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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, December 16, 2025, Vol. 26, No. 250

                           Headlines



G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable


G E R M A N Y

ADMIRAL BIDCO: Fitch Assigns 'B' Long-Term IDR, Outlook Positive


I R E L A N D

ARES EUROPEAN XVII: S&P Assigns B- (sf) Rating to Class F-R Notes
CVC CORDATUS VII: Fitch Assigns 'B-sf' Final Rating to F-R-R Notes
RRE 17: S&P Assigns BB- (sf) Rating to Class D-R Notes
SILVER POINT 1: Fitch Assigns 'B-sf' Final Rating to Class F Notes


I T A L Y

BENDING SPOONS: Moody's Hikes CFR to B1, Alters Outlook to Stable


S P A I N

RMBS SANTANDER 6: Moody's Ups Rating on EUR720MM B Notes from B3


S W I T Z E R L A N D

TRANSOCEAN LTD: Wins $130MM Australia Contract for Deepwater Skyros


U K R A I N E

NAFTOGAZ: Fitch Affirms 'CC' Long-Term Issuer Default Rating


U N I T E D   K I N G D O M

AEROPAIR LTD: Opus Restructuring Appointed as Joint Administrators
ASP WOLVERHAMPTON: Springfields Appointed as Administrator
GH PROPERTY: Grant Thornton Appointed as Joint Administrators
GLOBAL ACADEMIC: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
HETTON SOCIAL: KBL Advisory Appointed as Administrators

IONX NETWORKS: Teneo Financial Appointed as Joint Administrators
JL20 RESTAURANTS: Turpin Barker Appointed as Administrators
MEAT GUYZ: FRP Advisory Appointed as Joint Administrators
TRANS-CONTINENTAL GROUP: RSM UK Appointed as Administrators
TULLOW OIL: Moody's Cuts CFR to Ca & Senior Secured Notes to Caa3

WARWICK WARD: Interpath Advisory Appointed as Joint Administrators
WHITWELL HALL: Parker Andrews Appointed as Administrators

                           - - - - -


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G E O R G I A
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GEORGIAN RAILWAY: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed JSC Georgian Railway's (GR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) 'BB-'. The
Outlook is Stable.

The affirmation reflects Fitch's unchanged strong expectation of
extraordinary support from Georgia (BB/Stable). Combined with GR's
Standalone Credit Profile (SCP) of 'b+', this leads to a
single-notch differential between GR's IDRs and Georgia's sovereign
IDRs.

GR's financial profile remains commensurate with its SCP of 'b+'
under Fitch's Public Policy Revenue-Supported Entities Criteria.
The ratings also factor in Fitch's 'Strong expectations' of
extraordinary support from the state in case of need as the agency
considers GR a government-related entity (GRE) linked to the
Georgian sovereign under its GRE criteria. The combination of
Fitch's assessment of the probability of extraordinary support from
the sovereign to the company and its SCP leads to a one-notch
uplift from the company's SCP to the 'BB-' IDR.

KEY RATING DRIVERS

Support Score Assessment 'Strong expectations'

Fitch has 'Strong expectations' that the Georgian government would
provide extraordinary support to GR in case of need, reflecting a
support score of 25 (out of a maximum 60) under its GRE criteria.
This reflects a combination of responsibility to support and
incentive to support factors assessments as described below.

Responsibility to Support

Decision Making and Oversight 'Strong'

This assessment is based on GR's status as an integrated railway
transportation monopoly with 100% state ownership. It reflects
Fitch's view that the state exercises strategic control and
oversight over GR's activities. This includes approval of the
railway company's budgets and major investments and transactions.
GR's supervisory board is nominated and controlled by the
government, while goods and services are tendered in accordance
with public procurement law. However, despite GR's natural monopoly
position, it still has some independence from the state at
operational level, including deregulated tariff setting.

Precedents of Support 'Not Strong Enough'

Regulatory influence is moderately supportive of GR's financial
viability. As the company has received irregular mostly non-cash or
indirect state support, Fitch does not factor this into the
'Responsibility to Support' assessment. Historically, GR's
long-term development has been supported via state policy
incentives and asset allocations. In addition, strategic
infrastructure, such as railroads and power transmission lines, is
exempt from property tax in Georgia.

Incentives to Support

Preservation of Government Policy Role 'Strong'

As the monopolistic railway operator, GR is a vital economic agent
that supports national economic activity via cargo transit. Fitch
considers that a default of GR would hamper the company's capital
modernisation programme, which would negatively affect Georgia's
economic development in the longer term. A default could lead to
some service disruptions, but the company's hard assets would
likely remain operational. Consequently, a default would not
necessarily lead to significant political and social repercussions
for Georgia's government.

Contagion Risk 'Strong'

Fitch considers a potential default of GR on external obligations
would be potentially harmful to Georgia, as it could lead to
reputational risk for the state. Both GR and the state tap
international capital markets for debt funding, and loans and
financial aid from international financial institutions to finance
reforms and infrastructure modernisation as Georgia's current
account is structurally negative.

GR is among the top national corporate issuers in the Eurobond
market, so its defaults could significantly impair the borrowing
capacity of the government and other GREs due to reliance on
external debt, including borrowing from the IMF. This would
increase the cost of external funds for future debt financing of
other GREs or the state itself.

Standalone Credit Profile

GR's 'b+' SCP reflects the combination of a 'Weaker' risk profile
and 'a' financial profile. The SCP assessment also factors in peer
comparison, including the company's relatively robust leverage
metrics compared with peers.

Risk Profile: 'Weaker'

Fitch assesses GR's risk profile at 'Weaker', reflecting the
following combination of assessments.

Revenue Risk: 'Weaker'

The Revenue Risk assessment reflects a 'Weaker' assessment of
demand characteristics and a 'Midrange' assessment of pricing. The
company remains the lead for cargo transit in Georgia, which leads
to operating revenue being highly dependent on external economic
and political conjuncture. The government has provided GR with
exceptional pricing power compared with its international peers.
Tariffs in freight and passenger segments are fully deregulated.

Expenditure Risk: 'Midrange'

This assessment reflects GR's fairly well defined costs with
predictable changes. GR's cost structure is stable and is dominated
by staff costs, which made up about half of opex in 2024, followed
by logistics services (16%) and electricity, and fuel and materials
(15%). Staff costs will remain the largest spending item despite
planned layoffs, accounting for about half of opex over the
scenario horizon.

Liabilities and Liquidity Risk: 'Weaker'

GR's debt is all US dollar denominated and at end-2024 mostly
comprised its USD500 million 4% Eurobonds due in 2028. This expose
the company to refinancing and FX risks, although the latter is
naturally hedged by GR's revenue structure, more than 90% of which
is in US dollars and Swiss francs. Potential liquidity support from
the government is limited, since historically GR has received
mainly indirect and non-cash support. The company does not have a
strong record of tapping local capital market and its ability to
raise liquidity from the local banks is limited by the 'BB'
counterparty risk.

Financial Profile 'a'

According to the Fitch rating case, the financial metrics suggest
GR's financial profile will remain at the upper end of the 'a'
category. Preliminary data for 2025 indicates stabilisation of
EBITDA at about GEL208 million in 2025 (2024: GEL205 million). This
will lead to stabilisation of the primary leverage metric (Fitch's
net adjusted debt-to-EBITDA) at 5.2x in 2025 (2024: 5.4x).

Under the revised rating case scenario Fitch expects leverage to
average 4.6x during the five-year scenario horizon, despite
expecting deleveraging in 2028 when part of the outstanding debt
will be repaid. Fitch does not expect sustainable improvement of
leverage below 4x, which is a threshold for the potential upward
reassessment of the company's financial profile and SCP.

Short-Term Ratings

GR's Short-Term IDR is 'B', which is the only possible option
according to Fitch's short-term rating correspondence table.

National Ratings

N/a

Debt Ratings

Senior debt instrument ratings are aligned with GR's Long-Term
IDRs.

Peer Analysis

Peer railway companies, Kazakhstan Temir Zholy and Deutsche Bahn AG
are rated one notch below their respective sovereign ratings,
similar to GR. PKP Intercity S.A. (Poland) is rated at the same
level as the sovereign, due to its stronger SCP, which reflects
lower revenue risks associated with its long-term public service
contract. Other peers such as the railway infrastructure managers
France-based SNCF Reseau and Spain-based ADIF - Alta Velocidad, are
considered reference issuers for their respective governments. This
leads to higher contagion risk assessments and the equalisation of
their IDRs with their sovereign ratings.

Issuer Profile

GR is Georgia's 100% state-owned national integrated railway
transportation company, with its core business in freight transit
operations.

Key Assumptions

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2020-2024 historical figures and 2025-2029
scenario assumptions:

Its key assumptions for the ratings case are:

- Operating revenue growth on average 3.7%, including an 3.2%
increase in 2025 compared to five-year historical average of 5.9%

- Opex growth on average 2.8%, including an 3.9% increase in 2025
compared with the five-year historical average of 10.7%

- Net capex on average at GEL154 million for infrastructure
maintenance and development of rolling stock

- No equity injections

- Cost of existing debt at 4.4%

Rating Sensitivities

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

- Inability to maintain financial performance in line with Fitch's
scenario that could justify a downward reassessment of GR's SCP,
which could be indicated by net adjusted debt/EBITDA sustained
above 8x according to Fitch's rating case

- A downgrade of Georgia's sovereign ratings by two or more notches
or dilution of linkage with the sovereign, resulting in a support
score of less than 20 and leading to the ratings being further
notched down from the sovereign's IDRs

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

- Improvement of the company's financial profile resulting in a
revision of the SCP to the 'bb' category. This may result from net
adjusted debt/EBITDA sustained below 4x under Fitch's rating case,
coupled with robust liquidity metrics

- An upward reassessment of the GRE support score, which may result
from stronger regular support from the government, leading to a
reassessment of the 'Precedents of Support' risk attribute

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.

