---

       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

          Tuesday, November 11, 2025, Vol. 26, No. 225

                           Headlines



F R A N C E

FR BONDCO: Fitch Rates Planned EUR280MM Unsec. Notes 'CCC+(EXP)'


G E R M A N Y

AUTONORIA DE 2025: Fitch Assigns 'BB(EXP)sf' Rating on Class F Debt


I R E L A N D

ARBOUR CLO IV: Fitch Assigns 'B-sf' Final Rating on Cl. F-R-R Notes
INVESCO EURO XI: Fitch Affirms 'B-sf' Rating on Class F Notes


L U X E M B O U R G

BREAKWATER ENERGY: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable


N E T H E R L A N D S

FAIRBRIDGE 2025-1: S&P Assigns Prelim. CCC Rating on X2 Notes
VEON LTD: Akin Gump's Sebastian Rice Joins as General Counsel


S P A I N

BAHIA DE LAS ISLETAS: S&P Affirms 'CCC' ICR, Off Watch Negative
BRACCAN MORTGAGE 2025-2: S&P Assigns Prelim. 'BB' Rating on X Notes


T U R K E Y

ANADOLUBANK AS: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable
SEKERBANK TAS: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable


U N I T E D   K I N G D O M

HYDROGEN VEHICLE: Opus Restructuring Appointed as Administrators
IC REALISATIONS 2025: Leonard Curtis Appointed as Administrators
MOSS CIVIL: Leonard Curtis Appointed as Administrators
PEART PERFORMANCE: Begbies Traynor Appointed as Administrators
PEOPLECERT HOLDINGS: S&P Affirms 'B+' ICR & Alters Outlook to Neg.

PRO EARTHMOVING: Begbies Traynor Appointed as Administrators
PRO GRAB: Begbies Traynor Appointed as Administrators
PRO GROUP: Begbies Traynor Appointed as Administrators
RIM SCAFFOLDING: Opus Restructuring Appointed as Administrators
ROCHESTER FINANCE NO. 3: Fitch Lowers Rating on Cl. F Notes to BB-

SHUTTLEWOOD MARINE: FRP Advisory Appointed as Administrators
THAMES RIVER: FRP Advisory Appointed as Administrators
TRM MARINE: FRP Advisory Appointed as Administrators

                           - - - - -


===========
F R A N C E
===========

FR BONDCO: Fitch Rates Planned EUR280MM Unsec. Notes 'CCC+(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned FR Bondco SAS's planned EUR280 million
senior unsecured notes an expected rating of 'CCC+(EXP)', with a
Recovery Rating of 'RR6'. Fitch has also assigned FR Bondco SAS an
expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)' with
Stable Outlook, reflecting the prospective new group structure, and
affirmed Picard Bondco S.A.'s 'B' IDR with Stable Outlook.

The ratings are contingent on the final documents conforming to
information received.

Picard's aggressive financial policy constrains the rating. Fitch
expects EBITDAR leverage to remain close to the top threshold for
the rating at about 7x until financial year ending March 2027
(FY27). However, the robust business model and effective cost
management support high profitability and sustained positive free
cash flow (FCF) despite a challenging environment.

The Outlook reflects Fitch's expectation of steady operating
performance, high but sustainable leverage, and adequate coverage.
Picard's strong liquidity profile provides flexibility to manage
its upcoming vendor loan maturity in 2027.

Key Rating Drivers

High Leverage Constrains Rating: Fitch expects Picard's EBITDAR
leverage to remain high at around 7.0x until FY27, leaving no room
for additional debt at the rating. Fitch reflects Picard's flexible
lease terms and IFRS lease liabilities in its leverage
calculations, in line with its new criteria. This adjustment
reduced calculated gross leverage by 0.5x, compared with its
earlier method, where Fitch capitalised its lease proxy using an
8.0x multiple.

Aggressive Financial Policy: The Zouari family increased ownership
of Picard to 50.2% in December 2024 through Invest Group Zouari
(IGZ), and ICG Europe Fund VIII owns 49.7%. The sale marked the
exit of Lion Capital, the company's main shareholder, which led
frequent dividend recapitalisations. Fitch views the funding of
Lion's buyout by IGZ as aggressive, adding debt at Picard and
introducing shareholder and vendor loans outside the restricted
group.

The new owners intend a more conservative financial policy after
the acquisition. The use of EUR37 million company cash to reduce
debt in the current refinancing is potentially credit positive, but
more decisive creditor-friendly actions, including completion of
the refinancing of the vendor loan with equity instruments will be
needed before Fitch incorporates this into its credit view.

Stalled Vendor Loan Refinancing: Fitch previously expected Picard's
leverage to drop by mid-2025, assuming the EUR120 million vendor
loan would be repaid with cash proceeds from a minority stake sale
at IGZ. The vendor loan matures in 2027, and Fitch treats it as
debt. Replacement of the vendor loan with an equity instrument has
been delayed but may occur in the coming months, aided by ICG's
intention to invest in an equity-like instrument and repay a EUR80
million portion of the vendor loan. A full replacement of the
vendor loan would reduce leverage to 6.7x in FY26 and 6.5x in FY27,
providing adequate leverage headroom under the rating.

Strong Profitability: The Fitch-adjusted EBITDA margin recovered in
FY25 to 12.8% as energy cost eased, after bottoming in FY24 at 12%.
Picard slightly increased gross margin above 44% and grew market
share by adapting its offering. Selective price cuts and adapted
offerings increased volume (+1.2%) and partly offset smaller
average basket size (-2%) mainly due to calendar effects. Fitch
expects Picard to maintain high margins and protect market share,
while adapting to consumer trends. Its profit margins are high for
the sector, supported by its focus on own-brand products, premium
offerings and structurally profitable asset-light expansion. Gross
margin remained healthy at 44.5% in 1QFY26.

Steady Sales Growth: Picard's sales grew only 1.2% in FY25, below
Fitch's assumed 3%. However, Fitch still expects revenue will
increase by an average of 3%-4% in FY26-FY29, due to modest
like-for-like growth and store additions. Picard has a strong
record of steady sales growth in France, driven by its diversified
and frequently renewed frozen food range, which meets various
consumer needs while retaining repeat customers. Like-for-like
sales grew an average of 1.6% annually during FY17-FY25; Fitch
expects a slightly lower rate of 1% to FY29. Picard is well
positioned to keep opening new stores to expand its physical
presence, both directly operated and franchised.

FCF Supports Cash Accumulation: Fitch expects Picard to generate
positive annual average FCF of around EUR50 million in FY26-FY29
(around 2.3% of sales), supported by limited working-capital swings
and capex needs. Strong cash flow generation differentiates Picard
from many peers in food retail, offsetting its high debt.

Robust Business Model: Picard's leadership in a niche market and
highly profitable own brand continue to underpin its business
model. The group was resilient during the pandemic and in the
recent inflationary environment, as its price increases were only
partially offset by a decrease in volumes. More recently it
successfully increased its volumes thus offsetting average price
decline.

Group Structure Simplified: Picard is simplifying its group
structure, merging some intermediary entities. Once the EUR310
million notes are redeemed, Picard will be merged into its parent
Lion/Polaris Lux Holdco S.a.r.l., and into FR Bondco SAS within 12
months. Fitch expects to withdraw Picard Bondco S.A.'s IDR and to
convert to final FR Bondco SAS's 'B(EXP)' IDR once the transaction
completes, as consolidated accounts reporting will be at this
entity. In addition, the EUR775 million senior secured floating
rate notes rated 'B+'/'RR3' were transferred to Lion/Polaris Lux
Midco S.a.r.l following its recent merger with Lion/Polaris Lux 4
S.A.

Peer Analysis

Picard's overall profile remains weaker than that of larger food
retail peers, such as Bellis Finco plc (ASDA; B+/Stable) or Market
Holdco 3 limited (Morrisons; B/Positive), due to its smaller scale
and weaker diversification in non-food products and services.
Picard is also smaller in sales than UK frozen food specialist WD
FF Limited (Iceland; B/Stable), but its materially stronger
profitability leads to an equivalent level of EBITDAR.

Picard's gross leverage at 7.4x at FY25 (year-end March 2025)
remains higher than its peers'. Iceland's EBITDAR gross leverage
has fallen to about 5x in FY25 (year-end March 2025). Fitch also
expects Morrisons to deleverage to near 6.0x (year-end October
2025) and ASDA to below 5.0x in FY25 (year-end December 2025).
However, Picard remains comparable in terms of fixed charge
coverage of around 1.8x.

Picard has strong brand awareness and customer loyalty, which is
key for its positioning as a market leader in the French frozen
food retail sector. Picard also has high profitability (EBITDAR
margin of around 17% versus Iceland's 7%), due to its unique
business model focused on own-brand products and premium
positioning. This makes it more comparable with branded food
manufacturers than its immediate food retailing peers. This
differentiating factor results in superior cash flow generation
that supports Picard's financial flexibility and satisfactory
liquidity.

Key Assumptions

- Average revenue growth of 3.5% over FY26-FY29, driven by 1%
like-for-like growth, store expansion and franchise growth

- Around 40 new store openings a year

- EBITDA margin averaging 13% over FY26-FY29 (FY25: 12.8%)

- Capex averaging 3.1% of revenue over FY26-FY29

- Slightly negative annual working-capital movements in FY26-FY29

- EUR120 million vendor loan maturing in December 2027 treated as
debt, refinanced with a similar instrument

- EUR310 million unsecured notes refinanced at market rate in
November with EUR280 million new unsecured notes and cash on
balance sheet

Recovery Analysis

Fitch assumes Picard would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than liquidated.
Fitch has assumed a 10% administrative claim in the recovery
analysis.

In its bespoke GC recovery analysis, Fitch estimates
post-restructuring EBITDA available to creditors of about EUR190
million, increased by EUR10 million from its previous analysis due
to the expansion in the store network in the past three years,
leading to a marginally increased residual EBITDA value at distress
derived from a larger network of mostly owned stores.

Fitch also assumed a fully drawn EUR75 million revolving credit
facility (RCF) before distress.

