251009.mbx

251009.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Thursday, October 9, 2025, Vol. 26, No. 202 Headlines F R A N C E ALTICE FRANCE 3: S&P Assigns 'CCC+' LongTerm ICR, Outlook Stable I R E L A N D AURIUM CLO VIII: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes HARVEST CLO XXX: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R Notes OCPE CLO 2023-7: Fitch Assigns B-sf Final Rating on Cl. F-RR Notes OCPE CLO 2023-7: S&P Assigns B-(sf) Rating on Class F-R-R Notes K A Z A K H S T A N FREEDOM LIFE: S&P Upgrades ICR to 'BB+', Outlook Stable L U X E M B O U R G CHRYSAOR BIDCO: S&P Gives 'B' Rating to EUR665MM Term Facility B1 S P A I N OBRASCON HUARTE: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable U N I T E D K I N G D O M C BROWN SERVICES: Teneo Financial Named as Administrators DANKEE RESOURCING: Begbies Traynor Named as Administrators GIBSON HOUSE (WIRRAL): CG&Co Named as Administrators GVE LONDON: FRP Advisory Named as Administrators INSTINCTIF PARTNERS: Alvarez & Marsal Named as Administrators RIDGEVIEW ESTATE: FRP Advisory Named as Administrators TALKTALK TELECOM: S&P Lowers LT ICR to 'D' on Debt Restructuring VAANI PROPERTY: KR8 Advisory Named as Administrators - - - - - =========== F R A N C E =========== ALTICE FRANCE 3: S&P Assigns 'CCC+' LongTerm ICR, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' long-term issuer credit rating to Altice France Lux 3 and raised its long-term issuer credit rating on Altice France SAS to 'CCC+' from 'D' (default). At the same time, S&P discontinued its ratings on Altice France Holding S.A. S&P said, "We also assigned our 'CCC+' issue rating and '3' recovery rating to Altice France SAS's and Numericable U.S. LLC's senior secured debt; and our 'CCC-' issue rating and '6' recovery rating to Altice France Lux 3's unsecured debt. "The stable outlook reflects our view of the still uncertain operational turnaround and likely persistently negative reported FOCF after leases over the next 12 months, while a liquidity crisis in the near term seems unlikely." Altice France completed its debt restructuring on Oct. 1, which reduces the group's leverage and extends maturities. The group has finalized its debt restructuring, exchanging approximately EUR20 billion senior secured term loans and notes, EUR4.4 billion of unsecured notes, and cash contributions from previous asset sales forEUR14.6 billion of new senior secured and EUR0.9 billion of new unsecured instruments. These new instruments feature higher coupons and extended maturities. The new capital structure includes: Equivalents of EUR13.6 billion of euro- and U.S. dollar-denominated senior secured debt, borrowed by Altice France SAS (for the euro-denominated term-loans and notes) and Numericable U.S. LLC (for the U.S. dollar-denominated term loans), maturing between April 2028 and July 2032. A EUR1.2 billion revolving credit facility (RCF) maturing in 2030, which S&P assumes will be fully drawn at the end of 2025 and ranks pari passu with the senior secured debt. Equivalents of EUR816 million of U.S. dollar-denominated unsecured notes maturing in January 2033. S&P said, "Post restructuring, we anticipate adjusted leverage will decrease to 6.0x-6.5x over 2025-2026, from about 8.0x at year-end 2024. Despite the new debt carrying a higher margin, the reduced debt load is expected to lower total interest expense by EUR250 million-EUR300 million, to about EUR1.2 billion per year. This translates into an EBITDA interest coverage ratio of about 2.0x over 2025-2026, slightly below the 2.1x recorded in 2024, reflecting our forecast of decreasing adjusted EBITDA over the period. Finally, the transaction alleviates short-term refinancing risks by postponing debt maturities to April 2028 and beyond. "We view Altice France's capital structure as unsustainable in the long-term because we expect negative reported FOCF after leases, which will gradually erode the liquidity buffer as the group approaches its 2028 maturities. We forecast continued negative FOCF after leases over 2025-2027 primarily because we estimate that reported EBITDA after leases will decline further through 2026. This, in our view, will increasingly pressure the group's liquidity as it nears its first debt maturities in April 2028. While we don't foresee any liquidity shortfall in the next 12 months, we consider Altice France's liquidity assessment to be less than adequate. We believe the group's capital structure is unsustainable in the long term and reliant on favorable business, market, and financial conditions to improve its underlying performance, strengthen its reported FOCF after leases, and build a long-term and sustainable liquidity buffer. Although we do not factor it in our base case, as no transactions have been finalized, we note Altice France's objective to further deleverage toward its 4.0x reported net leverage target through asset sales and application of proceeds to debt repayment. Such transactions could help the group reduce its interest burden and, all else being equal, strengthen its reported FOCF after leases. However, we believe a more sustainable capital structure would also require evidence of successful and lasting operational turnaround. "Altice France's subdued current trading and uncertain performance turnaround in the challenging and competitive French telecom market constrain the rating. Altice France has transitioned from an aggressive subscriber acquisition and pricing strategy to a more transparent, flat-fee pricing strategy, eliminating deep discounts in the initial months of a contract followed by abrupt increases to market-standard prices. The group has also stopped, in line with competitors, annual price increases of the existing base. We believe this shift has positively influenced the group's churn rate, improved customer satisfaction, and translated into stronger net fixed and mobile postpaid subscriber additions through the first half of 2025. However, the group's is still currently affected by the significant subscriber losses suffered in 2024--revenue and EBITDA after leases declined by 8.3% and 10.1% year on year, respectively, in the second quarter of 2025--and we believe the group's business turnaround is achievable only through sustainable average revenue per user (ARPU) growth, rather than relying solely on volume gains. We therefore remain cautious with our base case for Altice France, because we believe the ARPU trajectory will continue to depend on broader market trends and competitors' actions within the challenging and highly competitive French telecoms market. "The new and more restrictive debt documentation only partially addresses some of our long-term concerns regarding Altice France's governance. We note some positive governance developments, including a significant minority shareholding of 45% in Altice France Lux 3, as well as board-reserved matters requiring certain decisions to be taken with a