Public Ratings with Credit Linkage to other ratings

GR's ratings are linked to the Georgian Sovereign IDRs.

   Entity/Debt                   Rating          Prior
   -----------                   ------          -----
JSC Georgian Railway    LT IDR    BB- Affirmed   BB-
                        ST IDR    B   Affirmed   B
                        LC LT IDR BB- Affirmed   BB-
                        LC ST IDR B   Affirmed   B

   senior unsecured     LT        BB- Affirmed   BB-



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

ADMIRAL BIDCO: Fitch Assigns 'B' Long-Term IDR, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has assigned Admiral Bidco GmbH (Apleona) a Long-Term
Issuer Default Rating (IDR) of 'B'. The Outlook is Positive. Fitch
has also assigned a senior secured instrument rating of 'B+' with a
Recovery Rating of 'RR3' to the company's term loan B (TLB) of
EUR1,850 million and GBP305 million, and its EUR150 million delayed
draw term loan.

The ratings are restricted by high EBITDA leverage forecast at 6.5x
in 2025 and 5.7x in 2026. Ratings strengths are the company's
leading position in the facility management market in Germany,
Austria and Switzerland, recurring revenue, sticky customer and
contract base, and stable demand for its services. Apleona's scale,
expanding pan-European presence and broad range of services provide
a competitive advantage.

The Positive Outlook reflects its expectations of solid operating
performance with EBITDA leverage structurally below 5.5x in 2027.
Maintaining this, alongside financial discipline, could lead to an
upgrade.

Key Rating Drivers

Acquisition Completed: Bain Capital's acquisition of Apleona from
PAI Partners was completed and the TLB disbursed on 30 September
2025. The final ratings are in line with the expected ratings
assigned in March 2025. There have been no material changes to the
transaction structure and terms.

M&A Growth: Apleona has continued its acquisitive growth in 2025.
In August, it acquired Corrigenda, a UK-based technical facility
management company specialising in bespoke facility management
services mainly for the public sector, education and local
authorities. In September, Apleona acquired SEG Group, a technical
building services specialist operating in North Rhine-Westphalia
and Hesse. The targets' run-rate EBITDA is about EUR17 million.

1H25 Performance as Expected: In 1H25, Apleona's revenues increased
by 9.2% year on year, to EUR2 billion, aided by organic expansion
(4.8pp) and contribution from 2024 bolt-on acquisitions (4.4pp).
The company's reported EBITDA margin went up to 9.4% (1H24: 9%).
Fitch expects more pronounced margin improvement after the
historically stronger 2H, when the company invoices higher-margin
additional services.

For more information on Apleona's Key Rating Drivers see "Fitch
Assigns Admiral Bidco (Apleona) 'B(EXP)' IDR; Outlook Positive",
published 31 March 2025.

Peer Analysis

Apleona compares well with service peers in the 'B' rating
category, given its high leverage, solid free cash flow (FCF)
margins and deleveraging capacity. The company is at the stronger
end of the peer group by scale and solid regional market position,
compared with the smaller, typically niche market participants at
the weaker end of the 'B' rating category.

Apleona and SPIE SA (BB+/Positive) share similar overall industry
dynamics, and growth and contract structures, and both have a
significant presence in technical services and facility management
in Germany. However, SPIE is significantly larger and more
diversified than Apleona with a material presence in France,
Germany and north-western Europe, and has a lower leverage forecast
at 2.6x in 2025.

Fitch compares Apleona with Assemblin Caverion Group AB
(B/Positive), an installation servicer, Polygon Group AB
(B-/Negative), a European property damage restorer, and Emeria SASU
(B-/Negative), a France-based residential services provider.
Apleona has similar scale to Assemblin and Emeria: the two have
similar concentrations, with Sweden generating 40% of revenue for
Assemblin and France generating 70% for Emeria. Polygon is far
smaller, with concentration risk on its main insurance customers,
but has greater geographical diversification. Emeria and Polygon
have far weaker financial profiles than Apleona, with leverage well
above 7.0x in 2024, and slim interest coverage.

Fitch’s Key Rating-Case Assumptions

- Revenue CAGR of 11% from 2024 to 2028, supported by M&A

- Annual organic growth about 7%

- EBITDA margin increasing to 8.4% in 2028, from 7.4% in 2024

- On average EUR130 million a year on bolt-on M&A, financed mostly
from FCF, with the rest through the delayed draw term loan

Recovery Analysis

The recovery analysis assumes that Apleona would be reorganised as
a going concern in bankruptcy rather than liquidated.

The going concern EBITDA estimate of EUR300 million reflects
Fitch's view of a sustainable, post-reorganisation EBITDA level on
which Fitch bases the enterprise value. In such a scenario, stress
on EBITDA would most likely result from operational
underperformance, reputational damages with contract losses, or
major M&A integration issues negatively affecting profitability.

Fitch applies an enterprise value multiple of 5.5x EBITDA to the
going concern EBITDA to calculate a post-reorganisation enterprise
value. The multiple results from low customer churn; stable demand
for Apleona's services; and highly recurring revenues. It also
reflects geographical concentration on Germany and new transaction
multiples at around 9x.

Fitch has included EUR49 million of factoring, ranking super
senior, in the recovery waterfall. Fitch expects the EUR250 million
revolving credit facility to be fully drawn upon default, and the
EUR150 million delayed TLB to be drawn by EUR75 million at default.
These instruments rank equally with the EUR1,850 million TLB and
GBP305 million TLB.

Its principal waterfall analysis generated a ranked recovery for
the senior secured TLB and delayed TLB of 'RR3' after deducting 10%
for administrative claims.

RATING SENSITIVITIES

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

- Operational underperformance affecting growth and profitability,
or weak M&A integration, or an appetite for material debt-funded
M&A

- EBITDA leverage sustained above 6.5x

- EBITDA interest coverage sustained below 2.0x

- Neutral-to-volatile FCF margin with reducing liquidity headroom

Fitch could revise the Outlook to Stable if EBITDA leverage is
sustained above 5.5x owing to an appetite for debt-funded M&A or
other corporate activities

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

- Continued strengthening of regional market position and
geographical diversification, with enhanced international services
density and profitability

- EBITDA leverage sustained below 5.5x

- FCF margin sustained in the low-to-mid single-digits

- EBITDA interest coverage sustained above 3.0x

Liquidity and Debt Structure

Liquidity is sufficient. Fitch forecasts FCF of about EUR50 million
in 2025, alongside cash of EUR76 million and an undrawn EUR120
million revolving credit facility at end-June 2025. Fitch restricts
EUR75 million of cash for intra-year working capital needs.

Refinancing risk is manageable, with long-dated debt maturities
(TLB and delayed draw term loan mature in September 2032), positive
FCF and deleveraging capacity towards 5.0x EBITDA leverage by
2027-2028.

Issuer Profile

Apleona is a Germany-headquartered provider of technical and
integrated facility management services with a strong position in
Germany, Austria and Switzerland, and a growing pan-European
presence. The company reported revenues of EUR4 billion and EBITDA
(company-defined) of EUR391 million in 2024.

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
   -----------              ------         --------   -----
Admiral Bidco GmbH    LT IDR B  New Rating            B(EXP)

   senior secured     LT     B+ New Rating   RR3      B+(EXP)



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I R E L A N D
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ARES EUROPEAN XVII: S&P Assigns B- (sf) Rating to Class F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Ares European CLO
XVII DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer has EUR30.10 million unrated subordinated notes
outstanding from the existing transaction.

S&P said, "This transaction is a reset of the already existing
transaction which we rated. We withdrew our ratings on the existing
classes of notes, which were fully redeemed with the proceeds from
the issuance of the replacement notes. Ares Management Ltd. manages
the transaction."

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period will end approximately 3.8
years after closing and the noncall period will end 1.5 years after
closing.

The ratings assigned to Ares European CLO XVII's reset notes
reflect our assessment of:

-- The diversified collateral pool, which primarily comprises
syndicated speculative-grade senior secured term loans and bonds
that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,938.88
  Default rate dispersion                                   459.02
  Weighted-average life (years)                               4.25
  Obligor diversity measure                                 165.71
  Industry diversity measure                                 23.36
  Regional diversity measure                                  1.25

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                               B
  'CCC' category rated assets (%)                             2.60
  Actual 'AAA' weighted-average recovery (%)                 36.48
  Actual weighted-average spread (net of floors; %)           3.82
  Actual weighted-average coupon (%)                          7.26

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified at closing, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (3.82%), the actual
weighted-average coupon (7.26%), and the actual weighted-average
recovery rate at all rating levels in line with our CLO criteria.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

"Our credit and cash flow analysis show that the class B-R to E-R
notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on these
classes of notes. The class X and A-R notes can withstand stresses
commensurate with the assigned ratings.

"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.

The ratings uplift for the class F-R notes reflects several key
factors, including:

-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.15% (for a portfolio with a weighted-average
life of 4.25 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.25 years, which would result
in a target default rate of 13.6%.

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.

"Until the end of the reinvestment period on Oct. 10, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating and compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

"We consider that the transaction's documented counterparty
replacement and remedy mechanisms mitigate its exposure to
counterparty risk under our current counterparty criteria.

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class X to F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X to E-R notes
based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average.

"For this transaction, the documents prohibit assets from being
related to certain industries. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

  Ratings
                   Amount     Credit
  Class  Rating*  (mil. EUR)  enhancement (%)  Interest rate§

  X      AAA (sf)     2.00      N/A    3-month EURIBOR plus 0.92%
  A-R    AAA (sf)   248.00    38.00    3-month EURIBOR plus 1.30%
  B-R    AA (sf)     43.30    27.18    3-month EURIBOR plus 1.90%
  C-R    A (sf)      23.50    21.30    3-month EURIBOR plus 2.20%
  D-R    BBB- (sf)   30.70    13.63    3-month EURIBOR plus 3.10%
  E-R    BB- (sf)    15.50     9.75    3-month EURIBOR plus 5.30%
  F-R    B- (sf)     13.00     6.50    3-month EURIBOR plus 8.54%
  Sub    NR          30.10      N/A    N/A

*The ratings assigned to the class X, A-R, and B-R notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C-R, D-R, E-R, and F-R notes address ultimate
interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


CVC CORDATUS VII: Fitch Assigns 'B-sf' Final Rating to F-R-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund VII DAC reset
final ratings, as detailed below.

   Entity/Debt                  Rating                Prior
   -----------                  ------                -----
CVC Cordatus Loan
Fund VII DAC

   A-R-R XS2305369618        LT PIFsf  Paid In Full   AAAsf
   A-R-R-R XS3177996249      LT AAAsf  New Rating     AAA(EXP)sf
   B-1-R-R XS2305370202      LT PIFsf  Paid In Full   AA+sf
   B-2-R-R XS2305370897      LT PIFsf  Paid In Full   AA+sf
   B-R-R-R XS3177996595      LT AAsf   New Rating     AA(EXP)sf
   C-R-R XS2305371515        LT PIFsf  Paid In Full   A+sf
   C-R-R-R XS3177996751      LT Asf    New Rating     A(EXP)sf
   D-1-R-R-R XS3177996918    LT BBB-sf New Rating     BBB-(EXP)sf
   D-2-R-R-R XS3211777274    LT BBB-sf New Rating
   D-R-R XS2305372166        LT PIFsf  Paid In Full   BBB+sf
   E-R XS1865598947          LT PIFsf  Paid In Full   BB+sf
   E-R-R XS3177997213        LT BB-sf  New Rating     BB-(EXP)sf
   F-R XS1865598863          LT PIFsf  Paid In Full   Bsf
   F-R-R XS3177997486        LT B-sf   New Rating     B-(EXP)sf

Transaction Summary

CVC Cordatus Loan Fund VII DAC is a securitisation of mainly senior
secured obligations (at least 96%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. All
except the subordinated notes were refinanced, with the remaining
proceeds invested in additional assets until the target par amount
is reached.

The portfolio has a target par of EUR400 million. The portfolio is
managed by CVC Credit Partners Investment Management Limited. The
collateralised loan obligation has a 4.6-year reinvestment period
and a 7.5-year weighted average life test (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 25.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
58.7%.

Diversified Portfolio (Positive): The deal will have a
concentration limit for the 10 largest obligors of 20%. It also
includes various other concentration limits, including a maximum
exposure to the three largest Fitch-defined industries in the
portfolio of 39% and a maximum fixed-rate assets limit at 10%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

The transaction includes four Fitch test matrices, two effective at
closing and another two effective six months after closing, subject
to the aggregate collateral balance (defaults at Fitch collateral
value) being at least at the reinvestment target par. The closing
matrices correspond to a top 10 obligor concentration limit of 20%,
fixed-rate obligation limits at 5% and 10.0%, and a 7.5-year WAL
covenant. The two forward matrices correspond to the same top 10
obligors and fixed-rate asset limits, and a 7.0-year WAL covenant.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to 7.5 years, on the step-up date, one year after
closing. The WAL extension is subject to conditions including
satisfying the collateral-quality tests of the applicable closing
matrix and the aggregate collateral balance being at least equal to
the reinvestment target par balance.

Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period. These
conditions include passing the coverage tests and the Fitch 'CCC'
bucket limitation test after reinvestment, and a WAL covenant that
gradually steps down, before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A notes,
and result in a one-notch downgrade of the B-R-R-R to E-R-R notes
and a downgrade below 'B-' for class F-R-R notes.

Downgrades, which are based on the actual portfolio, may occur if
the loss expectation is larger than Fitch initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
The class B-R-R-R and D-R-R-R to F-R-R notes have a rating cushion
of two notches and the class C notes have a cushion of one notch
due to the better metrics and shorter life of the identified
portfolio.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches for the notes and to below 'B-' for the class F-R-R
notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch's stress
portfolio would lead to an upgrade of up to three notches for the
rated notes, except for the 'AAAsf' rated notes, which cannot be
upgraded further.

Upgrades during the reinvestment period, which is based on the
Fitch's Stress Portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining weighted average
life test, leading to the ability of the notes to withstand larger
than expected losses for the remaining life of the transaction.
Upgrades after the end of the reinvestment period may occur if
there are stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread available to cover
for 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

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

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG Considerations

Fitch does not provide ESG relevance scores for CVC Cordatus Loan
Fund VII 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.

RRE 17: S&P Assigns BB- (sf) Rating to Class D-R Notes
------------------------------------------------------
S&P Global Ratings assigned credit ratings to RRE 17 Loan
Management DAC's class A-1-R Loan and class A-1-R, A-2-R, B-R,
C-1-R, C-2-R, and D-R notes. At closing, the issuer has EUR43.40
million of unrated subordinated notes outstanding from the existing
transaction.

This transaction is a reset of the already existing transaction
that closed in March 2024. The issuance proceeds of the refinancing
loan and notes were used to redeem the refinanced loan and notes,
and pay fees and expenses incurred in connection with the reset.
S&P has withdrawn its ratings on the original notes and loan.

Under the transaction documents, the rated loan and notes will pay
quarterly interest, unless a frequency switch event occurs.
Following such an event, the loan and notes would permanently
switch to semiannual payments.

The portfolio's reinvestment period ends 4.6 years after closing;
the noncall period ends 1.5 years after closing.

The ratings assigned to the reset loan and notes reflect our
assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,705.96
  Default rate dispersion                                  576.32
  Weighted-average life (years)                              4.77
  Obligor diversity measure                                118.69
  Industry diversity measure                                20.82
  Regional diversity measure                                 1.22
  Country concentration in sovereigns rated below 'AA-' (%) 22.42

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  Portfolio target par (mil. EUR)                          400.00
  'CCC' category rated assets (%)                            1.46
  Target 'AAA' weighted-average recovery (%)                36.49
  Target weighted-average spread (%)                         3.50
  Target weighted-average coupon (%)                         3.42

S&P said, "The portfolio is well diversified at closing, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (3.50%), and the actual
weighted-average coupon (3.42%). We assumed the actual
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios, for each liability rating category."

Until July 15, 2030, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the CDO Monitor test is maintained or improved in relation to
the initial ratings on the loan and notes. This test looks at the
total amount of losses that the transaction can sustain, as
established by the initial cash flows for each rating, and compares
that with the current portfolio's default potential, plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager may, through trading, cause the
transaction's credit risk profile to deteriorate.

S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for class A-2-R to C-2-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment period, during
which the transaction's credit risk profile could deteriorate, we
have capped the assigned ratings."

The ratings on the class A-1-R loan and class A-1-R notes and D-R
notes can withstand stresses commensurate with their assigned
ratings.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class A-1-R Loan and class A-1-R to D-R notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also assessed the
sensitivity of our ratings on the class A-1-R Loan and class A-1-R
to D-R notes, based on four hypothetical scenarios.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings

                    Amount     Credit
  Class      Rating*  (mil. EUR)  enhancement (%)   Interest
rate§

  A-1-R      AAA (sf)   218.00    38.00   Three /six-month EURIBOR

                                          plus 1.27%

  A-1-R Loan AAA (sf)    30.00    38.00   Three /six-month EURIBOR

                                          plus 1.27%

  A-2-R      AA (sf)     36.00    29.00   Three/six-month EURIBOR
                                          plus 1.85%

  B-R        A (sf)      32.00    21.00   Three/six-month EURIBOR
                                          plus 2.15%

  C-1-R      BBB (sf)    20.00    16.00   Three/six-month EURIBOR
                                          plus 2.70%

  C-2-R      BBB- (sf)    8.00    14.00   Three/six-month EURIBOR
                                          plus 3.75%

  D-R        BB- (sf)    18.50     9.38   Three/six-month EURIBOR
                                          plus 5.20%

  Sub notes  NR          43.40 N/A   N/A

*The ratings assigned to the class A-1-R Loan and class A-1-R and
A-2-R notes address timely interest and ultimate principal
payments. The ratings assigned to the class B-R, C-1-R, C-2-R, and
D-R notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
Sub. notes—subordinated notes.
NR--Not rated.
N/A--Not applicable.


SILVER POINT 1: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Silver Point Euro CLO 1 DAC final
ratings, as detailed below.

   Entity/Debt                          Rating           
   -----------                          ------           
Silver Point Euro CLO 1 DAC

   A XS3213445854                    LT AAAsf  New Rating
   B XS3213446076                    LT AAsf   New Rating
   C XS3213446316                    LT Asf    New Rating
   D XS3213446589                    LT BBB-sf New Rating
   E XS3213446746                    LT BB-sf  New Rating
   F XS3213447041                    LT B-sf   New Rating
   Subordinates Notes XS3213447397   LT NRsf   New Rating

Transaction Summary

Silver Point Euro CLO 1 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds were used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Silver Point Select C
CLO Manager LLC. The CLO has a five-year reinvestment period and a
nine-year weighted average life (WAL) test covenant at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the indicative portfolio to
be in the 'B' category. The Fitch weighted average rating factor of
the indicative portfolio is 23.4.

Strong Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the indicative portfolio is 61.2%.

Diversified Asset Portfolio (Positive): The transaction includes
four Fitch matrices accompanied by two fixed-rate asset limits of
5% and 10%. All matrices are based on a top-10 obligor
concentration limit at 20%. Two matrices are effective at closing,
corresponding to a nine-year WAL test covenant, and the remaining
two matrices are effective 12 months after closing and correspond
to an eight-year WAL test covenant. The forward matrices can be
elected by the collateral manager if the collateral principal
amount (with defaults carried at Fitch collateral value) is at
least equal to the reinvestment target par balance.

The transaction also includes various other concentration limits,
including a maximum of 40% to the three largest Fitch-defined
industries. These covenants ensure the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
test covenant, to account for strict reinvestment conditions after
the reinvestment period, including the satisfaction of
over-collateralisation test and Fitch's 'CCC' limit tests,
alongside a consistently decreasing WAL test covenant. These
conditions reduce the effective risk horizon of the portfolio
during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the indicative
portfolio would have no impact on the class A notes and lead to
downgrades of one notch each for the class C, D and E notes, two
notches for the class B notes and to below 'B-sf' for the class F
notes.

Downgrades, which are based on the indicative portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class C
notes have a rating cushion of one notch, and the class B, D, E and
F notes each have a rating cushion of two notches, due to the
better metrics and shorter life of the indicative portfolio than
the Fitch-stressed portfolio. The class A notes do not have any
rating cushion as they are already at the highest achievable
rating.

Should the cushion between the indicative portfolio and the
Fitch-stressed portfolio be eroded, either due to manager trading
or negative portfolio credit migration, a 25% increase of the mean
RDR and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A to D notes, and to below 'B-sf' for
the class E and F notes.

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches each for the rated notes, except
for the 'AAAsf' rated notes.

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

ESG Considerations

Fitch does not provide ESG relevance scores for Silver Point Euro
CLO 1 DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.



=========
I T A L Y
=========

BENDING SPOONS: Moody's Hikes CFR to B1, Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Bending Spoons S.p.A.'s (Bending Spoons or
the company) long term corporate family rating to B1 from B2 and
the probability of default rating to B1-PD from B2-PD.
Concurrently, Moody's upgraded to B1 from B2 the ratings of the
backed senior secured term loan (including the EUR345 million
add-on) and backed senior secured term loan B, both due 2031 issued
by Bending Spoons US Inc. and assigned a B1 rating to the new $900
million backed senior secured term loan B to be issued by Bending
Spoons US Inc. The outlook on all entities has changed to stable
from positive.

Proceeds from the incremental debt will, together with cash on
balance and a cash equity raise, fund the acquisitions of Vimeo,
Inc. (Vimeo), AOL Holdco I, LLC (AOL) and Eventbrite, Inc.
(Eventbrite).

RATINGS RATIONALE

The rating action reflects the significant increase in scale and
business profile diversification since the rating assignment in
February 2025, while credit metrics have remained broadly stable.
The company's most recent acquisitions of komoot, harvest, MileIQ,
along with Vimeo, AOL and Eventbrite will more than double the
company's pro forma revenue to $2.6 billion. The acquired
businesses strengthened Bending Spoons' business profile through
further diversifying product offering and revenue sources.

With pro forma Moody's-adjusted EBITDA estimated around $1 billion
during the last twelve months that ended in September 2025,
Moody's-adjusted leverage has remained broadly stable since the
rating assignment at 4.6x, despite the significant debt funded
acquisitions. Additionally, Moody's forecasts significant organic
leverage improvement potential due to identified but not yet
actioned cost synergies associated with the Vimeo, AOL and
Eventbrite acquisitions. Furthermore, Moody's estimates that the
company will generate solid Moody's-adjusted free cash flow (FCF)
on an organic basis, above 10% Moody's-adjusted debt.

Moody's anticipates the company will be able to integrate and
optimise Vimeo, AOL and Eventbrite successfully, in line with its
positive track record. Further debt-funded acquisitions are highly
likely in line with Bending Spoons inorganic growth strategy.
Moody's believes the company's proven ability to integrate acquired
businesses mitigates execution risks and expect, following
discussions with management, credit metrics will remain in line
with the current rating expectations. Nevertheless, the rapid pace
of sizeable acquisitions creates execution risk, amplified by
uncertainty as to the timing and magnitude of future acquisitions.

Bending Spoons' proven ability to successfully acquire, integrate
and optimise digital products; significant opportunities in
monetising its meaningful monthly user base of around 450 million;
diversified digital product offerings in productivity, content
creation and other segments; mostly subscription based revenue with
a 93% net booking retention that supports revenue predictability;
and limited reliance on potentially more volatile advertisement
revenue, all support the B1 CFR.

Conversely, execution and financial policy risks associated with a
fast pace of mostly debt-funded M&A that is transformative to the
company, the company's relatively small size in each individual
digital product; the highly competitive industry in which the
company operates, characterised by low barriers to entry and a
multitude of competitors with similar offerings; and risk of
changes in consumer engagement and rapidly evolving technology that
could lead to declines in user activity, all constrain the rating.

RATING OUTLOOK

The stable outlook of Bending Spoons reflects Moody's expectations
that despite the company's acquisitive strategy, credit metrics
will remain broadly in line with the expectations for the B1
ratings.

LIQUIDITY

Bending Spoons' liquidity is good. The company's liquidity is
supported by around $520 million of cash on balance sheet as of
September 2025, a fully undrawn EUR1.1 billion revolving credit
facility (RCF; unrated), both pro forma for the transaction, and
Moody's projection of solid positive Moody's-adjusted FCF. The cash
sources are sufficient to meet the cash needs including payment of
the amortising term loans that will be around $400 million per year
during 2026-2028 period.

STRUCTURAL CONSIDERATIONS

The B1 rating on the instruments, in line with the CFR, reflects
the pari passu capital structure. Moody's assigns the rating at
Bending Spoons S.p.A. rather than at the topco of the restricted
group Bending Spoons Operations S.p.A. because consolidated audited
financials of the latter will not be available.

Moody's understands from the company that the difference between
the audited financials of Bending Spoons S.p.A. and Bending Spoons
Operations S.p.A., if available, would be negligible and expect it
to remain so in the future. Credit agreements require the company
to provide audited financials at Bending Spoons S.p.A.

COVENANTS

Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
companies representing 7.5% or more of consolidated EBITDA, subject
to excluded jurisdictions (provided that the loan parties providing
a guarantee shall be no less than 55% of EBITDA of the Group).

Security will be granted by guarantors incorporated in the USA over
substantially all assets, and by guarantors in all other
jurisdictions over shares they own in guarantors, subject to
thresholds for foreign subsidiaries plus shares in the Company held
by Bending Spoons Holdings S.p.A.

Unlimited unsecured debt is permitted up to total net leverage
ratio (NLR) 3.75x. Unlimited junior secured debt is permitted if
secured NLR is less than or equal to 3.5x. Unlimited first lien
debt is permitted if the first lien secured NLR is less than or
equal to 3.25x.

Any restricted payments are permitted if NLR is 1.25x or lower. Any
investments are permitted if total NLR is less than or equal to
2.25x less than the closing date total NLR. Unlimited junior
financing prepayment is permitted if total NLR is less than or
equal to 1.25x.

Adjustments to consolidated EBITDA include "run-rate" cost
reductions and synergies reasonably expected to result within
24-months from any relevant event, provided less than 25% of
consolidated EBITDA.

The Term Loan B facility will have the benefit of a financial
maintenance NLR covenant, tested every fiscal quarter end after
closing date at 4.0x.

The above are proposed terms, and the final terms may be materially
different.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Positive rating pressure could develop if the company improves its
business profile and continues to grow its revenue and EBITDA, such
that Moody's-adjusted leverage improves below 3.5x;
Moody's-adjusted FCF/debt is above 15%; and Moody's-adjusted
(EBITDA – capital expenditures) / interest expense is above 3.0x,
all on a sustained basis. Adequate liquidity and a track record of
the company continuing to be able to successfully pursue its M&A
strategy with credit metrics sustainably in line with the levels
for a higher rating, including evidence of reported financials
converging with pro forma company-adjusted financials, are also
important considerations.

Conversely, negative rating pressure could develop if the company's
revenue and EBITDA growth is weaker than expected or financial
policy decisions are such that Moody's-adjusted leverage weakens to
above 4.5x; Moody's-adjusted FCF weakens towards mid-single digits,
or Moody's-adjusted (EBITDA – capital expenditures)/ interest
expenses is below 2.5x, all on a sustained basis; or if liquidity
deteriorates. Evidence of significant execution challenges or
increase in competitive intensity that can significantly impair
performance and credit metrics could also create negative rating
pressure.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance was a key consideration for the rating action. This is
mostly a reflection of the fast-paced, mostly debt-funded M&A
strategy of the company that Moody's expects will continue in the
future and may be detrimental to creditors if execution of
integration and optimisation do not occur as expected. However,
Moody's believes the company's track record and demonstrated
expertise in extracting significant synergies at acquired companies
mitigates this risk.

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

Bending Spoons, est. in 2013, is a technology company based in
Milan, Italy. The company specialises in acquiring, integrating,
and optimising digital products. Through more than 50 acquisitions
since its inception, Bending Spoons has grown to serve around 450
million monthly active users across its portfolio of more than 100
products, which include Remini, WeTransfer and Evernote. The
company's strategy aims to combine a disciplined capital allocation
of an investor with the practical, hands-on execution of a
specialised operator, enabling generally successful acquisitions
and the extraction of revenue and cost synergies. The company
generates its revenue around 73% through subscriptions to
businesses, professionals and consumers, with around 27% generated
via advertising and other fees.

The company is still majority owned by its founders. Remaining
share is split between institutional investors and employees. Pro
forma for acquisitions, the company generated $2.6 billion and $1.5
billion revenue and structuring EBITDA during the twelve months
that ended in September 2025.



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

RMBS SANTANDER 6: Moody's Ups Rating on EUR720MM B Notes from B3
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of three notes and
confirmed the rating of one note in FT RMBS Santander 6 and FT RMBS
SANTANDER 7.

The rating action concludes Moody's reviews of 4 notes placed on
review for upgrade on October 06, 2025
(https://urlcurt.com/u?l=EWimFN) following the increase of the
Government of Spain's ("Spain") local-currency bond country ceiling
to Aaa from Aa1 on September 26, 2025.

Spain's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic Spanish issuer under Moody's
methodologies, including structured finance transactions backed by
Spanish receivables, is Aaa (sf).

Issuer: FT RMBS Santander 6

EUR3780M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR720M Class B Notes, Upgraded to Baa1 (sf); previously on Oct 6,
2025 B3 (sf) Placed On Review for Upgrade

Issuer: FT RMBS SANTANDER 7

EUR4770M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR530M Class B Notes, Confirmed at Caa1 (sf); previously on Oct
6, 2025 Caa1 (sf) Placed On Review for Upgrade

RATINGS RATIONALE
The rating upgrades reflect the increase in the Spanish
local-currency country ceiling to Aaa from Aa1 for all the upgraded
notes and in the case of Class B notes of FT RMBS Santander 6, the
better than expected collateral performance, the increase of credit
enhancement and Moody's assessments of the likelihood of future
missed interests.

Moody's confirmed the rating of the Class B notes in FT RMBS
SANTANDER 7 given their expected loss is commensurate with their
current ratings and reflecting Moody's assessments of its current
interest shortfall and the likelihood of future missed interests.
Decreased Country Risk

The rating action follows Moody's increase of Spain's
local-currency bond country ceiling to Aaa from Aa1 on September
26, 2025. This local-currency bond ceiling increase followed the
upgrade of the Government of Spain's issuer and bond ratings to A3
with a stable outlook from Baa1 and a positive outlook. The
decrease in sovereign risk is reflected in Moody's quantitative
analysis for the affected tranches. By increasing the maximum
achievable rating for a given portfolio loss, the methodology
alters the loss distribution curve and implies a lower probability
of high loss scenarios, which has a positive impact on all notes,
including mezzanine and junior notes.

Increased in available credit enhancement

Sequential amortization for both transactions together with a
replenishing reserve fund in the case of FT RMBS SANTANDER 7 led to
the increase in the credit enhancement available.

In FT RMBS Santander 6 the credit enhancement for the Class A and
Class B notes affected by the rating action increased to 44.6% and
10.3% from 32.6% and 6.1% respectively since the rating action in
September of 2024.

In FT RMBS SANTANDER 7, the reserve fund is now fully funded and
the credit enhancement for the Class A affected by the rating
action increased to 26.1% from 16.8% since the rating action in
April of 2023.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolios reflecting the collateral
performance to date.

FT RMBS Santander 6

The performance of the transaction has continued to improve since
60 days plus arrears currently stand at 0.26% of current pool
balance showing a decreasing trend over the past year. Cumulative
defaults currently stand at 4.79% of original pool balance slightly
up from 4.16% a year earlier.

Moody's decreased the expected loss assumption to 4.41% as a
percentage of current pool balance due to the improving
performance. The revised expected loss assumption corresponds to
3.79% as a percentage of original pool balance down from 6.94%.
Moody's incorporated in Moody's analysis the increasing trend in
recoveries, with an observed recovery rate over defaulted assets of
76%.

Moody's reassessed loan-by-loan information to estimate the loss
Moody's expects the portfolio to incur in a severe economic stress.
As a result, Moody's have decreased the MILAN Stressed Loss
assumption to 12.9% from 19.6%.

FT RMBS SANTANDER 7

The performance of the transaction has continued to improve since
60 days plus arrears currently stand at 0.16% of current pool
balance showing a decreasing trend over the past year. Cumulative
defaults currently stand at 4.09% of original pool balance slightly
up from 3.55% a year earlier.

Moody's decreased the expected loss assumption to 3.72% as a
percentage of current pool balance due to the improving
performance. The revised expected loss assumption corresponds to
3.58% as a percentage of original pool down balance from 5.10%.
Moody's incorporated in Moody's analysis the increasing trend in
recoveries, with an observed recovery rate over defaulted assets of
72%.

Moody's reassessed loan-by-loan information to estimate the loss
Moody's expects the portfolio to incur in a severe economic stress.
As a result, Moody's have decreased the MILAN Stressed Loss
assumption to 11.30% from 13.20%.

Assessment of Interest Shortfalls and likelihood of prolonged
missed interest

The interest of the Class B in FT RMBS SANTANDER 7 is subordinated
to the principal due on Class A, and it does not benefit from the
reserve fund while Class A is outstanding. However, the excess
spread, if any, is available to pay subordinated interest for the
Class B notes. The reserve fund was replenished two interest
payment dates ago, and the Class B notes started receiving interest
since then. However, not all interest shortfalls have been recouped
yet and the transaction structure does not mandate
interest-on-interest following non-payment of interest.

When upgrading the rating of the Class B notes in FT RMBS Santander
6 Moody's have considered potential future interest deferrals that
could be caused by an interest deferral trigger being breached and
that Moody's expects to be ultimately recouped.

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.

Factors that would lead to an upgrade or downgrade of the ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.



=====================
S W I T Z E R L A N D
=====================

TRANSOCEAN LTD: Wins $130MM Australia Contract for Deepwater Skyros
-------------------------------------------------------------------
Transocean Ltd. announced on December 8, 2025, that it executed a
six-well contract in Australia with an undisclosed operator for the
Deepwater Skyros.

The estimated 320-day campaign is expected to commence in the first
quarter of 2027 and contribute approximately $130 million in
backlog, excluding compensation for mobilization and
demobilization.

The award includes priced options that, if fully exercised, could
keep the drillship working in Australia into early 2030.

                          About Transocean

Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes in
technically demanding sectors of the offshore drilling business,
with a particular focus on ultra-deepwater and harsh environment
drilling services. As of Feb. 14, 2024, the Company owned or had
partial ownership interests in and operated 37 mobile offshore
drilling units, consisting of 28 ultra-deepwater floaters and nine
harsh environment floaters. Additionally, as of Feb. 14, 2024, the
Company was constructing one ultra-deepwater drillship.

As of September 30, 2025, the Company had $16.17 billion in total
assets, $2.24 billion in total current liabilities, $5.86 billion
in total long-term liabilities, and $8.08 billion in total equity.


                             *     *     *

Egan-Jones Ratings Company on January 21, 2025, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Transocean Ltd.

In October 2025, S&P Global Ratings revised its outlook on offshore
drilling contractor Transocean Ltd. to stable from negative and
affirmed all its ratings on the company, including the 'CCC+'
Company credit rating.



=============
U K R A I N E
=============

NAFTOGAZ: Fitch Affirms 'CC' Long-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed National Joint Stock Company Naftogaz of
Ukraine's Long-Term Issuer Default Rating (IDR) at 'CC'. Fitch has
also affirmed the senior unsecured notes issued by Naftogaz
subsidiary Kondor Finance plc at 'C'. The Recovery Rating is 'RR6'.
Naftogaz's Standalone Credit Profile (SCP) remains at 'cc'.

Naftogaz's IDR reflects the company's projected weak liquidity, due
to very high operational risks in Ukraine resulting from the war
with Russia, increasing need to purchase natural gas externally due
to continued attacks on its infrastructure, and limited external
funding options. Fitch believes that Naftogaz may enter into
another restructuring regarding bonds maturing in 2026 due to the
higher funding needs to purchase natural gas. This is already
reflected in the rating.

Fitch rates Naftogaz on a standalone basis given its SCP and its
assessment of moderate linkage with its sole shareholder, the
state, in line with its Government-Related Entities Rating Criteria
(GRE criteria). Ukraine is rated 'RD' (Restricted Default).

Key Rating Drivers

Attacks on Gas Infrastructure Intensified: Russia escalated its
strikes on Ukraine's gas infrastructure in 2025 after the latter
chose not to renew its gas transit agreement with Gazprom past
2024, causing significant damage to Naftogaz assets. This forced
the company to greatly boost gas imports, financed through cash on
hand, loans and grants. The escalation of attacks on Naftogaz's
assets represents a large additional threat to its capacity to meet
its debt repayment obligations.

Debt Serviced, Large Maturities Looming: Naftogaz has made timely
payment on its debt obligations so far in 2025 despite the
operational and financial challenges. However, it faces a large
principal payment of EUR689 million in July 2026, which may put
further strain on the company's financial position. This
substantial upcoming payment underscores the financial challenges
facing Naftogaz. Its ability to continue debt servicing will also
depend on whether there are further Russian attacks on its
infrastructure and their impact on natural gas production ability.

Gas Production Continued: Gas production continues, although
Naftogaz does not disclose the share of non-operational assets. The
company plans to increase the share of natural gas purchased on the
market from 11% in 2024 to 33% in 2025. Fitch expects 2025
forecasts to be uncertain in the highly volatile security
environment, driven by Naftogaz's production capability and actual
demand, particularly as attacks also target Naftogaz offtakers.
Fitch also expects that both operating metrics as well as the
financial profile are far weaker in 2025 than in 2024.

Moderate Ties Under GRE Criteria: Naftogaz is wholly state owned.
Fitch views the state's decision-making power over and oversight of
Naftogaz's operations, financial performance, and investments as
'Strong'. Fitch also views preservation of government policy role
as 'Strong' as Naftogaz's default would have a considerable impact
on the provision of a key public service. Fitch assesses precedents
of support and contagion risk factors as 'Not strong enough'.
Overall, Naftogaz has a support score of 15 under its GRE criteria,
which along with Naftogaz's 'cc' SCP leads to it being rated on a
standalone basis.

Peer Analysis

Naftogaz's 'CC' rating reflects very weak projected liquidity, high
operational risks in Ukraine and limited external liquidity
options, which cast doubt on its ability to service debt even
following the recent restructuring. Fitch views Naftogaz's SCP as
'cc'. Naftogaz's closest international peer is Kazakhstan's JSC
National Company QazaqGaz (BB+/Stable), which has a more
diversified business, with exposure to more profitable midstream
operations and exports.

Other companies Fitch rates in Ukraine include: Ferrexpo plc
(CCC-), whose rating reflects a lack of material financial debt but
high risk of operational disruptions; Metinvest B.V. (CCC-), whose
rating reflects weak liquidity and high operational risks; and DTEK
Energy B.V. (CCC-) and DTEK Oil & Gas Production B.V. (CC), which
have tight liquidity and high operational risks.

Fitch’s Key Rating-Case Assumptions

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Big deterioration in operating performance due to the continued
attacks on Naftogaz infrastructure

- Increase in gas purchased externally leading to higher costs and
working capital outflow

Recovery Analysis

The recovery analysis assumes Naftogaz would be considered a going
concern in bankruptcy and that it would be reorganised rather than
liquidated. The company's recovery analysis assumes
post-reorganisation EBITDA at UAH10 billion.

Fitch used a distressed enterprise value/EBITDA multiple of 3.0x to
calculate post-reorganisation valuation. It captures
higher-than-average business risks in Ukraine and reflects
Naftogaz's weaker business profile than peers'.

Fitch treats all bank debt as senior ranking. The notes are issued
by Kondor Finance on a limited recourse basis for the sole purpose
of funding a loan to Naftogaz. They constitute direct,
unconditional senior unsecured obligations of Naftogaz and rank
equally with all other present and future unsecured and
unsubordinated obligations.

Its waterfall analysis generated a waterfall-generated recovery
computation in the 'RR6' band after the deduction of 10% for
administrative claims, indicating a 'C' rating for the notes issued
by Kondor Finance plc.

RATING SENSITIVITIES

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

- The IDR would be downgraded to 'C' if a default or default-like
event begins. This includes Naftogaz entering into a grace or cure
period following non-payment of a material financial obligation or
the formal announcement of a distressed debt exchange.

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

- Improved liquidity position

- A de-escalation of Russia's military operations in Ukraine,
reducing operating risks

Liquidity and Debt Structure

Cash at end-December 2024 of UAH80.8 billion covered short-term
debt of UAH49.1 billion. However, funding needs related to the
purchases of natural gas externally increased materially during
2025 with a significant impact on Naftogaz liquidity. The cash
balance greatly decreased at end-September 2025. Fitch understands
Naftogaz is increasingly reliant on availability of external
funding through loans or grants.

Issuer Profile

Naftogaz is wholly state-owned and is strategically important to
Ukraine as the country's largest natural gas production,
distribution and trading company.

Summary of Financial Adjustments

Fitch treats UAH220 million of interest on leases as an operating
expense. Fitch has also added back impairments to EBITDA.

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
   -----------                   ------        --------   -----
Kondor Finance plc

   senior unsecured     LT        C   Affirmed   RR6      C

National Joint Stock
Company Naftogaz of
Ukraine                 LT IDR    CC  Affirmed            CC
                        LC LT IDR CC  Affirmed            CC



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

AEROPAIR LTD: Opus Restructuring Appointed as Joint Administrators
------------------------------------------------------------------
Aeropair Ltd was placed into administration proceedings, and Paul
Dounis and Mark Harper of Opus Restructuring LLP were appointed as
joint administrators on Nov. 26, 2025.

Aeropair Ltd specialized in manufacture of other plastic products.

Its registered office and principal trading address is 120 Fifty
Pitches Road, Glasgow, G51 4EB.

The joint administrators can be reached at:

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

Further details contact:

     The Joint Administrators
     Tel: 0131 322 8416
     Email: edinburgh@opusllp.com

Alternative contact:

     Kenn Scott
     Tel: 0131 322 8416
     Email: edinburgh@opusllp.com


ASP WOLVERHAMPTON: Springfields Appointed as Administrator
----------------------------------------------------------
ASP Wolverhampton Ltd was placed into administration proceedings in
the High Court of Justice, Business and Property Courts of England
and Wales, Court No. CR-2025-008484, and Situl Devji of
Springfields Advisory LLP was appointed as administrator on Dec. 1,
2025.

Trading as Everest and co Accountants, ASP Wolverhampton offered
accounting services.

Its registered office and principal trading address is 61 Worcester
Street, Wolverhampton, WV2 4LQ.

The administrator can be reached at:

     Situl Devji
     Springfields Advisory LLP
     38 De Montfort Street
     Leicester, LE1 7GS
     Telephone: 0116 299 4745

Foe further information contact:

     Sachin Raithatha
     Springfields Advisory LLP
     Tel: 0116 299 4745
     Email: sachin.r@springfields-uk.com

GH PROPERTY: Grant Thornton Appointed as Joint Administrators
-------------------------------------------------------------
GH Property II Limited was placed into administration proceedings
in the High Court of Justice, Insolvency & Companies List, No.
008452 of 2025, and Julie Tait and Stuart Preston of Grant Thornton
UK Advisory & Tax LLP were appointed as joint administrators on
Nov. 28, 2025.

GH Property specialized in the buying and selling of own real
estate.

Its registered office is at c/o Grant Thornton UK Advisory & Tax
LLP, 11th Floor, Landmark St Peter's Square, 1 Oxford St,
Manchester, M1 4PB.

Its principal trading address is c/o Maya Capital LLP, First Floor,
105 Piccadilly, London, W1J 7NJ.

The joint administrators can be reached at:

     Julie Tait
     Stuart Preston
     Grant Thornton UK Advisory & Tax LLP
     7 Castle Street
     Edinburgh, EH2 3AH
     Telephone: 0131 229 9181

     Stuart Preston
     Grant Thornton UK Advisory & Tax LLP
     120 Bothwell Street
     Glasgow, G2 7JS
     Telephone: 0141 223 0000

Further information contact:

     CMU Support
     Grant Thornton UK Advisory & Tax LLP
     7 Castle Street
     Edinburgh, EH2 3AH
     Tel: 0161 953 6906
     Email: cmusupport@uk.gt.com


GLOBAL ACADEMIC: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Global Academic Holdings Ltd (GAHL) a
final Long-Term Issuer Default Rating (IDR) of 'BB-'. The Outlook
is Stable. Fitch also assigned GAH Finco Limited's EUR375 million
and GBP110 million term loans a senior secured rating of 'BB+',
with a Recovery Rating of 'RR2'.

The 'BB-' IDR reflects GAHL's moderate leverage, good
diversification across under- and post-graduate university and
higher education courses, different disciplines and geographies
with modest execution risks, and strong free cash flow (FCF)
capacity. GAHL is the top entity of the restricted group following
the reorganisation of Global University Systems Holding B.V. (GUSH)
to incorporate the group's most profitable wholly owned
institutions.

Fitch has upgraded the IDR of GUSH to 'BB-' with a Stable Outlook
from 'B'/Positive and then withdrawn it. Fitch has also withdrawn
the instrument rating of the EUR1 billion term loan B issued by
Markermeer Finance B.V.

Fitch is withdrawing the ratings of GUSH following completion of
the group reorganisation. Fitch is also withdrawing Markermeer
Finance B.V.'s senior secured long-term rating as the term loan B
has been repaid.

Accordingly, Fitch will no longer provide ratings or analytical
coverage for GUSH and Markermeer Finance B.V.

Key Rating Drivers

Improved Leverage Supports Rating: Fitch expects opening pro forma
EBITDAR leverage under the new capital structure of about 3.6x in
FY26 (ending 31 May 2026), improving towards 3.2x in FY28 due to
revenue growth and moderate margin expansion over the rating
horizon. GAHL's deleveraging capability is supported by a negative
working capital position generating cash inflows when turnover
rises, driving positive underlying FCF in its forecasts to FY29.

The rating also reflects its understanding that management will
maintain strong financial discipline under its new consolidation
perimeter. Fitch expects the company to be guided by its
medium-term leverage target below 2.5x (company defined) with
controlled M&A and/or limited scope for shareholder remuneration.

Regulatory Changes in Canada: Immigration policy changes have
created challenges for GAHL's Canadian operations, with a more
restrictive environment for international student recruitment
through visa caps and Provincial Attestation Letters (PAL). This
will affect GAHL's growth in this market in the short to medium
term. Revised visa caps for new student arrivals in 2026 and 2027
result from concerns about the quality of education and a housing
crisis. This may lead to a slower growth in the sector in the short
run. However, the changes may encourage students to move towards
reputed institutes and should strengthen the sector in the medium
to long run.

Revised Estimates for Canada: The lower visa caps mean Fitch has
revised down its estimates for the Canadian operations, which will
be relevant from FY27. However, Fitch does not expect the new caps
to lead to a proportionate reduction in student enrolment at GAHL,
and estimate that despite projected contracted EBITDA, operating
and financial metrics will remain intact, commensurate with the
'BB-' IDR. Fitch also anticipates that in case of a more severe
operational impact from the revised regulatory change in Canada,
GAHL's shareholders will apply some of the liquidity buffer from
the sale of 50% in Arden University (Arden Bidco Limited, B/Stable)
to support the business.

Geographic Diversification Mitigates Risks: However, GAHL's
geographically diverse portfolio across different countries
including the UK, India and Germany provides revenue
diversification that mitigates regulatory risks in any single
market. Canada remains a core market for GAHL, and management is
working to increase domestic student enrolment here (only around 1%
of its Canadian student base) and increasing its offering of online
degrees.

Recurring, Diverse Income Streams: GAHL benefits from a varied
income stream stemming from its geographically diverse, single- or
multiyear course offering, spanning vocational and professional
tuition and undergraduate and post-graduate degrees. Some courses
are for two or more years, resulting in some inelasticity in its
revenue profile. Recurring revenues, combined with low capex
requirements, are positive factors for FCF generation. Fitch
expects double-digit annual revenue growth between FY26 and FY29 at
group level, supported by an increasing student intake. GAHL
continues to benefit from the uncorrelated performance of its
portfolio institutions.

Steady Group Profitability: Fitch expects solid profitability at
group level, with Canada accounting for a high proportion of EBITDA
contribution. Fitch projects that the group's EBITDA margin will
remain above 20% over the rating horizon and that GAHL should be
able to adequately manage cost and wage inflation through fee
increases. Fitch believes Canada's profitability is likely to
stabilise after a period of rapid expansion due to capacity limits
and management's decision to maintain optimal student-teacher
ratios.

Moderate Execution Risks: The group's intention to rapidly ramp up
student enrolment by increasing international student recruitment
and offering more online courses, bears some risks despite
management's recent successful growth strategy in Canada.
Increasing volumes within existing campus infrastructure and online
experiences could dilute the student experience and teaching
standards, which may risk diminishing GAHL institutions' reputation
for quality. Dependence on overseas students could also make
business volumes vulnerable to governments' immigration policies.

Continued Acquisition Appetite: The rating factors in around GBP50
million a year for bolt-on M&A over 2028-2029 - which could be
higher without necessarily derailing the deleveraging profile.
Alternatively, cash could be used for new campus development and
expansion of existing campuses (through greenfield capex projects).
GAHL may also pursue debt-funded acquisitions, which may increase
leverage temporarily. However, value-accretive acquisitions should
lead to an increase in profitability over the medium term, as Fitch
assumes GAHL would apply its content and student growth template.

Peer Analysis

GAHL has wider breadth than the K-12 schools of Lernen Bidco
Limited (B/Stable). However, it offers shorter courses, typically
of three to four years (longer for part time), whereas retention
will be higher for primary and secondary schools. As GAHL has
expanded, its reliance on international student enrolments has
risen. GAHL is recruiting international students for its Canada
operations, while other locations have served local students in its
India and UK locations.

Fitch’s Key Rating-Case Assumptions

- Revenue growth in low double digits driven by growing student
intake in divisions such as Canada, India and London College of
Contemporary Arts, alongside single-digit annual fee increases;
revenue growth to stabilize over the later years as enrolment
slows

- Group EBITDA margins remaining above 20% and improving to around
24% by 2028, driven by student growth in Canada

- Working capital inflows of 2.5% of revenues

- Annual capex on average at around 4.5% of revenues to FY29

- Combination of M&A and dividends of around GBP70 million in FY28
increasing to GBP80 million in FY29 (subject to leverage headroom)

Recovery Analysis

Fitch rates GAH Finco Limited's senior secured instrument at 'BB+'
in accordance with its Corporates Recovery Ratings and Instrument
Ratings Criteria, under which it applies a generic approach to
instrument notching for 'BB' rated issuers. Fitch labels the term
loans issued by GAH Finco Limited as "Category 2 first lien" under
its criteria, resulting in a Recovery Rating of 'RR2', with a
two-notch uplift from the IDR to 'BB+'.

RATING SENSITIVITIES

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

- A weakening reputation and/or more aggressive debt-funded
acquisitions, which lead to lease-adjusted gross debt/EBITDAR above
3.5x on a sustained basis

- EBITDAR fixed-charge coverage below 3.0x on a sustained basis

- EBITDA margin consistently under 20%

- FCF margin falling to low single digits

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

- Increasing scale, with EBITDA exceeding GBP250 million and EBITDA
margin remaining consistently at mid-20%

- EBITDAR fixed-charge coverage above 3.5x on a sustained basis

- Lease-adjusted gross debt/EBITDAR below 2.5x on a sustained
basis

- FCF margin remaining sustainably at mid-single digits

Liquidity and Debt Structure

GAHL has satisfactory liquidity, which includes GBP95 million of
cash on balance sheet as of August 2025. Liquidity is also
supported by a GBP50 million revolving credit facility with a
6.5-year tenor. The new term loan B (TLB), split between EUR375
million term and GBP100 million, has a seven-year tenor.

Issuer Profile

GAHL is a global, for-profit, privately owned, under- and
post-graduate university and higher education group.

Summary of Financial Adjustments

- Fitch views leases as a core financing decision for GAHL under
its property-based services, unlike other service providers and
therefore use lease-adjusted metrics in assessing its financial
risk profile.

- The company's long-dated real estate leases mean Fitch calculates
lease liabilities by capitalising lease cost proxy, calculated as
the sum of its annual cash lease, at an 8x multiple. This is
similar to the implied lease multiple used for other education
peers.

- Fitch has classified GBP20 million of cash as restricted cash.

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
   -----------               ------           --------   -----
Markermeer
Finance B.V.

   senior secured      LT     WD  Withdrawn              B+

Global University
Systems Holding B.V.   LT IDR BB- Upgrade                B
LT IDR WD  Withdrawn

   senior secured      LT     WD  Withdrawn              B+

GAH Finco Limited

   senior secured      LT     BB+ New Rating    RR2

   senior secured      LT     BB+ New Rating    RR2      BB+(EXP)

Global Academic
Holdings Ltd           LT IDR BB- New Rating             BB-(EXP)

HETTON SOCIAL: KBL Advisory Appointed as Administrators
-------------------------------------------------------
Hetton Social Club Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts in Newcastle-upon-Tyne, Insolvency & Companies List (ChD),
Court No. CR-2025-000155, and Steven Brown and Steve Kenny of KBL
Advisory Ltd were appointed as administrators on Dec. 2, 2025.

Hetton Social operated licensed clubs.

Its registered office and principal trading address is Station
Road, Hetton-le-Hole, Houghton Le Spring, Tyne and Wear DH5 9JB.

The administrators can be reached at:

     Steven Brown
     Steve Kenny
     KBL Advisory Ltd
     Stamford House
     Northenden Road
     Sale, Cheshire, M33 2DH

Contact details for Administrators:

     Freddie Pass
     Tel: 0161 637 8100
     Email: freddie.pass@KBL-Advisory.com

IONX NETWORKS: Teneo Financial Appointed as Joint Administrators
----------------------------------------------------------------
IONX Networks Ltd was placed into administration proceedings in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), Court No.
CR-2025-008545, and Matthew Mawhinney and Matthew Roe of Teneo
Financial Advisory Limited were appointed as joint administrators
on Dec. 3, 2025.

IONX Networks specialized in wireless telecommunications.

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 Atlas House, Globe Business Park,
Third Avenue, Marlow, SL7 1EY.

The joint administrators can be reached at:

     Matthew Mawhinney
     Matthew Roe
     Teneo Financial Advisory Limited
     The Colmore Building
     20 Colmore Circus Queensway
     Birmingham, B4 6AT

Further details contact:

     The Joint Administrators
     Tel: +44 121 619 0120
     Email: IONXUK@teneo.com

Alternative contact:

     Zephyr Wang


JL20 RESTAURANTS: Turpin Barker Appointed as Administrators
-----------------------------------------------------------
JL20 Restaurants Ltd was placed into administration proceedings in
the High Court of Justice, Court No. CR-2025-008547, and Martin C
Armstrong and Andrew Richard Bailey of Turpin Barker Armstrong were
appointed as administrators on Dec. 3, 2025.

JL20 Restaurants specialized operated restaurants.

Its registered office is at Waterside, 1 Station Rd, Hertfordshire,
Harpenden, AL5 4US.

Its principal trading addresses are 83 Fore Street, Hertford,
Hertfordshire, SG14 1AL; 14-16 Heritage Close, St Albans, Herts,
AL3 4EB; 20a Leyton Road, Harpenden, Herts, AL5 2HU; 25b-26 Sun St,
Hitchin, Herts, SG5 1AH; 163-165 High Street, Berkhamsted, Herts,
HP4 3HB; 2 Highgate High St, London, N6 5JL; 19 Market Place,
Woburn, Milton Keynes, MK17 9PZ.

The administrators can be reached at:

     Martin C Armstrong
     Andrew Richard Bailey
     Turpin Barker Armstrong
     Allen House
     1 Westmead Road
     Sutton, Surrey, SM1 4LA

Further details contact:

     Kieran Robinson
     Tel: 020 8661 7878
     Email: kieran.robinson@turpinba.co.uk



MEAT GUYZ: FRP Advisory Appointed as Joint Administrators
---------------------------------------------------------
The Meat Guyz Ltd was placed into administration proceedings in the
High Court of Justice, Court No. CR-2025-008578, and Nedim Ailyan
and Paul Atkinson of FRP Advisory Trading Limited were appointed as
joint administrators on Dec. 4, 2025.

The Meat Guyz specialized in the wholesale of meat and meat
products.

Its registered office is at 38 Pool Lane, Brocton, Stafford, ST17
0TY, to be changed to Centre Block, 4th Floor Central Court, Knoll
Rise, Orpington, BR6 0JA.

Its principal trading address is Ground Floor and Part First Floor
Mezzanine, 39 Spray Street, Woolwich, London, SE18 6AP.

The joint administrators can be reached at:

     Nedim Ailyan
     Paul Atkinson
     FRP Advisory Trading Limited
     4th Floor, Centre Block
     Central Court, Knoll Rise
     Orpington, Kent, BR6 0JA

Further details contact:

     The Joint Administrators
     Tel: 020 8302 4344

Alternative contact:

     Luke Francis
     Email: cp.orpington@frpadvisory.com

TRANS-CONTINENTAL GROUP: RSM UK Appointed as Administrators
-----------------------------------------------------------
Trans-Continental Group Limited was placed into administration
proceedings in the High Court of Justice, The Business and Property
Courts in Manchester, Court No. CR-2025-MAN-0001583, and
Christopher Ratten and Gareth Harris of RSM UK Restructuring
Advisory LLP were appointed as administrators on Nov. 27, 2025.

Trans-Continental offered non-specialised wholesale trade.

Its registered office and principal trading address is Transcon
House, Unit 4 Amy Johnson Way, Blackpool, FY4 2RP.

The administrators can be reached at:

     Christopher Ratten
     RSM UK Restructuring Advisory LLP
     Landmark, St Peter's Square
     1 Oxford Street
     Manchester, M1 4PB

     Gareth Harris
     RSM UK Restructuring Advisory LLP
     Central Square, 5th Floor
     29 Wellington Street
     Leeds, LS1 4DL

Correspondence address and contact details:

     Phil Higham
     RSM UK Restructuring Advisory LLP
     St Peter's Square, 1 Oxford Street,
     Manchester, M1 4PB
     Tel: 0161 830 4152

Further details contact:

     Christopher Ratten
     Tel: 0161 830 4000

     Gareth Harris
     Tel: 0113 285 5000


TULLOW OIL: Moody's Cuts CFR to Ca & Senior Secured Notes to Caa3
-----------------------------------------------------------------
Moody's Ratings has downgraded the long term corporate family
rating of Tullow Oil plc (Tullow) to Ca from Caa2, along with the
company's probability of default rating to Ca-PD from Caa2-PD.
Concurrently, Moody's downgraded to Caa3 from Caa2 the rating of
the backed senior secured notes due 2026. The outlook remains
negative.            

RATINGS RATIONALE

The downgrade of Tullow's ratings reflects that the company is now
engaging with lenders to address its approaching maturity wall,
which could include an amend and extend exercise and other forms of
liability management transactions, according to the company.
Moody's believes a default, for example a distressed exchange under
Moody's definitions of default, is now very likely ahead of the
backed senior secured notes maturity in May 2026, and with an
increased risk of losses for creditors.

The governance considerations highlighted above were among key
drivers of this rating action.

LIQUIDITY

Tullow's liquidity is weak on account of significant debt
obligations maturing in May 2026, but also limited cash flow
generation and absence of sources of external liquidity following
the cancellation of the revolving credit facility in July 2025.

STRUCTURAL CONSIDERATIONS

Tullow's capital structure currently comprises:

-- Outstanding $1,285 million of backed senior secured notes due
in May 2026 (2026 SSNs)

-- A $400 million five-year term facility due in November 2028
provided by Glencore Energy UK Ltd. This facility is secured by the
same collateral as the 2026 SSNs but subordinated in right of
payment in an enforcement scenario

The backed senior secured instrument rating of Caa3 is one notch
above Tullow's CFR and reflects the priority ranking of the bond,
ahead of the Glencore-backed facility.

OUTLOOK

The negative outlook reflects the uncertainty regarding the outcome
of the company's efforts to address its maturities.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

A rating upgrade is currently unlikely and would require the
company to address its refinancing risk. It would also require a
meaningful improvement in operating performance, liquidity and,
ultimately, a sustainable capital structure and cash flow profile.

Conversely, Tullow's ratings could be downgraded further if
recovery expectations weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.

Tullow's Ca CFR is three notches below the scorecard-indicated
outcome (based on historic metrics for the 12 month period to June
2025, excluding the divested Gabonese assets) of Caa1. The
difference reflects the company's elevated refinancing risk,
including the risk of a distressed exchange and default, in the
context of a highly-leveraged capital structure.

COMPANY PROFILE

Headquartered in the United Kingdom, Tullow is an independent oil
and gas exploration and production company operating in West
Africa. Average daily production in the first half of 2025 amounted
to 50 thousand barrels of oil equivalent, of which 81% was produced
in Ghana (Caa1 stable). Tullow is listed on the London and Ghanaian
stock exchanges.

WARWICK WARD: Interpath Advisory Appointed as Joint Administrators
------------------------------------------------------------------
Warwick Ward (Machinery) Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Company and Insolvency List (ChD),
Court No. CR-2025-LDS-001153, and James Ronald Alexander Lumb and
James Richard Clark of Interpath Advisory were appointed as joint
administrators on Dec. 3, 2025.

Warwick Ward's agents were involved in the sale of machinery,
industrial equipment, ships and aircraft.

Its registered office is at Interpath Ltd, 60 Grey Street,
Newcastle upon Tyne, NE1 6AH.

Its principal trading address is Blacker Hill Sidings, Blacker
Hill, Barnsley, S74 0RE.

The joint administrators can be reached at:

     James Ronald Alexander Lumb
     James Richard Clark
     Interpath Advisory
     Interpath Ltd
     4th Floor, Tailors Corner
     Thirsk Row, Leeds, LS1 4DP

Further details contact:

     Becca Sargeant
     Email: Becca.sargeant@interpath.com

WHITWELL HALL: Parker Andrews Appointed as Administrators
---------------------------------------------------------
Whitwell Hall Country Centre Ltd was placed into administration
proceedings in the High Court of Justice, Court No. CR-2025-008546,
and Grace Jones and David Perkins of Parker Andrews Limited were
appointed as administrators on Dec. 3, 2025.

Formerly known as Forest School (1938) Limited, Whitwell Hall
specialized in other education not elsewhere classified.

Its registered office is at Whitwell Hall, Reepham, Norfolk, NR10
4RE, and will shortly be changed to c/o Parker Andrews Ltd, 5th
Floor, The Union Building, 51-59 Rose Lane, Norwich, Norfolk, NR1
1BY.

Its principal trading address is Whitwell Hall, Reepham, Norfolk,
NR10 4RE.

The administrators can be reached at:

     Grace Jones
     David Perkins
     Parker Andrews Limited
     5th Floor, The Union Building
     51-59 Rose Lane
     Norwich, NR1 1BY

Further details contact:

     Amie Shorten
     Tel: 01603 284284
     Email: Amie.shorten@parkerandrews.co.uk


                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
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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.

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