings growth and a material decline in exceptional costs. We also believe that FOCF to debt will be breakeven in 2025-2026 before improving toward 5% in 2027. For a more detailed rationale, see “Greenwich Bidco Ltd. (Kantar Media) And Proposed Term Loan B Rated Preliminary 'B'; Outlook Stable," March 5, 2025. "The stable outlook reflects our view that Kantar Media will maintain robust organic revenue growth and that exceptional costs related to the separation will weigh on the company's EBITDA and FOCF in 2025-2026 and materially reduce from 2027, leading to adjusted EBITDA margins higher than 20%. We also assume that S&P Global Ratings-adjusted leverage will decrease comfortably below 7.0x and FOCF will turn positive from 2027, with FOCF to debt strengthening toward 5% thereafter. "We could downgrade Kantar Media if subdued revenue growth due, for example, to intensified market competition, loss of large contracts, or higher exceptional costs than we incorporate in our base case led to persistently weak EBITDA and adjusted leverage above 7.0x beyond 2026. Persistently negative FOCF and EBITDA interest coverage falling below 2.0x could also lead to a downgrade." S&P sees upside potential for the rating as limited. S&P could raise the rating if: -- The business rapidly gains scale and revenue and earnings growth materially exceed S&P's base case; and -- Adjusted leverage substantially decreases to below 5.0x and FOCF to debt approaches 10%, and the company's financial policy supports such stronger metrics on a sustained basis. INEOS GROUP: S&P Rates New EUR650MM Secured Notes Due 2031 'BB-' ---------------------------------------------------------------- S&P Global Ratings had assigned its 'BB-' issue rating to the proposed EUR650 million senior secured notes due 2031 to be issued by INEOS Finance PLC, wholly owned subsidiary of Ineos Group Holdings S.A. (IGH; BB-/Stable/--). S&P assigned a '3' recovery rating to the notes, reflecting its expectation of meaningful recovery prospects of 50%-70% (rounded estimate: 60%) in the event of a default. The recovery rating considers that the proposed notes will rank pari passu to the existing senior secured debt and will benefit from the same guarantors. The security package for the senior secured facilities comprises pledges over all assets, shares, and guarantors that represent at least 85% of EBITDA and assets. The issue and recovery ratings on the proposed senior secured notes are based on preliminary information and are subject to the successful issuance of these facilities and S&P's satisfactory review of the final documentation. Market conditions have softened in second-quarter 2025 and will likely remain challenging in the coming quarters amid subdued demand and trade tensions. S&P therefore revised its forecast, and it now expect IGH's EBITDA to reduce to about EUR1.6 billion in 2025, compared with its previous expectation of about EUR2.0 billion. The proceeds from the proposed notes will largely be used to partly fund IGH's investment in the company's new ethane cracker in Antwerp (Project One). MACROBUTTON EMPTY851|851 Issue Ratings--Recovery Analysis MACROBUTTON EMPTY1410|851 Key analytical factors -- S&P rates the proposed senior secured term notes due 2031, senior secured term loans due 2028-2031, and senior secured notes due 2028-2030 'BB-' with a recovery rating of '3' (60%). -- The recovery rating reflects S&P's view of the company's substantial asset base and its fairly comprehensive security and guarantee package. -- However, this is balanced by the absence of maintenance financial covenants and a substantial proportion of the company's working capital assets being pledged in favor of a receivables securitization facility. -- The security package for the senior secured facilities comprises pledges over all assets, shares, and guarantors that represent at least 85% of EBITDA and assets. -- S&P values IGH as a going concern, given the company's solid market position, large-scale integrated petrochemicals sites across the U.S. and Europe, and diversified end markets. -- S&P said, "Our recovery analysis excludes the value of the Rain facility, which is an obligation of Ineos China Holdings Ltd. that is designated as an unrestricted subsidiary under the company's senior secured term loans and senior secured notes. Senior secured lenders of IGH do not have a claim over this asset. We exclude the EBITDA contribution from this entity for our recovery analysis purposes." -- S&P assumes that the financing of Project One will be ring fenced and will not have a claim on other assets of IGH, while senior secured lenders of IGH will not have a claim over Project One. Simulated default assumptions -- Year of default: 2029 -- Jurisdiction: U.K. MACROBUTTON EMPTY1412|851 Simplified waterfall -- Emergence EBITDA: EUR1.35 billion -- Capital expenditure: 3% of three-year annual average sales (2022-2024) -- Cyclicality