qualified majority of two-thirds of the board members, including at least one independent director. However, this is mitigated by the historic shareholder retaining a controlling stake in the group--an unusual circumstance compared with some other restructuring transactions--and appointing three of the five board members. The other two independent directors are selected by the minority shareholders, but in consultation with Altice France Holding (not rated), the controlling shareholder's holding company that owns the 55% stake in Altice France Lux 3. We also note the controlling shareholder's track record of prioritizing its own interests over those of creditors and failure to achieve previous deleveraging targets. We believe a combination of shareholder-friendly decisions, aggressive debt appetite, and suboptimal operational decisions ultimately led Altice France to this restructuring, which we viewed as distressed and tantamount to a default. We think credibility of the financial policy remains to be seen, even more so as the company will continue operating outside of its 4.0x net leverage target upon closing of the restructuring transaction. Finally, we note the relatively limited disclosure of key performance indicators. While in our understanding recent improvements have materialized, a longer track record and higher level of disclosure are required to better assess management's ability to durably turnaround the business. "The stable outlook reflects our view of the still uncertain operational turnaround and likely persistent negative reported FOCF after leases over the next 12 months, while a liquidity crisis in the near term seems unlikely. "We could lower the rating to 'CCC' if Altice France's liquidity position and covenant headroom materially deteriorate. This could occur if the group fails to timely sell assets and apply proceeds to debt repayment, or with any continued deterioration of the group's reported FOCF after leases, weaker revenue and EBITDA or higher capital expenditure (capex) than in our base case. "We could raise the rating to 'B-' if reported FOCF after leases sustainably improves to at least breakeven, supported by further debt reduction with proceeds from asset sales and confirmed performance turnaround translating into at least a stabilization of revenue and EBITDA. An upgrade would also require the group's adjusted debt to EBITDA to stay below 7.0x and EBITDA cash interest cover to sustainably strengthen to more than 2.0x." ============= I R E L A N D ============= AURIUM CLO VIII: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes ------------------------------------------------------------------- Fitch has assigned Aurium CLO VIII DAC reset final ratings. Entity/Debt Rating Prior ----------- ------ ----- Aurium CLO VIII DAC - RESET A-R XS3148206652 LT AAAsf New Rating AAA(EXP)sf B-R XS3148206819 LT AAsf New Rating AA(EXP)sf C-R XS3148207031 LT Asf New Rating A(EXP)sf D-R XS3148207205 LT BBB-sf New Rating BBB-(EXP)sf E-R XS3148207460 LT BB-sf New Rating BB-(EXP)sf F-R XS3148207627 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS2342630725 LT NRsf New Rating NR(EXP)sf X XS3150387234 LT AAAsf New Rating AAA(EXP)sf Transaction Summary Aurium CLO VIII DAC RESET is a securitisation of mainly senior secured obligations (at least 90%) with a component of corporate rescue loans, senior unsecured, mezzanine, second-lien loans and high-yield bonds. Net proceeds from the note issue have been used to redeem all existing notes, including the subordinated notes, and fund a portfolio with a target size of EUR550 million. The portfolio manager is Spire Management Limited. The CLO has a five-year reinvestment period and a nine-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor of the identified portfolio is 24.5. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the identified portfolio is 61.1%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a five-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. The transaction includes three Fitch test matrix sets, each comprising two matrices that correspond to two fixed-rate asset limits of 5% and 12.5%. All matrices correspond to a top 10 obligor limit at 20%. One set is effective at closing, corresponding to a nine-year WAL test. Another set, which corresponds to an eight-year WAL test, is effective 12 months after closing. The third set corresponds to a seven-year WAL test and is effective 24 months after closing. Switching to the forward matrices is subject to the satisfaction of the reinvestment target par condition. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant. This reflects the strict reinvestment criteria after the end of the reinvestment period, which includes passing the Fitch 'CCC' limitation and the coverage tests, plus a WAL covenant that consistently steps down. In Fitch's 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 X and A-R notes and would lead to downgrades of one notch for the class B-R, C-R, D-R, E-R and F-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B-R, D-R and E-R notes have rating cushions of two notches and the class C-R and F-R notes of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class X and A-R notes do not have a 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 due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A-R and D-R notes, four notches for the class B-R and C-R notes and to below 'B-sf' for the class E-R and F-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 two notches for the class B-R notes and three notches for the class C-R, D-R, E-R and F-R notes. The class X and A-R notes are rated 'AAAsf', which is the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Aurium CLO VIII DAC - RESET 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 19 September 2025 ESG Considerations Fitch does not provide ESG relevance scores for Aurium CLO VIII DAC - RESET. 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. HARVEST CLO XXX: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Harvest CLO XXX DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Harvest CLO XXX DAC A-R LT AAA(EXP)sf Expected Rating B-R LT AA(EXP)sf Expected Rating C-R LT A(EXP)sf Expected Rating D-R LT BBB-(EXP)sf Expected Rating E-R LT BB-(EXP)sf Expected Rating F-R LT B-(EXP)sf Expected Rating Transaction Summary Harvest CLO XXX DAC is a securitisation of mainly senior secured obligations (at least 96%) with a component of senior unsecured, mezzanine, second-lien loans, first-lien last-out loans and high-yield bonds. On the issue date, the existing notes except the subordinated notes will be refinanced. The portfolio is managed by Investcorp Credit Management EU Limited. The collateralised loan obligation (CLO) has a reinvestment period scheduled to end on a fixed date and a 7.