Fitch has maintained a distressed enterprise value/EBITDA multiple
at 6.0x, which reflects Picard's structurally cash-generative
business operations, despite its small scale.

Its waterfall analysis generates a ranked recovery for Picard's
existing EUR1.4 billion senior secured notes in the 'RR3' category,
resulting in a 'B+' rating, one notch above the IDR. The Recovery
Rating of its current EUR310 million senior unsecured notes is
'RR6', with a rating of 'CCC+', two notches below the IDR.

At transaction completion Fitch anticipates the senior unsecured
rating of the new EUR280 million instrument to remain unchanged at
'RR6' with a rating of ' CCC+', reflecting a drawn RCF increased to
EUR100 million the rating of the existing senior secured
instruments will remain unaffected.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Deteriorating competitive position or sustained erosion in
like-for-like sales growth, EBITDA and FCF margin, for example, due
to the inability to manage cost inflation, leading to the inability
to deleverage

- Subdued operating performance or evidence of a more aggressive
financial policy, including material dividend distributions leading
to EBITDAR leverage remaining above 7.0x on a sustained basis

- Diminished financial flexibility, due to a loss of financial
discipline, reduced liquidity headroom or operating EBITDAR
fixed-charge coverage permanently below 1.5x

- Cash flow from operations less capex/debt remaining below 2.5% on
a sustained basis

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Continuation of solid operating performance, for example,
reflected in like-for-like revenue increases and rising EBITDA with
strong FCF margins in the mid-single digits

- EBITDAR leverage below 5.5x on a sustained basis, driven mostly
by debt prepayments, reflecting a commitment to more conservative
capital allocation

- Operating EBITDAR fixed-charge coverage above 2x on a sustained
basis

Liquidity and Debt Structure

Picard's liquidity is comfortable, with EUR152 million of
Fitch-adjusted unrestricted cash as of March 2025. The RCF of EUR75
million, and its planned EUR25 million increase, further improves
the liquidity profile. Low capex intensity and manageable
working-capital outflows provide for healthy positive FCF
generation that Fitch estimates will contribute to a continuous
liquidity improvement.

Issuer Profile

Picard is a French food retailer with a leading market share of 20%
in the highly specialised and niche frozen-food market.

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
   -----------              ------                --------   -----
Picard Groupe SAS

   senior secured     LT     B+     Affirmed          RR3    B+

FR Bondco SAS         LT IDR B(EXP) Expected Rating

   senior unsecured   LT  CCC+(EXP) Expected Rating   RR6

Picard Bondco S.A.    LT IDR B      Affirmed                 B

   senior unsecured   LT     CCC+   Affirmed          RR6    CCC+

Lion/Polaris Lux
Midco S.a r.l.

   senior secured     LT     B+     Affirmed          RR3    B+




=============
G E R M A N Y
=============

AUTONORIA DE 2025: Fitch Assigns 'BB(EXP)sf' Rating on Class F Debt
-------------------------------------------------------------------
Fitch Ratings has assigned Autonoria DE 2025 expected ratings.

The final ratings are contingent on the receipt of final documents
conforming to information already reviewed.

   Entity/Debt           Rating           
   -----------           ------           
Autonoria DE 2025

   A FR0014013Z63     LT AAA(EXP)sf  Expected Rating
   B FR0014013Z48     LT AA-(EXP)sf  Expected Rating
   C FR0014013ZA4     LT A(EXP)sf    Expected Rating
   D FR0014013Z71     LT BBB(EXP)sf  Expected Rating
   E FR0014013ZE6     LT BBB-(EXP)sf Expected Rating
   F FR0014013Z89     LT BB(EXP)sf   Expected Rating
   G FR0014013Z97     LT NR(EXP)sf   Expected Rating

Transaction Summary

Autonoria DE 2025 is a securitisation of auto loans, with balloon
or fully amortising, originated by BNP Paribas SA (A+/Stable/F1),
German Branch (trading name: Consors Finanz GmbH). Borrowers are
mostly employed, but some self-employed and retired obligors are
present in the pool. About half of the portfolio balance consists
of loans to finance leisure and recreational vehicles.

The transaction has a 13-month revolving period. The class A to G
notes will then pay down according to a target
over-collateralisation (OC) mechanism until a performance or
another trigger is breached.

KEY RATING DRIVERS

Diverging Sub-Pool Defaults: Fitch applies different default base
cases for passenger car and leisure vehicle loans, at 2.25% and 1%,
respectively, because of diverging historical asset performance.
The multiples at 'AAA' are 5.5x and 6.5x, while the recovery base
case at 50% and 'AAA' haircut at 45% are the same for both pools.
These assumptions reflect its expectation of a moderate growth
recovery and a still robust, although cooling, labour market. Fitch
has not assumed a significant change in pool composition during the
revolving period.

Target OC Allocations: The class A to G notes will amortise
according to target OC (TOC) percentages, equal to the OC at
closing. The allocation dynamics are a driving factor of its cash
flow analysis as in the main rating scenarios the TOC will apply
for 17 months (AAA) up to 56 months (BB-). As a result of the TOC
allocations, in its 'AAA' scenario, payments to the class B to G
notes will be around 4% of the initial asset balance, resulting in
limited accumulation of credit enhancement for class A over time.

Excess Spread Adds Protection: The weighted average interest rate
of the provisional pool is around 5%, outweighing the issuer's
costs. This creates excess spread, which can compensate for
defaults through principal deficiency ledgers. A replenishment
limit on the minimum average interest rate of the additional
purchased receivables ensures that the excess spread will not
significantly change during the revolving period.

Counterparty Risks Addressed: The transaction will have a fully
funded liquidity reserve for payment interruption scenarios. There
will also be reserves for commingling and set-off risk, which will
be funded if the seller is downgraded below 'BBB' and 'F2'. All
these reserves are adequate to cover the relevant exposures, in its
view. Rating triggers and remedial actions for the account bank and
swap counterparty are adequately defined and in line with its
criteria.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F)

Increase default rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'BBsf'

Increase default rates by 25%:
'AA+sf'/'Asf'/'BBB+sf'/'BB+sf'/'BBsf'/'BB-sf'

Increase default rates by 50%:
'AA-sf'/'A-sf'/'BBBsf'/'BBsf'/'BB-sf'/'B+sf'

Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F)

Reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'BBsf'

Reduce recovery rates by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BB+sf'/'BBsf'/'BB-sf'

Reduce recovery rates by 50%:
'AAsf'/'A-sf'/'BBBsf'/'BBsf'/'BB-sf'/'Bsf'

Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F)

Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'BB-sf'

Increase default rates by 25% and reduce recovery rates by 25%:
'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'Bsf'

Increase default rates by 50% and reduce recovery rates by 50%:
'Asf'/'BBB-sf'/'BBsf'/'Bsf'/'B-sf'/'CCCsf'

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Unanticipated decreases in the frequency of defaults or increases
in recovery rates could produce smaller losses than the base case
and result in positive rating action on the notes.

Expected impact on the notes' ratings of decreased default rates
and increased recoveries (class A/B/C/D/E/F)

Decrease default rates by 10% and increase recovery rates by 10%:
'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BBBsf'/'BBsf'.

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.




=============
I R E L A N D
=============

ARBOUR CLO IV: Fitch Assigns 'B-sf' Final Rating on Cl. F-R-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO IV DAC final ratings.

   Entity/Debt                          Rating           
   -----------                          ------           
Arbour CLO IV DAC

   Class A-R-R XS3203020642          LT AAAsf  New Rating
   Class B-R-R XS3203020998          LT AAsf   New Rating
   Class C-R-R XS3203021533          LT Asf    New Rating
   Class D-R-R XS3203021707          LT BBB-sf New Rating
   Class E-R-R XS3203021962          LT BB-sf  New Rating
   Class F-R-R XS3203022184          LT B-sf   New Rating
   Class X XS3203020485              LT AAAsf  New Rating
   Subordinated Notes XS1499703558   LT NRsf   New Rating

Transaction Summary

Arbour CLO IV DAC is a securitisation with about 90% senior secured
obligations and a component of senior unsecured, mezzanine,
second-lien loans, first-lien last-out loans and high-yield bonds.
Note proceeds have been used to redeem the existing notes, except
the subordinated notes, and to fund the portfolio with a target par
of EUR400 million. The portfolio is managed by Oaktree Capital
Management (UK) LLP. The CLO has a 4.5-year reinvestment period and
an 8.5-year weighted-average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor of the identified
portfolio is 24.3.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.5%.

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 has four matrices
effective at closing, two effective 12 months after closing, and
another two effective 18 months after closing - all with fixed-rate
limits of 5% and 10% and an obligor concentration limit of 20%. The
closing matrices correspond to an 8.5-year WAL test while the
forward matrices correspond to a 7.5-year and 7-year WAL test,
respectively.

The transaction has a reinvestment period of about 4.5 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 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
over-collateralisation 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

An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all ratings in the
current portfolio would lead to downgrades of one notch each for
the class C-R-R and D-R-R notes, two notches for the class E-R-R
notes, and to below 'B-sf' for the class F-R-R notes. The class X,
A-R-R, and B-R-R notes would not be downgraded.

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-R-R to
E-R-R notes have cushions of two notches and the class F-R notes
have a cushion of one notch, due to the better metrics and shorter
life of the current portfolio than the Fitch stressed portfolio.

Should the cushion between the current 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
for the class A-R-R, B-R-R, C-R-R and D-R-R notes, and to below
'B-sf' for the class E-R-R and F-R-R notes. The class X notes would
not be downgraded.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all rating levels in the current 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.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Most 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 Arbour CLO IV 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.


INVESCO EURO XI: Fitch Affirms 'B-sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO XI DAC's refinancing
notes final ratings and affirmed its existing class F notes.

   Entity/Debt                 Rating                Prior
   -----------                 ------                -----
Invesco Euro CLO XI DAC

   A-1-R XS3208454168       LT AAAsf  New Rating     AAA(EXP)sf
   A-2-R XS3208454325       LT AAAsf  New Rating     AAA(EXP)sf
   B-1-R XS3208454671       LT AAsf   New Rating     AA(EXP)sf
   B-2-R XS3208454911       LT AAsf   New Rating     AA(EXP)sf
   C-R XS3208455132         LT Asf    New Rating     A(EXP)sf
   Class A-1 XS2693769379   LT PIFsf  Paid In Full   AAAsf
   Class A-2 XS2699472093   LT PIFsf  Paid In Full   AAAsf
   Class B-1 XS2693769619   LT PIFsf  Paid In Full   AAsf
   Class B-2 XS2693769700   LT PIFsf  Paid In Full   AAsf
   Class C XS2693770039     LT PIFsf  Paid In Full   Asf
   Class D XS2693770203     LT PIFsf  Paid In Full   BBB-sf
   Class E XS2693770385     LT PIFsf  Paid In Full   BB-sf
   Class F XS2693770625     LT B-sf   Affirmed       B-sf
   D-R XS3208455306         LT BBB-sf New Rating     BBB-(EXP)sf
   E-R XS3208455561         LT BB-sf  New Rating     BB-(EXP)sf

Transaction Summary

Invesco Euro CLO XI DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Net
proceeds from the refinancing notes have been used to redeem the
existing notes, except the class F and the subordinated notes, and
fund the existing portfolio that is actively managed by Invesco CLO
Equity Fund IV LP.

The collateralised loan obligation (CLO) has a three-year
reinvestment period and a six-year weighted average life (WAL) test
following the extension of the WAL test by one year at the closing
of the refinancing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the current
portfolio is 25.7.

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 current portfolio is 62.1%.

Diversified Portfolio (Positive): The rating analysis is based on a
Fitch-stressed portfolio that uses the transaction's two matrices,
which correspond to a top 10 obligor limit of 25% and two
fixed-rate asset limits of 5% and 13.75% of the portfolio. The
transaction also includes various other concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio of 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a three-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is in line with the WAL covenant
of six years, which under its criteria is already at the floor with
no further reduction permitted, despite the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period. In addition, its analysis has considered that the
transaction is about 0.4% below the target par of EUR400 million.

Affirmation of Class F Notes (Neutral): The transaction has had
stable performance. The deal is slightly below par with two
reported defaults, but the loss is smaller than its rating case
assumption and the class F notes continue to have a comfortable
default rate cushion at the rating.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate by 25% at all ratings in the current
portfolio would have no impact on the class A-1-R, A-2-R, B-R, C-R,
D-R notes, and lead to downgrades of one notch for the class E-R
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
assumed due to unexpectedly high defaults and portfolio
deterioration.

The class B-R, D-R, E-R and F notes each have a rating cushion of
two notches and the class C-R notes have a cushion of three
notches, due to the better metrics and shorter life of the current
portfolio than the Fitch-stressed portfolio. There is no rating
cushion for the class A-1-R and A-2-R notes.

Should the cushion between the current 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 recovery rate across all ratings of the
Fitch-stressed portfolio would lead to downgrades of two notches
for the class D-R notes, three notches each for the class A-1-R,
A-2-R and C-R notes, four notches for the class B-R notes and to
below 'B-sf' for the class E-R and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A reduction of the RDR by 25% of the mean RDR and an increase in
the recovery rate by 25% at all ratings in the Fitch-stressed
portfolio would result in upgrades of up to two notches each for
the class B-R, C-R, and D-R notes, three notches for the class E-R
notes and up to four notches for the class F notes. Further
upgrades may result from stable portfolio quality and notes
amortisation, leading to higher credit enhancement across the
structure.

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
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 Invesco Euro CLO XI
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.




===================
L U X E M B O U R G
===================

BREAKWATER ENERGY: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned Breakwater Energy Holdings S.a r.l. a
Long-Term Issuer Default Rating (IDR) of 'BB+'. The Outlook is
Stable. Fitch has also assigned its proposed USD800 million senior
secured notes an expected 'BBB-(EXP)' rating. The Recovery Rating
is 'RR2'. Proceeds will be used to cover the deferred consideration
for the purchase of the stake in Repsol E&P, a dividend to
shareholders, plus fees and expenses.

The assignment of a final rating to the notes is contingent on the
receipt of final documentation conforming to the information Fitch
has received.

Breakwater's IDR reflects the high asset quality represented by its
investment in Repsol E&P S.a.r.l. (BBB+/Stable), low Fitch-defined
gross loan to value, good asset liquidity, and good access to
external capital. These factors are partly offset by very high
asset concentration in a single investment, limited control over
dividend inflows, and an uncommitted refinancing strategy.

Key Rating Drivers

Dedicated Investment Holding Company: Breakwater is EIG Partners'
investment holding company, set up to manage EIG's 25% interest in
Repsol E&P, the upstream operating company of Repsol, S.A.
(BBB+/Stable). Breakwater has no other holdings nor any wholly
owned assets and does not expect to acquire any other holdings.

Very High Portfolio Concentration: Asset concentration is very
high, with a single asset contributing 100% of its portfolio.
Repsol E&P is a pure upstream oil and gas producer with its cash
flows exposed to volatile hydrocarbon prices. This, alongside
Repsol E&P's conservative capital allocation framework, may lead to
periods of lower-than-expected distributions to its shareholders.
Fitch views the single asset and the indirect exposure to the
volatile oil and gas sector as key constraints on Breakwater's
credit profile.

Strong Credit Strength of Holdings: Repsol E&P, 75% owned by Repsol
and 25% by Breakwater, is a highly cash-generative business with
low financial leverage and healthy growth prospects. Repsol E&P
holds all Repsol's upstream oil and gas assets and is the primary
cash flow contributor to the group.

Limited Control Over Dividend Inflows: The shareholders' agreement
between Breakwater and Repsol outlines a clear capital allocation
framework for Repsol E&P under which distributions are paid out of
excess cash flows, and are also subject to a forward-looking
minimum liquidity test. Repsol E&P is prohibited from paying any
debt-funded dividends, making Breakwater's dividend receipts
entirely dependent on Repsol E&P's organic performance.

Assumed Good Asset Liquidity: Repsol E&P is unlisted, but its
parent company Repsol has a long record of operating as a publicly
listed entity and has a public commitment to arranging a liquidity
event for Repsol E&P in the near future, subject to market
conditions. Fitch assumes Breakwater's stake in Repsol E&P is
fairly liquid, based on the commitment from Repsol and Repsol E&P's
high-quality asset base and strong financial profile.

Good Access to Capital: Fitch assumes Breakwater will be able to
access varied forms of external capital in addition to the planned
USD800 million issuances. Breakwater is held by EIG, a prominent
investment fund with a strong record, and the high quality of
Breakwater's investment makes it likely that it will have access to
various forms of capital through the cycle. Breakwater will also
have full availability under a USD100 million revolving credit
facility (RCF).

Uncommitted Refinancing Strategy: Fitch does not expect Breakwater
to retain any material cash balances on its accounts and will have
the USD100 million super senior revolver as its sole source of
back-up liquidity should dividends from Repsol E&P prove
insufficient to service obligations under the planned notes.
Breakwater's stake in Repsol E&P is unlisted, and it is
contractually prohibited from selling its stake until the earlier
of end-2025 or a public listing of Repsol E&P, which may make it
difficult for it to monetise its investment if there were an urgent
liquidity need, although Fitch considers this unlikely.

Low Asset-Based Leverage: Fitch conservatively assumes a pro forma
rating case gross loan to value of 28%, a 6x enterprise
value/EBITDA multiple, USD800 million debt, and an undrawn RCF.
This is in line with its expectation for a higher rating category.
Cash flow-based leverage is fairly high, but Fitch expects
Breakwater, following the expiry of the lock-up in Repsol E&P's
shareholders' agreement at end-2025, would be willing and able to
reduce its stake in the investment to cover any funding needs,
making loan-to-value-based leverage metrics more relevant.

Senior Secured Notes Notched Up: Fitch notches up the contemplated
senior secured notes, backed by Breakwater's equity stake in Repsol
E&P, once from Breakwater's IDR, with a Recovery Rating of 'RR2',
based on its Corporates Recovery Ratings and Instrument Ratings
Criteria.

Peer Analysis

Matador Bidco S.a.r.l (BB/Stable) is Breakwater's closest peer, an
investment holding company set up with the sole purpose of holding
a 38.41% stake of Moeve, S.A. (BBB-/Stable).

The two companies are comparable in their strong access to capital,
good financial flexibility, and the highly concentrated nature of
their portfolios with indirect exposure to the volatile oil and gas
sector. Fitch rates Breakwater one notch above Matador due to the
higher quality of its investment and lower asset-based leverage as
measured by gross loan to value.

Key Assumptions

- Dividends averaging USD138 million a year through forecast
horizon to 2029

- Stable asset value based on an assumed enterprise value/EBITDA
multiple of 6x

- Breakwater-level gross debt of USD800 million

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Gross loan to value increasing over 45%

- Negative rating action on Repsol E&P

- Significantly weaker investment holding company cash cover
sustained around 1.0x

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Significant increase in the diversification of Breakwater's
holdings while maintaining gross loan to value below 45% and
similar portfolio credit characteristics

- Positive rating action on Repsol E&P

Liquidity and Debt Structure

Breakwater's liquidity will be supported by a proposed USD100
million RCF, which the company plans to keep undrawn, plus dividend
receipts from Repsol E&P.

Issuer Profile

Breakwater is the investment vehicle supporting EIG's 25% joint
venture interest in Repsol E&P.

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   
   -----------             ------                     --------   
Breakwater Energy
Holdings S.a r.l.    LT IDR BB+       New Rating

   senior secured    LT     BBB-(EXP) Expected Rating   RR2




=====================
N E T H E R L A N D S
=====================

FAIRBRIDGE 2025-1: S&P Assigns Prelim. CCC Rating on X2 Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to
Fairbridge 2025-1 B.V.'s class A to X2-Dfrd Dutch BTL RMBS notes.
At closing, the issuer will issue unrated class Z notes.

The pool comprises EUR267.8 million first-lien BTL mortgage loans
located in the Netherlands. The loans in the pool were originated
by Hyra Real Estate Investments B.V. (10.1% of the total current
balance, all BTL), Mogelijk Hypotheken B.V. (39.7% BTL), and
Pontifex Bridge Financing B.V. (DCMF; 41.9% BTL and 8.3% bridge
loans). Overall performance has been good since all three lenders'
inception, with limited arrears and no losses recorded. This is
aligned with other competitors in the unregulated Dutch BTL market.
Even so, the track record is limited, which S&P considered in its
analysis through an appropriate originator adjustment.

The transaction has some unique features: It combines loans from
three lenders, two of which, had not originated loans in a BTL
transaction before (Hyra and DCMF) and introduces short-term bridge
loans, which are unusual in Dutch transactions S&P has previously
rated. Additionally, some loans in the pool have undrawn
construction deposits.

From a structural perspective, provided certain conditions are met,
the transaction will amortize pro rata in the first year, which is
in line with the contractual maturity of the bridge loans. At the
same time, the transaction has a prefunding period and the
possibility of product switches, which are both subject to
eligibility criteria.

Credit enhancement for the notes will comprise subordination and
excess spread. The transaction will amortize pro rata on the first
four interest payment dates if the credit quality of the pool does
not deteriorate beyond a pre-defined level. Thereafter,
amortization will be sequential, meaning credit enhancement will
accumulate, enabling the structure to withstand performance shocks.
Principal can be used to cure senior fees and interest shortfalls
on the most senior class of notes.

Of the provisional pool, 99.8% of the loans pay fixed-rate
interest. To address the interest mismatch between the mortgage
loans and the rated notes, the transaction will have a
fixed-to-floating interest rate swap, where the issuer will pay a
fixed rate of interest and receive EURIBOR to mirror the index paid
on the notes. The balance of the swap will follow a fixed
amortization schedule. All the loans revert to a floating interest
rate at the end of their fixed-rate periods. This is somewhat
unusual in the Dutch BTL market, and the borrowers are at risk of
payment shock if interest rates rise. Most loans in the pool will
switch to a floating interest rate, mainly in 2029 or 2030. S&P
captured the potential payment shock in our analysis. The product
switch feature in the transaction allows the originators to offer
new fixed rates to borrowers within the transaction up to certain
limits.

S&P said, "We stress the transaction's cash flows to test the
credit and liquidity support that the assets, subordinated
tranches, and excess spread provide. We apply these stresses to the
cash flows at all relevant rating levels. In addition to our
standard cash flow analysis, we also considered the sensitivity of
each tranche to lower excess spread caused by prepayments or
defaults, and each tranche's relative positions in the capital
structure to determine the preliminary ratings.

"The class X1-Dfrd and X2-Dfrd notes did not pass any of the rating
scenario stresses in our standard cash flow runs. Both tranches
pass our "steady state" test, in which we assume benign conditions.
The class X1-Dfrd notes rank higher than the class X2-Dfrd notes
and will necessarily benefit from any excess spread before the
class X2-Dfrd notes. As such, we assigned a 'B- (sf)' preliminary
rating to the class X1-Dfrd notes. In line with our 'CCC' ratings
criteria, the class X2-Dfrd notes are dependent on favorable
economic conditions to repay their obligations at maturity. We
therefore assigned our 'CCC (sf)' preliminary rating to this class
of notes."

The issuer is exposed to U.S Bank Europe DAC, as the transaction
account provider; ABN AMRO Bank N.V. as the collection foundation
account bank; and Natixis S.A. as swap counterparty. The documented
replacement mechanisms adequately mitigate the transaction's
exposure to counterparty risk in line with S&P's counterparty
criteria.

  Preliminary ratings

  Class    Prelim. Rating   Class size (%)

  A           AAA (sf)        87.20
  B-Dfrd      AA (sf)          5.35
  C-Dfrd      A (sf)           3.20
  D-Dfrd      BBB+ (sf)        2.50
  E-Dfrd      BB (sf)          1.75
  X1-Dfrd     B- (sf)          2.00
  X2-Dfrd     CCC (sf)         2.00
  Z           NR                N/A

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 class B-Dfrd to E-Dfrd
notes and the class X1-Dfrd and X2-Dfrd notes. Its ratings also
address the timely receipt of interest on the rated notes when they
become the most senior class outstanding except for the class
X1-Dfrd and X2-Dfrd notes.
NR--Not rated.
N/A--Not applicable.


VEON LTD: Akin Gump's Sebastian Rice Joins as General Counsel
-------------------------------------------------------------
VEON Ltd. announced on November 6, 2025, the appointment of
Sebastian Rice as General Counsel of the Group, effective January
1, 2026. Rice will succeed the Group's Acting General Counsel
Vitaly Shmakov, who has been appointed as Chief Investment Officer,
leading the Group's mergers & acquisitions function.

Anand Ramachandran, VEON's Chief Corporate Development Officer,
will continue in his current role with expanded investor relations
and investor value creation responsibilities, also effective
January 1, 2026.

Rice joins VEON from Akin Gump Strauss Hauer & Feld LLP, where he
has worked for the past 24 years. His most recent roles include
Partner-in-Charge of the firm's London and Geneva offices and
Co-Head of the Corporate Practice.

"I am excited to take on the role of General Counsel at VEON Group,
an organization I hold in the highest regard, having worked closely
with the team for many years. I look forward to joining VEON'S
growing headquarters in Dubai, and to contributing to the Group's
growth agenda as VEON advances its digital operator
transformation," said Rice.

"We look forward to welcoming Sebastian to the VEON Leadership Team
starting January 1, 2026. We are also delighted to announce the
appointments of Vitaly and Anand to their new and expanded roles.
Sebastian's experience will be invaluable as VEON continues its
digital operator transformation across the exciting frontier
markets that we serve. Vitaly moves into his new role after nearly
a decade within VEON across legal and M&A functions, and will be
driving our growth portfolio with value-accretive transactions.
Anand will lead our deepening investor engagement as we expand our
work with capital markets across multiple geographies, as the
largest Nasdaq-listed company with a Dubai headquarters, and the
parent of Kyivstar, another Nasdaq-listed company," said VEON Group
CEO Kaan Terzioglu.

                       About Veon Ltd.

headquartered in Dubai, VEON is a digital operator strategically
positioned across six frontier markets: Bangladesh, Kazakhstan,
Pakistan, Ukraine Uzbekistan and Kyrgyzstan (currently classified
as held for sale). The Company delivers comprehensive
telecommunications and digital services (including voice, fixed
broadband, data and cloud services) through local brands that
resonate with each market's unique digital landscape, including our
"Kyivstar," "Banglalink," "Toffee" and "Jazz" brands. VEON operates
across six countries that are home to more than 7% of the world's
population. The company's digital operator strategy focuses on
delivering services beyond traditional mobile and fixed
connectivity, and expands into digital financial services,
entertainment, healthcare, education and digital enterprise
services.

As of June 30, 2025, the Company had $8.5 billion in total assets,
$7 billion in total liabilities, a total equity of $1.5 billion.

Melville, New York-based UHY LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated April
25, 2025, attached to the Company's Annual Report on Form 10-K for
the year ended December 31, 2024, citing that the Company has been
negatively impacted and will continue to be negatively impacted by
the consequences of the war in Ukraine, and has stated that these
events or conditions indicate that a material uncertainty exists
that may cast significant doubt (or raise substantial doubt as
contemplated by PCAOB standards) on the Company's ability to
continue as a going concern.



=========
S P A I N
=========

BAHIA DE LAS ISLETAS: S&P Affirms 'CCC' ICR, Off Watch Negative
---------------------------------------------------------------
S&P Global Ratings affirmed the 'CCC' issuer rating on Canary
Island-based ferry operator Bahia de las Isletas S.L. (Bahia) and
its subsidiary Anarafe S.L.U and removed them from CreditWatch with
negative implications. S&P also affirmed the 'CCC' issue rating on
Bahia's outstanding 2026 notes with a '3' recovery rating.

The negative outlook reflects the risk that the sale transactions
could be delayed, triggering the company to seek a debt maturity
extension or other debt modifications that S&P may view as
distressed.

Bahia announced it has reached agreements with various strategic
owners to sell its business in several transactions for a total
consideration of EUR280 million. The transactions include the sale
of its Canary Islands, Mainland, Algeria, and Alboran routes and
assets, as well as its land transportation business in the Canary
Islands for a total consideration of EUR215 million on a debt-free
basis, and the sale of its Strait operations assets for EUR40
million. S&P understands a separate sale of its vessel Fortuny was
completed in September 2025 for EUR25 million. The deals are part
of the restructuring of Naviera Armas Trasmediterranea, the group's
operating company. S&P understands the proceeds will be used to
repay Bahia's outstanding debt in full.

S&P said, "The negative outlook reflects the risk that the sale
transactions could be delayed, potentially triggering the company
to seek debt modifications that we may consider distressed. While
we believe the proceeds of the transactions, together with Bahia's
cash on hand (about EUR21 million at the end of August 2025), will
likely be sufficient to cover its debt as it comes due, the
transactions require regulatory approvals that could be delayed
given their scale--a process the company may not be able to
influence. Bahia's debt structure primarily consists of the super
senior term loan (EUR48.4 million outstanding as of August 31,
2025), the secured notes (EUR247.9 million), and other debt (EUR8.9
million). The next sizeable maturity is the super senior loan due
at the end of June 2026 followed by the rated notes due for
repayment Dec. 31, 2026. We understand that customary antitrust
approvals are underway, and the company anticipates completing the
transactions in the first half of 2026.

"The negative outlook reflects the risk that the sale transactions
could be delayed, triggering the company to seek a debt maturity
extension or other debt modifications that we may view as
distressed.

"We might lower our ratings on Bahia if we believe a default,
distressed exchange, or redemption appears to be inevitable within
six months, absent significant and unanticipated improvements in
the company's circumstances.

"We might consider a positive rating action if the sale of the
business is completed as planned and the outstanding debt is repaid
in full and on time."


BRACCAN MORTGAGE 2025-2: S&P Assigns Prelim. 'BB' Rating on X Notes
-------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Braccan
Mortgage Funding 2025-2 PLC's class A to X-Dfrd notes. At closing,
the issuer will also issue unrated class Z notes.