adjustment: 10%, in line with the specific industry subsegment -- Multiple: 5.5x -- Operational adjustment: +5% to reflect the company's large scale, integrated, and cost-competitive asset base and expanded perimeter following recent acquisitions. -- Gross recovery value: EUR7.8 billion -- Net recovery value for waterfall after administrative expenses (5%): EUR7.4 billion -- Estimated priority claims (mainly securitization program outstanding): EUR600 million* -- Remaining recovery value: EUR6.8 billion -- Estimated first-lien debt claim: EUR10.7 billion* --Recovery range: 50%-70% (rounded estimate: 60%) --Recovery rating: 3 *All debt amounts include six months of prepetition interest. Securitization facility assumed 100% drawn at default. NOMAD FOODS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Nomad Foods Limited's Long-Term Issuer Default Rating (IDR) at 'BB' with a Stable Outlook and senior secured rating at 'BB+' with a Recovery Rating of 'RR2'. The affirmation reflects upon Nomad's leading position as western Europe's largest frozen-food producer, resilient free cash flow (FCF) consistently above 3% of revenue, and a reiterated financial policy to maintain EBITDA net leverage below 3.5x alongside shareholder distributions. Adequate interest coverage supports solid financial flexibility for the rating. The Stable Outlook captures its expectation of EBITDA margin recovery to above 15% in 2026, following softer profitability in 2025, driven by gradual pass-through of cost inflation, savings from the 2025 efficiency programme, and a favourable product mix. As a result, its rating case assumes a progressive rebuild of modest gross leverage headroom to 2028, from limited levels in 2025. Key Rating Drivers Weakening Revenue in 2025: Fitch expects organic revenue to decline by 1.5% in 2025, following a 2.4% contraction in 1H25, mainly driven by lower sales volume due to unusually warm weather in Europe and retailers destocking, assuming only marginal improvement in 2H25. Fitch expects Nomad's market environment will remain highly competitive and assume only low single-digit annual revenue growth over 2026-2028, mainly driven by price/mix amid moderate recovery in consumer spending, and benefits from the company's plans for accelerated marketing and innovation activities. Temporary EBITDA Margin Pressure: Fitch estimates Fitch-adjusted EBITDA margin will decline to 14.8% in 2025 (2024: 16.0%), mainly driven by higher cost inflation, particularly in poultry and red meat, while the company is adhering to modest price adjustments amid still muted consumer environment in core markets and intense competition. Fitch expects Nomad to return to more active pricing from 2026 to pass through part of the cost inflation to consumers, which together with the recently launched EUR200 million productivity programme for 2026-2028, will result in EBITDA margin recovery toward 15.4% by 2028. Fitch assumes only partial EBITDA margin recovery to 15%-15.5%, compared with historical levels of around 16%, as the company plans to invest some of the savings in marketing, innovation, and merchandising. Fitch also assumes a need to keep advertising and promotional expenses high to support and expand the group's market share. Limited Leverage Headroom: Fitch estimates leverage will increase to 4.7x in 2025 (2024: 4.3x), mainly driven by its assumption of EBITDA decline, which is stretched compared with the negative rating sensitivity of 4.5x. Fitch projects leverage will improve towards 4.5x and below from 2026 due to the EBITDA margin stabilising. Fitch expects rating headroom under the leverage sensitivities will remain narrow in the near term, with moderate ability to absorb any additional external shocks. Financial Policy Adherence Anchors Ratings: The Stable Outlook is supported by Nomad's commitment to its net debt/EBITDA target of 2.5x-3.5x, which corresponds to Fitch-calculated EBITDA gross leverage below 4.5x. It also reflects its expectations of no material debt-funded M&As. The company has stated that its shareholder distribution strategy is subject to adherence to leverage targets. Nomad initiated its first dividend in 2024 and has a USD500 million share buyback programme through 2026. Fitch expects disciplined distributions to shareholders, without compromising the financial policy. Deviation from this could indicate lower flexibility and pressure the rating. Moderated but Strong FCF: Fitch expects FCF to remain close to 3% of revenue in 2025, despite weaker operating profitability and increased dividend post net profit increase in 2024. Over 2026-28 Fitch expects the FCF margin to average about 3.3%, supported by a mild recovery in EBITDA margin and moderate capex. This is lower than around 6% in 2021-2023, mainly due to the dividend launch, but Fitch still views it as strong for the rating, and more commensurate with higher rated peers. Strong FCF, together with Nomad's