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch Ratings assesses the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24.9. High Recovery Expectations (Positive): At least 96% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 58.8%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest (Fitch-defined) industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The transaction could extend the WAL test by one year from one year after closing if the aggregate collateral balance (with defaulted obligations carried at the lower of Fitch and another rating agency's collateral value) is at least at the reinvestment target par amount and all the tests are passing. Cash Flow Modelling (Positive): The WAL used for the transaction's stress portfolio and matrices analysis is 12 months less than the WAL covenant. This is to account for structural and reinvestment conditions after the reinvestment period, including the overcollateralisation tests and the Fitch 'CCC' limitation test passing after reinvestment. Fitch believes these conditions will reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of one notch each for the class B-R, C-R, D-R and E-R notes and to below 'B-sf' for the class F-R notes. There would be no impact on the class A-R notes. Downgrades based on the identified portfolio may occur if the loss expectation is larger than Fitch initially assumed, due to unexpectedly high levels of default and portfolio deterioration. The better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio mean the class C-R notes each have a one-notch cushion, the class B-R, D-R, E-R and F-R notes each have a two-notch cushion, while the class A-R notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches for the class A-R to E-R notes, and to below 'B-sf' for the class F-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 two notches, except for the 'AAAsf' rated notes. Upgrades, based on the Fitch-stressed portfolio, may occur during the reinvestment period on better-than-expected portfolio credit quality and a shorter remaining WAL test, 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 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. 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 Harvest CLO XXX 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. OCPE CLO 2023-7: Fitch Assigns B-sf Final Rating on Cl. F-RR Notes ------------------------------------------------------------------ Fitch Ratings has assigned OCPE CLO 2023-7 DAC's reset notes final ratings. Entity/Debt Rating Prior ----------- ------ ----- OCPE CLO 2023-7 DAC A XS2665463274 LT PIFsf Paid In Full AAAsf A-RR XS3168712837 LT AAAsf New Rating B-R XS3041391023 LT PIFsf Paid In Full AAsf B-RR XS3168712910 LT AAsf New Rating C-R XS3041391296 LT PIFsf Paid In Full Asf C-RR XS3168713058 LT Asf New Rating D-R XS3041391379 LT PIFsf Paid In Full BBB-sf D-RR XS3168713215 LT BBB-sf New Rating E-R XS3041391452 LT PIFsf Paid In Full BB+sf E-RR XS3168713306 LT BB-sf New Rating F-1-R XS3041391536 LT PIFsf Paid In Full B+sf F-2-R XS3041391619 LT PIFsf Paid In Full B-sf F-RR XS3168713488 LT B-sf New Rating Transaction Summary OCPE CLO 2023-7 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to redeem all the existing notes, except the subordinated notes, with the remaining proceeds invested in additional assets until the target par amount is reached. The portfolio has a target par of EUR350 million and is actively managed by Onex Credit Partners Europe LLP. The CLO has a remaining reinvestment period of about five years and an eight-year weighted average life (WAL) at closing. The WAL can step up by one year, after one year from closing, subject to various conditions being satisfied. 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 (WARF) of the identified portfolio is 24.4. 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 62.5%. Diversified Asset Portfolio (Positive): The transaction includes four Fitch matrices. Two matrices are effective at closing, corresponding to an eight-year WAL, and two are effective 12 months after closing (or 24 months after closing if the WAL step-up occurs), corresponding to a seven-year WAL. Each matrix set corresponds to two different fixed-rate asset limits of 5% and 12.5%. All matrices are based on a top 10 obligor concentration limit of 17.5% and a maximum exposure to the three largest Fitch-defined industries of 40%, among others. These covenants ensure the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): One year after closing, following the step-up determination date, the transaction can extend the WAL by one year. The WAL extension is subject to conditions, including fulfilling the portfolio-profile, collateral-quality and coverage tests and meeting the reinvestment target par, with defaulted assets at their collateral value on the step-up determination date. Portfolio Management (Neutral): The transaction has an approximately five-year reinvestment period, which is governed by reinvestment criteria that are similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Analysis (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL test covenant. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' limit 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) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-RR to C-RR notes and would lead to a one-notch downgrade of the classes D-RR to E-RR notes and a downgrade below 'B-sf' for the class F-RR notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the classes B-RR to F-RR notes each display a rating cushion of two notches. There is no rating cushion for the class A notes. 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 across all ratings and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to a downgrade of up to four notches on the class A-RR to E-RR notes, and a downgrade below 'B-sf' for the class F-RR 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 an upgrade of up to three notches on the rated notes. The class A-RR notes are already rated 'AAAsf' and cannot be upgraded further. 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. 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 OCPE CLO 2023-7 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. OCPE CLO 2023-7: S&P Assigns B-(sf) Rating on Class F-R-R Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to OCP Euro CLO 2023-7 DAC's class A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. At closing, the issuer also had unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction that closed in March 2025. The issuance proceeds of the refinancing notes were used to redeem the refinanced notes (the original transaction's class A, B-R, C-R, D-R, E-R, F-1-R, and F-2-R notes, for which S&P withdrew its ratings at the same time), and pay fees and expenses incurred in connection with the reset. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,664.73 Default rate dispersion 704.93 Weighted-average life (years) 4.25 Weighted-average life (years) including reinvestment 5.04 Obligor diversity measure 137.47 Industry diversity measure 22.38 Regional diversity measure 1.33 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.35 Portfolio target par amount (mil. EUR) 350 Actual 'AAA' weighted-average recovery (%) 36.25 Actual weighted-average spread 3.71 Actual weighted-average coupon 2.64 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on Oct. 20, 2030.The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted our credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR350 million target par amount, the actual weighted-average spread (3.71%), covenanted weighted-average coupon (2.64%), and actual weighted-average recovery rates at each rating level. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to E-R-R 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 capped our assigned ratings on these notes. "For the class A-R-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with the assigned rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R-R to F-R-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R-R to E-R-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R-R notes." Environmental, social, and governance S&P said, "We regard the 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." OCPE 2023-7 Reset DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Onex Credit Partners, LLC is the collateral manager. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R-R AAA (sf) 217.00 38.00 Three/six-month Euribor plus 1.30% B-R-R AA (sf) 36.25 27.64 Three/six-month Euribor plus 1.85% C-R-R A (sf) 21.50 21.50 Three/six-month Euribor plus 2.20% D-R-R BBB- (sf) 27.50 13.64 Three/six-month Euribor plus 2.95% E-R-R BB- (sf) 15.25 9.29 Three/six-month Euribor plus 5.20% F-R-R B- (sf) 9.75 6.50 Three/six-month Euribor plus 8.42% Sub. Notes NR 28.60 N/A N/A *S&P's ratings on the class A-R-R and B-R-R notes address timely interest and ultimate principal payments. Our ratings on the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. N/A--Not applicable. =================== K A Z A K H S T A N =================== FREEDOM LIFE: S&P Upgrades ICR to 'BB+', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit and financial strength ratings on Kazakh life insurance company Freedom Life JSC (FL) to 'BB+' from 'BB'. The outlook is stable. S&P also raised its Kazakhstan national scale rating to 'kzAA' from 'kzAA-'. FL successfully expanded its market share across key products, demonstrated solid profits, and improved business diversification, while maintaining sufficient capital and sound operating performance. S&P thinks FL's enhanced competitive standing strengthens the resilience of its business risk profile. The upgrade reflects FL's track record of market share and profit growth over recent years. FL has solidified its position as the third-largest life insurer in Kazakhstan, significantly narrowing the gap with higher-rated competitors and substantially outpacing smaller players. As of July 1, 2025, the insurer's market share, measured by reserves, increased to 13.3%, from 6.7% as of Jan. 1, 2021. Furthermore, as of Sept. 1, 2025, insurer market share, measured by gross premium written (GPW), increased to 24.8% from 9% in 2020. Following 186% organic growth in insurance revenue in 2024, FL's insurance revenue increased to Kazakhstani tenge (KZT) 140.6 billion (US$268 million) in 2024, from KZT49.5 billion (US$109 million) in 2023 bringing it closer to higher-rated domestic peers. This expansion was driven by portfolio diversification into pension annuities business and growth in the life insurance business. S&P expects FL to continue to focus on profitability and achieve a return on assets of more than 5%-6% and return on equity of over 20% in 2025-2026. S&P said, "We expect FL to maintain capital adequacy at the 99.99% level. Robust profitability, high retained earnings, and a relatively conservative investment policy will continue to support the insurer's capital adequacy. As of Sept. 1, 2025, the insurer reported continued solid regulatory solvency of 3.0x (based on Solvency I-like reporting framework in Kazakhstan), which is well above the required regulatory minimum of 1x. Although FL's total capital increased to KZT57.4 billion (US$106 million) as of Sept. 1, 2025, from KZT47.3 billion (US$90 million) in 2024 in accordance with International Financial Reporting Standard (IFRS) 17, we still consider it to be small in absolute terms in an international context. In addition, the insurer has a limited track record of capital planning and the treatment of the contractual service margin under IFRS 17. This moderates our assessment of FL's overall capital and earnings to strong. Our analysis reflects potential capital and earnings pressures stemming from rapid premium growth and expected expansion, alongside the insurer's relatively modest capital size and exposure to exchange rate volatility." In line with most life insurers in Kazakhstan, FL maintains a comparably prudent asset allocation, with more than 95% of the total invested in fixed-income instruments, of which about 80% is allocated to investment grade-rated instruments (rated 'BBB-' and higher), the highest available credit quality in the country, based on figures from the first six months of 2025. S&P does not expect major changes in the company's investment policy or risk appetite that could affect our assessment of its risk exposure. S&P said, "We apply a one-notch downward adjustment due to FL's still more limited scale and a more recent track record of sound profitability compared with 'BBB-' rated peers. "We continue to view FL as a strategically important subsidiary of Freedom Holding Corp. (B-/Stable/--), which owns the life insurer through its Kazakhstan-based broker subsidiary Freedom Finance JSC (B+/Positive/B). We also believe that FL is important to the group's long-term strategy, which envisages diversification of businesses within the group, but also considers the insurance business to be a necessary part of the financial services offering, even though FL only comprises 4% of the group assets and 8% of the group capital. We continue to view FL as an insulated entity due to strong regulatory oversight and its operational independence from the parent. Therefore, we could rate FL up to three notches above the group credit profile (b+). "The stable outlook reflects our expectation that, over the next 12 months, FL will maintain its improved market position, which will allow it to generate solid profitability to support strong capital adequacy while sustaining effective risk management. We also factor in that FL will continue to be insulated up to three notches above the group credit profile due to strong regulatory oversight and its operational independence from the parent." S&P could consider a negative rating action over the next 12 months if: -- There is a significant and sustained decline in the company's operating performance, indicating potential weaknesses in FL's competitive standing. -- S&P