Braccan Mortgage Funding 2025-2 PLC is an RMBS transaction that
securitizes a portfolio of BTL and owner-occupied mortgage loans
secured on properties in the U.K. The loans in the pool were
originated between 2016 and 2025, with most originated in 2025, by
Paratus AMC Ltd. (Paratus), a nonbank specialist lender. The loans
were originated under the Foundation Home Loans (FHL) brand.

The collateral comprises first-lien U.K. BTL residential mortgage
loans (76.85%) and owner-occupied mortgages (23.15%) advanced to
complex income borrowers with limited credit impairments. The
exposure to self-employed borrowers and first-time buyers within
the owner-occupied portion of the pool is high. At closing, the
issuer will use the issuance proceeds to purchase the full
beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in the security
trustee's favor.

The capital structure's application of principal proceeds is fully
sequential. Credit enhancement can therefore build up over time for
the rated notes, enabling the capital structure to withstand
performance shocks. The transaction features a turbo mechanism
where all excess interest proceeds are used to redeem the notes
sequentially after the step-up date. Positive excess spread will be
present from closing.

The transaction includes a prefunded amount of up to 15%, where the
issuer can purchase loans until the first interest payment date.
Product switches are permitted under the transaction documentation
until the step-up date to enable borrowers to re-fix their mortgage
payments, subject to the eligibility criteria.

Most (98.8%) of the assets within the preliminary pool pay an
initial fixed interest rate and then revert to paying a standard
variable rate plus a contractual margin. These loans will revert to
higher reversionary rates when incorporating the SVR. Therefore,
borrowers unable to refinance might be exposed to a payment shock.
S&P adjusted its foreclosure frequency assumptions accordingly.

S&P said, "The issuer is an English special-purpose entity, which
we consider to be bankruptcy remote. We expect to assign credit
ratings at closing subject to a satisfactory review of the
transaction documents and legal opinions. Based on our initial
analysis, we do not anticipate any rating constraints under our
counterparty, operational risk, or structured finance sovereign
risk criteria.

"Our preliminary rating on the class D-Dfrd notes is below that
indicated by our standard cash flow analysis. The rating reflects
the low level of credit enhancement only provided by the general
reserve fund. Our preliminary rating on the class X-Dfrd notes
reflects the results of cash flow runs with higher levels of
prepayments which would decrease excess spread."

To address the interest mismatch between the mortgage loans and the
rated notes, the transaction will feature a fixed-to-floating
interest rate swap, where the issuer will pay a fixed rate and
receive the Sterling Overnight Index Average (SONIA) rate to mirror
the index paid on the notes.

The transaction embeds some strengths that may offset deteriorating
collateral performance. Given its sequential amortization, credit
enhancement is expected to build-up over time. The existence of a
liquidity fund may, to a certain extent, insulate the notes against
credit losses and liquidity stresses. In addition, the interest
rate swap mitigates the effect on note coupon payments from rising
daily compounded SONIA rates that they are linked to.

  Preliminary ratings

  Class   Prelim rating*  Prelim amount (in %)

  A          AAA (sf)       88.6
  B-Dfrd     AA (sf)        5.75
  C-Dfrd     A (sf)          3.5
  D-Dfrd     BBB-(sf)       2.15
  X-Dfrd     BB (sf)        2.00
  Z          NR             0.35
  RC1        NR              N/A
  RC2        NR              N/A

*S&P's preliminary 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 all the other rated
notes. S&P's preliminary ratings also address timely receipt of
interest on the class B-Dfrd, C–Dfrd, and D-Dfrd notes when they
become the most senior outstanding.
NR--Not rated.
N/A--Not available.




===========
T U R K E Y
===========

ANADOLUBANK AS: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Anadolubank A.S.'s Long-Term (LT)
Foreign- and Local-Currency Issuer Default Ratings (IDRs) to 'B+'
from 'B', and its Viability Rating (VR) to 'b+' from 'b'. Fitch has
also upgraded the bank's National LT Rating to 'A(tur)' from
'A-(tur)'. The Rating Outlooks are Stable.

The upgrade reflects Fitch's improved assessment of the Turkish
operating environment, as shown by the revision of the operating
environment score for Turkish banks to 'bb-'/stable from
'b+'/positive. It also considers the bank's stable risk and
financial profiles due to improved operating conditions.

Key Rating Drivers

VR Drives Ratings: Anadolu's IDRs and National LT Rating are driven
by its standalone creditworthiness, as reflected in its VR. The VR
considers its limited franchise, resilient profitability, adequate
capitalisation and limited refinancing risks. The bank's 'B'
Short-Term IDRs are the only possible option mapping to LT IDRs in
the 'B' rating category.

Improved but Challenging Operating Environment: The upward revision
of its assessment of the Turkish operating environment reflects the
normalisation of and a stronger record for the country's monetary
policy. This has reduced refinancing risks, and improved external
market access, policy credibility, policy consistency, and
exchange-rate stability, despite financial market volatility.
However, banks remain exposed to still-high - but declining -
inflation, slowing economic growth, domestic political volatility
and multiple macroprudential regulations, despite simplification
efforts.

Small Domestic Franchise: Anadolu has a small market share, with
0.4% of sector assets at end-1H25, on an unconsolidated basis,
resulting in limited pricing power. Its self-funded Dutch
subsidiary, Anadolubank N.V., (end-1H25: 25% of consolidated
assets) brings some diversification to operations.

Rapid Growth: The bank's gross loan growth of 46% in 1H25 has
outpaced the sector average (22%) due to growth in segments exempt
from the monthly growth caps. New loan originations have remained
focused on short-term local-currency (LC) lending to lower-risk
corporates, reducing seasoning risks. Foreign-currency (FC)
lending, largely originated by the Dutch subsidiary (mainly to
Turkish financial institutions and corporates), comprised 37% of
loans at end-1H25.

Asset-Quality Risks: The impaired loans ratio worsened to 1.6% at
end-1H25 (end-2024: 1.4%) despite high nominal loan growth,
reflecting the impact of sector-wide asset-quality pressures. The
impact on the bank's loan book has so far been limited, owing to
its negligible exposure to unsecured retail lending, and focus on
LC non-retail loans. Specific reserve coverage of impaired loans
was 69% (sector: 75%). Stage 2 loan ratio was low (end-1H25: 1.6%).
Credit risks remain, due to slowing economic growth, high lira
interest rates, high FC lending, and concentration risks. Fitch
expects an impaired loans ratio of about 2% at end-2025 and
end-2026.

Above Sector-Average Profitability: The operating
profit/risk-weighted assets (RWAs) ratio increased to 8.5% in 1H25,
from 7.9% in 2024, mainly supported by a wider margin of 8.9%
(2024: 8.6%) and improved net fees and commissions (annualised 50%
increase compared with 2024). Fitch expects profitability to weaken
but remain better than the sector average in 2H25 and 2026, given a
moderate increase in loan impairment charges and tightening
margins, with operating profit/RWAs ratios at around 7% at end-2025
and 6.5% end-2026.

Adequate Capitalisation: The bank's common equity Tier 1 ratio,
including forbearance, declined to 15.3% at end-1H25 (includes
146bp forbearance impact), from 17.7% at end-2024, due mainly to
tightened forbearance on FC RWAs, and loan growth. Pre-impairment
operating profit (annualised 15.2% of average gross loans), and
full provision coverage of impaired loans provide an additional
loss-absorption buffer. Capitalisation remains sensitive to
macroeconomic risks, lira depreciation (due to high FC RWAs),
asset-quality risks and growth. Fitch expects the common equity
Tier 1 ratio to remain around current levels, supported by strong
internal capital generation.

Limited Refinancing Risk: Anadolu is largely funded by short-term,
fairly granular customer deposits (end-1H25: 74% of total
non-equity funding). Related-party deposits from the parent
constituted a high 16% of total deposits. The share of FC deposits
is high at 62%. About 34% of customer deposits, largely in euros,
are sourced through Anadolubank N.V., with longer maturities than
the deposits placed at Anadolu in Turkiye.

The share of FC wholesale funding has risen in recent years
(end-1H25: 11% of total funding), mainly driven by the bank's
recent USD150 million subordinated debt issue, with the rest
sourced by Anadolubank N.V. Fitch expects the gross loans/customer
deposits ratio to continue rising to around 90% at end-2025 and 97%
at end-2026, due to rapid loan growth and the diversification of
funding sources.

Rating Sensitivities

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Anadolu's Long-Term IDRs are mainly sensitive to a downgrade of its
VR.

The VR is sensitive to downward revision of the operating
environment or a sovereign downgrade. An erosion in the bank's
capitalisation buffers, likely to be driven by worse-than-expected
asset quality deterioration, a sharp increase in risk appetite, or
pressure on profitability and FC liquidity, could also lead to a
downgrade of the VR.

The Short-Term IDRs are sensitive to a multi-notch downgrade of its
Long-Term IDRs.

The National LT Rating is sensitive to a negative change in the
bank's creditworthiness in LC relative to that of other Turkish
issuers.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

An upgrade of Anadolu's Long-Term IDRs and VR would require an
upward revision of its assessment the operating environment for
Turkish banks, which would require a sovereign rating upgrade,
while maintaining overall stable risk and financial profiles.

The Short-Term IDRs are sensitive to positive changes in its
Long-Term IDRs.

The National LT Rating is sensitive to a positive change in the
bank's creditworthiness in LC relative to that of other Turkish
issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The rating on Anadolu's subordinated notes is notched down twice
from its VR anchor rating for loss severity, reflecting its
expectation of poor recoveries in case of default. The Recovery
Rating of these notes is 'RR6'.

Anadolu's Government Support Rating of 'No Support' reflects its
view that state support cannot be relied on, given the bank's
limited systemic importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt ratings are mainly sensitive to a change in
Anadolu's VR anchor rating.

An upgrade of the Government Support Rating is unlikely given
Anadolu's limited systemic importance and franchise.

VR ADJUSTMENTS

The operating environment score of 'bb-' for Turkish banks is below
the 'bbb' the category implied score due to the following
adjustment reason: sovereign rating (negative).

The asset quality score of 'b+' is below the 'bb' category implied
score due to the following adjustment reason: concentrations
(negative).

The earnings and profitability score of 'bb-' is below the 'bbb'
category implied score due to the following adjustment reason:
revenue diversification (negative).

The capitalisation and leverage score of 'b+' is below the 'bb'
category implied score due to the following adjustment reason: risk
profile and business model (negative).

The funding and liquidity score of 'b+' is below the 'bb' category
implied score due to the following adjustment reason: deposit
structure (negative).

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. The management's
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on Anadalou's credit
profile, and is relevant to its ratings in combination with other
factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                       Rating       Recovery   Prior
   -----------                       ------       --------   -----
Anadolubank A.S.   LT IDR             B+ Upgrade             B
                   ST IDR             B  Affirmed            B
                   LC LT IDR          B+ Upgrade             B
                   LC ST IDR          B  Affirmed            B
                   Natl LT        A(tur) Upgrade          A-(tur)
                   Viability          b+ Upgrade             b
                   Government Support ns Affirmed            ns

   Subordinated    LT                 B- Upgrade    RR6      CCC+


SEKERBANK TAS: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded Sekerbank T.A.S.'s Long-Term Foreign-
and Local-Currency Issuer Default Ratings (IDRs) to 'B+' from 'B',
and its Viability Rating (VR) to 'b+' from 'b'. Fitch has also
upgraded the bank's National Long-Term (LT) Rating to 'A(tur)' from
'A-(tur)'. The Rating Outlooks are Stable.

The upgrade reflects Fitch's improved assessment of the Turkish
operating environment, as shown by the revision of the operating
environment score for Turkish banks to 'bb-'/stable from
'b+'/positive. It also considers the bank's stable risk and
financial profiles maintained in the context of improved operating
conditions.

Key Rating Drivers

VR Drives Ratings: Sekerbank's IDRs and National LT Rating are
driven by its standalone creditworthiness, as reflected in its VR.
The VR considers the concentration of its operations in the
improved, but still challenging, Turkish market, where it has a
limited franchise, albeit with a more meaningful presence in
Anatolia. It also considers the bank's adequate capitalisation,
asset quality and foreign-currency (FC) liquidity, but also fairly
high concentrations and exposure to cyclical sectors. The bank's
'B' Short-Term IDRs are the only possible option mapping to LT IDRs
in the 'B' rating category.

Improved but Challenging Operating Environment: The upward revision
of its assessment of the Turkish operating environment reflects the
normalisation and a stronger record of monetary policy. This has
reduced refinancing risks, and improved external market access,
policy credibility and consistency and exchange-rate stability,
despite financial market volatility. However, banks are still
exposed to still high - albeit declining - inflation, slowing
economic growth, domestic political volatility and multiple
macroprudential regulations, despite simplification efforts.

Exposure to Cyclical Sectors: The bank is highly exposed to the
cyclical SME segment (63% of total loans at end-1H25, including
agricultural loans of 15%) and the higher-risk tourism (12%), and
construction (9%) sectors. Loan growth of 41% in 1H25 (sector: 22%)
has quickened following consecutive years of muted and
below-sector-average growth. This has been underpinned by tightened
underwriting standards and a loan book partially exempt from
monthly loan growth caps given its SME and agricultural focus, as
well as an additional limit based on the bank's asset size, as with
peers of similar size.

Impairments in the bank's post clean-up book remain low, with Stage
3 (NPL) ratios of 0.7% and 1.3% for agricultural and SME loans,
respectively, at end-1H25.

Asset-Quality Risks: The NPL ratio improved slightly to 1.5% at
end-1H25 (end-2024: 1.6%), reflecting high nominal growth (41%) and
collections (19% of end-2024 NPLs), notwithstanding higher NPL
inflows (NPL origination up to 1.1% at end-1H25, from 0.6% at
end-2024). NPLs were 64% covered by specific reserves (sector:
73%). Stage 2 loans comprised 4.2% of loans (64% restructured, 12%
average reserve coverage), well below Fitch's estimate of the
sector average.

Credit risks remain due to still high FC lending (37%) and exposure
to higher-risk segments. Fitch expects the NPL ratio to increase
towards 2% by end-2026, reflecting sector-wide impairments within
the SME segment as economic growth slows.

Above-Sector-Average Margins: Sekerbank's annualised operating
profit/risk-weighted assets (RWAs) ratio weakened to 3.6% at
end-1H25 (end-2024: 4.8%), reflecting continued inflation-led
pressure on operating expenses, lower CPI-linked gains and tighter
margins on higher lira deposit costs following the March policy
rate increase. The bank's net interest margin (1H25: 10.0%)
contracted by 57bp but remained well above the sector average
(5.5%), reflecting its high-yielding SME and agricultural book and
widespread granular retail deposit base.

Fitch expects profitability to remain fairly reasonable in 2026,
with an operating profit/RWA ratio of about 2%. Volumes and lower
lira rates should support margins, although loan impairment charges
are set to increase and competition to intensify.

Adequate Capitalisation: Capitalisation is adequate, given
sensitivity to lira depreciation and asset-quality deterioration.
The common equity Tier 1 ratio declined to 17.9% (16.9% net of
forbearance) by end-1H25 (end-2024: 23.1%), reflecting rapid loan
growth and weakened earnings. Capitalisation is supported by FC
Tier 2 debt (USD85 million, maturity extended to 2032) and
additional Tier 1 debt (USD200 million issued in July), providing a
partial hedge against lira depreciation, free provisions (66bp of
RWAs) and full total reserves coverage of NPLs (116%).

Mainly Deposit-Funded, Adequate FX Liquidity: Sekerbank is mainly
funded by granular deposits (end-1H25: 72% of non-equity funding),
37% of which were in FC. FC wholesale funding (18%) largely
comprises funding from international financial institutions and
subordinated debt, with generally medium- to long-term tenors,
mitigating refinancing risks. FC liquidity (USD367 million) was
sufficient to cover short-term debt for up to one year and about
29% of FC customer deposits at end-1H25.

Rating Sensitivities

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Sekerbank's Long-Term IDRs are mainly sensitive to a downgrade of
its VR.

The VR is sensitive to a downward revision of the operating
environment score or a sovereign downgrade. An erosion in the
bank's capitalisation buffers, likely driven by worse-than-expected
asset quality deterioration, a sharp increase in risk appetite, or
pressure on profitability and FC liquidity, could also lead to a
downgrade of the VR.

The Short-Term IDRs are sensitive to a multi-notch downgrade of its
Long-Term IDRs.

Sekerbank's National LT Rating is sensitive to a negative change in
the entity's creditworthiness relative to that of other rated
Turkish issuers in LC.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

An upgrade of the bank's ratings would require an upward revision
of its assessment of the operating environment for Turkish banks,
which would require a sovereign rating upgrade, combined with
stable financial and risk profiles.

The Short-Term IDRs are sensitive to positive changes in the
Long-Term IDRs.

The National LT Rating is sensitive to a positive change in Seker's
creditworthiness in LC relative to other rated Turkish issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The rating on Sekerbank's subordinated notes is notched down twice
from its VR anchor rating for loss severity, reflecting its
expectation of poor recoveries in case of default. The Recovery
Rating of these notes is 'RR6'.

The rating on Sekerbank's additional Tier 1 notes is three notches
below Sekerbank's 'b+' VR, in accordance with Fitch's Bank Rating
Criteria. Fitch has only notched the debt rating three times from
Sekerbank's VR (twice for loss severity and only once for
non-performance risk), instead of the baseline four notches, due to
rating compression, as Sekerbank's VR is below the 'BB-' anchor
rating threshold. The Recovery Rating of these notes is 'RR6'.

The bank's Government Support Rating of 'no support' reflects
Fitch's view that support from the Turkish authorities cannot be
relied on, given the bank's small size and limited systemic
importance. Shareholder support, while possible, cannot be relied
on.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt ratings are mainly sensitive to a change in
Sekerbank's VR anchor rating.

The additional Tier 1 notes' rating is sensitive to a change of the
bank's VR. The notes rating is also sensitive to an unfavourable
revision of Fitch's assessment of incremental non-performance
risk.

An upgrade of Sekerbank's Government Support Rating is unlikely
given its limited systemic importance.

VR ADJUSTMENTS

The operating environment score of 'bb-' for Turkish banks is lower
than the category implied score of 'bbb', due to the following
adjustment reason: sovereign rating (negative).

The asset quality score of 'b+' is below the category implied score
of 'bb' due to the following adjustment reason: concentrations
(negative).

The earnings and profitability score of 'b+' is below the category
implied score of 'bb' due to the following adjustment reason:
revenue diversification (negative).

The capitalisation and leverage score of 'b+' is below the category
implied score of 'bb' due to the following adjustment reason: risk
profile and business model (negative).

The funding and liquidity score of 'b+' is below the category
implied score of 'bb' due to the following adjustment reason:
deposit structure (negative).

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. Management's
ability across the sector to determine their own strategy and price
risk is constrained by increased regulatory interventions and by
the operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on Sekerbank's credit
profile and is relevant to the rating in combination with other
factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                       Rating       Recovery   Prior
   -----------                       ------       --------   -----

Sekerbank T.A.S.   LT IDR             B+ Upgrade             B
                   ST IDR             B  Affirmed            B
                   LC LT IDR          B+ Upgrade             B
                   LC ST IDR          B  Affirmed            B
                   Natl LT        A(tur) Upgrade          A-(tur)
                   Viability          b+ Upgrade             b
                   Government Support ns Affirmed            ns

   Subordinated    LT               CCC+ Upgrade    RR6      CCC


   subordinated    LT                 B- Upgrade    RR6      CCC+



===========================
U N I T E D   K I N G D O M
===========================

HYDROGEN VEHICLE: Opus Restructuring Appointed as Administrators
----------------------------------------------------------------
Hydrogen Vehicle Systems Ltd entered administration in the Court of
Session (Scotland), and Paul Dounis and Mark Harper of Opus
Restructuring LLP were appointed as joint administrators on Oct. 6,
2025.

The company engaged in the manufacture of motor vehicles;
manufacture of electrical and electronic equipment for motor
vehicles and their engines; and manufacture of other parts and
accessories for motor vehicles.