resilient market position and adequate scale remain a credit strength, differentiating it from lower rated packaged food peers. Peer Analysis Nomad compares well with Conagra Brands, Inc (BBB-/Stable), which is the second-largest branded frozen food producer globally with operations mostly in the US. The two-notch rating differential stems from the latter's larger scale and product diversification as it also sells snacks, which account for about 20% of its revenue. Furthermore, its organic growth profile is stronger than Nomad's, which allows it to better cope with cost inflation, supporting greater business resilience. Nomad is rated below Premier Foods plc (BB+/Stable), one of the UK's largest food businesses, which also benefits from a strong market position in its product categories. Nomad is larger in size and has wider geographic diversification of operations, but the one-notch differential is mainly driven by Premier Foods' higher EBITDA and FCF margin and significantly more conservative leverage. Nomad's two-notch differential with Sammontana Italia S.p.A. (B+/Stable) reflects the former's strength in branded and private-label frozen food, and more diverse portfolio of categories and geographies of operation, and larger overall scale, leading to a stronger business profile. Combined with Nomad's higher cash generation, this justifies larger debt capacity. Nomad's rating also reflects its lower gross leverage of around 4.5x. Despite its more limited geographical diversification and smaller business scale, Nomad is rated higher than the world's largest plant-based spreads and margarine producer, Sigma Holdco BV (B/Stable). The rating differential is due to Nomad's lower leverage, proven ability to generate positive FCF and less challenging demand fundamentals for frozen food than plant-based spreads. Key Assumptions - Organic revenue decline in 2025 and low single digit growth annually thereafter. - EBITDA margin declining to 14.8% in 2025 (2024: 16.0%), driven by cost inflation, before gradually recovering towards 15.4% in 2028. - Capex at 2.7% of revenue in 2025-2028. - Dividend payments at around EUR94million in 2025 growing at about 7% annually to EUR115 million in 2028. Fitch assumes share buybacks of around EUR160 million in 2025 and EUR150 million in 2026, completing the USD500 million share buyback programme scheduled to end in 2026. Fitch further assumes additional repurchases of about EUR100 million per year in 2027 and 2028. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Strengthened business profile through increased business scale or greater geographical and product diversification. - Continuation of organic growth in sales and EBITDA. - EBITDA leverage below 3.5x on a sustained basis, supported by a consistent financial policy. - Maintenance of strong FCF margins. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening organic sales growth, resulting in market-share erosion across key markets. - EBITDA leverage above 4.5x on a sustained basis due to operating underperformance or large-scale M&A. - A reduction in EBITDA margins or higher-than-expected exceptional charges, leading to FCF margins below 2% on a sustained basis. Liquidity and Debt Structure At end-June 2025, Nomad had sufficient liquidity, with reported cash of EUR267 million and EUR165 million available under a revolving credit facility of EUR175 million (of which EUR10 million is carved out as a guarantee facility). Together with expected strong FCF in 2025-2026, this should be more than sufficient to cover small amortisation payments due in the next 12 months on its US dollar-denominated term loan. The next material debt maturity falls in 2028. The one-notch uplift to the rating of the senior secured loans and notes to 'BB+' reflects its view of above-average recovery prospects. These are supported by moderate leverage that is partly offset by the lack of material subordinated, or first-loss, debt tranche in the capital structure. The senior credit facilities and notes share the same collateral and, therefore, rank equally among themselves. Issuer Profile Nomad is the largest frozen food producer in western Europe. 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 ----------- ------ -------- ----- Nomad Foods Lux S.a.r.l. senior secured LT BB+ Affirmed RR2 BB+ Nomad Foods Limited LT IDR BB Affirmed BB Nomad Foods Europe Midco Limited senior secured LT BB+ Affirmed RR2 BB+ Nomad Foods US LLC senior secured LT BB+ Affirmed RR2 BB+ Nomad Foods BondCo Plc senior secured LT BB+ Affirmed RR2 BB+ ODYSSEY FUNDING: S&P Assigns B(sf) Rating on Class F-Dfrd Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Odyssey Funding PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing the issuer also issued unrated class G, H, variable funding notes (VFN), and RC1 and RC2 residual certificates. Odyssey Funding PLC is an RMBS transaction securitizing a portfolio of owner-occupied