observes a deterioration of the capital base and capital adequacy according to our capital model due to weaker-than-expected operating performance, aggressive growth, or investment losses--and this is not offset by shareholder capital injections. -- The company's risk management practices weaken, or its investment policy becomes more aggressive. -- Any deterioration in S&P's view of Freedom Group's creditworthiness would also lead us to take a negative rating action on FL. S&P could take a positive rating action over the next 12 months if FL -- Significantly narrows further the gap with domestic market leaders in terms of capital, assets, and market share. This would be while maintaining robust profitability consistent with 'BBB-' rated insurers in Kazakhstan and demonstrating disciplined underwriting practices and sufficient regulatory solvency and at least strong capital and earnings, while sustaining effective risk management; or -- Demonstrates a sustainable track record of capital planning and seasoning under the IFRS 17 framework, while preserving its solid competitive standing, stable capital buffers at least at strong capital & earnings level, while maintaining sufficient governance practices. A positive rating action would also hinge on the overall financial strength of the wider group improving. =================== L U X E M B O U R G =================== CHRYSAOR BIDCO: S&P Gives 'B' Rating to EUR665MM Term Facility B1 ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating and '3' recovery rating to the proposed euro equivalent EUR665 million term facility B1 (with the breakdown between euro and U.S. dollar currency denomination debt to be determined) that Chrysaor Bidco S.a.r.l. (Alter Domus; B/Stable/--) plans to issue. Alter Domus is a Luxembourg-based fund administration and corporate services provider focused particularly on the alternative fund industry. The recovery rating reflects our expectation of meaningful recovery prospects (rounded estimate: 60%) in the event of default. The new tranches are part of a proposed repricing and add-on transaction that will enable Alter Domus to raise incremental debt while at the same time lowering the interest margin on its term facilities. As part of this transaction, Alter Domus intends to increase the size of its existing facilities with an EUR665 million-equivalent add-on and use EUR43 million of cash on the balance sheet to finance a sizable dividend to shareholders that will amount to EUR708 million. S&P said, "While the transaction will result in a material increase in S&P Global Ratings-adjusted leverage, we expect the group's credit metrics will remain commensurate with our expectations for the 'B' rating, supported by the group's strong operating performance and earnings visibility. The transaction will result in S&P Global Ratings-adjusted debt to EBITDA of 6.9x at the end of 2025, compared with 4.6x in our previous forecast. Yet, we forecast that Alter Domus' solid earnings growth will drive rapid deleveraging in 2026, to 5.3x. Although the transaction indicates decision-making that prioritizes the interests of the controlling owners, as is often the case for financial-sponsor owned companies, we believe the rating has sufficient headroom to absorb the proposed debt-funded dividend. "Year-to-date revenue growth as of June 30, 2025, was 14%, and company-defined EBITDA margin improved to 33% from 30% in the first half of 2024--excluding any exceptional expenses or transaction-related expenses. We forecast total revenue growth of about 16%-17% in 2025 and 14%-15% in 2026, essentially driven by sustainable organic growth underpinned by robust volumes growth in the fast-growing fund administration services market, cross-selling initiatives, and price increases. While the group's strategy allows for selective, bolt-on acquisitions, we do not include any in our forecast. We forecast the adjusted EBITDA margin will expand to about 30.0%-30.5% in 2025 from 24.2% in 2024, supported by efficiencies realized from value creation projects implemented in 2024, and lower one-off costs associated with these projects. Moderate capital expenditure (capex), about 4.3% of revenue in 2025, decreasing to below 3% from 2026, along with moderate working capital needs of EUR25 million annually, will support cash flow generation. In addition, despite an approximately EUR24 million increase in interest costs associated with the incremental debt, the projected robust EBITDA growth will help absorb the higher interest burden, resulting in adjusted free operating cash flow of about EUR100 million in 2025, improving to about EUR175 million in 2026. These metrics support our 'B' rating and stable outlook." Key Metrics Chrysaor Bidco S.a.r.l. --Key metrics* Mil. EUR 2024a 2025e 2026f 2027f 2028f Revenue 843 982 1,222 1,272 1,370 Revenue growth (%) 17.8 16.6 14.2 13.5 7.7 EBITDA 204 297 385 453 489 EBITDA margin (%) 24.2 30.2 34.4 35.6 35.7 Funds from operations 127 162 222 269 291 (FFO) Capital expenditure 34 42 31 33 36 Free operating cash flow 43 94 175 223 244 (FOCF) Dividends 0 717 0 0 0 Debt 1,486 2,038 2,029 2,020 2,011 Debt to EBITDA (x) 7.3 6.9 5.3 4.5 4.1 FFO to debt (%) 8.5 8.0 10.9 13.3 14.5 FOCF to debt (%) 2.9 4.6 8.6 11.0 12.1 EBITDA interest coverage (x) 2.6 3.2 3.5 3.8 4.2 FFO interest coverage (x) 3.3 2.7 3.0 3.3 3.5 * All figures adjusted by S&P Global Ratings. a--Actual. f -- Forecast. Issue Ratings--Recovery Analysis Key analytical factors -- The approximately EUR1.9 billion senior secured term loan B (TLB), including the euro-denominated and U.S. dollar-denominated facilities, as well as the proposed EUR665 million-equivalent incremental fungible add-on raised by Chrysaor Bidco, are rated 'B'. -- The recovery rating on the TLB is '3', indicating S&P's expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in an event of default. -- The recovery prospects are supported by S&P's valuation of Chrysaor Bidco as a going concern, but constrained by the large amount of pari-passu senior secured debt. -- S&P views the security package as limited, although customary for this type of transaction. -- The package comprises pledges over obligors' shares, some bank accounts, intercompany receivables, and the entire share capital of the issuer's directly, wholly owned material subsidiaries. -- In S&P's view, the debt documentation gives the borrower operational flexibility for debt incurrence, as well as cash leakage and dividend distribution. -- S&P notes the springing (40% drawn) senior secured net leverage test is set at a maximum of 10.2x under the revolving credit facility (RCF). -- Debt incurrence on a senior secured basis will be subject to a pro forma first senior secured leverage ratio of up to 5.7x. On an unsecured basis, it will be subject to pro forma total net leverage below 7.7x or pro forma fixed-charge coverage ratio above 2x. -- The documentation allows for a free debt basket