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251126.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, November 26, 2025, Vol. 26, No. 236 Headlines G E R M A N Y CECONOMY AG: Fitch Keeps 'BB' Long-Term IDR on Watch Positive G R E E C E METLEN ENERGY: Fitch Assigns BB+(EXP) Rating to New EUR500M Notes I R E L A N D BAIN CAPITAL 2021-1: Moody's Cuts EUR12MM F Notes Rating to Caa1 CONTEGO CLO IV: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R-R Notes I T A L Y YOUNI ITALY 2025-2: Fitch Assigns B+(EXP)sf Rating to Two Tranches K A Z A K H S T A N KCELL JSC: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable L U X E M B O U R G ACU PETROLEO: Fitch Affirms 'BB+' Rating on USD600MM Sr. Sec. Notes ARDAGH METAL: Fitch Hikes Long-Term IDR to 'B', Outlook Stable GOLDEN RAY 2: Moody's Assigns (P)Ba1 Rating to 2 Tranches YEOMAN CAPITAL: Moody's Assigns 'Caa1' CFR, Outlook Negative R O M A N I A BANCA TRANSILVANIA: Moody's Rates New AT1 Securities 'B1(hyb)' S P A I N EROSKI, S. COOP: Fitch Assigns 'BB-(EXP)' LT IDR, Outlook Stable S W E D E N TRANSCOM HOLDING: Fitch Assigns 'B-(EXP)' IDR, Outlook Stable TRANSCOM HOLDING: Moody's Affirms 'Caa1' CFR, Outlook Now Stable S W I T Z E R L A N D CYPRIUM HOLDINGS: Fitch Assigns 'BB+' Long-Term IDR, Outlook Stable T U R K E Y ARAP TURK: Fitch Hikes Long-Term IDR to 'B+', Outlook Stable [] Fitch Ups Foreign-Currency IDRs to 'BB-' on Three Turkish Banks U N I T E D K I N G D O M AIR KILROE: RSM UK Appointed as Joint Administrators ANOTECH ENERGY: Teneo Financial Appointed as Joint Administrators ANTLER MORTGAGE 1: Moody's Assigns B3 Rating to GBP18.18MM F Notes ARDEN BIDCO: Fitch Assigns 'B' Long-Term IDR, Outlook Stable BELL LAX: Leonard Curtis Appointed as Joint Administrators BHNK 1 LIMITED: Turpin Barker Appointed as Administrators EG GROUP: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ES RECRUITMENT: Kantara Restructuring Appointed as Administrator LAW ABSOLUTE: Cowgills Appointed as Joint Administrators LP EIGHTY FOUR: Turpin Barker Appointed as Administrators LP FIFTY ONE: Turpin Barker Appointed as Administrators LP FIFTY THREE: Turpin Barker Appointed as Administrators TOMATO ENERGY: Alvarez & Marsal Appointed as Joint Administrators - - - - - ============= G E R M A N Y ============= CECONOMY AG: Fitch Keeps 'BB' Long-Term IDR on Watch Positive ------------------------------------------------------------- Fitch Ratings is maintaining Ceconomy AG's 'BB' Long-Term Issuer Default Rating (IDR) and senior unsecured rating on Rating Watch Positive (RWP). The Recovery Rating is 'RR4'. The RWP follows the signing of investment and shareholder agreements with JD. com, Inc. and reflects its expectations that JD, following a public takeover, will become a strategic investor with a stronger credit profile than Ceconomy. This will likely result in an upgrade of Ceconomy's ratings under Fitch's Parent-Subsidiary Linkage (PSL) Criteria. Completion of the transaction is subject to regulatory approvals, expected in 1H26. Ceconomy's rating reflects its large-scale, well-diversified product offering, omnichannel capabilities, and its pan-European footprint. Fitch expects continued profit recovery and positive free cash flow (FCF) over the rating horizon. Rating constraints are low operating margins in a competitive market, a history of volatile free cash flow (FCF) and tight EBITDAR fixed-charge cover. Key Rating Drivers JD Takeover Rating-Positive: The voluntary takeover completion will likely lead to an upgrade of Ceconomy's 'BB' rating, reflecting JD's stronger credit profile, with the notching uplift dependent on its assessment of legal, strategic and operational linkages under its PSL Criteria. Fitch expects, based on the announced plan, the strategic incentive to support Ceconomy to be the strongest, with JD intending to accelerate Ceconomy's growth strategy and boosting its presence in Europe through its over 1,000 stores and online channel. Fitch also expects Ceconomy to benefit from JD's knowledge in technology, logistics and supply chain management. Stronger New Parent: Fitch considers JD's credit profile to be stronger than Ceconomy's, stemming from its leading market position as the largest online retailer in China, greater scale of USD160 billion revenue and USD6.9 billion EBITDA in 2024, albeit with a high exposure to the single market of China. Nearly half of its revenue comes from electronics and home appliances sales. JD's EBITDA margin of about 4% is in line with sector averages, but its financial profile benefits from a more conservative capital structure with a reported net cash position at end-2024. Ceconomy's founder family shareholder, Convergenta, will maintain an about 25.4% stake, and JD intends to take Ceconomy private around 1H26 from the current under 30% free float. A change-of-control clause, under its existing recent EUR500 million bond documentation, will be triggered at 30% and, while the intention is to maintain its existing funding arrangement, Fitch expects the stronger parent to support Ceconomy in case of an earlier repayment requirement. Ceconomy to Remain Independent: Ceconomy will, under the investment agreement, remain independently run, with its own strategy, brands, headquarters and stores, IT systems, no workforce reductions, board, and no material change to its organisational structure for at least five years after the completion. JD has committed to no domination or profit and loss transfer agreement for three years. The companies have agreed a five-year strategic cooperation plan. Fitch will, after the takeover, assess the operational incentive to support from the new parent under its PSL Criteria. Profitability Improvement: Ceconomy operates in the largely commoditised mass market of appliances and consumer-electronics retailing, which is exposed to intense competition, limited customer loyalty and high online market penetration. Its profit margins are low, but Fitch expects a recovery towards 2%-2.2% by FY27 (year-end September and forecast EBITDA to rise towards EUR550 million by FY27 from about EUR360 million in FY24. This will be aided by a recovery in demand, cost-efficiency measures, plus increasing contribution from the services and solutions business and media services and online sales, including its own marketplace, which are delivering encouraging results. Leading European Consumer Electronics Retailer: Ceconomy is the largest consumer electronics retailer in Europe, with good geographic diversification across the region that has historically supported its resilience. However, Fitch places its business profile between the 'BBB' and 'BB' categories due to the fiercely competitive and volatile market. It benefits from a strong brand name, sizeable operations with a pan-European footprint, and a well-diversified product offering with adequate omnichannel capabilities. Execution Risks: Ceconomy is shifting, in its biggest markets, from relying on third-party distributors and stocking products in its stores, to a model with one large nationwide hub, complemented by smaller regional ones. Fitch sees some execution risks but believe that it will lead to more agile inventory management, enabling the company to operate with lower stock, and, once the automation project is implemented, reduced operating costs. Risks are mitigated by the good progress already achieved, aided by JD's knowledge and technology. Tight Fixed-Charge Coverage: Fitch forecasts weak EBITDAR fixed-charge coverage of 1.6x-1.8x, corresponding to a low 'b'. This is balanced by an actively managed leased store network, mitigating the impact of inflation indexation, and broadly flat lease payments combined with modest cash debt service. Tightening fixed-charge coverage ratios would signal less effective property management and could put the ratings under pressure. Lower Leverage Following Criteria Change: Fitch anticipates EBITDAR net leverage of under 2x over FY25-FY27, placing Ceconomy's financial structure in the 'BBB' rating category. Fitch uses, under its updated criteria, reported IFRS16 lease liabilities instead of capitalising lease expense (at 7x multiple previously) leading to about 2x lower leverage for Ceconomy. Short-term leases with under three years remaining on average is reflected in IFRS16 based leverage metric, with additional flexibility from early termination clauses, usually linked to store-based profitability metrics. Peer Analysis Ceconomy's credit profile is in line with that of the consumer electronics retail sub-sector, combining the 'BBB' traits of its large operations, market position and product offering, with 'B' levels of operating profitability and credit metrics. Ceconomy's closest Fitch-rated peer is FNAC Darty SA (BB+/Stable), which is almost three times smaller by revenue but has slightly stronger profitability due to its greater focus on premium subsectors, editorial products and subscription services, and a demonstrated ability to pass on price increases and protect margins. FNAC's EBITDA margin at about 4% is double that of Ceconomy's, which explains the one-notch rating differential, although Fitch expects the margin to gradually improve towards 3%. Ceconomy has similarly strong market positions as Kingfisher plc (BBB/Stable), the largest DIY group in UK and Poland, with large scale and good diversification. Ceconomy's financial policy of a maximum 2.5x net debt (including leases)/EBITDAR and well-managed leased property portfolio are positive for its credit profile, although this is offset by considerably lower profitability, weaker coverage metrics and about two turns higher leverage versus Kingfisher's. This is reflected in the three-notch rating differential. Similarly rated Pepco Group N.V (BB/Stable), a European value retailer with leading positions in central and eastern European markets, is smaller in scale but has higher EBITDA margin (13%) than Ceconomy. Pepco has slightly better coverage metrics and similar leverage to Ceconomy's. Key Assumptions Low single-digit revenue growth over FY25-FY28, driven by better market dynamics in DACH and WEST/SOUTH Fitch-defined EBITDA margin improving to 1.8% in FY25, before gradually expanding to 2.3% by FY28, driven by expansion in the growth businesses and efficiency measures Positive working capital cash inflow over FY25-FY28 Capex of about EUR250 million a year over FY25-FY28 No dividend payments until FY27, followed by a constant EUR75 million payout a year RATING SENSITIVITIES Factors that Could, Individually or Collectively, lead to Negative Rating Action/Downgrade - Fitch would remove the RWP if the takeover by JD did not go ahead - Decline in profitability and like-for-like sales, for example, due to increased competition or a poor business mix, with EBITDA margin remaining below 2% - EBITDAR fixed-charge coverage below 1.6x - EBITDAR net leverage consistently above 3.5x - Mostly negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch would upgrade Ceconomy, following the completion of the takeover, with JD becoming a strategic investor with at least 31.7% (equity commitments to sell by current shareholders) and establishing a PSL relationship. The extent of the upgrade will depend on its assessment of legal, strategic and operational linkages with JD after the takeover under its PSL criteria - Improved profitability and like-for-like sales, for example, due to a strengthened competitive position or an improved business mix, with Fitch-defined EBITDA margin sustained above 2.5% - EBITDAR net leverage consistently below 2.5x - EBITDAR fixed-charge coverage above 2.0x - Neutral to marginally positive FCF generation and improved cash flow conversion leading to lower year-on-year trade working capital volatility Liquidity and Debt Structure Fitch estimates Ceconomy's readily available cash balance at over EUR1 billion at FYE25, which is adequate for its limited debt service requirements in the absence of material contractual debt maturities until FY27. Fitch projects low single-digit FCF margins before any shareholder distributions starting in 2026. Ceconomy has access to an undrawn committed revolving credit facility of EUR900 million due in 2028, and a EUR500 million commercial paper programme to support short-term financing needs (EUR30 million used in June 2025), although Fitch does not include the latter in its liquidity calculation. Ceconomy has two bonds outstanding totalling EUR644 million, in addition to three promissory note loans of EUR72 million and a EUR151 million convertible bond due in 2027. Fitch does not restrict the cash balance for working capital purposes, as Fitch views its cash position in the fourth quarter of its financial year as a fair representation of the average annual level. Issuer Profile Ceconomy is a leading European consumer electronics retailer and service and solution provider. It operates over 1,000 stores with Mediamarkt and Saturn brands in 11 countries and generates nearly 25% of sales online. 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 ----------- ------ -------- ----- Ceconomy AG LT IDR BB Rating Watch Maintained BB senior unsecured LT BB Rating Watch Maintained RR4 BB =========== G R E E C E =========== METLEN ENERGY: Fitch Assigns BB+(EXP) Rating to New EUR500M Notes ----------------------------------------------------------------- Fitch Ratings has assigned Metlen Energy & Metals Single Member S.A.'s (BB+/Stable) proposed EUR500 million notes due 2031 an expected senior unsecured rating of 'BB+(EXP)', in line with Metlen's Long-Term Issuer Default Rating (IDR) and outstanding senior unsecured instrument ratings. The Recovery Rating is 'RR4'. The proceeds will be used to partially repay certain existing indebtedness, for general corporate purposes and to pay fees and expenses in connection with the offering. Fitch expects the transaction to be neutral for the group's net senior unsecured indebtedness. Metlen's IDR is underpinned by its strong position in Greece's metals and energy sectors and a three- to five-year plan that seeks to diversify end-markets and deepen vertical integration across utilities and metals through capacity expansion, higher output and new growth pillars. High capex over the next three years tightens leverage headroom, but is offset by management's commitment to the ratings, a record of conservative budgeting and a build-operate-transfer (BOT) pre-sale policy that lowers execution risk. Key Rating Drivers Note Rating Aligned with IDR: The rating on the proposed senior unsecured bond is in line with Metlen's IDR, as the proposed notes will constitute the company's unconditional, unsubordinated and unsecured obligations and would, at all times, rank at least equally with all of Metlen's other present and future unsecured debt. The proposed debt is subject to customary covenants and events of default. Parental Guarantee: The proposed notes' terms and conditions largely mirror those of Metlen's outstanding 2026, 2029 and 2030 notes, totalling EUR1.75 billion. The main difference is a guarantee from the newly created Metlen Energy and Metals PLC, the issuer's direct parent. The guarantee does not change its view on the expected rating on the proposed notes, but provides a pari passu status with any future senior unsecured parent-level debt. Metlen PLC is a non-operating company with only limited financial debt from its relisting process. Ambitious Mid-Term Business Plan: Metlen targets EBITDA of about EUR2 billion in the medium term (2024: EUR1.1 billion), through higher utility and metals capacity and a doubling of the contribution from the engineering, procurement and construction (EPC) segment and infrastructure. The contribution from BOT projects remains flat, with cash inflow likely from asset rotation. The company expects new growth pillars, including alumina expansion, gallium production, metal structures for defence equipment and metals recovery, to add around EUR400 million in EBITDA by the end of the plan. Leverage to Moderate: Fitch-adjusted EBITDA net leverage excludes project finance from international BOT projects and peaks at 2.1x in 2025 (2024: 1.7x), with an average of 1.8x over 2026-2027. This compares with a negative rating sensitivity of 2.0x. The Stable Outlook reflects the company's commitment to the rating, conservative budgeting and ability to defer growth capex. EBITDA on Track: The company indicates that 2025 EBITDA remains on track, underpinned by its strong scale and diversified momentum in 9M25. The energy segment is driving group performance, notwithstanding lower energy prices and softer asset rotation. Meanwhile, infrastructure is accelerating and metals show operational stability, despite commodity and foreign-currency volatility, with vertical integration and a shift of the linkage of pricing formulas for spot sales from the Alumina Price Index to the London Metal Exchange one, supporting medium‑term fundamentals. Planned Expansion in Metals Production: Fitch projects aluminium output of about 287,000 tonnes (t) by 2027, against 245,000t in 2025, supported by secondary aluminium capacity increasing to above 100,000t, from about 60,000t. The company has started work towards increasing alumina production by almost 40% by 2028. Strategic agreements with Rio Tinto Plc (A/Stable) enhance supply security: Rio Tinto will supply bauxite and Metlen will supply alumina over 2027-2034, with optional three-year extensions for both contracts. Fitch expects metals, including increased capacity in new pillars, to average near 26% of consolidated EBITDA. New Platforms Entail Execution Risk: Management aims for gallium, defence and circular metals to add around 20% of group EBITDA in the medium-term. It also targets greater end-market diversification and contracted exposure in defence, with planned investments of about EUR600 million, including new facilities in the city of Volos and at Societatea Comerciala Sometra SA. Execution was on track in 1H25. Fitch assumes about a third of the planned EBITDA contribution is subject to ramp-up risk, as circular metals is untested at scale. Rising Vertical Integration in Utility: Metlen aims to reach about 30% market share in domestic electricity retail supply and add roughly 1.2GW to renewables plus 500MW of battery capacity by 2028. This will strengthen the natural hedge between generation and customers amid ongoing price volatility. Fitch expects the utility division to contribute about 30% of consolidated EBITDA on average to 2028. Vertically Integrated, Low-Cost Aluminium Producer: Metlen operates Europe's only fully integrated bauxite-to-aluminium chain and is the largest EU bauxite producer. Alumina output exceeds domestic smelter needs. Bauxite self-sufficiency rose after the 2024 Imerys Bauxites acquisition. The alumina refinery and smelter is well placed in global cost curves, with the lowest-cost alumina in Europe and the second-largest aluminium production regionally. Leading Greek Energy Company: Metlen is Greece's second-largest electricity producer. It benefits from efficient 1.7GW gas-fired capacity that provides asset flexibility to capture better spreads and expanding renewables in Greece and nearby markets. Retail market share was 21% as at end-1H25; the aim is to cover over 30% of domestic consumption by 2028. Peer Analysis Utility (Energy, excluding BOT and EPC) Metlen is Greece's largest independent power producer, operating high-quality assets strongly positioned in the merit order (gas-fired plants in Greece), with increasing renewable installed capacity and integration with the retail supply business. A less mature energy market in Greece than western Europe is a key rating constraint. Metlen's utility business profile is weaker than that of Greece-based Public Power Corporation S.A. (PPC, BB-/Stable), which owns the country's main hydroelectric power plants, and Spain's Naturgy Energy Group, S.A. (BBB/Stable), despite its leading market position. This is due to its lower installed base and lack of integration into more stable networks. PPC's more leveraged capital structure explains the two-notch rating differential. Metallurgy Metlen's metallurgy business benefits from a competitive cost base, partial self-sufficiency in bauxite, in-house anode production and a captive power plant. However, its small scale compared with Alcoa Corporation (BB+/Stable) and China Hongqiao Group Limited (BB+/Stable), single asset base and low exposure to value-added products constrain the group's business profile assessment. Construction, Including BOT Metlen has a healthy position in energy-project construction, with a long record and historically solid order backlog providing revenue visibility. However, the business profile assessment remains constrained by its small size compared with Webuild S.p.A. (BB+/Stable) and Kier Group Plc (BB+/Positive) and by a concentrated project portfolio and customer base. Metlen's continued expansion into solar power and storage systems and expanding presence in infrastructure should improve diversification by business segment and increase the predictability of results once projects are successfully delivered. Key Assumptions Metallurgy - Fitch's aluminum price deck: USD2,675/t for 2025, USD2,500/t for 2026 and USD2,300/t thereafter - USD/EUR: 0.91 in 2025 and 0.86 thereafter - Aluminum production: 245kt for 2025, 243kt for 2026, rising to 287kt from 2027 - Alumina production: 0.9mt in 2024, rising to 1.1mt by 2028 - Gallium ramping up from 2027; defence and circular metals contributing about EUR110 million in total by 2028 Energy - Lower European electricity prices; renewables prices at EUR60-65/MWh, supported by power purchase agreements internationally and intercompany power purchase agreements domestically - Renewables domestic capacity near 2.1GW by end-2028 (end-2024: 0.4GW); combined-cycle gas turbines stable at 1.7GW - Retail market share above 25% by 2028 (9M25: 22%; management target: 30%); stable unit margins EPC/Infrastructure/Concessions - EPC EBITDA sustained; renewables development margin down to around 18%; infrastructure/concessions EBITDA around EUR140 million by end-2028 (2024: about EUR50 million). Consolidated - EBITDA margin at around 12% in 2025, then recovering to 15% - Working-capital inflow driven by asset rotation; average inflow of around EUR260 million over 2025-2028. - Capex of around EUR2.5 billion in 2025-2028; front-loaded - Dividend payout ratio at 35% RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA net leverage at above 2.0x for a sustained period, excluding non-recourse net debt and EBITDA attributed to international BOT projects - EBITDA net leverage at above 2.5x on a consolidated basis - Materially negative free cash flow (FCF) - Net exposure to BOT projects of above EUR1 billion, excluding pre-sold assets, assets with signed power purchase agreements and non-recourse project finance - Deterioration of business mix toward riskier, lower-visibility business, which could lead to lower debt capacity Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA net leverage sustained below 1.0x, excluding non-recourse net debt and EBITDA attributed to international BOT projects - EBITDA net leverage sustained below 1.5x on a consolidated basis - Neutral to positive FCF - Publicly stated commitment to a conservative financial policy aligned with upgrade thresholds - Improved business mix toward more stable businesses or better revenue visibility could boost debt capacity Liquidity and Debt Structure Metlen had EUR1.3 billion of readily available cash as at end-June 2025 and about EUR0.8 billion of undrawn committed facilities maturing beyond 2026, including available capex lines, but excluding unused project finance debt. This comfortably covers short-term debt of around EUR0.7 billion, including a EUR500 million bond maturing in October 2026, and expected negative FCF of about EUR150 million to end-2026 on a consolidated basis. Issuer Profile Metlen is a Greek-domiciled diversified utility and metallurgy group that also undertakes end-to-end development of major infrastructure and energy projects. It is active in more than 40 countries. Summary of Financial Adjustments Fitch deconsolidates non-recourse project financing related to international BOT projects for the EBITDA net leverage calculation. Accordingly, Fitch also deconsolidates the related EBITDA and cash from the ratio. Date of Relevant Committee 03 October 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Metlen Energy & Metals S.A. senior unsecured LT BB+(EXP) Expected Rating RR4 ============= I R E L A N D ============= BAIN CAPITAL 2021-1: Moody's Cuts EUR12MM F Notes Rating to Caa1 ---------------------------------------------------------------- Moody's Ratings has taken a variety of rating actions on the following notes issued by Bain Capital Euro CLO 2021-1 Designated Activity Company: EUR30,000,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aaa (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aaa (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR28,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Jun 25, 2021 Definitive Rating Assigned A2 (sf) EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to Caa1 (sf); previously on Jun 25, 2021 Definitive Rating Assigned B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aaa (sf) EUR24,800,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Baa3 (sf) EUR20,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Ba3 (sf) Bain Capital Euro CLO 2021-1 Designated Activity Company, issued in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Bain Capital Credit US CLO Manager, LLC. The transaction's reinvestment period will end in January 2026. RATINGS RATIONALE The rating upgrades on the Class B-1, Class B-2 and Class C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in January 2026. The rating downgrade on the Class F notes is primarily due to par loss linked to defaults and trading, leading to the deterioration in the Class F over-collateralisation ratio. The affirmations on the ratings on the Class A, Class D and Class E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The over-collateralisation ratios of the rated notes have deteriorated since the payment date in October 2024. According to the trustee report dated October 2025[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported are reported at 135.31%, 123.32%, 114.35%, 108.01% and 104.53% compared to October 2024[2] levels of 136.55%, 124.45%, 115.39%, 109.00% and 105.49%, respectively. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In its base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR388.33 million Defaulted Securities: EUR4.9 million Diversity Score: 66 Weighted Average Rating Factor (WARF): 2950 Weighted Average Life (WAL): 4.23 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.73% Weighted Average Coupon (WAC): 3.32% Weighted Average Recovery Rate (WARR): 43.52% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into its cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in January 2026. The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in Collateral administrator-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from other Moody's analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. CONTEGO CLO IV: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Contego CLO IV DAC Reset expected ratings. The assignment of final ratings is contingent on the receipt of final documents confirming to information already reviewed. Entity/Debt Rating ----------- ------ Contego CLO IV DAC. A-1-R-R XS3212401270 LT AAA(EXP)sf Expected Rating A-2-R-R XS3219372920 LT AAA(EXP)sf Expected Rating B-1-R-R XS3212401437 LT AA(EXP)sf Expected Rating B-2-R-R XS3212401601 LT AA(EXP)sf Expected Rating C-R-R XS3212401866 LT A(EXP)sf Expected Rating D-R-R XS3212402674 LT BBB-(EXP)sf Expected Rating E-R-R XS3212402831 LT BB-(EXP)sf Expected Rating F-R-R XS3212403136 LT B-(EXP)sf Expected Rating Subordinated Notes XS3222524046 LT NR(EXP)sf Expected Rating Transaction Summary Contego CLO IV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds will be used to redeem the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR450 million. The portfolio will be actively managed by Five Arrows Managers LLP. The CLO will have a five-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor of the identified portfolio is 25.4. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 62%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a fixed-rate obligation limit at 12.5%, 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 a five-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by six months, on or after the step-up determination date, which is six months after closing. The WAL extension is at the discretion of the manager but is subject to conditions including fulfilling the collateral-quality tests, portfolio profile tests and that the adjusted collateral principal amount is at least at the reinvestment target par. Cash Flow Modelling (Positive): The WAL used for the transaction stress portfolio and matrices analysis is 12 months less than the WAL covenant, to account for structural and reinvestment conditions post-reinvestment period, including the OC tests and Fitch 'CCC' limitation passing post reinvestment, among others. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of one notch for the class C-RR to E-RR notes, to below 'B-sf' for the class F-RR notes, and have no impact on the class A-1-RR, A-2-RR, B-1-RR and B-2-RR notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class B-RR, C-RR, D-RR, and E-RR notes have two-notch cushions, the class F-RR notes have a three-notch cushion and the class A-1-RR and A-2-RR notes have no rating cushion. Should the cushion between the identified portfolio and the stress portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed portfolio would lead to downgrades of up to four notches for the notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to three notches, 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 Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, meaning the notes are able to withstand larger than expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses on 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 Contego CLO IV DAC. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Contego 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. ========= I T A L Y ========= YOUNI ITALY 2025-2: Fitch Assigns B+(EXP)sf Rating to Two Tranches ------------------------------------------------------------------ Fitch Ratings has assigned Youni Italy 2025-2 S.r.l.'s notes expected ratings. The assignment of final ratings is contingent on the receipt of final documentation conforming to information already reviewed. Entity/Debt Rating ----------- ------ Youni Italy 2025-2 S.r.l. A LT AA(EXP)sf Expected Rating B LT A(EXP)sf Expected Rating C LT BBB(EXP)sf Expected Rating D LT BB(EXP)sf Expected Rating E LT B+(EXP)sf Expected Rating F LT NR(EXP)sf Expected Rating R LT NR(EXP)sf Expected Rating X LT B+(EXP)sf Expected Rating Transaction Summary The transaction is a static true-sale securitisation of unsecured consumer loans granted to Italian borrowers by Younited S.A., Italian branch. KEY RATING DRIVERS Score Bands Drive Assumptions: Fitch expects a lifetime portfolio weighted average (WA) default rate of 4.5% and a WA recovery rate of 30.0%, with median default multiples and recovery haircuts. The majority of the portfolio (about 83% by current balance) includes loans originated in 2025 and almost 13% of the portfolio comprises loans originated in 2022. About 65% of the portfolio is distributed among the least risky scorebands of A1 and A2. In setting its assumptions, Fitch considered Younited's underwriting standards and the performance of individual score bands. Fitch acknowledges that the performance data provided is affected by some volatility from underwriting updates and score band modifications. Sensitivity to Pro Rata Length: The notes will start amortising pro-rata at closing. In its expected case scenario, Fitch believes that a switch to sequential amortisation is unlikely during the first four years given the portfolio performance expectations compared with defined triggers. Investment-grade notes are sensitive to the length of pro-rata amortisation. The mandatory switch to sequential pay-down when the outstanding collateral balance falls below 10% mitigates tail risk. Excess Spread Dependence: Fitch expects the portfolio to generate healthy excess spread. Fitch tested several stresses on portfolio yield reduction and prepayments assumptions and concluded that the repayment of the collateralised class E notes was dependent on excess spread, currently constraining the rating at 'B+sf'. The class X notes will not be collateralised and related interest and principal due amounts will be paid from available excess spread at each payment date. Based on analysis across stress scenarios and rating sensitivities, Fitch expects the class X notes to repay within 12 months after issue under its rating scenarios. Servicing Continuity Risk Mitigated: Younited will act as sub-servicer and Zenith Global S.p.A will be the master servicer and substitute servicer facilitator for the transaction. Fitch considers servicer continuity risk mitigated by a detailed action plan whereby a replacement servicer would be appointed within 60 calendar days after a termination event. The transaction also envisages a cash reserve that Fitch believes mitigate payment interruption risk. Interest Rate Risk Mitigated: A swap agreement will be in place at closing to hedge interest rate risk between the fixed rate of the assets and the floating rates of the rated notes. The issuer will pay the fixed swap rate to the swap counterparty and will receive one-month Euribor payable to the rated classes of notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An unexpected increase in the frequency of defaults or a decrease in the recovery rates could produce loss levels higher than the base case. For example, a simultaneous increase in the default base case by 25%, and a decrease in the recovery base case by 25%, would lead to downgrades of up to three notches for the class A to X notes. The class X notes are reliant on excess spread and are therefore very sensitive to excess spread dynamics, including a stressed WA coupon compression on prepayments and default. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An unexpected decrease in the frequency of defaults or an increase in the recovery rates could produce loss levels lower than the base case. For example, a simultaneous decrease in the default base case by 25%, and an increase in the recovery base case by 25%, would lead to upgrades of up to three notches for the class A to X notes. The class X notes are sensitive to excess spread. An increase in excess spread in the transaction could lead to an upgrade of these notes to 'BB+sf', which is Fitch's rating cap for uncollateralised excess spread notes' ratings. 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 Youni Italy 2025-2 S.r.l. Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied 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. =================== K A Z A K H S T A N =================== KCELL JSC: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Kcell JSC's Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Kcell's ratings benefit from moderate to strong linkage to its parent, Kazakhtelecom JSC (Kaztel; BBB-/Stable), which enables the company to be rated one notch above its Standalone Credit Profile (SCP) of 'bb'. The SCP is supported by the company's strong mobile market position and moderate leverage. However, investments in network upgrade will drive negative free cash flow (FCF) generation in the next four years. Fitch expects the company's credit metrics to weaken on the back of high capex requirements and increased interest payments, which will lead Fitch-defined EBITDA net leverage to increase to 2.8x-3.0x in 2026-2028, from 1.2x in 2024. The increase in leverage is manageable, remaining below the negative rating sensitivity of 3.1x, although this will result in minimal leverage headroom. Key Rating Drivers Leverage Higher but Within Thresholds: Fitch forecasts EBITDA net leverage to increase to 1.6x by end-2025, from 1.2x at end-2024, and gradually rise towards 2.8x at end-2028. Fitch expects leverage to remain below its negative rating sensitivity of 3.1x, albeit with minimal headroom. The leverage increase will be driven by the company's continued development of its 4G infrastructure and the rollout of its 5G network. High Capex Weighs on FCF: Fitch expects capex to remain high at 34%-41% of revenue in 2025-2027, due to 4G network upgrades and 5G rollout, before moderating to 23% in 2028. This, combined with higher interest expense, will drive negative FCF in its base case. Fitch forecasts interest payments to increase over the next two years on the back of higher debt to fund the enlarged capex programme and high interest rates. Fitch forecasts EBITDA interest coverage to decline through 2028, breaching its 3.5x negative sensitivity, though Fitch expects this weakness to be confined to the peak of the investment cycle. Improving EBITDA Margin: Fitch expects the Fitch-defined EBITDA margin to improve to 31.8% in 2025, from 29.8% in 2024, on the back of a more favourable product mix, lower spectrum fees and cost optimisation measures. Fitch expects the metric to then gradually improve to 32.2% in 2028, supported by economies of scale and cost optimisation, including from network sharing with Mobile Telecom-Service LLP (MTS), partly offset by personnel cost inflation. Convergence Upside: Kcell is firmly positioned to capture revenue and retention benefits from its expanding mobile-fixed bundled offerings, leveraging Kaztel's fixed-line infrastructure and go-to-market capabilities. Synergies across products and distribution channels are a key growth driver in B2B, enabling Kcell to deliver convergent solutions that now include fixed broadband, alongside value-added services such as cloud and cybersecurity. Fitch expects the partnership to support upselling, lower churn, and improved enterprise wallet share, with convergence-led differentiation partly offsetting the competitive effects of a three independent operator market. Resilient Market Position: Kazakhstan's mobile market now comprises three independent operators following Kaztelecom's sale of MTS, which may lift competitive intensity. A regulator-imposed three-year moratorium on new 5G spectrum auctions curbs the near-term risk of new entrants. Kcell remains the second-largest operator, although its share has eroded over the past six years due to past underinvestment in 4G. Accelerated network upgrades and ongoing 5G rollout since the 2022 spectrum award should support service quality and market share. The company's subscriber share was 31% as of end-3Q25, versus 30% at end-3Q24. PSL-Driven Rating: Fitch rates Kcell, using a top-down approach under Fitch's Parent-Subsidiary Linkage (PSL) Rating Criteria, at one notch below Kaztel's consolidated credit profile. Fitch assesses the overall parent-subsidiary linkage between Kcell and Kaztel as 'Moderate' to 'Strong', with the parent as the stronger entity, given Kcell's 'bb' SCP. 'High' Strategic Incentive: Fitch views the strategic incentive (as defined by its PSL Rating Criteria) for Kaztel to support Kcell as 'High'. Kcell contributes about 50% of Kaztel's consolidated revenue, following the sale of MTS by the parent completed in 2024, and control over Kcell enables Kaztel to have a presence on the Kazakh mobile market. Fitch expects the mobile segment to be one of Kaztel's major growth drivers. 'Medium' Operational, 'Low' Legal Incentives: Fitch assesses the operational incentive for support from Kaztel as 'Medium'. This is underpinned by considerable cost savings at the group level, counterbalanced by the absence of common management. Fitch views legal incentives as 'Low', given the lack of parental guarantees on a large amount of Kcell's debt. Any intercompany loans to the parent would need approval from Kcell's independent directors, which limits the parent's ability to tap its subsidiary's cash flow. Peer Analysis Kcell's peer group includes Turkish mobile-focused operator Turkcell Iletisim Hizmetleri A.S. (Tcell; BB-/Stable) and German mobile operator Telefonica Deutschland Holding AG (TEF DE; BBB/Stable). Kcell's ratings benefit from a single-notch uplift to its 'bb' SCP for its moderate-to-strong PSL to Kaztel. Kcell, like Tcell and TEF DE, has a sound mobile market position, moderate leverage and healthy cash flow generation outside the peak of its investment cycle. However, Kcell is far smaller than its peers, lacks a proprietary backbone network infrastructure and has limited access to international capital markets. Kcell operates in a more stable operating environment and is not exposed to FX risks, unlike Tcell, whose ratings are constrained by Turkiye's Country Ceiling. However, Tcell also offers fixed-line services in Turkiye and owns its fixed-line infrastructure. Key Assumptions - Revenue growth of 7% in 2025 and in the mid- single digits in 2026-2028 - Fitch-defined EBITDA margins at 32% in 2025-2028 - Working-capital cash inflows of 0.5% of revenue in 2025-2028 - Cash capex at around 34%-41% of revenue in 2025-2027, reducing to 23% in 2028 - No M&A to 2028 - Dividend payments of KZT10 billion a year in 2027-2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade of Kaztel, provided PSL is unchanged - Weaker linkage to Kaztel, including due to a decline in Kaztel's ownership in Kcell or from higher EBITDA net leverage sustained above 3.1x without a clear path for deleveraging and no commitment by the parent to provide financial support - Weakening operating profile with slower revenue growth and profitability due, for example, to intensifying competitive pressures following the sale of MTS by Kaztel, would be negative for the SCP but not necessarily for the IDR - EBITDA interest cover below 3.5x on a sustained basis and negative pre-dividend FCF generation outside the peak of the investment cycle, would be negative for the SCP but not necessarily for the IDR Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of Kaztel, provided PSL is unchanged - Stronger linkage to Kaztel, including through shareholder funding or guarantees provided by Kaztel on a large amount of Kcell's debt Liquidity and Debt Structure Kcell had KZT10.2 billion of cash and cash equivalents at end-3Q25 and undrawn multiple revolving credit facilities totalling KZT63 billion maturing in 2026-2028, compared with KZT64 billion of short-term debt. Fitch expects Kcell to raise about KZT150 billion of additional debt to finance its negative FCF, due to high capex. Kcell launched a new local bond programme in 2024 and raised KZT85 billion as of mid-October 2025, with KZT15 billion remaining available as of end-3Q25. The bonds are held by Sovereign Wealth Fund Samruk-Kazyna JSC, a state wealth fund and a direct parent of Kaztel. Issuer Profile Kcell is the second-largest mobile-only operator in Kazakhstan owned by the state-owned, fixed-line incumbent operator Kaztel. Public Ratings with Credit Linkage to other ratings Kcell's ratings are linked to Kaztel's. 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 Prior ----------- ------ ----- Kcell JSC LT IDR BB+ Affirmed BB+ Natl LT AA(kaz) Affirmed AA(kaz) senior unsecured LT BB+ Affirmed BB+ senior unsecured Natl LT AA(kaz) Affirmed AA(kaz) =================== L U X E M B O U R G =================== ACU PETROLEO: Fitch Affirms 'BB+' Rating on USD600MM Sr. Sec. Notes ------------------------------------------------------------------- Fitch Ratings has affirmed Acu Petroleo Luxembourg S.A.R.L.'s fixed-rate USD600 million senior secured notes at 'BB+'. The Rating Outlook is Stable. RATING RATIONALE Acu Petroleo Luxembourg's rating reflects its position as Brazil's largest private crude oil transshipment terminal, serving as a critical outlet for international oil companies (IOCs) operating in the pre-salt basins. The rating also reflects the project's mix of take-or-pay (ToP) contracts and exposure to uncontracted volumes, which exposes revenues to contract renewal risk. The project expects volumes to increase as pre-salt field development progresses, which depends on long-term oil prices. The regulatory model does not limit pricing, and Fitch expects the premium tariff, relative to offshore transshipment and supported by the reliability of the port's services, to remain stable over the next several years. The issuance includes a full guarantee from Vast Infraestrutura S.A. (Vast, previously Açu Petróleo S.A.), which owns and operates the underlying assets. The structure features legal and target amortization schedules, which allows the debt to be fully amortized over 10 years through a target amortization cash sweep mechanism, partially mitigating future reductions in volumes. The transaction is exposed to transfer and convertibility risk because revenues are collected in local currency and converted to pay debt service in USD. Under Fitch's updated rating case, the project has a loan life coverage ratio (LLCR) of 1.5x, consistent with the current rating level. KEY RATING DRIVERS Revenue Risk - Volume - Midrange Single Cargo Terminal: Vast operates Brazil's largest private crude oil transshipment terminal, which is characterized by moderate barriers to entry for new participants. The terminal's business plan anticipates volume growth over the next several years, supported by ongoing development of pre-salt fields in the Santos Basin. The user base is concentrated in crude oil cargo but diversified among counterparties. Vast benefits from a long-term ToP agreement with Shell Brasil, a subsidiary of Shell plc (AA-/Stable), in addition to mid-term ToP agreements with other major international oil companies operating in Brazil. A significant portion of revenue depends on contract renewals as several agreements mature before the final debt maturity. The pace of new field development and contracted volumes will be influenced by long-term oil prices. In addition, port costs for end users are low compared with the high value of the cargo. Revenue Risk - Price - Midrange Inflation Linked Contract: The regulatory model does not impose minimum or maximum pricing restrictions. The ToP agreements set forth annual tariffs readjustments that follow U.S. inflation, measured by the Producer Price Index (PPI) for industrial commodities and have been adjusted in a timely manner since the port began operating. The revenues and debt are U.S. dollar-denominated, but some operational costs and expenses are denominated in Brazilian real (BRL), exposing the transaction to BRL appreciation risk. Infrastructure Dev. & Renewal - Stronger Well-Maintained Infrastructure: The terminal benefits from modern infrastructure and specialized VLCC handling capabilities. Facilities are well maintained and are likely to have long useful lives. Capacity exceeds Fitch's medium-term volume forecast, and planned investments are primarily comprised of channel dredging and widening, should volumes ramp up in line with base case projections. Investments and maintenance capital expenditure are expected to be funded through operational cash generation. Debt Structure - 1 - Stronger Target Cash Sweep Mechanism: The rated USD senior debt is fully amortizing with a fixed interest rate and guaranteed by Vast, the asset's owner and operator. It has a 10-year amortization schedule with a target amortization cash sweep mechanism. The structure includes strong covenants: DSCR above 1.30x for dividends, a change of control provision, six-month offshore debt service reserve account (DSRA) and six-month operations and maintenance reserve account (OMRA). New senior debt requires rating confirmation. Limited exposure to foreign currency fluctuations exists as revenue is USD but collected onshore, exposing the transaction to transfer and convertibility risks. Financial Profile Fitch reviewed the long-term volume projections due to ongoing operational challenges, regulatory delays, and postponed investments in field development, which have collectively delayed the anticipated ramp-up in production and resulted in volumes below Fitch's expectations. However, the asset retains a strategic role in Brazil's oil export logistics. Consequently, metrics have declined compared with the last review. Under the updated rating case, the minimum LLCR is 1.5x, and the average debt service coverage ratio (DSCR) from 2025 to 2027 is 2.3x, considering only mandatory interest payments under the legal amortization curve. When principal payments are included, the average DSCR is 1.0x under the target amortization curve. Açu Petróleo can meet legal amortization each year and closely achieve target amortization. These metrics are commensurate with the current rating. PEER GROUP Prumo Participacoes e Investimentos S/A (Prumopar; senior secured notes BB+/Stable) and Terminales Portuarios Euroandinos Paita (Paita; secured notes BBB/Stable) are Açu Petróleo Luxembourg's closest peers; all three operate key port facilities in Latin America. Prumopar benefits from a long-term ToP contract, offsetting renewal risk and reducing refinancing risk through a cash sweep mechanism. Under the rating case, Prumopar's minimum project life coverage ratio (PLCR) of 1.8x supports its rating, which remains constrained by Brazil's Country Ceiling. Açu Petróleo Luxembourg faces offtaker renewal risk, has no refinancing risk, and employs a cash sweep mechanism to accelerate debt amortization. Paita benefits from contractual protections and relatively diversified cargo flows but is exposed to moderate cargo volatility due to limited shipping line agreements and weak overland infrastructure, which restrict its service area mainly to commodity exports. Paita's rating case has an average DSCR of 3.5x, with a minimum of 1.5x in 2025 due to delayed capital expenditures from 2024. The higher metrics, robust operational and financial performance explain the higher rating. By contrast, Açu Petróleo Luxembourg's recent operating performance has been below expectations, although financial metrics remain commensurate with the assigned rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A negative rating action on Brazil's sovereign rating that leads to a deterioration on the Country Ceiling; - Substantial changes in the business environment could negatively affect medium- or long-term volume growth prospects and prompt Fitch to revise its volume curve; - Re-contracting volumes and tariffs below Fitch's base case projections. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A steeper ramp-up in volume, supporting a revision of the long-term volume projections to levels higher than Fitch's base case; - A strengthening of the credit profile of the Brazilian sovereign, particularly the risk of imposing controls on the transfer of foreign currency as long as the project presents metrics commensurate with higher rating. SECURITY The notes amount to USD600 million, are senior secured and have an annual fixed rate of 7.5%, issued under 144A/Reg S. The structure includes a legal and target amortization schedule designed to allow the debt to be fully amortized in 10 years through a target amortization cash sweep mechanism. Climate Vulnerability Signals The Climate Vulnerability Signals (Climate.VS) score of 50 for Acu Petroleo Luxembourg S. À.R.L. reflects a high level of exposure to climate-related risks, primarily due to its operations as a port facility providing transshipment oil services. The signal is primarily driven by transition risks arising from potential reductions in oil demand and/or detrimental regulatory actions. However, the identified risks do not currently affect the entity's rating. The transition risk is mitigated by the maturity of the debt, which is expected to occur in 2032, as by that date Fitch does not expect meaningful changes in the demand for the port's for oil services because of the strong competitive position of the oil field it serves. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Acu Petroleo Luxembourg S.A.R.L. Acu Petroleo Luxembourg S.A.R.L. /Port Revenues – First Lien/1 LT LT BB+ Affirmed BB+ ARDAGH METAL: Fitch Hikes Long-Term IDR to 'B', Outlook Stable -------------------------------------------------------------- Fitch Ratings has upgraded Ardagh Metal Packaging S.A.'s (AMP) Long-Term Issuer Default Rating (IDR) to 'B' from 'B-' and removed it from Rating Watch Evolving (RWE). The Outlook is Stable. Fitch also affirmed Ardagh Metal Packaging Finance plc's and Ardagh Metal Packaging Finance USA LLC.'s senior secured debt at 'BB-', Recovery Rating is 'RR2' and removed the RWE. The rating actions follow the successful completion of Ardagh Group S.A.'s (Ardagh) recapitalisation and debt restructuring. AMP's performance has been broadly as expected and Fitch views the proposed refinancing as rating neutral, supporting the Stable Outlook. Key Rating Drivers Rating Upside from Transaction: AMP's 'b' SCP and 'B' IDR are stronger than Ardagh's, supported by its leading metal beverage packaging position, broad geographic diversification, exposure to stable, non-cyclical markets, sustainable demand, longstanding customer relationships, and contractual cost pass-through that helps keep margins stable. The upgrade of AMP reflects Ardagh's completed restructuring, which strengthened the parent's profile and eased pressure on AMP through Fitch's parent-subsidiary linkage (PSL) criteria. Better-Than-Expected Performance: AMP's higher than expected EBITDA for 2024 reflected higher sales volumes and stronger input costs recovery. This strong performance persisted into 9M25. In 3Q25, the company reported year-on-year revenue growth of about 9% and improved EBITDA margins to about 12%, resulting in EBITDA leverage over the last 12 months of just below 7.0x. Subdued Margin Improvement: Fitch forecasts EBITDA growth for 2025-2028, primarily driven by the completion of substantial capex during 2021-2023 and AMP's contractual ability to pass on the majority of costs to customers. However, macroeconomic challenges are likely to weight on EBITDA improvement. Fitch forecasts AMP's EBITDA margin at 11% in 2025, before rising to 13% by 2028. Refinance of Upcoming Maturities: AMP has announced an offering of USD1,280 million equivalents of green senior secured notes for refinancing purposes. Proceeds will refinance the USD600 million 6% senior secured notes due 2027 and the EUR269 million Apollo secured credit facility. The new senior secured notes, which will have a maturity in January 2031, will also repay all EUR250 million of the preferred shares owned by Ardagh Group, simplifying the capital structure. The transaction is broadly neutral to the rating and extends near-term maturities, improving the maturity profile while preference share refinancing increases leverage marginally. AMP has also extended its asset-based loan facility to 2030 and upsized the facility to USD450 million, which improves liquidity. High Leverage: Its updated rating case incorporates modest deleveraging, with EBITDA leverage forecast at 7.2x at end-2025 and 6.7x at end-2026. Fitch forecasts further leverage improvement to an average of 6.1x in 2027 and 2028, supported by EBITDA gains. This leverage exceeds that of some peers in the 'B' category, but this is mitigated by AMP's solid business profile and sound liquidity when Fitch assesses its SCP. Negative FCF: AMP's free cash flow (FCF) generation is under pressure due to high dividends (USD240 million a year) and despite solid operations, leading to negative or marginally negative FCF margins until 2027. Fitch does not forecast large capex in 2025-2028. Ardagh Controls Stronger AMP: Using its PSL rating criteria, Fitch has taken the stronger subsidiary-weaker parent approach to assess AMP. Ardagh provides AMP with services, including IT, financial reporting, insurance and risk management, and financing and treasury management through long-term service agreements. Access and control are 'porous', reflecting the presence of minority shareholders in AMP (24% stake is free float) and their potential influence on strategic decisions. Notching Above Ardagh's: AMP's debt financing is separate from Ardagh's, with no cross-guarantees or cross-default provisions and separate security and ring-fencing packages in its bond documentation. AMP's financing documentation has some restrictions on its cash outflows. AMP's legal ring-fencing remains 'porous', which together with 'porous' access and control, enables its IDR to be two notches above that of Ardagh. Peer Analysis AMP's business profile is weaker than that of higher-rated peers, such as Berry Global Group, Inc. (BBB+/Stable) and Silgan Holdings Inc. (BB+/Stable). The former has smaller operations and lower customer diversification, but this is offset by its leading position in the beverage can sector and long-term relationship with customers. AMP compares favourably with CANPACK Group, Inc. (BB/Stable), which is similarly focused mainly on beverage metal packaging. The former has greater scale than CANPACK and is bigger than Reno de Medici S.p.A. (B-/Negative) but they all have limited product diversification. AMP's direct metal can-producing peers are larger in revenue, such as Ball Corporation and Crown Holdings at USD12 billion (2024) each, but the former has similar market positions. Ball Corporation and Crown Holdings reported a decline of revenue in 2023 and 2024, in contrast to AMP's low single-digit growth. The latter reduced its growth capex for 2023 and 2024, similar to Ball Corporation, Crown Holdings and CANPACK. AMP's EBITDA margin of 11% in 2024 compares well with Reno de Medici's and CANPACK's profitability. The former's EBITDA margin is below Berry Global Group's and Silgan Holdings' margins of 14%-15%. AMP's FCF is comparable with CANPACK's, but weaker than that of Berry Global, Silgan Holdings and Fedrigoni S.p.A. (B+/Negative), both of which have sustained positive FCF. AMP's leverage remains weaker than higher-rated peers, with forecast EBITDA gross leverage at about 7.2x at end-2025. This is higher than EBITDA leverage reported by Berry Global, Silgan Holdings and CANPACK, but compares well with Fedrigoni's. Key Assumptions - Revenue to rise by 8% in 2025 and an average of 2.4% between 2026 and 2028 - EBITDA margin of 11% in 2025, rising to 13% by 2028, driven by better cost absorption after the completion of large capex and costs savings due to permanent closures of less-efficient plants - Dividend payments of about USD240 million a year to 2028 - Capex of about USD180 million in 2026-2028 - No M&As to 2028 - Successful refinance of USD600 million 2027 secured notes and EUR269 million Apollo secured credit facility - Repayment of EUR250 million of preferred shares using new secured notes Recovery Analysis The recovery analysis assumes that AMP would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. Fitch assumes a 10% administrative claim. Fitch estimates AMP's GC EBITDA at USD550 million. The GC EBITDA reflects distressed EBITDA, which incorporates the loss of a major customer, a secular decline, or ESG-related adverse regulatory changes related to AMP's operations or the packaging industry in general. The GC EBITDA also reflects corrective measures taken in a reorganisation to offset the adverse conditions that trigger a default. Fitch applies an enterprise value multiple of 5.5x EBITDA to calculate a post-reorganisation valuation. The multiple is based on AMP's global market leading position in an attractive sustainable niche with resilient end-market demand. The multiple is constrained by a less diversified product offering and some commoditisation within packaging. Fitch deducts about USD642 million from the enterprise value, relating to AMP's high usage of its factoring facility and full use of its asset-backed loan, in line with its criteria. Fitch estimates the total amount of senior debt claims at USD4 billion, which includes senior secured notes of USD2.4 billion (equivalent) and senior unsecured notes of USD1.6 billion (equivalent). Its waterfall analysis, after deducting priority claims, generates a ranked recovery for AMP's senior secured notes in the 'RR2' category, leading to a 'BB-' rating. For AMP's senior unsecured notes, a ranked recovery in the 'RR6' category leads to 'CCC+' rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaking of Ardagh's credit profile and tighter links between AMP and Ardagh - Weakening of AMP's SCP, as underscored by negative FCF margins and EBITDA leverage above 7.5x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An improvement in Ardagh's credit profile, along with an improvement of AMP's SCP, with neutral FCF margins and EBITDA leverage below 6.0x on a sustained basis. Liquidity and Debt Structure At end-September 2025, AMP reported cash of USD317 million. Following the proposed refinance of the USD600 million notes due 2027, there will be no material scheduled repayments until 2028. Liquidity is supported by the asset-based loan facility, which AMP plans to upsize to about USD450 million as part of the refinancing. The asset-based loan maturity will also be extended to 2030 from 2027. Available liquidity covers negative FCF of about USD120 million at end-2025 from capex and dividends. Fitch‑adjusted short-term debt includes a drawn factoring facility of about USD192 million, which self‑liquidates with factored receivables. Issuer Profile AMP is one of the largest producers of metal beverage cans globally with a current production capacity of over 50 billion cans a year. 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 AMP has an ESG Relevance Score of '4' for Group Structure due to a complex funding strategy which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. AMP has an ESG Relevance Score of '4' for Management Strategy due to the complexity of ownership and funding structure reducing transparency, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Ardagh Metal Packaging Finance USA LLC senior secured LT BB- Affirmed RR2 BB- senior unsecured LT CCC+ Upgrade RR6 CCC Ardagh Metal Packaging S.A. LT IDR B Upgrade B- Ardagh Metal Packaging Finance plc senior secured LT BB- Affirmed RR2 BB- senior unsecured LT CCC+ Upgrade RR6 CCC GOLDEN RAY 2: Moody's Assigns (P)Ba1 Rating to 2 Tranches --------------------------------------------------------- Moody's Ratings has assigned provisional ratings to Notes to be issued by Golden Ray S.A., Compartment 2: EUR[ ]M Class A Floating Rate Asset Backed Notes due December 2058, Assigned (P)Aa3 (sf) EUR[ ]M Class B Floating Rate Asset Backed Notes due December 2058, Assigned (P)Aa3 (sf) EUR[ ]M Class C Floating Rate Asset Backed Notes due December 2058, Assigned (P)A3 (sf) EUR[ ]M Class D Floating Rate Asset Backed Notes due December 2058, Assigned (P)Ba1 (sf) EUR[ ]M Class E Floating Rate Asset Backed Notes due December 2058, Assigned (P)B1 (sf) EUR[ ]M Class X Floating Rate Asset Backed Notes due December 2058, Assigned (P)Ba1 (sf) Moody's have not assigned a rating to the EUR[ ]M Class F Fixed Rate Asset Backed Notes due December 2058. RATINGS RATIONALE The Notes are backed by a static pool of German consumer solar and heat pumps loans originated by Enpal B.V. and Enpal Heat GmbH. This represents the second issuance out of the Golden Ray S.A. program. The portfolio of loans amounts to approximately EUR302.9 million as of October 31, 2025 pool cut-off date. The loans to private individuals finance solar panels (74.2%) and heat pumps (25.8%) bought by private individuals. The liquidity reserve will be funded to 1.0% of the Class A Notes balance at closing. The total credit enhancement for the Class A Notes will be 13.9%. The Class A Notes to Class E Notes and the Class X Notes' ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. Moody's have concluded that the Class A Notes' rating is constrained by a new combination of credit risks: (i) financing a new asset type with limited performance history untested through an economic cycle, (ii) long loan tenors, and (iii) operational risks. The transaction benefits from various credit strengths, such as: (i) an amortizing liquidity reserve fund sized at 1.0% of Class A Notes balance, (ii) a granular portfolio of assets, and (iii) a static portfolio. However, Moody's notes that the transaction features some credit weaknesses, such as: (i) an unrated servicer (Enpal B.V.), (ii) limited historical performance data, and (iii) loan maturities up to 25 years. Various mitigants have been included in the transaction structure, such as: (i) the appointment of a back-up servicer at closing, (ii) an independent cash manager, (iii) estimation language in case no servicer report is available, and (iv) principal to pay interest. The limited availability of historical data, compared with the long loan maturities, is reflected in the asset assumptions. Moody's determined the portfolio lifetime expected defaults of 5.5%, expected recoveries of 25.0% and Aaa portfolio credit enhancement of 27.0% related to borrower receivables. The expected defaults and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used by us to calibrate Moody's lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the cash flow model to rate Consumer ABS. Portfolio expected defaults of 5.5% are higher than the EMEA Consumer ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account: (i) the limited historical performance data for the originator's portfolio, (ii) the long loan maturities, and (iii) other qualitative considerations. Portfolio expected recoveries of 25.0% are in line with the EMEA Consumer ABS average and are based on Moody's assessments of the lifetime expectation for the pool taking into account: (i) historical performance of the book of the originator and (ii) other qualitative considerations. PCE of 27.0% is higher than the EMEA Consumer ABS average and is based on Moody's assessments of the pool, which is mainly driven by: (i) evaluation of the underlying portfolio, complemented by the historical performance information as provided by the originator, (ii) the 25 years maturity of the solar loan products, and (iii) other qualitative considerations. The PCE level of 27.0% results in an implied coefficient of variation ('CoV') of 61.4%. The principal methodology used in these ratings was "Moody's Approach to Rating Consumer Loan-Backed ABS" published in July 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the Notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions, and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. YEOMAN CAPITAL: Moody's Assigns 'Caa1' CFR, Outlook Negative ------------------------------------------------------------ Moody's Ratings has assigned a Caa1 long-term corporate family rating and a Caa1-PD probability of default rating to Yeoman Capital S.A., to be renamed Ardagh Holdings S.A. ("Ardagh"), new parent company of Ardagh Group S.A. Ardagh is a Luxembourg-based glass and metal packaging manufacturer. Concurrently, Moody's have assigned a B3 rating on the $1.56 billion backed senior secured first lien notes due 2030 issued by Ardagh Group S.A. and Caa2 ratings to the c.$2.7 billion equivalent backed senior secured second lien notes (exchange notes) due 2030 co-issued by Ardagh Group S.A. and Ardagh Packaging Finance plc. Moody's have reviewed the C ratings on the outstanding senior secured PIK toggle notes issued by former parent company ARD Finance S.A., and these remain unchanged. Moody's have assigned a negative outlook to all entities. Moody's have also withdrawn the Caa2 CFR and Caa2-PD PDR of ARD Finance S.A., the Caa1 ratings on the backed senior secured notes, and the Caa3 ratings on the backed senior unsecured notes both issued by Ardagh Packaging Finance plc. Prior to the withdrawal, the outlook on Ardagh Packaging Finance plc was negative. The assignment was prompted by the completion of Ardagh's financial restructuring on November 12, 2025 whereby c.$2.7 billion backed senior secured notes were exchanged into new second lien instruments maturing in December 2030 with an enhanced security package; c.$2.4 billion backed senior unsecured notes and 80% of c.$2.0 billion senior secured PIK toggle notes were equitized, receiving respectively their pro rata share of the 92.5% and 7.5% of Yeoman Capital S.A. Proceeds from the $1.56 billion first lien senior secured notes, backstopped by members of the senior secured and senior unsecured creditor group, have been used to refinance existing debt, including the $926 million senior secured facility provided by Apollo, to fund the $300 million purchase of Yeoman Capital S.A. by the new equity holders and support general corporate purposes. With this transaction, the maturity of its $0.5 billion asset-based lending (ABL) facility has been extended to 2030. "The Caa1 CFR with a negative outlook reflects Moody's views that, despite the recent comprehensive restructuring and the extension of its debt maturities to 2030, which improved the liquidity and maturity profile of the group, Ardagh's capital structure remains unsustainable. High leverage, negative free cash flow (FCF) owing to elevated interest costs and high capex needs, and continued reliance on dividends from the 76%-owned metal subsidiary Ardagh Metal Packaging S.A. (AMP, B3 stable), leave the group's financial flexibility very limited. Without a material and sustained improvement in operating performance and cash generation, downward rating pressure is likely to develop over time," says Donatella Maso, a Moody's Ratings Vice President – Senior Credit Officer and lead analyst for Ardagh. RATINGS RATIONALE The recent restructuring has strengthened Ardagh's balance sheet by significantly reducing total outstanding debt and improved its liquidity and maturity profile by extending debt maturities to 2030. However, its credit metrics remain weak, and in Moody's views, the capital structure is unsustainable. On a pro forma basis, Moody's-adjusted gross leverage, declined to approximately 8x from 11x (LTM June 2025) for the group, and to around 9x from 15x for the glass packaging business (ARGID). Leverage at ARGID excludes the dividends received by AMP. Despite this improvement, levels of leverage remain elevated. Although debt reduction was substantial, interest expenses continue to represent a major constraint, being at the same level of the previous structure. The new first-lien notes carry a 9.5% cash coupon, while the second-lien notes have a higher blended coupon, including a PIK component that will, absent a sharp increase in earnings, further increase debt over time, hindering deleveraging efforts. Consequently, interest coverage remains weak (EBIT/interest expense ratio is well below 1x), and the group continues to generate negative free cash flow (FCF), further limiting its financial flexibility and eroding its liquidity buffer. Operationally, ARGID's performance remains under pressure, due to delayed recovery in volumes, and the business is not self-sustaining. ARGID relies on upstream dividends from the 76%-owned metal subsidiary, to meet its operational and financial needs, highlighting the lack of a sustainable standalone financial profile. Without material and sustained improvement in EBITDA and cash flow generation, liquidity pressures are also likely to develop in Moody's views. The Caa1 CFR also reflects exposure to low-growth industries with the risk of overcapacity; the high share of commoditised products, for which the pricing pressure needs to be offset by cost savings and efficiency improvements, innovation and volume growth in a competitive operating environment. More positively, the Caa1 CFR reflects Ardagh's solid business profile, including its scale and leading market positions in both the consolidated glass and metal packaging industries; some diversification across substrates and regions; and the overall limited cyclicality of the metal and glass packaging industries, driven by sustainability trends and the emergence of new drink categories. Ardagh also benefits from long-term customer relationships with multiyear agreements and pass-through clauses in most contracts, which mitigate the impact of a fairly concentrated customer base and exposure to input cost inflation. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. ESG CONSIDERATIONS Governance considerations were key drivers in the rating action. Ardagh's Governance Issuer Profile Score (IPS) of 5 reflects concerns around Financial Strategy and Risk Management risk factor, linked to its capital structure following the restructuring, which remains highly levered and does allow for cash generation. The change in ownership and a newly appointed board of directors, which include 5 members, 3 of which are independent directors, could be positive for the group but it lacks a track record. LIQUIDITY Moody's considers Ardagh's liquidity as adequate for the operating needs over the next 12 to 18 months, albeit Moody's expectations for negative FCF. Ardagh's liquidity is supported by approximately $600 million of cash pro forma for the recapitalisation, $280 million of which is available at ARGID; an ABL facility of $500 million due November 2030 at ARGID and an ABL at AMP, which is currently being upsized to $450 million and extended to 2030; and certain supplier financing and non-recourse factoring arrangements. More specifically, ARGID's liquidity is supported also by $182 million cash up streamed from 76%-owned subsidiary AMP in the form of dividends. The ABL facilities are subject to a financial covenant that would require ARGID and AMP to maintain a fixed-charge coverage ratio of 1.0x, tested quarterly, if 90% or more of the facility is drawn. Moody's expects the group to maintain adequate flexibility under the covenant over the next 12-18 months. STRUCTURAL CONSIDERATIONS Although the restricted group is at the level of Ardagh Group S.A., Moody's have assigned the CFR at Yeoman Capital S.A., to be renamed Ardagh Holdings S.A., the consolidated and reporting entity of the group going forward, understanding that there will be an accounting reconciliation between the two entities. The Caa1-PD probability of default rating is in line with the CFR. This is based on a 50% recovery rate, as is typical for capital structures that include bank debt and bonds. The B3 rating of the backed senior secured first lien notes is one notch above the Caa1 CFR, reflecting the significant amount of debt ranking behind them. The Caa2 rating of the backed senior secured notes second lien notes is one notch below the Caa1 CFR, reflecting their subordination to the sizeable amount of senior secured debt that ranks ahead. The notes are guaranteed by majority of the group restricted subsidiaries (the glass packaging business) and secured by pledges over stocks and assets, including the equity interests over AMP assets. Both notes are structurally junior to the debt issued by Ardagh Glass Africa, which is secured over the Ardagh Glass Africa's assets, and to the collateral securing the ABL. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects Moody's views that, even after the restructuring, Ardagh's capital structure remains unsustainable due to elevated leverage and negative FCF. While the extension of debt maturities to 2030 provides adequate liquidity over the next 12–18 months, there is a risk that, without a meaningful improvement in EBITDA and cash generation, liquidity pressures will emerge over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, Moody's views an upgrade as unlikely in the near term. Moody's could consider an upgrade in the case of sustained EBITDA growth, resulting in Moody's-adjusted debt/EBITDA falling well below 7.5x both at group and at ARGID level, alongside a return to consistently positive FCF and the maintenance of an adequate liquidity profile. In addition, any upgrade would depend on establishing a track record of prudent financial policy following the change in ownership. Moody's could downgrade Ardagh's ratings if the group's operating performance deteriorates; or its FCF fails to improve leading to a deterioration of its liquidity profile, thereby increasing the risk of default. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in April 2025. The Caa1 rating assigned to Ardagh is two notches below the scorecard-indicated outcome of B2, reflecting the greater weight placed on the group's capital structure which remains unsustainable due to high leverage and persistent negative FCF despite the recent restructuring. COMPANY PROFILE Yeoman Capital S.A. (Ardagh) is the parent company of Ardagh Group S.A., one of the largest global suppliers of metal and glass containers to the beverage and food end markets. The company operates 58 production facilities (23 metal beverage can production facilities and 35 glass container manufacturing facilities) in 16 countries, with a significant presence in Europe and North America, and employs around 20,000 people. Following the recapitalization, Ardagh is owned by former noteholders of the senior unsecured notes and the PIK toggle notes. In the last twelve months ending June 30, 2025, Ardagh generated $9.3 billion of revenue and $1.3 billion of EBITDA. Ardagh Metal Packaging S.A., the group's 76%-owned metal packaging subsidiary, is listed on the NYSE. ============= R O M A N I A ============= BANCA TRANSILVANIA: Moody's Rates New AT1 Securities 'B1(hyb)' -------------------------------------------------------------- Moody's Ratings has assigned a B1 (hyb) foreign-currency rating to Banca Transilvania S.A.'s (BT, long-term deposits Baa1 negative/long-term issuer rating Baa2 stable, Baseline Credit Assessment (BCA) ba1) proposed euro-denominated perpetual non-cumulative AT1 capital securities with non-viability loss absorption features. The capital securities feature a call option and the principal will be written down if at any time BT's standalone or consolidated Common Equity Tier 1 (CET1) ratio falls below 5.125%. Interest payments may be cancelled on a non-cumulative basis at the issuer's discretion, or mandatorily in the case of insufficient distributable items or if such a payment would cause the maximum distributable amount for the bank or its group to be exceeded. RATINGS RATIONALE The B1 (hyb) rating assigned to the AT1 capital securities reflects BT's ba1 BCA and Adjusted BCA; the high loss-given-failure under Moody's Advanced Loss Given Failure (LGF) analysis, resulting in a one-notch downward adjustment from the BCA; and two additional negative notches to capture instrument-specific features, namely the risk of non-cumulative cancellation of interest and principal write-down. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating of the capital securities may be upgraded if BT's BCA and Adjusted BCA are upgraded. BT's BCA could be upgraded in case of an improvement in Romania's operating environment, or following a strengthening of the bank's combined solvency, as indicated by an increase in capital, and a decline in asset and currency risks. The rating of the capital securities could be downgraded if the bank's BCA and Adjusted BCA are downgraded. BT's BCA could be downgraded if the bank's solvency weakens, or in case of an unexpected meaningful outflow of deposits such that it impacts the bank's liquidity. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Banks published in November 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. ========= S P A I N ========= EROSKI, S. COOP: Fitch Assigns 'BB-(EXP)' LT IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned Eroski, S. Coop an expected Long-Term Issuer Default Rating (IDR) of 'BB-(EXP)' with a Stable Outlook. Fitch has also assigned its upcoming EUR500 million senior secured notes (SSNs) an expected 'BB+(EXP)' with a Recovery Rating of 'RR2'. The final ratings are subject to receipt of documentation for the SSNs consistent with the information received. The rating reflects Eroski's limited scale and diversification, which are balanced by its position as a leading food retailer in northern Spain, supported by strong brand awareness and resilient performance versus discounters. Other rating strengths are its superior and resilient profitability, healthy free cash flow (FCF), adequate credit metrics, and a public commitment to deleveraging. The Stable Outlook reflects its expectations that Fitch's EBITDAR gross leverage and coverage will continue to improve thanks to a conservative financial policy. It is further supported by satisfactory liquidity and an extended debt-maturity profile following the refinancing. Key Rating Drivers Commitment to Deleveraging: Fitch forecasts EBITDAR gross leverage to fall to below 4.0x in FY29 (year-end in January) from 4.5x in FY25, adequate for the 'BB' category. Eroski has demonstrated a consistent commitment to reduce leverage over the past 10 years and more recently it got closer to achieving its target company-defined leverage of 2.0x (FY24: 2.4x, FY25: 2.3x) through earnings growth and voluntary debt repayments, corresponding to Fitch-calculated EBITDAR gross leverage of around 4.0x. Fitch expects that Eroski will continue to pursue deleveraging through the amortisation of its new term loan and small voluntary debt repayments. Fitch projects debt amortisation to be funded by internal cash and proceeds from non-core asset sales, with some flexibility in discretionary capex to support higher FCF generation. Departure from this financial policy with stagnating or increasing leverage would put the ratings under pressure. Well-Entrenched Regional Market Position: Eroski's business risk profile benefits from a defensive and strong position in its core regional markets of northern Spain, which have the highest GDP per capita in Spain. It benefits from a high brand awareness and has demonstrated competitiveness against discounters, which has helped protect its position in the core markets. Fitch expects Eroski to remain resilient against competitors' expansion in its regions through an adequate own-brand assortment and attractive price proposition. Limited Diversification: Eroski generates almost 80% of revenue in northern Spain, with the rest in the Spanish market from franchise stores. Its non-food offerings and online penetration are limited compared with other food retailers. Fitch views the high geographic concentration as a constraint on the rating, which Fitch expects to remain over the medium term. However, this is partly mitigated by the company's well-established market position and strong operating and cash flow margins. Resilient, Strong Profitability: Fitch projects EBITDAR margins to remain broadly stable at just above 10% after proportional deconsolidation of its two joint ventures Vegalsa and Supratuc (the JVs) as the company seeks to protect its market position with competitive pricing. Fitch views Eroski's profitability as robust and strong for the food retail sector, despite its expectation of flat to mildly softer EBITDAR margin. Positive FCF: The ratings are supported by Eroski's cash-generative operations with a record of like-for-like (LFL) growth, adequate cost control and healthy profitability, which after working capital and capex, results in sustained positive FCF, which Fitch considers to be strong for the rating category. Fitch expects positive FCF generation, after the refinancing, to continue, further supported by lower debt service cost. Fitch forecasts an average FCF margin of about 1% in FY26-FY29 after the proportional deconsolidation of the JVs. Eroski's capex is mostly discretionary and can be postponed, supporting FCF in times of volatility. Adequate Fixed-Charge Cover: Fitch expects Eroski's fixed-charge cover to reach 1.8x in FY27, driven by a lower interest burden from the new SSNs. Fitch expects financial coverage to reach 1.9x in FY29, which is commensurate with a 'BB' category rating, driven by the amortisation of its term loan, alongside a slight forecast increase in EBITDAR in FY26-FY29. Proportional Deconsolidation of JVs: Eroski consolidates 100% of Vegalsa and Supratuc, which operate in Galicia and Catalonia, respectively. However, since Eroski owns — and has access to — only 50% of the cash flow of these entities, with each entity responsible for its own liabilities, Fitch deconsolidates the remaining 50% from EBITDA and cash flows. Fitch's treatment of the JVs is subject to change if Eroski's stake in the business changes. Cooperative Structure Positive for Rating: Fitch considers Eroski's ownership structure as a cooperative to be positive for the rating. Fitch recognises the benefits of consumer loyalty, high employee retention and the ability to adjust salaries under stress scenarios. This helps offset recurring cooperative distribution outflows, while the company can determine the timing of such cash distributions, subject to specific equity and liquidity thresholds. 2007 AFSE Treated as Debt: Fitch treats this instrument as debt, reflecting the authority of its members to decide on the capitalisation of the interest via The General Assembly and not the issuer, the non-deferrable interest payments, and transferability of the instrument to third parties. At the same time, its analysis also acknowledges its equity-like characteristics as a perpetual, subordinated instrument with no covenants and cross-default clauses. Peer Analysis Eroski has a smaller scale, a lower proportion of freehold stores, and less penetration in the online channel than Bellis Finco plc (Asda, B+/Stable). The lower online revenue contribution is partly driven by weaker online adoption in the Spanish market. This is offset by Eroski's more stable market position, lower execution risk in its strategy, and stronger financial profile, including lower financial leverage and higher operating margins, supported by structurally higher profitability in Spain versus the UK. These strengths support a higher rating than Asda. For Eroski Fitch projects EBITDAR leverage of 4.4x at FY26, while for Asda Fitch projects it above 6.0x for the same period. Asda faces higher execution risk than Eroski due to the challenging high inflationary environment in the UK. Eroski is rated two notches above Market Holdco 3 Limited (Morrisons, B/Positive), due to its stronger margins, capital structure, coverage metrics, and FCF generation. Fitch expects Morrisons' EBITDAR leverage to reach 6.0x in 2026, versus Eroski's 4.3x. WD FF Limited (Iceland; B/Stable), which focuses mostly on frozen food, is rated two notches lower, due to its smaller scale, less diversified offering, lower operating margins, and weaker leverage metrics. Key Assumptions - Food retail revenue to grow 2.6% in FY26, followed by 2.3% in FY27-FY29, primarily driven by higher net store openings in supermarkets and increased prices - Seven net new store openings in FY26, followed by an average increase of around 50 stores on aggregate in FY27-FY29, mostly franchise stores - Average revenue growth of close to 2% over FY26-FY29, tempered by weaker revenue growth from the non-food retail operations. - EBITDA margin flat or slightly lower, at around 6.2% through to FY29, with some pressure from labour costs, partially offset by cost savings - A working-capital inflow of EUR4 million in FY26 from the reduction in the inventory, followed by broadly stable working capital - Capex to average at around EUR100 million a year for FY26-FY29, funding mostly new store openings and store re-modelling - Proportional deconsolidation of the JVs - AFSE instrument treated as debt - Average proceeds of EUR20 million a year from the disposal of non-core assets through FY29 - No dividends through FY29 Recovery Analysis In its recovery analysis, Fitch follows the generic approach applicable to 'BB' category issuers and treat the new SSNs as category 2 first-lien debt, which receives a two-notch uplift from the IDR, leading to 'BB+'/'RR2' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Like-for-like sales decline exceeding that of major peers or increasing execution risks leading to EBITDAR margin deterioration and neutral to negative FCF generation - Evidence of a more aggressive financial policy with EBITDAR gross leverage above 4.5x on a sustained basis - EBITDAR fixed charge coverage below 1.8x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued like-for-like sales growth, leading to EBITDAR above EUR500 million, sustained positive FCF generation and (cash from operations - capex)/debt trending towards 7.5% - Commitment to conservative financial policy supporting an EBITDAR gross leverage below 3.5x on a sustained basis - EBITDAR fixed charge coverage above 2.0x on a sustained basis Liquidity and Debt Structure Eroski will, after the refinancing, have a Fitch-adjusted freely available cash balance of EUR130 million, of which Fitch restricts EUR28 million for working capital swings and its proportionally deconsolidation of the cash held at Supratec and Vegalsa JVs. In addition, the company will have a new committed revolving credit facility of EUR80 million due in 2031, which will support its liquidity profile. Fitch projects the company will generate positive FCF over the rating horizon, enabling it to amortise new term loan with own resources. The refinancing will lead to a long-term-debt maturity profile, extending the SSNs and term loan to 2031 from 2029, without a significant debt maturity concentration during the forecast period. Average annual amortisation of EUR55 million for the new term loan will be covered mostly by FCF and proceeds from non-core asset sales. The company also has the flexibility to defer its discretionary capex in case of delayed receipt of non-core asset disposal proceeds, helping preserve its cash position and service the debt. Issuer Profile Eroski is the fourth-largest Spanish supermarket chain, operating over 1,500 supermarkets, including the franchise sites. Date of Relevant Committee 21 October 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. =========== S W E D E N =========== TRANSCOM HOLDING: Fitch Assigns 'B-(EXP)' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned Transcom Holding AB an expected Long-Term Issuer Default Rating (IDR) at 'B-(EXP)'. The Outlook is Stable. Fitch has also assigned an expected senior secured rating at 'B-(EXP)' with a Recovery Rating of 'RR4' to Transcom's EUR323 million senior secured new notes due 2030. Fitch expects to finalise the ratings if the final documentation substantially conforms to the information already received. The expected IDR reflects a proposed refinancing of Transcom's debt structure, with at least 90% acceptance of the exchange offer. In addition, the IDR reflects high leverage and Fitch's expectation that free cash flow (FCF) will remain neutral to negative in 2025-2027, as capex and restructuring costs weigh on cash flow generation. The rating is supported by improving diversification, advanced technology and strong service execution with long-term customers. The Stable Outlook reflects improving operating performance, supporting deleveraging and improving FCF, such that FCF is neutral to positive by 2028. Key Rating Drivers Improving Financial Flexibility: The expected IDR reflects improved financial flexibility as total debt is reduced by EUR57 million (at 100% acceptance) and maturities are extended into January 2030. It also reflects improving operating performance and profitability; the company closed some unprofitable contracts (predominantly onshore) in 2024 and has shown improved sales performance in 2025. Meaningful Execution Risk: Fitch believes execution risk is high given the company operates in an intensely competitive market with large global incumbents, and has a significant focus on technology, productivity and pricing as delivery models have shifted to near and offshore services. This includes service delivery via advanced technologies, including evolving generative AI. Debt Ranking at Completion: Up to EUR38 million of the existing senior secured notes will remain in the capital structure at an acceptance rate of 90%-99%, albeit with a material reduction in terms, including an extended maturity profile and the removal of collateral and guarantees. Based on current metrics and assumptions, Fitch would expect to rate any remaining pre-transaction notes in the structure at completion of the debt exchange at 'CCC'/'RR6', ranking after the super senior secured revolving credit facility (RCF) and the new senior secured notes. Unprofitable Contracts Limit Cash Flow: Fitch expects Transcom to continue unwinding unprofitable contracts that have constrained EBITDA margins and cash generation, with cash flow remaining neutral to negative until 2027. Related non-recurring annual costs of up to 1% of revenue, together with capex to support new contracts, could hinder Transcom's ability to generate positive FCF and improve its financial flexibility. Higher-Margin Strategy: Fitch expects cash flow generation to gradually improve due to Transcom's strategy to pursue higher margins from increasing ecommerce and technology exposure, alongside more effective cost control through nearshore and offshore delivery. Fitch expects EBITDA margins to rise to about 11% by 2027 from 9% in 2024. Limited Financial Flexibility: Fitch expects EBITDA interest coverage to remain fairly weak post-refinancing at just over 2.0x in 2025, nearing 3.0x by 2028. Fitch's EBITDA leverage forecast of 5.0x in 2025 reflects deleveraging following a proposed EUR50 million equity injection by the owners. Fitch expects the owners not to extract dividends from the business over the rating horizon, and to limit bolt-on acquisitions. Fitch expects FCF generation to remain neutral as EBITDA growth is supported by continued capex. Modest Market Position: Transcom is a relatively small operator in the highly fragmented customer experience (CX) business process outsourcing (BPO) market, generating EBITDA of EUR67 million in 2024 (adjusted by Fitch-defined lease and recurring costs). Long-term relationships with several well-known fintech, utility and ecommerce companies provide reasonable diversification, which Fitch expects to strengthen. Revenue exposure to a limited group of clients - its top 10 customers accounted for 41% of revenue in 2024 - is offset by deepening CX relationships and multiple contracts with these clients. Good Contract Measures: Fitch expects Transcom's strong contracts to underpin revenue and EBITDA growth over the rating horizon. Transcom scores highly on key measures with its client base, including a world-class net promoter score and robust benchmarking scores compared to the BPO industry, including for overall delivery, cost optimisation and CX quality improvement. Single Maturity Capital Structure: A full (100%) adoption of the exchange offer would lower the principal amount of Transcom's senior secured borrowings by 15% to EUR323 million and extend the maturity by three years to January 2030. The proposed payment in kind (PIK) on the new notes will increase the face value of the notes at maturity. Transcom will remain exposed to a single maturity repayment for almost all of its debt, and be reliant on access to either bank funding or the debt capital markets in the future. Peer Analysis Fitch compares Transcom with Concentrix Corporation (BBB/Stable), a leading global provider of CX solutions and technology. Concentrix holds a significantly stronger market position, with around USD9.6 billion of revenue compared to Transcom at about EUR740 million, and provides a broader spectrum of services to a more diversified client base, both across geographies and industry verticals. Concentrix generates stronger profitability, at about a 16% EBITDA margin compared to Transcom at about 9%-10%, with healthy FCF margins in mid-single digits. Fitch also compares Transcom with a wider group of 'B' category BPO service providers, such as PCC Global Plc (Paragon; B/Stable), Emeria SASU (B-/Negative) and FNZ Group Limited (B-/Negative). Similar to Transcom, Paragon experiences disruptive technologies in its customer communication delivery model, shifting from print to digital, albeit at a slower pace than Transcom. Paragon has higher EBITDA leverage, which Fitch forecasts to be about 6.0x in financial year-end June 2026, but lower cash flow leverage (CFO-Capex / Debt), and Fitch expects its FCF to remain structurally positive from FY26. Fitch expects Transcom's FCF to turn neutral to positive by 2027-2028 as capex to increases its nearshore and offshore delivery model, alongside restructuring costs, weighs on its FCF. In addition, Fitch compares Transcom with larger scaled fund administration services provider Apex Structured Intermediate Holdings Limited (Apex; B/Positive). Apex has higher revenue visibility, switching cost and revenue stickiness, and debt capacity. Key Assumptions - Revenue growth of 2% a year; - EBITDA margin growth to 13% by 2028; - No dividend payments during the rating horizon; - Non-recurring costs of 1.0%-1.5% of revenue per year; - Completion of the debt exchange offer with at least 90% acceptance at pricing of EURIBOR+600bps (cash) and PIK rising from 1.75% to 5% by 2029. Recovery Analysis Key Recovery Rating Assumptions The recovery analysis assumes that Transcom would be deemed a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. - Fitch estimates a GC EBITDA of EUR50 million, which may result from weakening EBITDA margins, continued non-recurring costs from strategic adjustments and a loss of customer contracts. The assumption also reflects corrective measures taken in reorganisation to offset the adverse conditions that trigger a default. - A 10% administrative claim. - An enterprise value (EV) multiple of 5.0x EBITDA is applied to GC EBITDA to calculate a post-reorganisation EV. The multiple is based on the predictability of Transcom's revenue. The EV multiple also reflects the group's relatively concentrated customer base, volatile FCF generation and reduced EV/EBITDA public trading multiples in the CX niche amid concerns around AI disruption. - Fitch estimates the total amount of senior secured debt claims at EUR323 million, based on the proposed EUR323 million bond maturing in January 2030. - The notes rank behind the EUR75 million super senior RCF expiring in 2029, which Fitch assumes would be drawn at the time of default. - Fitch deducts administrative claims and the issuer's factoring facilities (but assume customers' supply chain facilities to remain available) from the liability waterfall. Based on current metrics and assumptions, the waterfall analysis generates a ranked recovery in the 'RR4' band for the new EUR323 million senior secured notes, indicating a 'B-(EXP)' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Operational performance below Fitch's expectations with intensified competition, weaker contract wins and/or higher churn rates and lower profitability improvements, resulting in: - Consistently neutral to negative FCF; - EBITDA interest coverage below 2.0x; - EBITDA leverage structurally above 6x, or cash flow from operations (CFO) minus capex to debt structurally below 1%; - Less than 90% acceptance of the debt exchange transaction, and/or heightened liquidity or refinancing risk. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Continued expansion into nearshore and offshore, improving mix of higher-margin service delivery, as underlined by contract wins and enhanced regional scale and diversification along with: - Consistently positive FCF at low- to mid-single digits; - EBITDA interest coverage of above 3.0x; - EBITDA leverage below 4.0x. Liquidity and Debt Structure Fitch expects the company to have adequate liquidity post-transaction, supported by a EUR75 million undrawn super senior RCF (of which EUR12 million is used for guarantees) to support working capital needs and cash of about EUR15 million as of end-2025. Fitch expects the new notes of EUR323 million to have a maturity of January 2030, creating a refinancing event for the company where it will need to access bank funding or the capital markets. Issuer Profile Transcom is a Swedish-headquartered global customer service provider, operating customer care, sales, technical support and collections on behalf of third-party clients. Date of Relevant Committee 14 November 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Transcom Holding AB LT IDR B-(EXP) Expected Rating senior secured LT B-(EXP) Expected Rating RR4 TRANSCOM HOLDING: Moody's Affirms 'Caa1' CFR, Outlook Now Stable ---------------------------------------------------------------- Moody's Ratings has affirmed Transcom Holding AB (Transcom or the company)'s Caa1 corporate family rating and its Caa1-PD probability of default rating. Concurrently, Moody's assigned a new Caa1 instrument rating to the proposed up to EUR323 million backed senior secured notes (the new notes) due in January 2030. The Caa1 instrument rating on the existing EUR380 million backed senior secured notes (the existing notes) due in December 2026 has been reviewed and is unaffected. Moody's changed the outlook to stable, from negative. On November 17, 2025, the company announced the proposal to exchange the existing EUR380 million notes maturing in December 2026 with up to EUR323 million new notes maturing in January 2030. The company will repay the difference, including the related transaction and consent fees, in cash via EUR50 million equity contribution from shareholders and up to EUR17 million of existing cash balance. The new floating rate notes will pay a margin of 7.75% in the first year, 9.25% in the second year and 11% starting from the third year. At its discretion, the company may elect to pay a portion of the aforementioned margin in kind (1.75% in the first year, 3.25% in the second year and 5% starting from the third year onward). In Moody's forecasts, Moody's have assumed that the company will elect to pay in kind throughout the projection period. If the company implements the proposed notes exchange transaction, Moody's will likely consider it as a distressed exchange, which constitutes an event of default under Moody's definitions. "The affirmation of the Caa1 CFR and the stable outlook reflect Moody's expectations that the proposed transaction will be completed within December and that the company will extend its maturity profile, thereby eliminating the refinancing risk on the existing notes" says Sarah Nicolini, a Moody's Ratings Vice President-Senior Analyst and lead analyst for Transcom. "The Caa1 CFR also incorporates Moody's views that there are significant execution risks in achieving meaningful improvements in operating margins and generating consistently positive free cash flow" adds Ms Nicolini. RATINGS RATIONALE Transcom's Caa1 CFR is underpinned by its market-leading position in customer relationship management in the Nordic region; its global footprint with both offshore and nearshore operations; and its ability to serve international contracts. The Caa1 rating also reflects Moody's expectations that the proposed transaction, which Moody's will likely consider as a distressed exchange, will be successfully completed within December and that the company will extend its debt maturity profile by three years. For these reasons, governance considerations, particularly related to financial strategy and risk management, were material to the rating and a key driver under Moody's ESG framework. Management is focused on improving the reported EBITDA margin by passing on price increases, securing margin-accretive new wins, enhancing scale efficiencies and maintaining strict cost control. Transcom gained positive momentum in Q3 2025 by securing 135 new contracts, most of which are margin-accretive and expected to ramp up in 2026. While Moody's acknowledges management's efforts to expand margins, execution risk remains significant. Achieving sustained margin expansion will be challenging given the intense competition, Transcom's small scale compared to much larger, well-established competitors and uncertainties around the macroeconomic outlook and the medium-term impact of generative artificial intelligence (Gen AI). Under Moody's base case scenario, Moody's expects Moody's adjusted EBITA margin to rise slightly above 6% over the next 12-18 months, compared with 5.4% for the twelve months ended September 2025 and 5.5% in 2024. However, high execution risks could hinder this improvement. In Moody's base case scenario, Moody's expects Moody's adjusted free cash flow to stay negative over the next 12-18 months, due to high interests cost, ongoing cash restructuring and increasing capital expenditures, even as margins slightly improve. Moody's also expects that Moody's adjusted debt/EBITDA (excluding factoring) will decrease to around 5x over the same period, compared with 6.1x for the twelve months ended September 2025. Moody's positively view the EUR50 million equity injection expected at completion of the transaction, as it will provide an additional, albeit modest, equity buffer to the company. The sector's EV/EBITDA multiples continue to indicate that this buffer remains insufficient. Transcom's Caa1 rating is constrained by its persistently negative free cash flow; its limited equity cushion; the uncertainties related to the medium-term impact of technological changes and Gen AI. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. LIQUIDITY Transcom's liquidity is adequate. As of October 2025, the company had EUR48 million of cash and roughly EUR63 million of available super senior revolving credit facility, currently maturing in June 2026. The revolver's total commitment is EUR75 million. The revolver also includes a springing drawn super senior leverage ratio financial covenant (set at 2.0x), tested quarterly when the net drawn amount exceeds 40% of the total commitments. Moody's expects free cash flow generation to remain negative over the next 12-18 months. Moody's base case assumes that all bondholders will exchange the existing notes for the newly proposed ones. Consequently, upon completion of the proposed transaction, the company will not have any debt maturing before July 2029, when the revolver will become due. However, in a situation in which a stub on the existing notes remains outstanding because consent participation does not reach 90%, the company may have notes maturing in December 2026. STRUCTURAL CONSIDERATIONS Transcom's Caa1-PD probability of default rating (PDR) is in line with the corporate family rating (CFR), reflecting Moody's assumptions of a 50% recovery rate, as is customary for capital structures that include bonds and bank debt. The Caa1 instrument rating on the proposed new notes is in line with the CFR. The new notes and the company's EUR75 million super senior revolver will benefit from security over shares and intercompany receivables that Moody's views as akin to unsecured. Both the new notes and the revolver will also benefit from guarantees provided by operating subsidiaries. However, proceeds from any recovery from enforcement of security interests will be applied to satisfy obligations under the super senior revolver before being applied to satisfy obligations of holders of the senior secured notes. The instrument rating on the existing notes remains currently unaffected. Moody's may reassess the instrument rating on the existing notes following the completion of the proposed transaction if a stub remains outstanding, as noteholders who do not accept the consent solicitation could lose access to the existing operating subsidiaries' guarantees and share securities. RATIONALE FOR THE STABLE OUTLOOK The stable outlook assumes that the proposed transaction will be completed as planned and within December. It also assumes that the company will be able to maintain positive business momentum, with margins expansion in line with Moody's base case. Moody's will closely monitor any potential future debt refinancing, which Moody's expects to occur well ahead of the new proposed maturities, as an early refinancing would prevent the paid-in-kind component of the interest from escalating at a rapid pace. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the rating could arise, over time, if Transcom demonstrates a longer track record of solid operating performance, with sustainable revenue and EBITDA growth. An upgrade would also require several quarters of consistently positive free cash flow generation, on a Moody's adjusted basis. Downward rating pressure could occur if the proposed transaction takes more time than expected to complete or fails to close, or if Transcom's operating performance deteriorates. Downgrade pressure could also materialize if the risk of default rises or Moody's assessments of recovery in a default scenario deteriorates to levels below the expectation for a Caa1 rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Sweden, Transcom delivers a broad range of services, including customer relationships management and retention, customer acquisition and onboarding and quality, risk and compliance management. In 2024, the company reported EUR745 million of revenue and EUR77 million of company-reported EBITDA. ===================== S W I T Z E R L A N D ===================== CYPRIUM HOLDINGS: Fitch Assigns 'BB+' Long-Term IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned Cyprium Holdings Limited (Cyprium) a first-time 'BB+' Long-Term (LT) Issuer Default Rating (IDR). Cyprium is the electrical distribution systems (EDS) business that Aptiv PLC (Aptiv) plans to spin off into an independent, publicly traded company. The Rating Outlook is Stable. Cyprium's ratings are supported by the company's strong competitive position in the global automotive electrical architecture solutions market. Cyprium is a top supplier of both low-voltage (LV) and high-voltage (HV) wire harness systems and cables for the automotive and commercial vehicle markets, with opportunities to grow into adjacent industrial markets over time. The ratings also reflect Fitch's expectations of consistently positive FCF, solid margins and moderate leverage. Key Rating Drivers Moderate Size with Strong Share: Following its spin-off from Aptiv, Cyprium will be a moderately sized, tier-1 auto supplier, with forecasted standalone revenue in the $9.0 billion-$10.0 billion range. Despite its moderate size, it is a top-three supplier of electrical architecture solution in its key end-markets. Fitch expects Cyprium to have opportunities to continue to grow into automotive adjacent end-markets, such as commercial vehicles, off-highway machinery and industrial equipment. Limited Effect from Tariffs: Fitch expects tariffs to have a limited effect on Cyprium. The company produces most of its products for the U.S. market from plants in Mexico, and those products are largely compliant with the U.S.-Mexico-Canada (USMCA) trade agreement. As such, they are not currently subject to tariffs. Moreover, none of Cyprium's key competitors produce similar parts in the U.S., shielding the company from any potential customer loss due to tariffs. Indirectly, Cyprium is exposed to potential vehicle production volatility from tariffs affecting the broader U.S. auto industry, but recent U.S. policy changes are likely to further support U.S. auto production. Good Growth Prospects: Fitch expects Cyprium to have solid growth prospects over the long term. Cyprium supplies harnesses, cables and systems for both LV and HV electrical architectures. Not only is overall demand for wire harnesses and associated equipment likely to grow with rate of vehicle production, but more advanced HV products are expected to grow at a faster rate as vehicles become increasingly electrified. HV systems generally result in higher content per vehicle (CPV) than LV systems, and they tend to carry higher margins, as well. 10% EBITDA Margins: Fitch expects Cyprium to generate solid EBITDA margins following its separation from Aptiv. However, Cyprium's primary business of designing and manufacturing electrical architecture solutions generates lower margins than Aptiv's other products, such as advanced driver assistance systems (ADAS), software-defined vehicle (SDV) products and software. Fitch expects Cyprium's standalone EBITDA margins to run in the 10% range for several years following the spin-off, which is lower than Aptiv's EBITDA margins, which have tended to run in the high-teens range. Mid-2x Leverage: Fitch forecasts Cyprium to have gross EBITDA leverage in the mid-2x range at the time of the separation, with the potential for leverage to decline toward the upper-1x range within a few years on higher EBITDA and term loan amortization. Cyprium could have the ability to de-lever more quickly if it chooses to use available FCF to accelerate repayment of its term loan A. Low-Single-Digit FCF Margins: Fitch expects Cyprium's pre-dividend FCF margins to be solid for an auto supplier, generally in the 2.5% range. Fitch expects capex as a percentage of revenue to be in the 3.0%-3.5% range. Unlike Aptiv, which has chosen not to pay a common dividend since the pandemic, Cyprium is planning to allocate about 20%-25% of its pre-dividend FCF to common dividends. On a post-dividend basis, Fitch estimates Cyprium's FCF margins will run in the 1.5%-2.0% range. Balanced Capital Allocation: Fitch expects Cyprium to retain a strong liquidity position following the separation. Fitch expects the company to target maintaining around $300 million in cash on its balance sheet, with additional liquidity available via its $850 million secured revolver. Fitch expects capital allocation to be balanced across organic business investments, shareholder returns via dividends and bolt-on acquisitions. Peer Analysis Cyprium has a strong competitive position in a narrower market than Aptiv. Like BorgWarner or Lear, Cyprium is primarily leveraged to the Tier 1 automotive market, while Aptiv is more diversified. However, also like BorgWarner and Lear, Cyprium's electrical distribution products are powertrain agnostic, with no risk of obsolescence as vehicle powertrains become more electrified. Cyprium's content per vehicle (CPV) tends to be higher on electrified vehicle platforms than non-electrified platforms. With $8.3 billion in 2024 revenue, Cyprium is a moderately sized Tier 1 auto supplier, but it is smaller than most of Fitch's publicly rated auto suppliers. From a margin perspective, Fitch expects Cyprium to have EBITDA margins in the high single- to low double-digit range over the long term, in-line with 'BB'-category issuers, such as Dana Incorporated (BB/Rating Watch Positive) or The Goodyear Tire & Rubber Company (BB-/Negative). Cyprium's FCF margins are expected to be stronger than those at Dana or Goodyear, but not as strong as BorgWarner or Aptiv. Cyprium's EBITDA leverage is roughly in line with 'BB'-category auto suppliers. Key Assumptions - Global light vehicle production, weighted for Cyprium's markets, is about flat in 2025, then declines slightly in 2026 before rising in the low-single-digit range in subsequent years; - Cyprium's revenue rises in the low- to mid-single-digit range over the next several years, reflecting growth over market and positive mix in its vehicle electrical architecture technologies; - EBITDA margins are around 9.5% in 2025, rising to around 10% in subsequent years as the company benefits from a combination of stable to modestly higher production levels, a mix shift toward higher margin products and the realization of benefits from cost-saving initiatives; - The post-dividend FCF margin runs in the 1.5%-2.0% range over the next several years following the spin-off; - Capex runs at about 3.0%-3.5% of revenue annually; - The company issues $1.85 billion of debt in 2025 through a term loan A and senior unsecured notes; - The company pays a $1.55 billion distribution to Aptiv in 2026 following the closing of the spin-off; - Cyprium maintains a solid liquidity position, including cash and revolver capacity, over the long term; - Fitch has incorporated the following Treasury yield assumptions in its forecasts: five-year at 3.6% and seven-year at 4.2%; - Fitch assumes SOFR rates run from 3.9% in the near term to around 3.0% over the long term. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A shift in industry dynamics that leads to a meaningful loss of share for Cyprium's products; - Sustained EBITDA margin below 8.0% and post-dividend FCF margin below 1.5%; - Sustained gross EBITDA leverage above 2.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Progressing on strategic growth initiatives around high-voltage electrification and non-automotive applications; - Sustained EBITDA margin above 11.0% and post-dividend FCF margin above 2.0%; - Sustained gross EBITDA leverage below 2.0x. Liquidity and Debt Structure Fitch expects Cyprium's liquidity to remain strong over the intermediate term. Fitch expects the company to have about $300 million in cash and cash equivalents at the time of separation from Aptiv. In addition, Fitch expects Cyprium to have access to an $850 million secured revolver with a five-year tenor. Fitch expects Cyprium's debt structure at the time of separation from Aptiv to consist of a secured term loan A with a five-year tenor and two series of senior unsecured notes totaling $1.35 billion with tenors of five and eight years. Fitch expects the company's secured revolver will be undrawn at the time of separation. Issuer Profile Cyprium is a global leader in the design, development and manufacture of automotive LV and HV electrical architectures. Date of Relevant Committee 03 November 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ Cyprium Holdings Limited LT IDR BB+ New Rating =========== T U R K E Y =========== ARAP TURK: Fitch Hikes Long-Term IDR to 'B+', Outlook Stable ------------------------------------------------------------ Fitch Ratings has upgraded Turkiye Cumhuriyeti Ziraat Bankasi Anonim Sirketi's (Ziraat), Turkiye Vakiflar Bankasi T.A.O.'s (Vakifbank) and Turkiye Sinai Kalkinma Bankasi A.S.'s (TSKB) Long-Term (LT) Foreign-Currency (FC) Issuer Default Ratings (IDRs) to 'BB-' from 'B+'. Fitch has also upgraded the banks' Viability Ratings (VRs) to 'bb-' from 'b+' and affirmed their LT Local-Currency IDRs at 'BB-' and National LT Ratings at 'AA(tur)'. The Outlooks are Stable. Fitch has also upgraded Arap Turk Bankasi A.S.'s (ATB) LT IDRs to 'B+' from 'B', VR to 'b+' from 'b' and National LT Rating to 'A(tur)' from 'A-(tur)'. The Outlooks are Stable. The upgrades reflect Fitch's improved assessment of the Turkish operating environment, as shown by the recent revision of the operating environment score for Turkish banks to 'bb-'/stable from 'b+'/positive. The upgrades also consider the banks' stable business and financial profiles maintained in the context of improved operating conditions. Fitch has upgraded the Government Support Ratings (GSRs) of state-owned Ziraat and Vakifbank, and privately-owned development bank TSKB to 'bb-' from 'b+'. This reflects its assessment of the Turkish authorities' improved ability to support the banking sector in FC, following the sovereign's improved foreign-exchange reserves position. Fitch has also upgraded Ziraat Katilim Bankasi A.S.'s (Ziraat Katilim) support driven LTFC IDR to 'BB-' from 'B+', with a Stable Outlook, following the upgrade of parent bank Ziraat's LT IDR. Key Rating Drivers Ziraat, Vakifbank and TSKB's IDRs and National LT Ratings are driven by their VRs and underpinned by government support. Ziraat, Vakifbank's and TSKB's 'bb-' VRs are one notch above the 'b+' implied VRs, reflecting positive adjustments for their business profiles. The upward revision of its assessment of the Turkish operating environment reflects the normalisation and 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 remain exposed to still high - albeit declining - inflation, slowing economic growth, domestic political volatility and multiple macroprudential regulations, despite simplification efforts. Ziraat and Vakifbank's VRs reflect their strong domestic franchises diversified business profiles and reasonable external market access as the largest state-owned banks in Turkiye, but also below sector average core capitalisation and higher risk profiles. Fitch considers TSKB's standalone credit profile commensurate with Turkish operating environment risks, given its niche policy role and development focus, fairly consistent performance and adequate capitalisation and FC liquidity, balanced by its highly dollarised balance sheet. Ziraat's and Vakifbank's GSRs underline the government's high propensity to provide them with support given their state ownership, systemic importance, policy role (Ziraat) and record of capital support. TSKB's GSR captures its policy role, strategic importance to the state, development lending expertise and the significant share of Turkish Treasury-guaranteed development financial institution funding. ATB's IDRs and National LT Rating are driven by its standalone creditworthiness, as reflected in its VR. The VR reflects its small niche franchise within trade finance and high balance sheet concentration. It also reflects stable but below sector average profitability, contained asset quality risks, adequate capitalisation and stable, but concentrated, funding. ATB's 'no support' GSR reflects Fitch's view that support from the Turkish authorities cannot be relied upon, given the bank's small size and limited systemic importance. In addition, support from ATB's shareholders, while possible, cannot be relied on. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades of Ziraat, Vakifbank and TSKB's IDRs would require a simultaneous downgrade of their VRs and GSRs. All banks' VRs and IDRs are sensitive to a sovereign downgrade or to a weakening in the operating environment. The banks' VRs could also be downgraded due to a material erosion of the banks' FC liquidity buffers, or of their capital buffers, most likely due to asset-quality weakening, if not offset by government support or shareholder support (TSKB). The VRs of Ziraat and Vakifbank are also potentially sensitive to government influence over their management of balance sheets and particularly if this increases pressure on the banks' risk profiles. Ziraat, Vakifbank and TSKB's GSRs are sensitive to a sovereign downgrade and to a weakening in the ability and propensity of the authorities to provide support. The ST IDRs are sensitive to multi-notch downgrade of their respective IDRs. The National Ratings are sensitive to a change in the banks' creditworthiness in LC relative to that of other Turkish issuers. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upside for the VRs of Ziraat, Vakifbank, and TSKB is constrained by the Turkish sovereign rating and exposure to Turkish operating environment risks. An upgrade of the operating environment score, which could only result from a sovereign rating upgrade, could support VR upgrades if combined with these banks' stable financial profiles. An upgrade of the sovereign's IDRs would likely lead to an upgrade of the GSRs and the IDRs. ATB's ratings are primarily sensitive to the strength of its capital (including net of forbearance) and FC liquidity buffers in the context of improved operating environment conditions. A VR upgrade for ATB would also require a strengthening of the bank's business profile. The ST IDRs are sensitive to positive changes in their respective IDRs. An upgrade of ATB's 'no support' GSR is unlikely given its limited systemic importance. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Ziraat's, Vakifbank's and TSKB's senior debt ratings are in line with the banks' IDRs. The subordinated Tier 2 notes' ratings of Ziraat and Vakifbank have been upgraded to 'B' from B-' following the one-notch upgrade of the VR anchor ratings. The subordinated notes' ratings are notched twice from their VR anchor ratings for loss severity, reflecting its expectation of poor recoveries in case of default, in line with Fitch criteria's baseline approach. Vakifbank's and TSKB's AT1 notes have been upgraded by one notch to 'B-' from 'CCC+' due to the upgrade of their anchor ratings. The notes are rated three notches below their VRs, comprising two notches for loss severity, given the notes' deep subordination, and one notch for incremental non-performance risk, given their full discretionary, non-cumulative coupons. In accordance with the Bank Rating Criteria, Fitch has applied three notches from the banks' VRs, instead of the baseline four notches, as their VRs are at the 'BB-' threshold. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The senior unsecured debt ratings are sensitive to changes in their respective IDRs. Ziraat's and Vakifbank's subordinated notes' ratings are sensitive to a change of their respective VR anchor ratings. They are also sensitive to a revision in Fitch's assessment of potential loss severity in case of non-performance. Vakifbank's and TSKB's additional Tier 1 notes' ratings are sensitive to a change in their VRs. The notes' ratings are also sensitive to an unfavourable revision of Fitch's assessment of incremental non-performance risk. SUBSIDIARIES & AFFILIATES: KEY RATING DRIVERS Ziraat Katilim's IDRs are driven by its 'bb-' Shareholder Support Rating (SSR). The SSR reflects its view of support from the parent Ziraat, due to Ziraat Katilim's role as the provider of Islamic banking products (a segment of strategic importance to the authorities) and high, although declining integration, ownership and shared branding. The Outlook on the Ziraat Katilim's LT IDR is Stable, mirroring that on its parent. Ziraat Katilim's senior unsecured sukuk ratings (issued through its SPVs) are in line with the bank's IDRs. SUBSIDIARIES AND AFFILIATES: RATING SENSITIVITIES Ziraat Katilim's IDRs and senior debt ratings are sensitive to a change in its SSR. The SSR is sensitive to a weakening of the ability and propensity of Ziraat to provide support. VR ADJUSTMENTS The operating environment score of 'bb-' for Turkish banks is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The business profile scores of 'bb-' for Ziraat and Vakifbank are below the 'bbb' category implied score due to the following adjustment reason: business model (negative). The asset quality scores of 'b+' for TSKB and ATB are below the 'bb' and 'bbb' category implied scores, respectively, due to the following adjustment reasons: concentrations (negative). The asset quality scores of 'b+' for Ziraat and Vakifbank are below the 'bb' category implied scores due to the following adjustment reason: underwriting standards and growth (negative). The earnings & profitability score of 'bb-' for TSKB is below the 'bbb' category implied score due to the following adjustment reason: revenue diversification (negative). The earnings & profitability score of 'b+' for ATB is below the 'bb' category implied score due to the following adjustment reason: revenue diversification (negative). The capitalisation & leverage score of 'b+' for TSKB and ATB is below the 'bb' category implied score due to the following adjustment reason: size of capital base (negative). The capitalisation & leverage scores of 'b+' for Ziraat and Vakifbank are below the 'bb' category implied score due to the following adjustment reason: leverage and risk weight calculation (negative). The funding & liquidity score of 'b+' for ATB is below the 'bb' category implied score due to the following adjustment reason: deposit structure (negative). The funding & liquidity score of 'bb-' for TSKB is above the 'b & below' category implied score due to the following adjustment reason: non-deposit funding (positive). Public Ratings with Credit Linkage to other ratings Ziraat Katilim's ratings are driven by support from Ziraat. ESG Considerations All (excluding development bank TSKB) The ESG Relevance Score for Management Strategy of '4' reflects an increased regulatory burden on all Turkish banks. Management 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 the banks' credit profiles and is relevant to the banks' ratings in combination with other factors. State-owned Turkish banks In addition, the state-owned commercial banks - Ziraat, Vakifbank and Ziraat Katilim - have ESG Relevance Scores of '4' for Governance Structure due to potential government influence over their boards' effectiveness and management strategy in the challenging Turkish operating environment, which has a negative impact on the banks' credit profiles and is relevant to the ratings in conjunction with other factors. Islamic Banks (Ziraat Katilim) Ziraat Katilim's ESG Relevance Score of '4' for Governance Structure also reflects its Islamic banking nature where its operations and activities need to comply with sharia principles and rules, which entails additional costs, processes, disclosures, regulations, reporting and sharia audit. This has a negative impact on its credit profile and is relevant to the ratings in conjunction with other factors. Ziraat Katilim also has an ESG Relevance Score of '3' for Exposure to Social Impacts, above sector guidance for an ESG Relevance Score of '2' for comparable conventional banks, which reflects that Islamic banks have certain sharia limitations embedded in their operations and obligations, although this only has a minimal credit impact on Islamic banks. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Ziraat Katilim Varlik Kiralama A.S. senior unsecured LT BB- Upgrade B+ Turkiye Cumhuriyeti Ziraat Bankasi Anonim Sirketi LT IDR BB- Upgrade B+ ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Government Support bb- Upgrade b+ senior unsecured LT BB- Upgrade B+ subordinated LT B Upgrade B- senior unsecured ST B Affirmed B Ziraat Katilim Bankasi A.S. LT IDR BB- Upgrade B+ ST IDR B Affirmed B Shareholder Support bb- Upgrade b+ Ziraat Katilim MTN Limited senior unsecured LT BB- Upgrade B+ senior unsecured ST B Affirmed B Turkiye Vakiflar Bankasi T.A.O. LT IDR BB- Upgrade B+ ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Government Support bb- Upgrade b+ senior unsecured LT BB- Upgrade B+ subordinated LT B Upgrade B- subordinated LT B- Upgrade CCC+ senior unsecured ST B Affirmed B Arap Turk Bankasi 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 Turkiye Sinai Kalkinma Bankasi A.S. LT IDR BB- Upgrade B+ ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Government Support bb- Upgrade b+ senior unsecured LT BB- Upgrade B+ subordinated LT B- Upgrade CCC+ senior unsecured ST B Affirmed B [] Fitch Ups Foreign-Currency IDRs to 'BB-' on Three Turkish Banks ------------------------------------------------------------------ Fitch Ratings has upgraded Turkiye Halk Bankasi A.S. (Halk), Turkiye Emlak Katilim Bankasi A.S. (Emlak Katilim) and Vakif Katilim Bankasi A.S. (Vakif Katilim)'s Long-Term Foreign-Currency (LTFC) Issuer Default Ratings (IDRs) to 'BB-' from 'B+'. The Outlooks are Stable. Their Government Support Ratings (GSRs) have been upgraded to 'bb-' from 'b+'. The GSRs of three privately owned systemically important banks, Turkiye Is Bankasi A.S. (Isbank), Akbank T.A.S. (Akbank) and Yapi ve Kredi Bankasi A.S. (YKB) have also been upgraded to 'b' from 'b-'. The upgrades of the banks' GSRs reflect Fitch's view of the Turkish authorities' improved ability to support the banking sector in FC, following the improvement in the sovereign's foreign-exchange (FX) reserves position. All other ratings are unaffected by the rating actions. Key Rating Drivers The Long-Term IDRs of Halk, Emlak Katilim and Vakif Katilim are driven by their 'bb-' GSRs, reflecting their state ownership, the record of capital support and systemic importance in the case of Halk. The Short-Term (ST) IDRs have been affirmed at 'B', which is the only possible option for 'BB-' LTFC IDRs. The 'b' GSRs of Akbank, Isbank and YKB, two notches below the sovereign LT IDR, reflect the limited probability of support from Turkish authorities, despite their systemic importance. This factors in Turkiye's constrained financial flexibility to provide support and the banks' private ownership. Their Long-Term IDRs are driven by their standalone profiles, as captured by their 'bb-' Viability Ratings, and the GSR upgrades have no impact on their IDRs. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade All banks' GSRs are sensitive to a sovereign downgrade and to a weakening in the ability and propensity of the authorities to provide support. The LT IDRs of Halk, Emlak Katilim and Vakif Katilim are sensitive to negative changes in their GSRs. Their ST IDRs are sensitive to multi-notch downgrade of their respective IDRs. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of the sovereign's IDRs would likely lead to an upgrade of Halk, Emlak Katilim and Vakif Katilim's GSRs and LT IDRs. Their ST IDRs are sensitive to a multi-notch upgrade of their respective LT IDRs. The private banks' 'b' GSRs are sensitive to a strengthening in the sovereign's ability and propensity to provide support to the banks in FC. ESG Considerations All The ESG Relevance Score for Management Strategy of '4' reflects an increased regulatory burden on all Turkish banks. Management 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 the banks' credit profiles and is relevant to the banks' ratings in combination with other factors. State-owned Turkish banks In addition, the state-owned commercial banks - Emlak Katilim and Vakif Katilim - have ESG Relevance Scores of '4' for Governance Structure due to potential government influence over their boards' effectiveness and management strategy in the challenging Turkish operating environment, which has a negative impact on the banks' credit profiles, and is relevant to the ratings in conjunction with other factors. Halk has an ESG Relevance Score of '5' for Governance Structure, reflecting the high legal risk of a large fine. It also considers potential government influence over the board's effectiveness in the challenging Turkish operating environment. Halk has an ESG Relevance Score of '4' for Management Strategy also due to potential government influence over its management strategy in the challenging Turkish operating environment, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Islamic Banks (Emlak Katilim and Vakif Katilim) Islamic banks' ESG Relevance Score of '4' for Governance Structure also reflects their Islamic banking nature where their operations and activities need to comply with sharia principles and rules, which entails additional costs, processes, disclosures, regulations, reporting and sharia audit. This has a negative impact on their credit profiles and is relevant to the ratings in conjunction with other factors. Islamic banks have an ESG Relevance Score of '3' for Exposure to Social Impacts, above sector guidance for an ESG Relevance Score of '2' for comparable conventional banks, which reflects that Islamic banks have certain sharia limitations embedded in their operations and obligations, although this only has a minimal credit impact on Islamic banks. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Turkiye Emlak Katilim Bankasi A.S. LT IDR BB- Upgrade B+ ST IDR B Affirmed B Government Support bb- Upgrade b+ AKBANK T.A.S. Government Support b Upgrade b- Turkiye Is Bankasi A.S. Government Support b Upgrade b- Vakif Katilim Bankasi A.S. LT IDR BB- Upgrade B+ ST IDR B Affirmed B Government Support bb- Upgrade b+ Turkiye Halk Bankasi A.S. LT IDR BB- Upgrade B+ ST IDR B Affirmed B Government Support bb- Upgrade b+ Yapi ve Kredi Bankasi A.S. Government Support b Upgrade b- =========================== U N I T E D K I N G D O M =========================== AIR KILROE: RSM UK Appointed as Joint Administrators ---------------------------------------------------- Air Kilroe Limited, trading as Eastern Airways, entered administration in the High Court of Justice, Business and Property Courts in Leeds, Court Number CR-2025-001067. James Miller and Gareth Harris of RSM UK Restructuring Advisory LLP were appointed as joint administrators on Nov. 6, 2025. Its registered office is at C/o Bissell & Brown, Charter House, 56 High Street, Sutton Coldfield, B72 1UJ. Its principal trading address is Fosse House, Schiphol Way, Humberside International Airport, Kirmington, Ulceby, South Humberside, DN39 6GB. The joint administrators can be reached at: James Miller Gareth Harris RSM UK Restructuring Advisory LLP Central Square, 5th Floor, 29 Wellington Street Leeds, LS1 4DL Correspondence address & contact details of case manager: Kirsty Baillie RSM Restructuring Advisory LLP Central Square, 5th Floor, 29 Wellington Street, Leeds, LS1 4DL Tel: 0113 285 5000 Alternative contact: The Joint Administrators Tel: 0113 285 5000 ANOTECH ENERGY: Teneo Financial Appointed as Joint Administrators ----------------------------------------------------------------- Anotech Energy Global Solutions Limited entered into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2025-007654. Robert Scott Fishman and Stephen Roland Browne of Teneo Financial Advisory Limited were appointed as joint administrators on Nov. 12, 2025. The company offers management consultancy services other than financial management. Its registered office is at C/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT. Its principal trading address is Saffron House, 6-10 Kirby Street, London, EC1N 8TS. The joint administrators can be reached at: Robert Scott Fishman Stephen Roland Browne Teneo Financial Advisory Limited The Colmore Building, 20 Colmore Circus Queensway Birmingham, B4 6AT For further details, contact: The Joint Administrators Tel: +44 121 619 0120 Email: alia.khan@ten Alternative contact: Alia Khan ANTLER MORTGAGE 1: Moody's Assigns B3 Rating to GBP18.18MM F Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by Antler Mortgage Funding 1 PLC: GBP1783.91M Class A1 Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned Aaa (sf) GBP111.35M Class A2 Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned Aaa (sf) GBP161.35M Class B Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned Aa2 (sf) GBP93.17M Class C Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned A2 (sf) GBP43.18M Class D Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned Baa2 (sf) GBP52.27M Class E Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned Ba3 (sf) GBP18.18M Class F Mortgage Backed Floating Rate Notes due February 2068, Definitive Rating Assigned B3 (sf) Moody's have not assigned ratings to the subordinated GBP9.09M Class G Mortgage Backed Floating Rate Notes due February 2068 or the GBP45.27M Class R Floating Rate Notes due February 2068. The Class R Notes are not backed by collateral and are repaid from available excess spread after payments of interest and PDL on other Notes. RATINGS RATIONALE The portfolio backing this transaction consists of first ranking owner-occupied mortgage loans advanced to prime borrowers and secured by residential properties located in England, Wales and Scotland. The loans were originated by National Westminster Bank Plc (NatWest) (Aa3(cr) & P-1(cr); A1 & P-1 deposit rating). On the closing date NatWest will sell the portfolio to Antler Mortgage Funding 1 PLC. The portfolio of assets amount to approximately GBP2,272.5 million as of August 31, 2025, being the pool cut-off date. The total credit enhancement for the Class A Notes will be 22.13%. The proceeds of the Class R Notes will be used to fund the general and liquidity reserves. The proceeds of the Class A and Class G Notes (the collateralised Notes) will be used to purchase the portfolio. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. According to us, the transaction benefits from various credit strengths such as a granular portfolio, a strong originator, and two amortising reserve funds (a general reserve fund sized at 2.0% of the Class A1-F Notes balance minus the liquidity reserve, and a liquidity reserve fund sized at 1.5% of the Class A1-B Notes). The general reserve fund provides credit enhancement for Classes A1-F and will stop amortising if the Notes are not called on the first optional redemption date. The liquidity reserve fund provides liquidity support for Classes A1-B and is available to cover senior expenses. Moody's notes that the transaction features some credit challenges such as higher delinquencies than the UK prime market, and higher than average LTVs. Various mitigants have been included in the transaction structure such as sufficient and accessible liquidity. Moreover, there is a principal to pay interest mechanism for Classes A1 in any case, and for Classes A2-F when they are the most senior outstanding Note (depending on PDL levels). Moody's determined the portfolio lifetime expected loss of 2.3% and Aaa MILAN Stressed Loss of 13.2% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and MILAN Stressed Loss are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. The portfolio expected loss is 2.3%: which is higher than the comparable transactions in UK prime RMBS sector and has been determined by considering (i) the portfolio characteristics including the weighted average current loan-to-value (CLTV) of 78.9%; (ii) the high percentage of loans in arrears in the portfolio; (iii) benchmarking with similar securitised portfolios; and (iv) the current macroeconomic environment in the UK. The MILAN Stressed Loss for this pool is 13.2% and is higher with the comparable transactions in UK prime RMBS sector. It takes into account (i) the current LTV of 78.9% which is higher than the sector average; (ii) borrower characteristics such as 13.1% self-employed and 4.0% help to buy; (iii) prior adverse credit such as 0.7% of primary borrowers with CCJs and 3.6% of primary borrowers with IVA; (iv) the high portion of loans in arrears at 31.8% and high portion of restructured loans at 13.0%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Please see Residential Mortgage-Backed Securitizations methodology for further information on Moody's analysis at the initial rating assignment and the on-going surveillance in RMBS. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Factors that would lead to an upgrade of the ratings include: (i) significantly better than expected performance of the pool together with an increase in credit enhancement of Notes; or (ii) a deleveraging of the capital structure. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. ARDEN BIDCO: Fitch Assigns 'B' Long-Term IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned Arden Bidco Limited a final Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook. Fitch has also assigned a final rating of 'B+' with a Recovery Rating of 'RR3' to Arden's term loan B (TLB). The IDR is constrained by Arden's small scale, business concentration in the UK and high leverage following its leveraged buyout. The rating is supported by resilient revenue growth, an EBITDA margin above 30% and positive free cash flow (FCF). The Stable Outlook reflects its expectation that the group will maintain strong growth in student numbers, supported by demand from mature students and rising adoption of digital learning. Fitch expects this to support EBITDA growth, a healthy FCF margin and leverage within rating sensitivities. Key Rating Drivers Change of Ownership Finalised: Brightstar Capital Partners LP's acquisition of a 50% stake in Arden was completed on 13 October 2025. The transaction is a 50/50 partnership with the current owners, Global University Systems Holding B.V. (B/Rating Watch Positive). The acquisition was partly funded by a new GBP530 million-equivalent term loan B (TLB) split between euro and sterling loans, with the rest funded by equity and a small investor note with equity-like terms. High Leverage Post Leveraged Buyout: EBITDAR gross leverage after acquisition at 5.8x based on FY25 EBITDA (financial year ending May 2025). Forecast earnings growth and FCF generation provide scope to increase rating headroom and support deleveraging. However, in the absence of a formal leverage target, the adoption of aggressive shareholder distributions or inorganic growth investments could limit financial flexibility. Limited Scale and Diversification: Arden's modest scale, single-market focus and high 95% concentration of domestic students heightens earnings sensitivity to domestic policy changes and competition. Private providers account for only 5% of total UK higher education enrolments, with Arden's market share at 0.9%. Furthermore, domestic students are typically funded by UK student loans and tuition fees are capped, whereas there are no caps on international students. Any change in student loan funding criteria or adjustments to tuition caps could disproportionately affect Arden's earnings compared with more diversified peers. Scalable Delivery Model: Growth has been rapid to date, with student intake rising at a 25% CAGR in FY22-FY25, versus a 7% CAGR in UK enrolments of students aged over 21 from 2020 to 2024. Arden is well positioned to capture demand in a growing addressable market. In addition, the scalable nature of its platform and rising number of campuses should enable operating leverage, supported by predictable, recurring revenue streams, with approximately 77% of its student base on three-to-four year courses with stable completion rates. Full-Time International Growth: Arden has recently been granted full sponsorship rights. It aims to diversify revenue by boosting enrolments of full-time international students, forecasting their proportion to exceed 15% by FY30. While the UK remains attractive to international students seeking career-focused degrees and work opportunities in major cities, Fitch believes the strategy could face operational challenges. Scaling face-to-face provision will likely require additional academic and support staff, and tighter quality assurance and admissions controls to maintain student outcomes and protect the sponsor licence. Strong Profit Margin: Arden generates an EBITDA margin in excess of 30%, supported by its scalable, digital-first delivery model and lean physical infrastructure. Arden owns 100% of its course content and intellectual property, enabling it to avoid costly validation arrangements with other universities. Fitch expects its EBITDA margin to stay strong, aided by operational leverage from increased student volume, with fixed business-support costs making up around 16% of operating costs, further cost efficiencies from offshoring activities and the ramp-up of full-time international student enrolments, which attract higher tuition fees. Favourable Demographics: Arden benefits from structurally supportive UK higher education demographics, with rising participation rates and an underserved adult learner population; approximately 3.3 million UK adults aged over 25 - Arden's target market - only hold a high school diploma. The company's flexible online and blended delivery model aligns with the needs of working professionals and mature students and those seeking non-traditional study paths, offering accessibility and convenience. Mixed but Improving Regulatory Outcomes: The UK higher education sector faces increasing regulatory scrutiny and ongoing policy changes. Failure to navigate these challenges could lead to restricted access to public funding, reputational damage or the loss of university title or degree-awarding power. Arden's notice to improve was issued due to outcomes in continuation and graduate employment rates falling below recommended thresholds, but has since strengthened governance, enhanced data monitoring and increased enrolment scrutiny. This has improved key metrics, which Fitch expects to meet threshold requirements by the next assessment in 2028. TDAP Status Enhances Competitive Position: Arden is one of only six private providers in the UK with Taught Degree Awarding Power (TDAP) and university status, distinguishing it from most other private providers, which rely on partnerships with traditional universities. This autonomy allows Arden to design, deliver and accredit its own programmes, supporting faster programme innovation, and removes restrictions on student numbers, allowing for greater scalability. University status also enhances brand recognition and student trust, particularly among international applicants: a targeted growth area for Arden. Peer Analysis Arden benefits from strong revenue growth and a highly scalable, capital-light digital delivery model that provides the accessibility and flexibility to capture underserved non-traditional mature learners. This model supports structurally higher EBITDA margins and recurring, highly cash-generative tuition revenue with metrics that compare favourably to Fitch-rated education provider peers. Publicly rated peers, Global University Systems Holding B.V. (B/RWP) and Lernen Bidco Limited (Cognita, B/Stable), benefit from much larger scale, with revenue around 4x greater than at Arden. The peers are also more diversified geographically and by brand, which spreads regulatory risk. In addition, inelastic demand for premium K-12 education and long-term enrolments provides more revenue stability for Cognita. Arden's EBITDA margin exceeds 30%, which is at the top-end of 'B' rated peers. Initial leverage is high, but the company has stronger deleveraging capacity versus peers, with a high pre-dividend FCF margin that Fitch expects to return to double-digit levels following the completion of capex for campus expansion after FY26. Key Assumptions - Revenue growth of around 27% in FY25, driven by strong student growth and fee increases in the blended learnings UK segment. Annual revenue growth to decline to low single digits in FY26 as student growth is offset by a much lower fee cap for foundation courses, before returning to around 13% in FY27-FY29 on student growth across all segment and flat fees - Strong working capital inflow in FY25, due to a large increase in revenue driven by the upfront nature of tuition fees. Inflow to moderate to neutral in FY26 on lower revenue growth, before settling at around 1.0%-1.5% of revenue as revenue growth returns - EBITDA margin to remain in the mid-30% range between FY25 and FY29, supported by a largely fixed cost base and continued business stability - Annual capex to average GBP13 million between FY25 and FY29 - Shareholder distributions of GBP15 million for FY27, GBP20 million for FY28 and GBP25 million for FY29 Recovery Analysis The recovery analysis assumes that Arden would be reorganised as a going concern in bankruptcy rather than liquidated. Fitch assumes a 10% administrative claim. Fitch estimates going concern EBITDA at GBP70 million, reflecting its view of a sustainable, post-reorganisation EBITDA on which Fitch bases the group's valuation. This may be driven by weaker operating performance, an inability to increase student numbers, lower utilisation rates or adverse regulatory changes. Fitch applies an enterprise value multiple of 5.5x to going concern EBITDA to calculate a post-reorganisation valuation. The reflects Arden's good market position, high margin and solid growth prospects, with medium-term revenue visibility. This is balanced by the group's small scale and geographic concentration in comparison with Fitch-rated education sector peers. Fitch estimates senior debt claims at GBP575 million, including the GBP45 million senior secured revolving credit facility and GBP530 million equivalent senior secured TLB. Its waterfall analysis generates a ranked recovery for Arden's TLB equivalent to a Recovery Rating of 'RR3', leading to a 'B+ ' rating, one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Operational underperformance or more aggressive shareholder distributions or debt-funded acquisitions, which lead to EBITDAR leverage above 6.0x on a sustained basis - EBITDAR fixed-charge coverage below 2.5x on a sustained basis - Inability to increase student numbers with a lower overall utilisation rate and adverse regulatory changes leading to an EBITDA (after leases) margin consistently below 30% - Sustained neutral or negative FCF margin Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of growth strategy, with improved operating scale or geographic diversification - EBITDAR leverage remaining below 4.5x on a sustained basis, including clarity on capital allocation from management that would keep leverage structurally below this level - Consistently positive mid-single-digit FCF margin Liquidity and Debt Structure Arden has, following the TLB transaction, about GBP3 million cash balance and a new undrawn GBP45 million revolving credit facility with a maturity of 6.5 years, which Fitch deems to be sufficient liquidity. Expected positive FCF generation provides an additional cushion to the company's liquidity position. Arden will have GBP530 million equivalent of debt, consisting of senior secured TLBs. The maturity of this facility is seven years; therefore, the company will have no material scheduled debt repayments until 2032. Issuer Profile Arden is an accredited, UK-based university that offers undergraduate and postgraduate programmes through both blended (in-person/virtual learning) and distance (online) learning. 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 ----------- ------ -------- ----- Arden Bidco Limited LT IDR B New Rating B(EXP) senior secured LT B+ New Rating RR3 senior secured LT B+ New Rating RR3 B+(EXP) BELL LAX: Leonard Curtis Appointed as Joint Administrators ---------------------------------------------------------- Bell Lax Limited was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Company & Insolvency List (ChD), Court Number CR-2025-MAN-001502. Mike Dillon and Hilary Pascoe of Leonard Curtis were appointed as joint administrators on Nov. 11, 2025. Bell Lax is a company of solicitors. Its registered office and principal trading address is at 5 Emmanuel Court, Mill Street, Sutton Coldfield, B72 1TJ. The joint administrators can be reached at: Mike Dillon Hilary Pascoe Leonard Curtis Riverside House, Irwell Street Manchester, M3 5EN For further details, contact: The Joint Administrators Tel: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Sidhra Qadoos BHNK 1 LIMITED: Turpin Barker Appointed as Administrators --------------------------------------------------------- BHNK 1 Limited entered administration in the High Court of Justice, Court Number CR-2025-007823. The company operates as a dispensing chemist in specialized stores. Its registered office is at 10 Norman Road, Walsall, England, WS5 3QJ. Its principal trading address is St Mary St, Risca, Newport NP11 6YS; 6 Ermington Crescent, Castle, Bromwich B36 8AP; Adj Williton Surgery, Robert Street, Williton, Taunton TA4 4QE; 37 Whitecross Road, Weston-Super-Mare, Bristol, BS23 1EN; Rockwood Hill Road, Greenside, Ryton, Newcastle Upon Tyne, NE40 4AX; 6 Market Square, South Petherton, TA13 5BT; 48-50 Main Street, Sedbergh LA10 5BL; 2-3 The Square, Holsworthy, Exeter EX22 6DL; 1 and 3 Caen Street, Braunton, EX33 1AA; 7 Friday Street, Minehead, TA24 5UB. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk EG GROUP: Fitch Affirms 'B' Long-Term IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed EG Group Limited's Long-Term Issuer Default Rating (IDR) at 'B' with Stable Outlook. Fitch has also affirmed its senior secured debt, issued by EG Finco Limited, EG Global Finance plc, EG America LLC, at 'B+' with a Recovery Rating of 'RR3'. The affirmation reflects EG Group's still high EBITDAR leverage in 2025 and weak, but improving, fixed charge coverage metrics. This is balanced by the company's 'BB' category business profile with good diversification across geographies and contribution from the fuel and non-fuel segments. Proceeds from its announced Italian and Australian operation sales will be applied towards debt reduction, gradually improving EBITDAR leverage and fixed charge coverage, underlining a financial policy committed to deleveraging. Metrics improvements are, however, also dependent on a recovery from its weak 1H25 US trading performance. The Stable Outlook continues to be supported by EG Group's satisfactory available liquidity and flexibility in growth capex. Key Rating Drivers Divestitures to Further Reduce Debt: EG Group announced in August the sale of their Italian operations to a consortium of Italian operators with completion expected in 4Q25 and the sale of its Australian operations to Ampol, a listed Australian petroleum company, with anticipated completion by mid-2026. EG has committed to use the approximately USD1.1 billion proceeds to lower its debt, while disposals will lower EBITDA by USD156 million. EG Group anticipates all debt repayments to take place throughout 2026, following each deal completion, and to a lesser extent, when the company may dispose the Ampol shares, valued at AUD250 million at the time of the deal announcement, received as part of the sale. Fitch projects these transactions should drive leverage reduction to 6x by 2027. Fitch anticipates 2026 leverage at 6.1x, adjusting for the mid-year impact of the Australia disposal. Weak 2025 Profitability to Improve: Fitch expects a slight decrease of EBITDA in 2025 compared with its previous forecast of an 8% increase, following weak performance in 1H25, with the like-for-like decline in retail revenue and fuel volumes in the US. Fitch expects the US revenue to return to growth in 2026, as management focus on increasing footfall with a competitive fuel pricing strategy. Fitch also assumes the gradual increase of food service offering will drive margin up by 30bp by 2028. Fitch also expects a material EBITDA margin improvement to 4.6% following the divestiture of its predominately fuel operations in Italy and Australia. Improving Coverage Metrics in 2028: Fitch still forecasts weak EBITDAR fixed-charge coverage of 1.6x on average over 2025-2028, a slight improvement from its previous 1.5x assumption. However, fixed charge coverage may rise to 1.7x and 1.8x, respectively, in 2027 and 2028, due to much lower interest expenses. This is because the anticipated timing of the Australia divestiture completion in mid-2026 will coincide with the first call date on its high-coupon senior secured notes. Moderate Leverage Reduction: Fitch expects EG Group's gross adjusted EBITDAR leverage to reduce gradually from anticipated 6.3x, pro forma for debt repayment with the Italian operations sale proceeds, at end-2025, to 6x by 2027 as debt is repaid and EBITDA margin improves, mitigating part of the EBITDA decline from disposals. Negative FCF to 2026: Fitch forecasts that free cash flow (FCF) generation will be negative in 2026, affected by the repayment of the bulk of the agreed 2020 tax deferrals to 2027. Fitch expects overall positive FCF, excluding these payments, of USD50 million-100 million a year. Lower earnings following disposals are offset by lower interest expense and capex. Fitch forecasts annual capex of USD250 million-280 million for 2025-2028, which is USD70 million-100 million lower than previously anticipated. Commitment to Deleverage: Fitch expects EG Group to focus on further deleveraging towards its medium-term net debt/EBITDA (pre IFRS16) target of 4.5x, supported by management's public commitment to debt reduction and flexibility in materially lower maintenance capex versus the total capex budget. Fitch anticipates net leverage EBITDA, as defined by the company, to reach 5.2x in 2027, following full repayment of debt with divestiture proceeds. The metric factors in the current US dollar weakness relative to the euro compared with 2024. Diversified, Large-Scale Operator: EG Group's rating remains supported by its scale and diversification. Fitch assesses its scale at a high 'bb', even after the Australian and Italian business disposals. The company is a leading petrol filling station, convenience retail and foodservice operator, with good geographic diversification, although reduced by the planned disposals. The US will contribute to 51% of EBITDA and Europe 49%, after adjusting for disposals. Its product and service diversification is solid, with non-fuel activities contributing around half of gross profit. Peer Analysis Most of EG Group's business is broadly comparable with that of peers in Fitch's food/non-food retail portfolio, although its company-owned and -operated business model should provide more flexibility and profitability. EG Group can be compared with UK motorway services group Moto Ventures Limited and, to a lesser extent, with emerging-market, vertically integrated oil product storage/distributor/petrol fuel station operators, such as Puma Energy Holdings Pte. Ltd (BB/Stable) and Vivo Energy Ltd. (BBB-/Stable). EG Group is larger and more geographically diversified, with exposure to nine markets, including the US and western Europe countries, versus Moto's concentration in the UK, although the latter is strategically positioned in more protected motorway locations. Moto benefits from a robust business model with a long-dated infrastructure asset base and the less discretionary nature of motorway customers, enabling it to generate higher EBITDAR margin than EG Group. Both companies invest to increase their exposure to higher-margin convenience and foodservice operations. Puma's and Vivo's ratings are restricted by their concentration in emerging markets, which limits the quality of cash flow available to service debt at the holding company level. EG Group has higher profitability than Vivo and Puma, due to its materially higher share of revenue from non-fuel activities. Key Assumptions - Annual fuel volumes of about 14.8 billion litres in 2025, before falling to just over 12 billion litres in 2026 following the two disposals - Improving fuel gross margin by 50bp by 2027, reflecting disposals - Grocery and food services revenues to decline 6% in 2025, driven by the US and full impact of 2024 rationalisation, with over 100bp gross margin reduction. Disposals will drive revenue decline over 24%. Revenue - pro-forma for disposals - up 1.6% a year on average and a 20bp-30bp improvement a year in gross margin - Growth of the EBITDA margin, pro-forma for disposals, to 4.6% in 2025, and to 4.9% by 2028 due to increased food services offering - Deferred tax related cash outflows totaling USD200million in 2025-2026 - Stable net working capital - Annual capex of USD250 million-275 million -Completion of disposal of Italy in 4Q25 and Australia in mid-2026 - Term loan repayment in early 2026 with proceeds from the Italian disposal - Senior notes repayment in 2026 with cash proceeds from the Australian sale, with further repayment towards end-2026 with anticipated Ampol share divestiture, paired with potential prepayment premium - Interest charges decreasing to around USD360 million in 2028, from around USD510 million in 2025, following debt repayments - No further M&A in the next four years - No dividends for the next four years Recovery Analysis Under its bespoke recovery analysis, higher recoveries would be realised by preserving the business model as a going-concern (GC), reflecting EG Group's structurally cash-generative business. The value from EG Group's site ownership is backed by reasonable assets, but the real value to creditors comes from such assets being operational rather than liquidated. Fitch assumes EG Group's GC EBITDA at USD800 million, reflecting its view of a sustainable post-reorganisation EBITDA level on which Fitch bases the enterprise valuation (EV). Distress is likely to materialise from a deterioration of traffic on the company's sites, not adequately compensated by price increases and adversely affecting revenues and EBITDA margin. Fitch believes that a 5.5x multiple reflects a conservative view of the weighted-average value of EG Group's portfolio in distress. Under its criteria, Fitch assumes EG Group's revolving credit facility (RCF) and letter of credit facilities to be fully drawn or claimed. Fitch deducts 10% from EV for administrative claims. Its waterfall analysis generates a ranked recovery for the senior secured facilities in the 'RR3' band, indicating a 'B+' instrument rating, one notch up from the IDR. It incorporates debt as of August 2025: EUR1.5 billion and USD1.8 billion term loans B, EUR468 million and USD1.1 billion of senior secured notes, USD500 million of floating-rate notes, its RCF and letters of credit facility, all ranking equally among themselves. Fitch expects ranked recovery, after further planned debt reduction in 2025 and 2026 Italian and Australian divestiture, to remain within the current 'RR3' band, as debt repayments are paired with a decrease of GC EBITDA. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Continued performance deterioration leading to a materially weaker EBITDA - EBITDAR leverage remaining above 7.0x on a sustained basis - EBITDAR fixed-charge cover consistently below 1.5x - Negative FCF margins leading to eroded liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained revenue and EBITDA expansion plus improving operating margins - Continued commitment to a financial policy conductive to EBITDAR leverage reducing comfortably below 6.0x on a sustained basis - EBITDAR fixed-charge cover approaching 2.0x on a sustained basis - Modestly positive FCF margins Liquidity and Debt Structure Fitch expects Fitch-calculated available liquidity of about USD140 million, excluding cash proceeds from the Italian operation sale, at end-2025 after restricting USD120 million of cash for intra-year working capital purposes and including undrawn RCF availability of about USD98 million. The RCF matures in August 2027, while all other debt matures in 2028. Issuer Profile EG Group is a leading global petrol filling station, convenience store and foodservice operator in nine developed markets. Summary of Financial Adjustments Fitch excludes variable leases from rental lease payment for peer comparison. 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 ----------- ------ -------- ----- EG Global Finance plc senior secured LT B+ Affirmed RR3 B+ EG Finco Limited senior secured LT B+ Affirmed RR3 B+ EG America LLC senior secured LT B+ Affirmed RR3 B+ EG Group Limited LT IDR B Affirmed B ES RECRUITMENT: Kantara Restructuring Appointed as Administrator ---------------------------------------------------------------- ES Recruitment UK Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies, No CR-2025-007791. Anthony Murphy of Kantara Restructuring Limited was appointed as administrator on November 6, 2025. Its registered office and principal trading address is at Richmond House, 1st Floor, 105 High Street, West Sussex, Crawley, RH10 1DD. The administrator can be reached at: Anthony Murphy Kantara Restructuring Limited Fox Court, 14 Grays Inn Road, London, WC1X 8HN Telephone: 0207 317 9160 Optional alternative contact name: Jose Casal LAW ABSOLUTE: Cowgills Appointed as Joint Administrators -------------------------------------------------------- Law Absolute Limited entered into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number CR2025MAN001528. Craig Johns and Jason Mark Elliott of Cowgills Limited were appointed as joint administrators on Nov. 10, 2025. The company is a temporary employment agency. Its registered office is at c/o Cowgills Limited, Fourth Floor Unit 5B, The Parklands, Bolton, BL6 4SD. Its principal trading address is Queens House, 55-56 Lincoln's Inn Fields, London, WC2A 3LJ. The joint administrators can be reached at: Craig Johns Jason Mark Elliott Cowgills Limited Fourth Floor Unit 5B, The Parklands Bolton, BL6 4SD Tel: 0161 827 1200 For further information, contact: Keeley Lord Fourth Floor Unit 5B, The Parklands, Bolton, BL6 4SD Tel: 0161 827 1200 Email: Keeley.Lord@cowgills.co.uk LP EIGHTY FOUR: Turpin Barker Appointed as Administrators --------------------------------------------------------- LP SD Eighty Four Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007819. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Pharmacy, Raj Medical Centre, Laceby Road, Grimsby, DN34 5LP. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP FIFTY ONE: Turpin Barker Appointed as Administrators ------------------------------------------------------- LP SD Fifty One Limited entered administration in the High Court of Justice, Court Number CR-2025-007822. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Highbridge Medical Centre, Off Pepperall Road, Highbridge, TA9 3YA; 37 Whitecross Road, Weston-Super-Mare, BS23 1EN; Baytree House, Townsend Road, Minehead, Somerset, TA24 5RG; Adj Williton Surgery, Robert Street, Williton, Somerset, TA4 4QE. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP FIFTY THREE: Turpin Barker Appointed as Administrators --------------------------------------------------------- LP SD Fifty Three Limited entered administration in the High Court of Justice, Court Number CR-2025-007818. The company operates as a dispensing chemist in specialised stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Unit 1, 4 Diadem Grove, Bilton, Hull, East Riding Of Yorkshire, HU9 4AL; Brayford Quays, Newland, Lincoln, Lincolnshire, LN1 1YA; Unit 1, Kings Parade, King Street, Cottingham, HU16 5QQ. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk TOMATO ENERGY: Alvarez & Marsal Appointed as Joint Administrators ----------------------------------------------------------------- Tomato Energy Limited entered administration in the High Court of Justice, Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number CR-2025-LDS-001094. Paul Berkovi and Robert Croxen of Alvarez & Marsal Europe LLP were appointed as joint administrators on Nov. 10, 2025. The company is involved in the trade of electricity. Its registered office is at Devonshire Business Centre, Aviary Court, Wade Road, Basingstoke, RG24 8PE. Its principal trading address is Belvedere House, Basing View, Basingstoke, RG21 4HG. The joint administrators can be reached at: Paul Berkovi Robert Croxen Alvarez & Marsal Europe LLP Suite 3, Avery House 69 North Street Brighton, BN41 1DH Tel: +44 (0) 20 7715 5200 For further information, contact: Ariane Bardonnet Alvarez & Marsal Europe LLP Tel: +44 (0) 20 7715 5200 Email: INS_TOAMEL@alvarezandmarsal.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. 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