first-lien (1.4%) and second-lien (98.6%) mortgage loans secured against properties in the U.K. The loans were originated by Selina Finance Ltd. between 2021 and 2025. Of the pool, 68.0% are home equity loans and 32.0% are home equity line of credit (HELOC) loans (assuming the HELOCs are fully drawn). S&P said, "Our ratings address the timely payment of interest and the ultimate payment of principal on the class A notes and the ultimate payment of interest and principal on the other rated notes. Our ratings also address timely receipt of interest and full immediate repayment of previously deferred interest on the class B-Dfrd to F-Dfrd notes when they become the most senior class of notes outstanding. "The issuer is an English special-purpose entity (SPE), which we consider to be bankruptcy remote. "The issuer is exposed to Citibank N.A., London Branch as the transaction account provider and the swap collateral account provider, Lloyds Bank PLC and HSBC Innovation Bank Ltd. as the collection account providers, and BNP Paribas as swap counterparty. The documented replacement mechanisms for the account providers adequately mitigate the transaction's exposure to counterparty risk, in line with our counterparty criteria. "There are no rating constraints under our counterparty, operational risk, or structured finance sovereign risk criteria." Ratings Class Rating Amount (mil. GBP) A AAA (sf) 196.78 B-Dfrd* AA (sf) 25.78 C-Dfrd* A- (sf) 19.00 D-Dfrd* BBB (sf) 10.86 E-Dfrd* BB (sf) 8.14 F-Dfrd* B (sf) 4.07 G NR 3.39 H NR 3.39 X-Dfrd* BB+ (sf) 6.79 VFN NR N/A RC1 Residual Certificates NR N/A RC2 Residual Certificates NR N/A *S&P's rating on this class of notes considers the potential deferral of interest payments. NR--Not rated. N/A--Not applicable. VFN--Variable funding notes. PENTALEC LIMITED: Kreston Reeves Named as Administrators -------------------------------------------------------- Pentalec Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies, No 006046 of 2025, and James Hopkirk and Andrew Tate of Kreston Reeves LLP were appointed as administrators on Sept. 12, 2025. Pentalec Limited are MEP contractors. Its registered office is at Unit 12 Yew Tree Industrial Estate, Mill Hall, Aylesford, Kent, ME20 7ET Its principal trading address is at Unit 6, The Courtyard Campus Way, Gillingham, ME8 0NZ The joint administrators can be reached at: James Hopkirk Andrew Tate Kreston Reeves LLP 2nd Floor Maritime Place Quayside, Chatham Maritime Kent, ME4 4QZ For further information, contact Martin Brylka Kreston Reeves LLP Tel No: 01634 899800 Email: Martin.Brylka@krestonreeves.com POLARIS 2023-2: S&P Lowers Class F-Dfrd Notes Rating to 'BB(sf)' ---------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Polaris 2023-2 PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes to 'AA (sf)' from 'A (sf)', and D-Dfrd notes to 'A+ (sf)' from 'A- (sf)'. S&P lowered its rating on the class F-Dfrd notes to 'BB (sf)' from 'BB+ (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes and its 'BBB (sf)' rating on the E-Dfrd notes. The rating actions reflect the significant paydown of the class A notes to GBP184.55 million from GBP395.86 million as of July 2025, a 53% reduction since closing that increases credit enhancement for all rated notes. S&P said, "We also considered rising arrears in the portfolio. Total loan-level arrears have increased to 10.84% as of June 2025 from 3.60% at closing. 90+ days arrears have also increased to 6.96% from 1.50% over the same period. Despite increasing, arrears are currently below our U.K. nonconforming index for post-2014 originations. Minor losses have been recorded since closing. "Since closing, our weighted-average foreclosure frequency assumptions have increased at all rating levels, driven by the higher loan-level arrears. As of June 2025, the weighted-average indexed current loan to value (LTV) is 60.52%, 0.52 percentage points lower than at closing. The lower weighted-average current LTV ratio and updates to our under- and overvaluation assessments for the U.K. residential real estate market have also reduced our weighted-average loss severity assumptions. Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 28.48 31.83 9.07 AA 21.90 25.82 5.65 A 18.42 16.64 3.07 BBB 14.89 11.76 1.75 BB 11.31 8.54 0.97 B 10.42 5.89 0.61 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. Counterparty, operational, and legal risks do not constrain the ratings on the notes. S&P said, "Our credit and cash flow results indicate that the available credit enhancement for the class A notes remains commensurate with the assigned rating. We therefore affirmed our 'AAA (sf)' rating. "Our cash flow analysis indicates that the class B-Dfrd notes can withstand stresses commensurate with a rating higher than that assigned. However, the presence of an interest deferral mechanism is, in our view, inconsistent with the definition of a 'AAA' rating. We therefore limited our upgrade and raised our rating to 'AA+ (sf)' from 'AA (sf)'. "Our cash flow analysis indicates that the class C-Dfrd, D-Dfrd, and E-Dfrd notes can withstand stresses commensurate with ratings higher than those assigned. However, we limited our upgrades of these notes, considering their relative positions in the capital structure and sensitivity to higher levels of defaults." The class F-Dfrd notes did not pass stresses commensurate with the previously assigned rating, reflecting the increase in arrears since closing. S&P therefore lowered its rating. Macroeconomic forecasts and forward-looking analysis S&P expects U.K. inflation to remain above the Bank of England's 2% target in 2025 and anticipate a rise in U.K. house prices of about 4%. Although high inflation is overall credit negative for all borrowers, inevitably some borrowers will be more negatively affected than others, and to the extent inflationary pressures materialize more quickly or more severely than currently expected, risks may emerge. S&P said, "Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we have performed sensitivities related to higher levels of defaults due to increased arrears and extended recovery timing due to observed delays to repossession owning to court backlogs in the U.K. and the repossession grace period announced by the U.K. government under the Mortgage Charter. The notes remained robust to these sensitivities." Polaris 2023-2 is a static RMBS transaction that securitizes a portfolio of owner-occupied and buy-to-let mortgage loans secured on properties in the U.K. PROJECT AURORA 1: S&P Assigns Prelim. 'B' ICR, Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B' long-term issuer credit rating to U.K.-based Project Aurora Holdco 1 Ltd. (Spectris). S&P also assigned its preliminary 'B' issue rating to the group's new GBP1.5 billion term loan B (TLB). The '3' recovery rating reflects its expectation of meaningful recovery prospects (50%-70%; rounded estimate 60%) in the event of a default. S&P said, "The stable outlook reflects our view that Spectris will continue to deliver on its business strategy and maintain credit metrics commensurate with the rating--specifically, adjusted EBITDA margins improving to about 18% in 2026. We expect the group to post positive free operating cash flow (FOCF), adjusted debt to EBITDA below 6x, and funds from operations (FFO) cash interest coverage of more than 2.5x over our 12-month outlook horizon." KKR is acquiring U.K.-based Project Aurora Holdco 1 Ltd. (Spectris), a leading precision measurement instrument manufacturer. Spectris will be delisted as part of the transaction and will become 100% owned by KKR. The transaction has been funded through GBP3.6 billion of common equity, where no quasi-equity or shareholder loans are present in the structure, as well as GBP1.5 billion of proposed senior secured debt. Spectris' credit quality is supported by good geographic, product, and customer diversity, coupled with barriers to entry. Management continues to streamline the business and reduce costs, which should bolster profitability. The group's credit quality is constrained by its moderate scale (versus higher rated peers) and by a tolerance for high leverage. S&P said, "In our base-case scenario, we expect the group's revenue to rise steadily to about GBP1.4 billion in 2025, and more than GBP1.5 billion in 2026, from about GBP1.3 billion in 2024. "Due to the timing of the transaction, we expect that Spectris' S&P-adjusted debt to EBITDA will spike to more than 7x in 2025 but improve to about 5.5x to 6x in 2026. We understand that, to fund the acquisition, Spectris will issue a new GBP1.5 billion TLB (comprising a euro tranche and a U.S. dollar tranche, with the split still to be confirmed. New owner KKR will provide GBP3.6 billion of common equity. All the group's old debt will be repaid, leaving only GBP77 million of leases to be rolled over into the new capital structure. Furthermore, Spectris will raise a new GBP300 million revolving credit facility (RCF), which we expect to be undrawn following completion of the transaction. We understand that there are no non-common equity-like instruments in the group structure at any level between Project Aurora Holdco 1 Ltd. and the KKR funds. Associated transaction fees are anticipated to be up to GBP200 million. Despite the increase in leverage, we expect Spectris to remain FOCF positive and exhibit FFO to cash interest cover of more than 3x in 2025 and 2026. Our calculation of Spectris' debt includes GBP1.5 billion of new term loans, GBP77 million of lease liabilities, GBP5 million of deferred consideration, and about GBP6 million of pensions." The realization of the benefits from the group's ongoing restructuring program and integration of recent acquisitions should offset some softness in underlying markets, translating into rising revenue and an S&P Global Ratings-adjusted EBITDA margin trending toward 16% in 2025 and about 18% in 2026 (from 12.7% in 2024). Spectris is a well-diversified group but has exposure to some cyclical end markets--such as automotive and metals and mining--that can experience persistent softness. Specifically, the operating performance of the group's Scientific division (61% of 2024 revenue) has been pressured by weaker demand in life sciences, less demand for battery development, and general industrial softness. Its Dynamics business (39% of total 2024 revenue) has been hit by a decline in the automotive market and a cyclical slowdown in industrial machinery. However, despite a challenging 2024, the group has enjoyed a strong uptick in first-half 2025, with all many of its businesses exhibiting revenue growth. S&P forecasts revenue increasing to about GBP1.4 billion in 2025 and more than GBP1.5 billion in 2026, supported by the full-year contribution of acquisitions (SciAps, Micromeritics, and Piezocryst) made toward the end of 2024. S&P said, "The group invests a significant amount in research and development (R&D) each year (about 7%-8% of revenue, higher than many similarly rated peers) and we expect this to continue, noting that almost all of it is expensed. Management continues to streamline the group's cost base (rolling out of a new enterprise resource planning [ERP] platform, headcount rationalization, realizing synergies from acquisitions) and despite our assumption that S&P Global Ratings-adjusted EBITDA will be weighed down by material restructuring costs until 2027 at least, we still expect the benefits of these measures to result in improving profitability, with S&P Global Ratings-adjusted EBITDA margins rising toward 16% in 2025 and about 18% in 2026. However, we note that the group's profitability and therefore credit metrics are sensitive to any underperformance against our base case, specifically we note that higher-than-expected restructuring costs could immediately pressure the ratings. "Improving profitability coupled with improved working capital conditions and a capital expenditure (capex)-light business model means that FOCF should remain strongly positive in 2025 and 2026. We forecast that Spectris will report positive FOCF of more than GBP100 million per year in 2025 and 2026. We understand that KKR and management are focused on organic growth and profitability improvement and, as such, we do not factor in any further sizable M&A to our base case. During 2024, working capital was eroded by the roll out of Spectris' new ERP platform to its Malvern Pananalytical business, which caused higher-than-usual inventory levels and a temporary dent to collections and payments. Management expects a reversal or catch up in 2025 before working capital settles back into its typical pattern. We therefore expect a working capital-related cash inflow of up to GBP20 million in 2025 before it turns slightly negative in 2026 and beyond as the business grows. After incurring higher-than-usual capex in 2024 for site investments, including a new PMS site in Boulder, U.S., we expect capex to return to about GBP35 million per year." Good diversification and barriers to entry support the ratings, offset by a moderate size and scale relative to more highly rated peers coupled with exposure to some cyclical end markets. Our ratings incorporate Spectris' positions in niche markets, moderate scale, good diversity, and strong business offerings that consist of a portfolio of independently operated brands within the material preparation and testing, sensors and controls, and flow control markets. The group supplies about 67,000 customers across a wide range of industries, with no one customer accounting for more than 1% of revenue and no one supplier accounting for more than 2% of purchase spend. Spectris is also well diversified geographically, with a good footprint in North America, Europe, and Asia. Most of the group's brands hold top positions within the niche and highly fragmented markets they serve. Most of the products the group offers are highly engineered and considered mission critical to their customers, creating barriers to entry and relatively high switching costs. Spectris remains exposed to some cyclical end industries--such as automotive and metals and mining--and profitability will potentially continue to reflect some volatility. On the other hand, the group is also exposed to some industries that benefit from strong megatrends, for example aerospace and defense, pharmaceuticals, semiconductors, and electronics. In terms of absolute revenue and EBITDA base, Spectris is smaller than some of its more highly rated peers. S&P said, "We recognize the economic uncertainties arising from U.S. government policy and tariff implementation. Spectris generates about 25% of its revenue in the U.S. S&P Global Ratings believes there is a high degree of unpredictability around policy implementation by the U.S. administration and possible responses--specifically with regard to tariffs--and the potential effect on economies, supply chains, and credit conditions around the world. As a result, our base-line forecasts carry a degree of uncertainty. As situations evolve, we will gauge the macro and credit materiality of potential and actual policy shifts and reassess our guidance accordingly. Despite these global uncertainties, we view several factors as supportive for Spectris. Firstly, the group has established a manufacturing footprint in the U.S., enabling a local-for-local production model. Secondly, the group demonstrates a degree of operational flexibility, allowing it to adapt its manufacturing and sourcing strategies in response to changing cost dynamics across regions. This flexibility should mitigate the potential impact of trade-related disruptions on its cost structure and overall competitiveness. "We assume the final documentation and the final terms will not differ materially and therefore will not result in any changes that would materially affect our base case. If we do not receive the final documentation within a reasonable timeframe, or if the final documentation and final terms of the transaction depart from the materials and terms reviewed, we reserve the right to revise the ratings. Potential changes include, but are not limited to, the utilization of proceeds, maturity, size and conditions of the facilities, financial and other covenants, security, and ranking. "The stable outlook reflects our view that Spectris will continue to deliver on its business strategy and maintain credit metrics commensurate with the rating--specifically, adjusted EBITDA margins improving to about 18% in 2026. We expect the group to post positive FOCF, adjusted debt to EBITDA below 6x, and FFO cash interest coverage of more than 2.5x over our 12-month outlook horizon." S&P could lower the ratings if: -- The group experiences a significant reduction in sales amid an economic slowdown or posts higher-than-expected one off costs that weigh on profitability, causing it to sustain debt to EBITDA above 7x with limited to no prospects for improvement; -- It adopts a more aggressive financial policy that includes large debt-financed acquisition or sizable shareholder rewards; or -- FFO cash interest coverage falls below 2x. Although unlikely in the near term, S&P could raise its rating on Spectris if: -- Stronger-than-expected operating performance reduces its debt to EBITDA below 5x while maintaining adequate liquidity and positive cash flow generation; and -- It demonstrates the size, scale and financial policies that would allow it to sustain this reduced level of leverage. SEA VENTURES (UK): Quantuma Advisory Named as Administrators ------------------------------------------------------------ Sea Ventures (UK) 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-2025-005342, and Kelly Mitchell and Andrew Watling of Quantuma Advisory Limited were appointed as administrators on Sept. 16, 2025. Sea Ventures (UK) Limited engaged in the retail sale of sports goods, fishing gear, camping goods, boats and bicycle. Its registered office is at Unit 17 Swanwick Marina, Swanwick, Southampton, SO31 1ZL and it is in the process of being changed to Office D, Beresford House, Town Quay, Southampton, SO14 2AQ Its principal trading address is at Unit 17 Swanwick Marina, Swanwick, Southampton, SO31 1ZL The joint administrators can be reached at: Kelly Mitchell Andrew Watling Quantuma Advisory Limited Office D, Beresford House Town Quay, Southampton SO14 2AQ For further details, please contact Emily Hayward Tel No: 023 80226464 Email: emily.hayward@quantuma.com VIDI CONSTRUCTION: Horsfields Ltd Named as Administrators --------------------------------------------------------- Vidi Construction Ltd was placed into administration proceedings in The High Court of Justice Business and Property Court in Manchester Company and Insolvency List (Chd), No CR-2025-MAN-001253, and Hemal Mistry and Manubhai Govindbhai Mistry of Horsfields Ltd were appointed as administrators on Sept. 8, 2024. Vidi Construction engaged in construction of domestic buildings and architectural activities. Its registered office is at Suite 4 Cash's Business Centre, Widdrington Road, Coventry CV1 4PB Its principal trading address is at The Triangle, Victoria Road, Ashford, Kent, TN23 4AH; Plot 2, 50 Victoria Plaza, Victoria Road, Ashford, Kent, TN23 7HE; 56 Newtown Road, Hove, BN3 7BA; 25 - 33 Parkhouse Street London Southwark, SE5 7TQ; 922-930 Purley Way Purley, CR8 2JL The joint administrators can be reached at: Hemal Mistry Manubhai Govindbhai Mistry Horsfields Ltd Belgrave Place, 8 Manchester Road Bury, Greater Manchester BL9 0ED For further details, contact: Benjamin Law Email: info@horsfields.com Tel No: 0161 763 3183 ********* 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. 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