equal to 100% of the past 12 months' EBITDA, which S&P views as issuer friendly. -- Dividends and restricted payments are constrained by pro forma total net leverage of 5.7x, including small carve-outs and a standard dividend-builder mechanism, with a starter basket of 40% of the past 12 months' EBITDA. -- S&P values Alter Domus as a going concern, given its solid market position in the fund administrative services market in Europe and the U.S., as well as its strong expertise. Simulated default assumptions -- Year of default: 2028 -- Minimum capex: 3% -- Implied enterprise value (EV) multiple: 6.5x -- Jurisdiction: Luxembourg Simplified waterfall -- Emergence EBITDA: EUR211 million -- Gross EV at emergence: EUR1.37 billion -- Net EV after admin. expenses (5%): EUR1.30 billion -- Senior secured debt claims: about EUR2.17 billion* -- Recovery expectation: 50%-70% (rounded estimate: 60%) *Includes six months of prepetition interest and 85% drawn RCF. ========= S P A I N ========= OBRASCON HUARTE: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned a 'B-' Long-Term Issuer Default Rating (IDR) to Obrascon Huarte Lain, S.A. (OHLA) and its subsidiary OHL Operaciones, S.A.U. The Outlook is Stable. Concurrently, Fitch has assigned OHL Operaciones, S.A.U.'s senior secured notes a 'B' rating, with a Recovery Rating of 'RR3'. The IDR is supported by OHLA's solid business profile and improved financing structure following the recapitalisation. The rating is constrained by its limited financial flexibility, especially given its volatile working capital requirement. This results in low Fitch-defined liquidity buffer and potential reliance on liquidity subject to the execution risk. The Stable Outlook reflects the group's completed debt reduction and extension of the main maturities combined with expected continued healthy operating performance, including improving profitability margins and positive free cash flows supporting the group's financial flexibility. Key Rating Drivers Limited Financial Flexibility: OHLA's Fitch-defined liquidity at end-June 2025 provided limited headroom for unexpected cash outflows, such as high working capital swings or any unexpected one-off future legal claims. The group has no committed credit lines and over half of its EUR559 million total reported cash at 30 June 2025 was held in joint venture's (JVs) and associates' accounts and may not be readily available. OHLA's liquidity risk is partly mitigated by its long-dated debt maturity profile and continued shareholder support. The group successfully executed about EUR200 million total equity increase in three equity capital increases from December 2024 to May 2025 mainly to finance the debt repayment and the extraordinary cash outflows. Its rating case excludes potential cash buffers, including any proceeds from disposals of the Services division and the group's stake in the Canalejas project, as well as cash collections from favourable arbitration awards, including around EUR50 million from the Metro Doha arbitration award. Its rating case does not include possible early refinancing of the outstanding notes or any additional funding sources. Modest Centralised Cash Headroom: Fitch expects OHLA to maintain only a modest buffer above the minimum bank-mandated centralised cash levels over the coming quarters. The company cured a breach as of 31 March 2025 due to the enforcement of the unfavourable ruling on the Jamal Abul Nasser Street Road project in Kuwait, with a EUR50 million equity issue in May 2025. Fitch expects the group's liquidity position to remain the critical factor in determining unconstrained access to bank performance guarantees on current terms. A performance guarantee is a standard requirement in engineering and construction (E&C) contracts. In Europe, these are typically provided by banks as a financial backstop to ensure delivery in line with agreed terms or to provide financial remedy if performance falls short. A prolonged inability to secure such guarantees could lead to broader commercial fallout, including difficulties in winning new contracts. Deleveraging on Debt Repayment: OHLA's Fitch-defined EBITDA gross leverage has already declined to about 3.0x, from 5.0x at end-2024, driven mainly by the already completed debt repayment. In February 2025, the group completed its recapitalisation which included repayment of about EUR139 million notes principal and EUR40 million bridge loan financing, and extension of the notes' maturities to December 2029. Fitch expects limited further deleveraging as its rating case excludes potential debt refinancing and disposals including the group's stake in Canalejas project, which is a designated non-core asset for the notes repayment. Volatile FCF Profile: Fitch expects positive free cash flow (FCF) in 2025-2028, supported by a sound order backlog and modest improvements in operating profitability. The group's through-the-cycle cash flow volatility is mainly exacerbated by the typical cash flow profile of E&C projects with higher working capital consumption at execution peaks. This is mitigated by moderate order book diversification including focus on small to medium-size projects up to EUR300 million (about 80% of the construction backlog's value at 30 June 2025) and a record of improved working capital management in 2023-2024. Solid Business Profile: OHLA's business profile is underpinned by strong market positions, sound revenue visibility and diversification. The company ranks as a top 50 international E&C contractor and boasts a solid market position in roads and railways. It has a globally diversified geographic footprint with around two-thirds of revenue generated outside Spain, mainly in the US and Latin America. OHLA has moderate customer concentration, with its top 10 customers accounting for around a third of its backlog at end-June 2025. Sound Revenue Visibility: Fitch expects strong revenue rises in 2025-2028, supported by a solid backlog and pipeline of opportunities. At 30 June 2025, the group's order book was EUR8.6 billion, up about 2% from end-2024. The group has moderate project concentration and sound geographic diversification, with a focus on the US and Europe as well as exposure to public and private customers. Peer Analysis OHLA's business profile is stronger than that of Petrofac Limited (Restricted Default) but weaker than that of higher Fitch-rated European E&C peers, including Webuild S.p.A. (BB+/Stable), Kier Group plc (BB+/Stable) and Ferrovial SE (BBB/Stable). Kier Group's broadly similar scale of operations and limited geographic diversification is more than offset by lower working capital volatility and strong contract risk management with focus on the cost-plus and target-cost contracts. Webuild's business profile is supported by its larger scale of operations, stronger market position and greater project diversification. Ferrovial's strongest business profile across Fitch-rated E&C peers is driven by its high exposure to mature concessions, which have low volatility and low-risk cash flows. OHLA's financial profile is weaker that of Webuild's, Kier's and Ferrovial's, mainly due to limited financial flexibility, which is the key rating constraint. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue (excluding Services division) of about EUR3.7 billion in 2025, mid-single digit annual growth in 2026-2028 - EBITDA margin of around 3.5% between 2025 and 2026, increasing to 4.0% by 2028 - Capex at about 1.2% of revenue in 2025-2028 - Modest working capital inflows in 2025-2026, about 0.5% working capital requirement in 2027-2028 - No disposals Recovery Analysis - The recovery analysis assumes that OHLA would be reorganised as a going concern in bankruptcy, rather than liquidated. It mainly reflects OHLA's strong market position, engineering capabilities and customer relationships. - For the purpose of recovery analysis, Fitch assumed that the debt at 30 June 2025 comprised about EUR333 million of senior secured PIK notes (including capitalised interest), about EUR61 million of non-recourse factoring and about EUR19 million of other loans. - The going concern EBITDA estimate of USD65 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the enterprise valuation. In such a scenario, stress on EBITDA would most likely result from severe operational challenges in fixed price projects. - Fitch applies a distressed EBITDA multiple of 4x to calculate a going concern enterprise value. The choice of multiple mainly reflects OHLA's strong market position being offset by low sector margins, and inherent market cyclicality and working capital volatility. - After deducting 10% for administrative claims, its waterfall analysis generates a ranked recovery for the senior secured debt in the Recovery Rating 'RR3' band, indicating a 'B' instrument rating for the group's senior secured notes issued by OHLA's subsidiary, OHL Operaciones, S.A.U. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening liquidity position due to project losses, elevated working capital requirement or unexpected cash outflows - Evidence of constrained access to performance guarantees or bonding capacity, limiting the ability to bid for and execute projects on normal terms - Negative FCF on a sustained basis - EBITDA Leverage sustainably above 4.5x - EBITDA Interest Coverage below 2x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement in liquidity position evidenced by higher readily available cash balance or committed credit lines - Maintaining sustainable neutral-to-positive FCF - Maintaining EBITDA Leverage below 3.5x and EBITDA Interest Coverage above 3x on a sustained basis Liquidity and Debt Structure At end-June 2025, OHLA's liquidity comprised about EUR152 million of Fitch-adjusted readily available cash, which excludes EUR303 million cash held in JVs and associates, EUR4 million restricted cash related to guarantees and incorporates an EUR100 million Fitch's cash restriction related to intra-year working capital swings. The group has no big near-term debt maturities (apart from non-recourse factoring) as the maturity profile is focused on PIK notes due December 2029. Fitch expects positive FCF in 2025 and 2026. The group has no committed revolving credit facility, but can incur up to EUR50 million through working capital facilities under its existing notes documentation. OHLA's debt at end-June 2025 mainly comprised about EUR333 million outstanding senior secured PIK notes due December 2029 (including capitalised PIK). The notes have cash interest of 5.1% and an additional PIK interest of 4.65% until end-2026, increasing to 6.15% until end-2027 and to 8.95% thereafter. Other debt mainly comprises non-recourse factoring. Issuer Profile OHLA is a Spanish constructor mainly involved in infrastructure and civil engineering focused on three core regions: Europe, the US and Latin America. Date of Relevant Committee 30-Sep-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor 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 ----------- ------ -------- ----- Obrascon Huarte Lain, S.A. LT IDR B- New Rating WD OHL Operaciones, S.A.U. LT IDR B- New Rating senior secured LT B New Rating RR3 =========================== U N I T E D K I N G D O M =========================== C BROWN SERVICES: Teneo Financial Named as Administrators --------------------------------------------------------- C Brown Services Limited was placed into administration proceedings in the High Court of Justice Business and Property in Manchester, Insolvency and Companies List (ChD), Court Number: CR-2025-MAN-001320, and Paul James Meadows and Julian Heathcote of Teneo Financial Advisory Limited were appointed as administrators on Sept. 26, 2025. C Brown Services engaged in activities of head office. Its registered office is c/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore Circus Queensway, Birmingham B4 6AT. Its principal trading address is at Cochrane House, Pedmore Road, Dudley, West Midlands, DY2 0RL. The joint administrators can be reached at: Paul James Meadows Julian Heathcote Teneo Financial Advisory Limited The Colmore Building 20 Colmore Circus Queensway Birmingham, B4 6AT For further details, contact: The Joint Administrators Tel No: 0121 619 0120 Email: alia.khan@teneo.com Alternative contact: Alia Khan DANKEE RESOURCING: Begbies Traynor Named as Administrators ---------------------------------------------------------- Dankee Resourcing Ltd was placed into administration proceedings in the Leeds District Registry, No 000989 of 2025, and Ninos Koumettou and Amie Helen Johnson of Begbies Traynor (Central) LLP, were appointed as administrators on Sept. 24, 2025. Dankee Resourcing engaged in human resources provision and management of human resources functions. Its registered office is at Suite 501, Unit 2, 94a Wycliffe Road, Northampton, NN1 5JJF. The joint administrators can be reached at: Ninos Koumettou Amie Helen Johnson Begbies Traynor (Central) LLP 1 Kings Avenue, London, N21 3NA For further details, contact: Peter Odell Email: Peter.Odell@btguk.com Tel No: 020 8370 7250 GIBSON HOUSE (WIRRAL): CG&Co Named as Administrators ---------------------------------------------------- Gibson House (Wirral) Limited was placed into administration proceedings in the High Court of Justice, Business & Property Courts of England & Wales, Insolvency & Companies List (Chd), Court Number: CR-2025-006581 and Edward M Avery-Gee and Daniel Richardson of CG&Co were appointed as administrators on Sept. 30, 2025. Gibson House (Wirral) engaged in the development of building projects and the buying and selling of own real estate. Its registered office and principal trading address is at A16 Champions Business Park Arrowe Brook Road, Upton, Wirral, United Kingdom, CH49 0AB 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: Claire Usher Email: claire.usher@cg-recovery.com Tel No: 0161 527 