Its registered office is at Park View House, 96 Caledonia Street,
Glasgow, Scotland, G5 0XG

The joint administrators can be reached at:

   Paul Dounis
   Mark Harper
   Opus Restructuring LLP
   8 Walker Street
   Edinburgh, EH3 7LA

For further information, contact:

   The Joint Administrators
   Tel No: 0131 322 8416

Alternative contact:

     Victoria Paterson
   Tel No: 0131 322 8419


IC REALISATIONS 2025: Leonard Curtis Appointed as Administrators
----------------------------------------------------------------
IC Realisations 2025 Limited, trading as I-Creation 2020 Limited,
entered administration under the High Court of Justice, Business
and Property Courts of England and Wales, Court Number
CR-2025-007214, Mike Dillon and Christopher Knott of Leonard Curtis
were appointed as joint administrators on Oct. 31, 2025.

The company operated in video production, interactive leisure and
entertainment software development, public relations and
communications, and advertising agency services.

Its registered office is c/o DPC Stone House, 55 Stone Road
Business Park, Stoke-on-Trent, Staffordshire, ST4 6SR

Its principal trading address is at Studio 2, Spode at the Potbank,
Elenora Street, Stoke-on-Trent, ST4 1QD

The joint administrators can be contacted at:

          Mike Dillon
        Christopher Knott
        Leonard Curtis
        Riverside House
        Irwell Street
        Manchester, M3 5EN

For further information, contact:

        The Joint Administrators
        Tel No: 0161 831 9999
        Email: recovery@leonardcurtis.co.uk

Alternative contact: Nicola Carlton


MOSS CIVIL: Leonard Curtis Appointed as Administrators
------------------------------------------------------
Moss Civil Engineering Limited entered administration in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number CR-2025-MAN-001506,
and Mike Dillon and Hilary Pascoe of Leonard Curtis were appointed
as joint administrators on Oct. 31, 2025.

The company engaged in site preparation.

Its registered office and principal trading address is at Lion
House, Russell Street, Leek, Staffordshire, ST13 5JF

The joint administrators can be reached at:

     Mike Dillon
     Hilary Pascoe
     Leonard Curtis
     Riverside House, Irwell Street
     Manchester, M3 5EN

For further information, contact:

     Tel No: 0161 831 9999
     Email: recovery@leonardcurtis.co.uk

Alternative contact:

       Helen Hales


PEART PERFORMANCE: Begbies Traynor Appointed as Administrators
--------------------------------------------------------------
Peart Performance Marque Limited entered administration in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number CR-2025-001443, and
Dean Watson and Paul Stanley of Begbies Traynor (Central) LLP were
appointed as joint administrators on Oct. 30, 2025.

The company engaged in high risk vehicle and home insurance.

Its registered office is 5 Woodcote View, Wilmslow, Cheshire, SK9
2DT

The joint administrators can be reached at:

     Dean Watson
     Begbies Traynor (Central) LLP
     Paul Stanley
     Begbies Traynor (Central) LLP
     340 Deansgate
     Manchester, M3 4LY

For further information, contact:

     Mahnoor Ahmed
     Email: manchester@btguk.com
     Tel No: 0161 837 1700


PEOPLECERT HOLDINGS: S&P Affirms 'B+' ICR & Alters Outlook to Neg.
------------------------------------------------------------------
S&P Global Ratings revised its outlook on PeopleCert Holding UK
Ltd. to negative from stable and affirmed its 'B+' long-term issuer
credit rating on the company, along with its 'B+' issue rating on
its senior secured bond. The '3' recovery rating on the bond is
unchanged.

The negative outlook reflects that PeopleCert's leverage might
remain above 5.0x, reflecting the lower profitability of the
acquired business and potential execution risks in achieving
planned cost synergies and integration. The outlook also reflects
that refinancing risks might increase unless the company refinances
the bond before the end of 2025.

On Oct. 31, 2025, PeopleCert, a U.K.-based provider of learning and
technology products, acquired the commercial awarding and training
division of the City & Guilds London Institute (C&G).

It will fund the transaction through a new EUR150 million (₤130
million-equivalent) senior secured loan facility and cash on the
balance sheet.

S&P said, "We expect the acquisition to enhance the company's scale
and diversity of operations and strengthen its product portfolio,
but increase S&P Global Ratings-adjusted leverage above 5.0x in
2025 before reducing below that level in 2026, while free operating
cash flow (FOCF) will decrease to below 10% in 2026.

"The outlook revision reflects the material increase in leverage
from the acquisition, along with our view that PeopleCert might
face execution risks during its integration. We expect PeopleCert's
leverage to increase following the acquisition, because it will be
largely funded with new debt and incorporating C&G's materially
lower profitability and cash generation. PeopleCert will fund the
acquisition with a new EUR150 million senior secured term loan due
in 2030 and cash on the company's balance sheet. As a result,
PeopleCert's pro forma S&P Global Ratings-adjusted leverage will
increase to 5.2x and FOCF to debt will fall to 13% in 2025. We
forecast adjusted leverage to decline toward 5.0x in 2026,
supported by organic growth for the combined group and expected
synergies from integrating C&G. However, it might face execution
risks and other costs related to the integration. We also forecast
FOCF to debt will decline below 10% in 2026 due to higher capital
expenditure related to C&G's qualifications development and
moderate working capital outflows. At the same time, we've relaxed
our adjusted leverage threshold for the 'B+' rating, reflecting
that the acquisition will enhance PeopleCert's business position
compared with peers.

"The acquisition will strengthen PeopleCert's business scale and
diversity. We expect the acquisition to more than double the
company's revenue to about ₤300 million in 2026 from about ₤110
million in 2025 stand-alone. We estimate that C&G will contribute
up to ₤175 million in additional revenue from 2026 and its
top-line will grow organically at 5% a year. This will reflect
stable demand for trade workers, recovering spend on training
activities by corporate clients, and market share gains on the back
of integration into PeopleCert's technology framework. The
integration will also unlock cost synergies and cross-selling
opportunities. We think C&G's business complements PeopleCert's
existing operations, with no overlap or competition between its
product offerings. C&G provides vocational qualifications and
assessments and is the second-largest player in the U.K. after
Pearson. The company offers awarding and assessment, as well as
training leadership development for vocational qualification
globally. This includes vocational, T level, EPA, and assured
qualifications, as well as corporate training activities.
PeopleCert mainly focuses on highly skilled professionals pursuing
upskilling and reskilling opportunities mainly within IT-related
and project management roles, so the combined company will cover
the full spectrum of skilled professionals. About 60% of C&G's
revenue comes from direct and indirect government funding, exposing
it to risks of fluctuations in government budgets and funding
cycles. This is partly offset by the U.K. Department of Education's
consistent increases in education and apprenticeship funding.

"The transaction will dilute PeopleCert's profitability. C&G was a
not-for-profit organization with an estimated EBITDA margin of
about 10%. We expect the pro forma EBITDA margin to initially
decrease to 30%-35%, much lower than PeopleCert's historical
margins of 50%-55%. The margin could recover toward historical
levels, contingent on achieving all planned synergies. At the same
time, we understand there are significant cost optimization
opportunities, including optimizing personnel expense and
technological integration. We anticipate the company's FOCF to debt
will decline to less than 10% in 2026, based on our assumption of
exceptional and integration costs, increased capital expenditure
(capex), and a moderate working capital outflow. The additional
capex will primarily consist of C&G's maintenance and developing
spending, alongside technological investments to integrate it into
PeopleCert's operational framework. We expect FOCF to debt to
improve above 10% from 2027 onward, supported by recovering
profitability and realized synergies.

"We assume PeopleCert will refinance its EUR300 million senior
secured notes maturing in September 2026 in the coming months. The
company faces a large debt maturity in the coming year and has used
the previously committed EUR150 million senior secured loan from
Eurobank to fund the acquisition. We estimate that after the
acquisition closes, PeopleCert will have up to ₤75 million of
cash on the balance sheet and a EUR50 million (£43
million-equivalent) fully undrawn super senior revolving credit
facility (RCF). While in our view, the company's liquidity has
become less than adequate, we expect it will continue generating
solid FOCF and its liquidity sources will be sufficient to repay a
large portion of the bond, somewhat alleviating refinancing risks.
We also assume in our base-case scenario that the company will
conclude a refinancing transaction by the end of 2025."

The negative outlook reflects that following the acquisition,
PeopleCert's leverage might remain above 5.0x, reflecting the
acquired business' lower profitability and potential execution
risks in achieving cost synergies and integration. The outlook also
reflects the risk that PeopleCert might not be able to refinance
the senior secured bond before the end of 2025.

S&P said, "We could lower our ratings if the company's leverage
stays above 5.0x and FOCF to debt below 10%, if it faces any delays
or setbacks in integration of C&G or materially higher exceptional
and other integration-related costs than we assume in our base-case
scenario. We could also lower our ratings if the bond refinancing
is delayed to 2026.

"We could revise the outlook to stable if PeopleCert successfully
integrates C&G and continues to increase its revenue and EBITDA
organically, such that S&P Global Ratings-adjusted debt to EBITDA
declines below 5.0x and FOCF to debt improves to 10% sustainably.
The stable outlook would also hinge on the group maintaining
adequate liquidity after the bond refinancing."


PRO EARTHMOVING: Begbies Traynor Appointed as Administrators
------------------------------------------------------------
Pro Earthmoving Ltd, trading as UK Pro Group, entered
administration in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number CR-2025-001508, and Louise Longley and Mark Malone of
Begbies Traynor (Central) LLP were appointed as joint
administrators on Oct. 31, 2025.

The company, fka National Earthmoving Limited, operated in service
activities.

Its registered office is at 85 Great Portland Street, London, W1W
7LT

The joint administrators can be reached at:

   Louise Longley
   Begbies Traynor (Central) LLP
   Floor 2, 10 Wellington Place
   Leeds, LS1 4AP

   Mark Malone
   Begbies Traynor (Central) LLP
   11th Floor, One Temple Row
   Birmingham, B2 5LG

For further information, contact:

   Chloe Fletcher
   Email: chloe.fletcher@btguk.com
   Tel No: 0113 209 1038


PRO GRAB: Begbies Traynor Appointed as Administrators
-----------------------------------------------------
Pro Grab Hire Ltd, trading as UK Pro Group, was placed into
administration in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2025-001509, and Louise Longley and Mark Malone of
Begbies Traynor (Central) LLP were appointed as joint
administrators on Oct. 31, 2025.

The company operated in freight transport by road and previously
traded as EM Recycling Limited.

Its registered office is 85 Great Portland Street, London, W1W 7LT.
No principal trading address was listed.

The joint administrators can be reached at:

          Louise Longley
          Mark Malone
          Begbies Traynor (Central) LLP
          11th Floor, One Temple Row
          Birmingham, B2 5LG

For further information, contact:

          Chloe Fletcher
          Begbies Traynor (Central) LLP
          Email: chloe.fletcher@btguk.com
          Tel: +44 113 209 1038


PRO GROUP: Begbies Traynor Appointed as Administrators
------------------------------------------------------
The Pro Group of Companies Ltd, trading as UK Pro Group, entered
administration in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number CR-2025-MAN-001512, and Louise Longley and Mark Malone of
Begbies Traynor (Central) LLP were appointed as joint
administrators on Oct. 31, 2025.

Pro Group, fka Berkeley Hire Construction Services Limited, was
engaged in the renting and leasing of trucks and other heavy
vehicles.

Its registered office is at 85 Great Portland Street, London, W1W
7LT

The joint administrators can be reached at:

          Louise Longley
        Begbies Traynor (Central) LLP
        Floor 2, 10 Wellington Place
        Leeds, LS1 4AP

        Mark Malone
        Begbies Traynor (Central) LLP
        11th Floor, One Temple Row
        Birmingham, B2 5LG

For further information, contact:

        Chloe Fletcher
        Email: chloe.fletcher@btguk.com
        Tel No: 0113 209 1038


RIM SCAFFOLDING: Opus Restructuring Appointed as Administrators
---------------------------------------------------------------
RIM Scaffolding (Leeds) Limited entered administration in the High
Court of Justice, Court Number CR-2025-007649, and Anthony Davidson
and Emma Mifsud of Opus Restructuring LLP were appointed as joint
administrators on Oct. 31, 2025.

The company engaged in scaffold erection.

Its registered office and principal trading address is Unit 1
Ardane Business Park, Warren Road, Featherstone, Pontefract, West
Yorkshire, WF7 6EL

The joint administrators can be reached at:

     Anthony Davidson
   Opus Restructuring LLP
   322 High Holborn
   London, WC1V 7PB

   Emma Mifsud
   Opus Restructuring LLP
   Fourth Floor, One Park Row
   Leeds, LS1 5HN

For further information, contact:

   Rizwana Patel
   Email: rizwana.patel@opusllp.com


ROCHESTER FINANCE NO. 3: Fitch Lowers Rating on Cl. F Notes to BB-
------------------------------------------------------------------
Fitch Ratings has downgraded Rochester Finance No.3 Plc's class D,
E and F notes and affirmed the rest.

   Entity/Debt           Rating             Prior
   -----------           ------             -----
Rochester Financing
No.3 plc

   A XS2348602835     LT AAAsf  Affirmed    AAAsf
   B XS2348603643     LT AAAsf  Affirmed    AAAsf
   C XS2348603999     LT A+sf   Affirmed    A+sf
   D XS2348604021     LT BBB+sf Downgrade   Asf
   E XS2348604377     LT BB+sf  Downgrade   BBBsf
   F XS2348604534     LT BB-sf  Downgrade   BBB-sf

Transaction Summary

Rochester Finance No.3 Plc is a securitisation of non-prime
owner-occupied and buy-to-let mortgages previously securitised in
Rochester Financing No.2 and backed by properties in the UK. The
mortgages were originated by DB Bank UK Ltd, Money Partners Ltd and
Edeus Mortgage Creators Ltd.

KEY RATING DRIVERS

UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
update of the UK RMBS Rating Criteria (see "Fitch Ratings Updates
UK RMBS Rating Criteria", dated 23 May 2025). The main changes
include updated representative pool weighted average foreclosure
frequencies (WAFFs), changes to sector selection, revised recovery
rate assumptions and changes to cashflow assumptions.

The non-conforming sector representative 'Bsf' WAFF has had the
biggest revision. Newly introduced borrower-level recovery rate
caps are applied to underperforming seasoned collateral. Fitch now
applies dynamic default distributions and high prepayment rate
assumptions, rather than the previous static assumptions.

But-to-Let Recovery Rate Cap: Reported losses have exceeded those
derived using the pool's indexed property values, following the
sale of the properties backing the non-conforming mortgage loans.
Fitch has therefore applied borrower-level recovery rate caps to
the buy-to-let loans in the transaction, in line with those applied
to non-conforming loans, where the recovery rate cap is 85% at
'Bsf' and 65% at 'AAAsf'. The application of the borrower-level
recovery rate caps has led to the downgrade of the class D, E and F
notes.

Adjustments for Non-Conforming Transactions: The portfolio
performance is significantly weaker than that of Fitch's
non-conforming sector index. To account for the weaker performance,
and in line with its criteria, Fitch applies a minimum 1.5x stress
to the buy-to-let sub-pool for transactions containing both
owner-occupied loans (subject to UK non-conforming assumptions) and
pre-2014 buy-to-let originations.

Expected Performance Deterioration: Arrears remain high and above
the Fitch non-conforming index, with a greater proportion of loans
migrating into later-stage arrears buckets. This is despite the
marginal rise in the number of loans in arrears since the previous
review, indicating no further deterioration in overall arrears
performance. In its cash flow analysis, Fitch assessed the impact
of future shifts into late-stage arrears and the subsequent erosion
of excess spread, increasing the stress on the junior tranches. The
effects of this additional stress are reflected in the downgrade of
the class D, E and F notes' ratings.

Higher Servicing Fees: The reported servicing fee of 0.5% of the
outstanding portfolio is much higher than expected levels at
closing, likely caused by the number of arrears and defaults and
their higher servicing charges. In its analysis of the transaction,
Fitch applied higher special servicing fees, which further affected
the excess spread available to the structure, also contributing to
today's downgrades.

Loans Past Maturity: About 3% of the loans in the pool are past
their maturity date. In its analysis, Fitch has treated these as
restructured loans and therefore applied an adjustment to its WAFF
assumptions for them. The resulting higher portfolio WAFF was
reflected in the downgrade of the junior notes.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Fitch found that a 15% increase in the WAFF and a 15% decrease in
the weighted average recovery rate (WARR) would result in
downgrades of no more than four notches each for the class B , C,
D, E and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Fitch found that a decrease in the WAFF of 15% and an increase in
the WARR of 15% would result in upgrades of up to five notches each
for the class B, C,D, E and F notes.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG Considerations

Rochester Financing No.3 has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security, due to
high proportion of interest-only mortgages, which contribute to
tail risk at the end of the transaction as a result of material
bullet payments. This has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

Rochester Financing No.3 has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability, due to
the presence of legacy owner-occupied mortgages with limited
affordability checks and self-certified income. This has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.


SHUTTLEWOOD MARINE: FRP Advisory Appointed as Administrators
------------------------------------------------------------
Shuttlewood Marine Limited entered administration under the High
Court of Justice, Court Number CR-2025-007672, with Ian James
Corfield and Anthony Simmons of FRP Advisory Trading Limited
appointed as joint administrators on Nov. 3, 2025.

The company operated in the repair and maintenance of ships and
boats.

Its registered office is 41 Paradise Walk, London SW3 4JL, and is
in the process of being changed to c/o FRP Advisory Trading
Limited, 110 Cannon Street, London EC4N 6EU.

Its principal trading address is also 41 Paradise Walk, London SW3
4JL.

The joint administrators can be contacted at:

          Ian James Corfield
          Anthony Simmons
          FRP Advisory Trading Limited
          110 Cannon Street
          London, EC4N 6EU

For further information, contact

          The Joint Administrators
          Tel No: 020 3005 4000

Alternative contact:

            Sam Malloy
            Sam.Malloy@frpadvisory.com


THAMES RIVER: FRP Advisory Appointed as Administrators
------------------------------------------------------
Thames River Investments Limited entered administration in the High
Court of Justice, Court Number CR-2025-007670, and Ian James
Corfield and Anthony Simmons of FRP Advisory Trading Limited were
appointed as joint administrators on Nov. 3, 2025.

The company operated in business support service activities.

Its registered office is at 41 Paradise Walk, London, SW3 4JL (to
be changed to c/o FRP Advisory Trading Limited, 110 Cannon Street,
London, EC4N 6EU)

The joint administrators can be reached at:

          Ian James Corfield
          Anthony Simmons
          FRP Advisory Trading Limited
          110 Cannon Street
          London, EC4N 6EU

For further information, contact:

          Email: sam.malloy@frpadvisory.com
          Tel No: 020 3005 4000

Alternative contact:

            Sam Malloy
            Email: sam.malloy@frpadvisory.com


TRM MARINE: FRP Advisory Appointed as Administrators
----------------------------------------------------
TRM Marine Ltd (trading as TRM Marine Limited) entered
administration under the High Court of Justice, Court Number
CR-2025-007675, with Ian James Corfield and Anthony Simmons of FRP
Advisory Trading Limited appointed as joint administrators on Nov.
3, 2025.

The company was engaged in management consultancy activities
(non-financial).

Its registered office is 41 Paradise Walk, London SW3 4JL, which is
being changed to FRP Advisory Trading Limited, 110 Cannon Street,
London EC4N 6EU.

Its principal trading address is also 41 Paradise Walk, London SW3
4JL.

The joint administrators can be contacted at:

   Ian James Corfield
   Anthony Simmons
   FRP Advisory Trading Limited
   110 Cannon Street
   London, EC4N 6EU

For further information:

   The Joint Administrators
   Tel No: 020 3005 4000

Alternative contact:

     Sam Molloy
     sam.molloy@frpadvisory.com



                           *********


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 * * *