1232 GVE LONDON: FRP Advisory Named as Administrators ------------------------------------------------ GVE London Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-005828, and Arvindar Jit Singh and David Hinrichsen of FRP Advisory Trading Limited were appointed as administrators on Sept. 22, 2025. GVE London engaged in the sale of new cars and light motor vehicles. Its registered office is at Parker Getty Limited, Devonshire House, 582 Honeypot Lane, Stanmore, HA7 1JS Its principal trading address is at 2nd Floor, 120 Colmore Row, Birmingham, B3 3BD The joint administrators can be reached at: Arvindar Jit Singh David Hinrichsen FRP Advisory Trading Limited 2nd Floor, 120 Colmore Row Birmingham, B3 3BD For further details, contact: The Joint Administrators Tel: 0121 710 1680 Alternative contact: Email: GVElondon@frpadvisory.com INSTINCTIF PARTNERS: Alvarez & Marsal Named as Administrators ------------------------------------------------------------- Instinctif Partners Limited was placed into administration proceedings in the Business and Property Court in Leeds Insolvency and Companies List (ChD), No CR-2025-LDS-000986, and Jonathan Marston and Robert Croxen of Alvarez & Marsal Europe LLP were appointed as administrators on Sept. 24, 2025. Instinctif Partners was into public relations and communications activities. Its registered office and principal trading is at 131 Finsbury Pavement, London, EC2A 1NT The joint administrators can be reached at: Jonathan Marston Robert Croxen Alvarez & Marsal Europe LLP Suite 3 Regency House 91 Western Road Brighton BN1 2NW Tel No: +44(0)20-7715-5200 For further information, contact: Alfie Purnell Alvarez & Marsal Europe LLP Tel No: +44 (0) 20 7715 5223 Email: INS_INSTPL@alvarezandmarsal.com RIDGEVIEW ESTATE: FRP Advisory Named as Administrators ------------------------------------------------------ Ridgeview Estate Winery Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-005178, and Neville Side and Philip Harris of FRP Advisory Trading Limited were appointed as administrators on Sept. 22, 2025. Ridgeview Estate engaged in the retail sale of beverages in specialised stores; the manufacture of wine from grape; and growing of grapes. Its registered office is at Head Office, Fragbarrow Lane, Ditchling Common, East Sussex, BN6 8TP in the process of being changed to 4th Floor, Aspect House, 84-87 Queens Road, Brighton, BN1 3XE Its principal trading address is at Head Office, Fragbarrow Lane, Ditchling Common, East Sussex, BN6 8TP The joint administrators can be reached at: Neville Side Philip Harris FRP Advisory Trading Limited 4th Floor, Aspect House, 84-87 Queens Road Brighton, BN1 3XE For further details, contact: The Joint Administrators Tel No: 01273 916666 Email: cp.brighton@frpadvisory.com Alternative contact: Matthew Armstrong TALKTALK TELECOM: S&P Lowers LT ICR to 'D' on Debt Restructuring ---------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on TalkTalk Telecom Group Ltd. (TalkTalk) to 'D' (default) from 'CCC-', and its issue ratings on its first-lien and second-lien debt to 'D' from 'CCC' and 'C', respectively. S&P said, "We will review our ratings on TalkTalk over the coming weeks and incorporate the impact of the restructuring on the group's credit metrics and liquidity. "We view the restructuring transaction as distressed and tantamount to a default. The company received consent from more than 99% of first-lien lenders and about 68% of second-lien lenders, enough to proceed with implementing the changes to its capital structure. We view the transaction, executed on Sept. 30, 2025, as distressed and akin to a default in line with our criteria because: "We think first-lien debtholders received less than they were promised under the original agreement because the interest payment terms changed to PIK-for-life from cash (with PIK for the first year) and the maturity date was extended to February 2028 from September 2027. There was no change in debt seniority because 99% of first-lien noteholders agreed to the exchange offer, allowing TalkTalk to redeem and cancel any residual non-tendered notes. "We think second-lien debtholders received less than they were promised under the original agreement because the additional prior-ranking new 1.5 lien facility reduces their debt's seniority, and non-consenting second-lien lenders had their debt ranked below that of consenting lenders and the covenant stripped. The transaction does not offer adequate compensation for the changes to the debt terms--it does not include consent fees and the new facilities' interest rates remain unchanged. "Additionally, we viewed TalkTalk's capital structure as unsustainable, and absent the restructuring, the group would have likely faced a liquidity shortfall over the next 6-12 months when cash interest payments on the first-lien debt would have begun in May 2026." The additional funding and PIK interest payments on the first-lien debt support TalkTalk's liquidity but further increase its debt burden. The restructuring enhances TalkTalk's liquidity position because it extends its debt maturities on the first-lien instruments and alleviates cash interest payments until maturity since the new debt instruments will carry PIK-for-life interest, supporting the company's free cash flow. S&P expects TalkTalk's debt burden will increase due to the 1.5 lien new money facility provided by Ares and accruing PIK interest on the first-lien debt. S&P will review its issuer credit rating on TalkTalk and its new debt instruments over the coming weeks to incorporate the group's new capital structure, liquidity position, financial prospects, and our forward-looking assessment of the group's credit profile, with a particular focus on: -- S&P's updated view of the group's strategy and business strength; -- The group's capacity to turn around its operations and financial results in a challenging and competitive U.K. market; -- Its forecast trajectory of free operating cash flow after leases; and -- Its expected liquidity position over the next 12-24 months. VAANI PROPERTY: KR8 Advisory Named as Administrators ---------------------------------------------------- Vaani Property Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number: CR-2025-001336, and Michael Lennon and James Saunders of KR8 Advisory Limited were appointed as administrators on Sept. 23, 2025. Vaani Property engaged in the buying and selling of own real estate; and management of real estate on a fee or contract basis. Its registered office is c/o KR8 Advisory Limited, The Lexicon, 10-12 Mount Street, Manchester, M2 5NT Its principal trading address is at 60 Parkstone Avenue, Whitefield, Manchester, England, M45 7QH The joint administrators can be reached at: James Saunders Michael Lennon c/o KR8 Advisory Limited The Lexicon 10-12 Mount Street Manchester, M2 5NT The Joint Administrators Email: CaseEnquiries@kr8.co.uk ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *