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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

          Friday, December 19, 2025, Vol. 26, No. 253

                           Headlines



B E L G I U M

HOUSE OF HR: S&P Affirms 'B' ICR Amid Prolonged Market Weakness


G E R M A N Y

KLOCKNER PENTAPLAST: Bankr. S.D. Tex. Confirms Reorganization Plan


G R E E C E

EUROBANK ERGASIAS: Moody's Withdraws '(P)Ba1' EMTN Programme Rating


I R E L A N D

BARINGS EURO 2019-1: Moody's Cuts Rating on Class F-R Notes to Caa1
MADISON PARK XX: S&P Assigns B- (sf) Rating to Class F-R-R Notes
OCP EURO 2023-8: S&P Assigns B- (sf) Rating to Class F-R Notes


I T A L Y

IMA INDUSTRIA: Moody's Hikes CFR to B1, Alters Outlook to Stable
RELAIS SPV: Moody's Cuts Rating on EUR466MM Class A Notes to Ba2
STRESA SECURITISATION: S&P Affirms 'B+(sf)' Rating on Cl. D Notes


L U X E M B O U R G

BREAKWATER ENERGY: $75MM Notes Add-on No Impact on Moody's B1 CFR
WEBPROS INVESTMENTS: S&P Withdraws 'B+' LT Issuer Credit Rating


S P A I N

CELSA OPCO: S&P Assigns 'B' ICR on Completed Issuance of Notes
GRIFOLS SA: S&P Ups ICR to 'BB-' on Strong Operating Performance
SANTANDER HIPOTECARIO 2: Moody's Affirms C Rating on Class F Notes


S W E D E N

TRANSCOM TOPCO: S&P Affirms 'B-' long-Term ICR, Outlook Negative


U N I T E D   K I N G D O M

CONSORT HEALTHCARE: Moody's Ups Rating on GBP93.3MM Bond to 'B3'
GEMGARTO PLC 2023-1: Moody's Affirms B1 Rating on GBP2.74MM F Notes
SHERWOOD PARENTCO: Moody's Affirms 'B2' CFR, Alters Outlook to Neg.
TANKBEER UK: KRE Corporate Recovery Appointed as Administrators
VIBRANCE: BDO LLP Appointed as Joint Administrators



X X X X X X X X

[] BOOK REVIEW: The Titans of Takeover

                           - - - - -


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B E L G I U M
=============

HOUSE OF HR: S&P Affirms 'B' ICR Amid Prolonged Market Weakness
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on general and
specialized staffing services company House of HR Group B.V. (HOHR)
and the group's first-lien debt, with the recovery rating remaining
at '3', indicating its expectation of meaningful recovery prospects
(50%-70%; rounded estimate: 55%) in the event of a default.

S&P said, "The negative outlook reflects the uncertain
macroeconomic and employment conditions and indicates we could
lower the ratings in the next 6 to 12 months if we do not see a
sequential and material improvement in HOHR's earnings, leading us
to believe that its EBITDA interest coverage will remain well below
2x and free operating cash flow (FOCF) after leases negative for a
prolonged period."

HOHR remains affected by muted volumes in the staffing industry,
but its operating performance has improved sequentially quarter
over quarter, reflecting some signs of market recovery and
cost-saving measures.

S&P expects improving earnings will support deleveraging toward 7x
in 2026, from our estimate of 8.0x in 2025, and EBITDA interest
coverage increasing to 1.7x, from 1.3x, although cash flow
generation will remain hampered by very high lease and interest
burden, as well as deferred tax payments.

The rating affirmation reflects the sequential improvement in House
of HR's operating performance, amid the weak macroeconomic
environment. For the first nine months of 2025, the company
reported revenue growth of 1.7% mainly due to consolidation of Pro
Industry acquired in April 2025. On a like-for-like basis, revenue
declined 0.4%, underpinned by weak volumes and offset by an
increase in prices. Performance has improved quarter over quarter,
owing to recovery in some temporary staffing markets, although it
remained dampened by weak volumes in engineering and consulting.
S&P said, "Based on these trends, we anticipate flat like-for-like
revenue growth for 2025, and total revenue growth of 2.7% including
Pro Industry's consolidation. We expect revenue growth of 4% in
2026, driven by 2.4% like-for-like growth--including an increase in
prices and modest recovery in volumes--and the full-year
consolidation of Pro Industry. Reported EBITDA for the first nine
months of 2025 was EUR230.5 million (-0.5% year over year) with the
EBITDA margin at 9.0% versus 9.2% for the same period of 2024. The
decline is due to lower productivity stemming from bench time (time
spent on non-billable work), sickness, and holidays, and an adverse
sales mix. For 2025, we expect an improvement in S&P Global
Ratings-adjusted EBITDA margins to 9.3% from 9.1% in 2024,
underpinned by the nonrecurrence of several one-off items recorded
in fourth-quarter 2024, and lower overheads, thanks to cost-saving
initiatives. We expect EBITDA margins will improvement to 10% in
2026 driven by productivity and cost savings, relatively lower
one-offs, and modest recovery in volumes."

Amid uncertain macroeconomic and employment conditions, headroom
under the 'B' rating is minimal. S&P said, "We forecast that HOHR's
leverage will remain elevated at about 8.0x in 2025, slightly up
from 7.8x in 2024, before declining to about 7x in 2026 as
profitability strengthens. EBITDA interest coverage will be 1.3x in
2025, in line with 2024 due to high interest costs of about EUR233
million. However, the interest costs include payments for two
additional months totaling EUR27.4 million. This is because HOHR
switched to monthly interest payments from quarterly during 2025 to
benefit from declining floating rates and save EUR0.4 million in
cash interest payments. Excluding additional interest expenses,
EBITDA interest coverage is estimated at 1.5x in 2025. We expect
EBITDA interest coverage will improve to 1.7x in 2026 with EBITDA
expansion. We anticipate FOCF of about EUR47 million in 2025,
improving to about EUR65 million in 2026 due to stronger EBITDA and
limited capital expenditure (capex), partly offset in 2026 by the
payment of EUR30.5 million of taxes deferred from 2022-2024. Due to
high lease payments of EUR95 million-EUR100 million per year, we
forecast negative FOCF adjusted for lease capex of about EUR20
million in 2025 and 2026. However, the company maintains ample
liquidity to absorb these negative cash flows, thanks to a cash
balance of about EUR96 million and EUR165 million available under a
revolving credit facility (RCF) as of Sept. 30, 2025. We also
acknowledge the company's intent to rationalize its leases."

S&P said, "The negative outlook reflects the uncertain
macroeconomic and employment conditions and indicates that we could
lower the ratings in the next 6 to 12 months if we do not see a
sequential and material improvement in House of HR's earnings,
leading us to believe that its EBITDA interest coverage will remain
well below 2x and its FOCF after leases negative for a prolonged
period."

S&P could lower the ratings if:

-- EBITDA interest coverage remains materially below 2.0x.

-- A prolonged economic downturn caused FOCF after lease payments
to remain negative with no clear signs of recovery.

-- The group's financial policy decisions prevented the company
from deleveraging.

S&P could revise the outlook to stable if HOHR's operating
performance recovers, with sustained positive FOCF after leases,
and EBITDA interest coverage improving toward 2x.




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G E R M A N Y
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KLOCKNER PENTAPLAST: Bankr. S.D. Tex. Confirms Reorganization Plan
------------------------------------------------------------------
Klockner Pentaplast announced on Dec. 16, 2025, that the United
States Bankruptcy Court for the Southern District of Texas has
confirmed kp's Plan of Reorganisation, positioning the Company to
successfully complete its financial restructuring and emerge from
the US Chapter 11 process as promptly as possible.

The Plan was developed and financed with the support of the ad hoc
group of the Company's first-lien lenders and noteholders.

Upon emergence, kp will eliminate approximately EUR1.3 billion of
funded debt. The Company will move forward with the support of new
owners, a stronger balance sheet, and significant financial
flexibility. The Plan and related restructuring transactions follow
the funding by the Company's existing first-lien creditors of
EUR349 million in new capital to support the Company's operations
and restructuring.

Roberto Villaquiran, Chief Executive Officer, said, "We entered
this process with a clear purpose -- to provide kp with a strong
financial foundation to grow our leading portfolio, drive
cutting-edge innovation, and deliver excellence for our customers.
With the Court's approval of our Plan, we are an important step
closer to delivering on this goal, and doing so on an accelerated
basis thanks to the continued support of our financial partners,
who will become kp's new owners upon emergence."

Villaquiran continued, "We are grateful to our global customers,
vendors, suppliers, and business partners for their ongoing trust
and support. We'd also like to thank our employees for their
unwavering dedication and commitment throughout this process,
demonstrating a relentless focus that has enabled us to achieve
excellence. We are excited to move ahead and confident that we will
enter this next phase as a benchmark in the industry for responding
to the needs of our customers with agility and excellence."

As it has throughout this process, kp is continuing to operate as
usual, including paying vendors, suppliers, and business partners
as normal.

Under the Plan and upon emergence, all general unsecured claims
will either be paid in full or reinstated.

Additional information

Additional information regarding kp's US court-supervised process
is available at advancingkp.com. Court filings and other
information related to the proceedings are available on a separate
website administered by the Company's claims agent, Stretto, at
https://cases.stretto.com/Klockner; by calling Stretto
representatives toll-free at (833) 212-0915, or +1 (949) 273-2457
for calls originating outside of the US or Canada; or by emailing
KPInquiries@Stretto.com.

Advisors

Kirkland & Ellis is serving as legal counsel, PJT Partners is
serving as investment banker, and Alvarez & Marsal is serving as
restructuring advisor to kp. Joele Frank, Wilkinson Brimmer Katcher
is serving as strategic communications advisor to the Company. The
ad hoc group of kp's first-lien lenders and noteholders are advised
by Gibson, Dunn & Crutcher LLP as counsel and Houlihan Lokey UK
Limited as investment banker.

               About Klockner Pentaplast

Klockner Pentaplast is a Germany-based packaging manufacturer.

Klockner Pentaplast sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No.25-90645) on November 4,
2025.

Honorable Bankruptcy Judge Christopher M. Lopez handles the case.

The Debtor is represented by Eric Michael English, Esq, of Porter
Hedges LLP.



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G R E E C E
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EUROBANK ERGASIAS: Moody's Withdraws '(P)Ba1' EMTN Programme Rating
-------------------------------------------------------------------
Moody's Ratings has withdrawn all outstanding ratings of Eurobank
Ergasias Services and Holdings S.A. (Eurobank Holdings), and has
assigned new ratings to Eurobank S.A. (Eurobank).

More specifically, Moody's have withdrawn the local and foreign
currency (P)Ba1 long-term EMTN programme subordinated ratings under
Eurobank Holdings. Moody's have also affirmed the Ba1 long-term
subordinated rating on the outstanding Tier 2 notes (ISIN:
XS2562543442, XS2752471206 & XS2987792269), and the Ba3 (hyb)
long-term preferred stock non-cumulative rating on the outstanding
Additional Tier 1 (AT1) notes (ISIN: XS3044351867 & XS3224517410)
issued by Eurobank Holdings. With effect from the reverse merger
completion, Eurobank will substitute Eurobank Holdings as universal
successor in respect of all Eurobank Holdings assets and
liabilities, including the existing outstanding Tier 2 and AT1
notes.

Concurrently, Moody's have assigned local and foreign currency
(P)Ba1 long-term subordinated programme ratings under Eurobank's
EUR10 billion EMTN programme. All other existing ratings and
assessments of Eurobank remain unaffected by this rating action.

RATINGS RATIONALE

This rating action was triggered by the group's decision to
simplify the holding and operating bank structure by carrying out a
reverse merger between Eurobank and Eurobank Holdings. The latter
has ceased to exist as a legal entity on December 12, 2025, while
all its creditors are now creditors of Eurobank through their
existing type of debt instruments and related priority of claims.
Eurobank as the surviving entity, is now listed on the Athens stock
exchange and has assumed all outstanding liabilities of the group.
It has become the parent company of the Group while retaining its
license as a credit institution.

MOODY’S ADVANCED LOSS GIVEN FAILURE (LGF) ANALYSIS DRIVES THE
BANK'S DEBT RATINGS

Eurobank has already issued sufficient bail-in-able instruments to
meet its Minimum Requirement for owned funds and Eligible
Liabilities (MREL), which provides ample loss absorbing cushion to
its senior unsecured creditors. The bank's overall MREL target at
the end of September 2025 was 27.8%, while it achieved an MREL
ratio of 29.2%.

The Ba1 rating assigned to the bank's subordinated (Tier 2) debt is
positioned one notch lower than its Baseline Credit Assessment
(BCA) of baa3, and takes into account the bank's more junior
liabilities that provide some level of protection to Tier 2
creditors based on its funding plans over the next 2 years. The Ba3
(hyb) rating assigned to the bank's non-cumulative preferred stock
or AT1 capital instruments is positioned three notches below its
BCA, and reflects the potentially higher losses that such creditors
could sustain in a resolution scenario.

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

Upward pressure on the bank's Tier 2 rating could arise from
potentially higher loss absorbing buffer in its volume of junior
debt instruments, based on Moody's Advanced LGF analysis. The
bank's AT1 rating can only benefit from a higher BCA, which is
currently constrained by Greece's sovereign rating of Baa3
(stable).

Conversely, Eurobank's Tier 2 and AT1 rating could be downgraded in
the event that its BCA is downgraded as a result of any significant
deterioration in its asset quality or recurring profitability. Any
material weakening in the operating environment and in funding
conditions from the elevated interest rates, could also have a
negative effect on the bank's BCA.

The principal methodology used in these ratings was Banks published
in November 2025.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.



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I R E L A N D
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BARINGS EURO 2019-1: Moody's Cuts Rating on Class F-R Notes to Caa1
-------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following notes
issued by Barings Euro CLO 2019-1 Designated Activity Company:

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Downgraded to Caa1 (sf); previously on Feb 25, 2022
Assigned B3 (sf)

Moody's have also affirmed the ratings on the following notes:

EUR248,000,000 Class A-R Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Feb 25, 2022 Assigned Aaa
(sf)

EUR24,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2034, Affirmed Aa2 (sf); previously on Feb 25, 2022 Assigned Aa2
(sf)

EUR15,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2034, Affirmed Aa2 (sf); previously on Feb 25, 2022 Assigned Aa2
(sf)

EUR25,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed A2 (sf); previously on Feb 25, 2022
Assigned A2 (sf)

EUR28,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Feb 25, 2022
Assigned Baa3 (sf)

EUR19,500,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Feb 25, 2022
Assigned Ba3 (sf)

Barings Euro CLO 2019-1 Designated Activity Company, issued in
September 2019 and later refinanced in February 2022, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Barings (U.K.) Limited. The transaction's reinvestment
period will end in October 2026.

RATINGS RATIONALE

The rating downgrade on the Class F-R notes is primarily a result
of the deterioration of the key credit metrics of the underlying
pool over the last twelve months.

The over-collateralisation ratios of the rated notes have
deteriorated due to defaults and credit risk sales which have
occurred through the reinvestment period. According to the trustee
report dated November 2025[1] the Class A/B, Class C, Class D,
Class E and Class F OC ratios are reported at 134.50%, 123.52%,
113.36%, 107.22% and 103.76% compared to November 2024[2] levels of
134.71%, 123.71%, 113.54%, 107.39% and 103.93%, respectively. In
addition, the decline in the weighted average spread (WAS) of the
portfolio reduces the excess spread available to cover shortfalls
caused by future defaults, over the same period the WAS decreased
to 3.62% from 3.84% a year ago.

The affirmations on the ratings on the Class A-R, B-1-R, B-2-R,
C-R, D-R and E-R notes are primarily a result of the expected
losses on the notes remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.

The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.

In Moody's base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR385.67m

Defaulted Securities: EUR1.50m

Diversity Score: 64

Weighted Average Rating Factor (WARF): 2952

Weighted Average Life (WAL): 4.44 years

Weighted Average Spread (WAS): 3.62%

Weighted Average Coupon (WAC): 4.45%

Weighted Average Recovery Rate (WARR): 42.67%

Par haircut in OC tests and interest diversion test: 0.11%

The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in October 2025.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: Once reaching the end of the
reinvestment period in October 2026, The main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Recoveries
higher than Moody's expectations would have a positive impact on
the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

MADISON PARK XX: S&P Assigns B- (sf) Rating to Class F-R-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Madison Park Euro
Funding XX DAC's class A-R-R loan and class A-R-R, B-R-R, C-R-R,
D-R-R, E-R-R, and F-R-R European cash flow CLO notes. At closing,
the issuer had unrated subordinated notes outstanding from the
existing transaction and also issued EUR36.50 additional
subordinated notes.

This transaction is a reset of the already existing transaction
that closed in March 2024. The existing classes of notes and loan
were fully redeemed with the proceeds from the issuance of the
replacement notes on the reset date. The ratings on the original
notes and loan have been withdrawn.

Under the transaction documents, the rated notes and loan 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 ends approximately 4.50 years
after closing, and its noncall period ends 1.50 years after
closing.

The ratings reflect S&P's assessment of:

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

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

-- The collateral co-managers, which comply with our operational
risk criteria.

-- 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     2,770.16
  Default rate dispersion                                  498.85
  Weighted-average life (years)                              4.65
  Obligor diversity measure                                148.88
  Industry diversity measure                                21.00
  Regional diversity measure                                 1.23

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            1.75
  Actual target 'AAA' weighted-average recovery (%)         36.24
  Actual target weighted-average spread (net of floors; %)   3.81
  Actual target weighted-average coupon                      5.45

Rationale

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, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.70%),
the covenanted weighted-average coupon (4.00%), and the target
weighted-average recovery rates at all other rating levels, as
indicated by the collateral manager. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

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

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

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

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.94% (for a portfolio with a weighted-average
life of 4.65 years), versus if we were to consider a long-term
sustainable default rate of 3.2% for 4.65 years, which would result
in a target default rate of 14.88%.

-- 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-R notes is commensurate with
the assigned 'B- (sf)' rating.

"Until the end of the reinvestment period on June 16, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it 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 co-managers may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings as of the closing date.

"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. The issuer is a special-purpose entity that meets our
criteria for bankruptcy remoteness.

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

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

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it is managed by UBS Asset
Management Credit Investments Group (UK) Ltd.

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

  A-R-R       AAA (sf)    182.40      38.00       3mE + 1.31%
  A-R-R Loan  AAA (sf)     65.60      38.00       3mE + 1.31%
  B-R-R       AA (sf)      42.00      27.50       3mE + 1.90%
  C-R-R       A (sf)       24.00      21.50       3mE + 2.30%
  D-R-R       BBB- (sf)    28.00      14.50       3mE + 3.30%
  E-R-R       BB- (sf)     20.00       9.50       3mE + 5.85%
  F-R-R       B- (sf)      12.00       6.50       3mE + 8.64%
  Existing sub    NR       17.20        N/A       N/A
  Additional sub  NR       36.50        N/A       N/A

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

Sub—Subordinated notes.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


OCP EURO 2023-8: S&P Assigns B- (sf) Rating to Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to OCP Euro CLO
2023-8 DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer had unrated subordinated notes outstanding from
the existing transaction and also issued additional subordinated
notes and class Z notes equalling 3.7 million.

This transaction is a reset of the already existing transaction
that closed in December 2023. The issuance proceeds of the
refinancing notes were used to redeem the refinanced debt (the
original transaction's class A-Loan, and class A, B, C, D, E, and F
notes, for which S&P withdrew its ratings at the same time), and
pay fees and expenses incurred in connection with the reset.

The ratings assigned to the reset notes reflect S&P's assessment
of:

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

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

-- The collateral manager's experienced team, which can affect the
performance of the rated debt 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 2741.28
  Default rate dispersion 649.77
  Weighted-average life (years) 4.32
  Weighted-average life (years) including reinvestment 4.85
  Obligor diversity measure 135.62
   Industry diversity measure 21.13
   Regional diversity measure 1.39

Transaction key metrics

  Portfolio weighted-average rating derived from our CDO
evaluator B
  'CCC' category rated assets (%) 2.64
  Portfolio target par amount (mil. EUR) 350
  Actual 'AAA' weighted-average recovery (%) 36.60
  Actual weighted-average spread 3.74
  Actual weighted-average coupon 2.57

Rating rationale

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

The portfolio's reinvestment period will end on Oct. 20, 2030. The
portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we have conducted our credit and cash flow analysis by
applying S&P's criteria for corporate cash flow CDOs.

S&P said, "In our cash flow analysis, we used the EUR350 million
target par amount, the actual weighted-average spread (3.74%),
actual weighted-average coupon (2.57%), and the actual
weighted-average recovery rate at each rating level.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
capped our assigned ratings on these notes.

"For the class X and A-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with the assigned rating.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class 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 or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

OCPE 2023-8 DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Onex Credit
Partners, LLC is the collateral manager.

  Ratings

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

  X      AAA (sf)      1.50    N/A        Three/six-month Euribor
                                          plus 0.85%

  A-R    AAA (sf)    217.00    38.00      Three/six-month Euribor
                                          plus 1.30%

  B-R    AA (sf)      38.50    27.00      Three/six-month Euribor
                                          plus 1.90%

  C-R    A (sf)       21.00    21.00      Three/six-month Euribor
                                          plus 2.25%

  D-R    BBB- (sf)    24.50    14.00      Three/six-month Euribor
                                          plus 3.30%

  E-R    BB- (sf)     15.75     9.50      Three/six-month Euribor
                                          plus 5.80%

  F-R    B- (sf)      10.50     6.50      Three/six-month Euribor
                                          plus 8.50%

  Z      NR            1.00      N/A      N/A

  Sub. Notes  NR      31.15      N/A      N/A

*S&P's ratings on the class X, A-R, and B-R notes address timely
interest and ultimate principal payments. Our ratings on 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.
Sub. Notes—Subordinated notes.
NR--Not rated.
N/A--Not applicable.




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

IMA INDUSTRIA: Moody's Hikes CFR to B1, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings upgraded to B1 from B2 the long-term Corporate
Family Rating and to B1-PD from B2-PD the Probability of Default
Rating of Italian automatic production and packaging machinery
manufacturer IMA INDUSTRIA MACCHINE AUTOMATICHE S.P.A. (IMA or the
group). Concurrently, Moody's have upgraded IMA's EUR900 million
senior secured floating rate notes (FRNs) due 2029 and EUR830
million senior secured fixed rate notes due 2028 to B1 from B2. The
outlook changed to stable from positive.

The rating action reflects:

-- Continued operating performance improvement as evidenced by an
expansion of IMA's Moody's-adjusted EBITA margin to 16.3% for the
last twelve months ending September 2025

-- Moody's expectations for a continuation of IMA's growth
strategy augmented by bolt-on acquisitions that will be largely
funded by excess cash, with limited impact from tariffs given the
high share of service and aftermarket revenues and localized
production and procurement

-- Track record of reducing leverage from around 5.7x
Moody's-adjusted debt to EBITDA in 2022 to 4.7x as of 30 September
2025

-- Track record of integration of acquisitions, which to date have
mostly been bolt-on acquisitions.

-- Reduced event risk as the company indicated that it does not
see a strong rationale for a merger with sector peer Pro Mach
Group, Inc. (B2 stable)

RATINGS RATIONALE

IMA's B1 ratings reflect its strong position in the global
automatic equipment sector, particularly for the processing and
packaging of pharmaceuticals, cosmetics, food, tea and coffee, with
steady demand, as well as substantial and consistent high-margin
after-sales services, which lends further stability. IMA's balanced
global presence, and industry-leading profitability, with a
Moody's-adjusted EBITA margin in excess of 16% as of September 30,
2025; long-standing customer relationships; and history of
generating free cash flow, aided by moderate capital expenditure
requirements, further support credit quality.

However, IMA's leveraged capital structure, with a Moody's-adjusted
gross debt/EBITDA ratio of 4.7x as of the end of September 2025,
and fluctuating working capital needs that can at times constrain
free cash flow generation, weigh on credit quality.  Furthermore,
potential for debt-financed acquisitions and the absence of a clear
commitment to maintaining or improving the capital structure
somewhat constrains the rating.

OUTLOOK

The outlook is stable. Moody's expects IMA to operate within a
leverage band of 4.5x to 5.5x, to retain its EBITA margins, and to
generate free cash flow.

LIQUIDITY

IMA's liquidity is very good. As of September 30, 2025 the company
had around EUR200 million of cash and cash equivalents, in addition
to around EUR580 million of unutilized borrowing facilities,
including a EUR220 million revolving credit facility and a EUR250
million guarantee facility. Moody's expects IMA in in 2025 and 2026
to generate free cash flow in excess of EUR150 million. In the
absence of acquisitions, Moody's expects the company to use excess
cash to further reduce leverage and potentially pay out dividends.

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

Moody's could upgrade ratings if IMA (i) established a track record
of more conservative financial policies, including a public
commitment to achieve and maintain a specific and lower target
leverage, (ii) increased product and end-market diversification
which leads to improved revenue and EBITDA visibility as well as
greater cash flow stability, (iii) debt/EBITDA below 4.5x on a
sustained basis, and (iv) FCF/Debt consistently in the low double
digits in percentage terms.

Conversely, Moody's could downgrade ratings if (i) EBITA margins
falls to below 14%; (ii) debt/EBITDA moves to above 5.5x; (iii)
evidence of more aggressive financial policy; or (iv) deteriorating
liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2025.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

COMPANY PROFILE

IMA INDUSTRIA MACCHINE AUTOMATICHE S.P.A. (IMA), headquartered in
Bologna, Italy, is a world leader in the design and assembly of
automated machines for the processing and packaging of
pharmaceuticals, cosmetics, food, tea and coffee. In 2024 IMA
generated revenue of around EUR2.4 billion and reported EBITDA of
around EUR433 million. Members of the Vacchi family own
approximately 51.0% of IMA's shares, with the remainder held by
funds of private equity firms BDT & MSD Partners.

RELAIS SPV: Moody's Cuts Rating on EUR466MM Class A Notes to Ba2
----------------------------------------------------------------
Moody's Ratings has downgraded the rating of Class A Notes in
Relais SPV S.r.l. The rating action reflects the lower than
anticipated cash-flows generated from the recovery process on the
non-performing leases which is partially mitigated by
over-hedging.

EUR466M Class A Notes, Downgraded to Ba2 (sf); previously on Dec
11, 2020 Assigned Baa2 (sf)

Maximum achievable rating is Aa2 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by lower than anticipated cash-flows
generated from the recovery process on the non-performing leases.
However, given that initial performance was better than the one
considering when sizing the notional of the interest rate cap,
notes are over-hedged, which is beneficial for the transaction.

Lower than anticipated cash-flows generated from the recovery
process on the NPLs

The portfolio consists of nonperforming leases granted by UniCredit
Leasing S.p.A. and it is served by dovalue S.p.A. The assets
supporting the notes are receivables deriving mainly from real
estate financial lease agreements and the cashflow collections are
mainly generated by the sale of the assets in the real estate
market.

As of July 2025 Interest Payment Date ("IPD"), the ninth since
closing, the total cash collected stood at EUR473 million, of which
EUR401 million constituted by asset sale. The current Gross Book
Value ("GBV") is EUR1.31 billion, which compares to EUR1.58 billion
as of closing. As result, the advance rate of the Class A note
diminished to 14.5% from 29.5% as of closing. The share of
underlying positions linked to a real estate property was 32% as of
the latest reporting date, down from 88% as of closing.

As of July 2025 IPD, the Cumulative Net Collection Ratio stood at
76%, based on collections net of legal and procedural costs,
meaning that collections are coming significantly slower than
anticipated in the original Business Plan projections. This
compares against 92% as of the IPD in June 2024. The falling of the
Cumulative Net Collection Ratio below the threshold of 90% caused
the Interest Subordination Event trigger to be breached, postponing
the payment of Class B interests to the full repayment of the
principal of Class A.

According to the servicer's Original Business Plan, EUR350 million
were expected from July 2024 onwards in terms of gross collection,
of which EUR136 million should have been collected in the following
12 months, slightly less as per the latest approved Business Plan.
Of these, actual gross collections were EUR54 million. Current
Class A outstanding balance is EUR190 million, which compares with
the EUR218 million as of July 2024 IPD. The original Class A
balance was EUR466 million.

NPV Cumulative Profitability Ratio (the ratio between the Net
Present Value of collections against the expected collections as
per the original business plan, for positions which have been
either collected in full or written off) stood at 119%. However, it
only refers to closed positions while the time to process open
positions and the future collections on those remain to be seen.

Overhedging

The transaction benefits from an interest rate cap, linked to
six-month EURIBOR, provided by UniCredit Bank GmbH
(Aa3(cr)/P-1(cr)). The strike of the cap option increases during
the life of the transactions. In the last Interest Payment Date the
strike stood at 0.70% and it will increase up to 1.70% until the
expiring date (August 2038). The Cap Notional Amount for the next
IPD of February 2026 is EUR360 million. The notional of the
interest rate cap was initially equal to the outstanding balance of
the Classes A and B notes and then amortizing down with pre-defined
amounts.

With the current balance of the Class A notes exceeding the
scheduled notional amount outlined in the cap agreement, and the
Interest Subordination Event trigger having been breached, all cap
proceeds contribute to the payment of Class A interest and
principal. This mitigates the effect of the lower than anticipated
cash flows generated from the recovery process.

Moody's has also taken into account the potential cost of the GACS
Guarantee within its cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in its analysis.

The principal methodology used in this rating was "Non-performing
and Re-performing Loan Securitizations" published in April 2024.

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

Factors or circumstances that could lead to an upgrade of the
rating include (1) the recovery process of the non-performing loans
producing significantly higher cash-flows in a shorter time frame
than expected; (2) improvements in the credit quality of the
transaction counterparties; and (3) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
rating include (1) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the rating; (2) deterioration in the
credit quality of the transaction counterparties; and (3) increase
in sovereign risk.

STRESA SECURITISATION: S&P Affirms 'B+(sf)' Rating on Cl. D Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit rating on Stresa
Securitisation Srl's class A notes to 'AA+ (sf)' from 'AA (sf)'. At
the same time, S&P has affirmed its 'A+ (sf)', 'BBB (sf)', and 'B+
(sf)' ratings on the class B, C, and D notes, respectively. At the
same time, S&P resolved the under criteria observation (UCO)
placements on the ratings.

Under the transaction documents, the bank account provider,
Deutsche Bank AG, London branch, will take remedial action
following a downgrade below 'A-'. S&P said, "Under our current
counterparty criteria, we consider this counterparty risk exposure
as low, given our resolution counterparty rating on the bank
account provider. Therefore, the maximum achievable rating for the
class A notes is now 'AAA' compared with 'AA' under our previous
counterparty criteria."

The rating actions follow its full analysis of the most recent
information that S&P has received and the transaction's current
structural features.

According to the latest investor report, total arrears decreased to
6.2% from 10.5% at closing, with over half being in the 90+ day
bucket. However, the decrease is partly explained by some of the
severe arrears rolling into defaults. Loans classified as defaulted
increased to 14.7% from 8.0% at closing. S&P has received limited
recovery data on these defaulted assets, and it therefore tested
various scenarios with different recovery assumptions for this
portion of the portfolio.

S&P said, "We have received updated data on payment rates, which
show a decreasing trend for loans in arrears by more than 90 days.
"In our credit and cash flow analysis, we considered all the loans
in arrears by more than 12 months to be defaulted, even if under
the transaction documents, this is not the case if they have a
payment ratio above 80%.

"After applying our global RMBS criteria, the overall effect is a
decrease in our expected losses, due to a decrease in our
weighted-average foreclosure frequency (WAFF) and weighted-average
loss severity (WALS). Our WAFF assumptions decreased due to the
decrease in arrears levels, the decrease in reperforming assets,
and the decrease in the effective loan-to-value (LTV) ratio.

"In addition, our WALS assumptions have decreased due to the lower
current LTV ratio and the update of our house price index
assumptions."

  Portfolio WAFF and WALS

  Rating   WAFF (%)   WALS (%)  Credit coverage (%)

  AAA      33.80      19.79     6.69
  AA       25.87      16.82     4.35
  A        21.58      11.15     2.41
  BBB      16.43       8.31     1.37
  BB       11.76       6.35     0.75
  B        10.64       4.58     0.49

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

There are interest deferral triggers in this transaction, based on
cumulative defaults as a percentage of the initial pool balance at
closing, to allow for the deferral of the junior notes' interest if
the transaction's performance deteriorates. The triggers are set at
28%, 24%, and 17%, for the class B, C, and D notes, respectively.
Currently, the level of cumulative defaults as a percentage of the
initial pool balance is 14.68%. Our cash flow analysis incorporates
these triggers.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A notes is commensurate
with a 'AAA' rating. However, the notes are capped by our rating
above the sovereign criteria at 'AA+ (sf)'. We therefore raised to
'AA+ (sf)' from 'AA (sf)' our rating on the class A notes.

"We have affirmed our ratings on the class B, C, and D notes. These
classes could withstand stresses at higher ratings than those
assigned. However, we have not upgraded them due to the weak
performance of the collateral and their sensitivity to the
different recovery scenarios we run.

"At closing, we assumed a loss of one-third of one month of
collections in our cash flow analysis because the collection
account provider is not rated. In the current review, we have
removed this loss in line with our current counterparty criteria.
We consider this risk to be fully mitigated by the daily sweeping
frequency."

Stresa Securitisation is an RMBS transaction that securitizes a
pool of Italian residential mortgages. The portfolio comprises
performing loans, loans in arrears, reperforming assets, as well as
a portion of defaulted assets.




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

BREAKWATER ENERGY: $75MM Notes Add-on No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Ratings said that Breakwater Energy Holdings S.a r.l.'s
(Breakwater) B1 Corporate Family Rating and stable outlook will not
be affected by the company's proposed $75 million secured notes
offering, which will be issued as an add-on to its existing senior
secured notes currently rated B1.

Proceeds from the proposed debt offering will be used to a make a
distribution to Breakwater's equity sponsors, EIG and its
affiliates.

"This additional debt is expected to have a negligible effect on
the company's leverage profile and remains aligned with Moody's
initial assessments of its capital structure," said Sajjad Alam, a
Vice President at Moody's Ratings.

RATINGS RATIONALE

The new notes will be issued under identical terms and conditions
as the existing 9.25% notes due 2030, and will rank pari passu with
them. Consequently, they will have the same B1 rating. The notes
are secured by Breakwater's 25% equity interest in Repsol E&P
S.a.r.l. (Repsol E&P, unrated).

The stable rating outlook reflects Moody's expectations that
Breakwater's leverage metrics will improve as cash distributions
from Repsol E&P grow over time driven by lower capex and higher oil
production.

Breakwater's B1 CFR is supported by its 25% ownership interest in
Repsol E&P which has a large scale globally diversified asset
portfolio, manageable leverage and reinvestment profile, good
organic growth prospects, and an established track record of free
cash flow generation. The credit profile is retrained by
Breakwater's high standalone financial leverage, minority ownership
position and limited governance rights, indirect exposure to
volatile oil and gas prices and high near-term capex requirements
of Repsol E&P that could limit distributions to Breakwater, and
structural subordination to a significant amount of operating
company debt. Breakwater's standalone leverage and interest
coverage ratios should improve in 2026-27, driven by debt
amortization from excess cash flow sweeps required by the term loan
agreement and from higher distributions from Repsol E&P. On a
standalone basis, Moody's estimates Repsol E&P is a mid-Baa credit
quality company based on the scale of its current production and
reserves, cost structure and level of financial leverage. However,
Repsol E&P's credit profile benefits from its strategic importance
to Repsol S.A. (Repsol, Baa1 stable), strong integration between
the two companies, including capital support from the parent, and
the stronger credit profile and conservative financial policies of
Repsol. Repsol E&P's credit profile is enhanced by the parent's
financial strength and the expectation of extraordinary support if
needed.

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

Breakwater's CFR could be upgraded if the company could reduce
financial leverage, including standalone debt/EBITDA below 4.5x,
and sustain standalone EBITDA/Interest above 3.5x at mid-cycle
prices. The ratings could also be upgraded if Repsol E&P's credit
profile were to significantly improve, and Breakwater's stand-alone
financial profile remained unchanged. A downgrade could result if
standalone debt/EBITDA rises above 6.5x, or standalone
EBITDA/Interest remains below 2x over an extended period.
Breakwater's ratings could also be downgraded if there is a
significant deterioration in Repsol E&P's credit profile.

Breakwater Energy Holdings S.a r.l. is a Luxembourg incorporated
private company and an indirect wholly-owned subsidiary of
investment funds managed by EIG and its affiliates. Breakwater owns
a non-operated 25% stake in Repsol E&P S.a.r.l., a diversified
exploration & production company comprising Repsol S.A.'s entire
global upstream oil and gas business.

WEBPROS INVESTMENTS: S&P Withdraws 'B+' LT Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings withdrew its 'B+' long-term issuer credit rating
on Webpros Investments S.a.r.l., and its 'B+' issue rating on
Webpros' debt, at the issuer's request. The company repaid its
existing first-lien senior secured facilities before the
withdrawal.

The outlook was stable at the time of the withdrawal.




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

CELSA OPCO: S&P Assigns 'B' ICR on Completed Issuance of Notes
--------------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
Spain-based steel producer Celsa OpCo S.A.U. and 'B' issue rating
to its notes with a recovery rating of '3' (rounded recovery
prospects of 65%). This has support from improved cash-based credit
metrics (excluding the PIK), progress in operating performance, and
expected deleveraging.

The stable outlook reflects S&P's expectation that Celsa will
continue improving operating performance over the next 12 months,
mainly from implementing its cost efficiency program, without much
change in the European steel market conditions.

Celsa OpCo S.A.U. has successfully issued EUR1.2 billion in new
senior secured notes, comprising EUR750 million 8.25% senior
secured fixed notes and EUR450 million floating rate notes. At the
same time, the company is continuing to develop its business
operations, and S&P expects EBITDA to improve in 2025, with further
progress in the following years. The transaction also includes a
EUR200 million equity injection.

S&P said, "We believe that the resulting capital structure and the
maturity profile will match the company's cash flow capacity and
the cyclicality of the industry, supporting a gradual reduction of
debt or refinancing over time.

"At the same time, we believe that the current shareholder
structure, including the EUR600 million subordinated shareholder
payment-in-kind (PIK) loan at the immediate parent level, will
change over time. However, there are no negative implications in
the short term.

"Our 'B' issuer credit rating on Celsa Opco S.A.U. and 'B' issue
rating on the company's notes are in line with the preliminary
ratings we assigned on Dec. 2, 2025. Our base-case assumptions have
not changed, therefore there are no changes to our credit metrics
following the issuance of the notes."

Celsa is a midsize European long-steel producer with
multibillion-euro revenue and core operations in Spain and Poland,
where it holds strong 30%-40% market shares. The group's fully
electric arc furnace (EAF)-based, lower-carbon asset footprint
supports adequate debt-carrying capacity, although its financial
profile reflects a volatile track record and the major 2023
restructuring, during which the Spanish government helped
coordinate stakeholders through a memorandum of understanding to
stabilize ownership and operations. Celsa is currently owned by
nonstrategic former creditors with minority stakes held by
management.

S&P assesses Celsa's business risk profile as weak. Its narrow
geographic footprint and high exposure to construction-driven
demand represents about 85%-90% of group revenue. Its portfolio is
largely composed of commoditized long products, resulting in
sensitivity to steel price and volume cycles. The company's
facilities also only span three countries, offering lower
diversification than larger integrated competitors. Although the
Spanish construction market has recovered somewhat, demand across
France and Poland may soften, and overall construction activity
remains structurally below pre-2008 levels.

Celsa's EAF facilities are a key strength in the future low-carbon
environment. Celsa's EAF facilities support operating flexibility,
lower carbon intensity--around 0.2 tons of carbon dioxide
equivalent per ton of steel (tCO₂/t), and comparatively lower
medium-term capital expenditure (capex) needs. Partial vertical
integration--upstream via scrap collection and downstream through
distribution--supports cost efficiency.

Celsa is also well-positioned ahead of the phased rollout of the EU
carbon border adjustment mechanism (CBAM), which could narrow the
cost gap versus high-emission imports over time. However, S&P does
not factor CBAM-related upside into our base case given
uncertainties around timing and magnitude.

S&P said, "We expect Celsa's earnings trajectory to strengthen over
the next 24 months. Our base case forecasts S&P Global
Ratings-adjusted EBITDA increasing to approximately EUR380 million
in 2025 and close to EUR400 million in 2026, compared with EUR257
million in 2024, supported by early delivery from the company's
value creation plan (VCP), efficiency gains in both Spain and
Poland, and gradually recovering margins in construction-driven end
markets." Roughly one-third of the EBITDA uplift is market-driven,
while the remainder stems from operational initiatives such as
yield optimization, production balancing across plants, procurement
efficiencies, and improved labor productivity. Although the company
historically underperformed versus peers during favorable market
cycles, new management's program is showing early traction and
should support margin expansion toward 11.5%-12.5%through 2026 from
7.7% in 2024.

The completed refinancing simplifies the capital structure, extends
maturities to 2030, and strengthens liquidity. It includes EUR1.2
billion of senior secured notes due 2030 (comprising EUR750 million
8.25% fixed-rate notes and EUR450 million floating-rate notes), a
new EUR200 million super senior revolving credit facility (RCF;
EUR50 million drawn at close), EUR200 million of new equity, and
the issuance of the deeply subordinated PIK shareholder loan (SHL).
Proceeds will refinance existing restructuring instruments and
provide flexibility for ongoing VCP delivery. PIK proceeds to enter
the restricted group as an equity contribution.

Overall, the refinancing enhances financial stability, while
operational improvements and the VCP underpin medium-term
deleveraging prospects. Execution risk remains, given the company's
historically uneven track record and exposure to
construction-related cyclicality, but S&P expects earnings
resilience and cash flow visibility to improve gradually as the VCP
continues to be delivered.

The EUR600 million PIK SHL is a deeply subordinated instrument with
remote impact on the company's ability to repay its debt. The PIK
will be issued at the LuxCo level outside the restricted group,
with no access to operating cash flow, pays fully PIK interest, and
matures after the senior secured notes. As a result, the SHL does
not weigh on the rating; it does not consume operating company
(OpCo) liquidity, does not add cash interest, and is excluded from
our key cash-based credit metrics, which better reflect underlying
financial risk.

S&P said, "The stable outlook reflects our expectation that Celsa
will continue improving operating performance over the next 12
months, mainly from implementing its cost efficiency program,
without much change in the European steel market conditions.

"Under our base-case we expect the company to report EBITDA of
EUR390 million-EUR440 million with positive free operating cash
flow (FOCF) of EUR40 million-EUR70 million. This would support
funds from operations (FFO) cash interest coverage of about 3.0x,
which is commensurate with the current rating, maintains the
current debt level at the OpCo, and preserves the company's ability
to repay the PIK loan at the parent level.

"Our rating assumes no changes in the shareholder structure or
changes in the company's portfolio.

"We could downgrade Celsa if we project EBITDA will fail to improve
toward EUR400 million due to operational setbacks or
weaker-than-expected delivery of the VCP, leading us to reassess
the company's new business model."

Other triggers that increase debt, and consequently could lead to a
lower rating, include weak, prolonged market conditions, working
capital outflow, and higher-than-expected capex needs.

While S&P does not expect an upgrade over the next two years, it
could consider one if:

-- Celsa demonstrates a solid track-record of performances (that
are not linked solely to healthy market conditions);

-- FOCF reaches at least EUR100 million on a sustained basis; and

-- Visibility improves on the shareholder structure of the
company.


GRIFOLS SA: S&P Ups ICR to 'BB-' on Strong Operating Performance
----------------------------------------------------------------
S&P Global Ratings raised its ratings on Spain-based
pharmaceuticals company Grifols and its senior secured notes to
'BB-' from 'B+', as well as its issue rating on its senior
unsecured notes to 'B' from 'B-'.

The stable outlook reflects S&P's view that Grifol's operating
performance will remain resilient over 2025-2027 and the company
will maintain a prudent financial policy.

Grifols continued to demonstrate strong performance in the first
nine months of 2025 despite significant foreign currency headwinds
and the impact of the U.S. Inflation Reduction Act (IRA). Grifols
reported revenue growth of 7.7% at constant currency, driven by
solid performance in Biopharma (+9.1%), and supported by its IG
franchise. This largely offset pricing pressures affecting Albumin
sales, which declined by 3.9% at constant currency. Continued
expansion of Xembify in subcutaneous immunoglobulins (SCIG) and
strong commercial execution in the U.S.--consistent with the
group's strategy to recover previously lost market share--allowed
Grifols to outperform the expanding hemoderivatives market while
improving its geographic mix. On the flip side, Albumin's
performance was negatively affected by pricing adjustments in
China, resulting in a 3.9% year-to-date decline at constant
currency. Growth was complemented by the Alpha-1 and Specialty
Proteins franchises, which expanded 4.3% year on year at constant
currency on the back of positive market trends and Grifols' market
leadership. S&P said, "We see ongoing trends continuing into fourth
quarter of 2025, leading to annual revenue growth of 6%-7% at
constant currency. On a reported basis, we estimate revenue growth
at 3%-4%, below our previous forecast of 8%-9%, reflecting the
impact of a weaker U.S. dollar."

S&P said, "Positive industry trends for IG should continue to
support revenue growth over the 2026-2027. After outperforming the
market over the past two years, we expect Grifols' top-line growth
to normalize toward broader market growth of 6%–7% through 2027.
Growth should be supported by favorable IG demand trends and
sustainable plasma supply, which should more than offset ongoing
pricing pressures for Albumin. Over the past two years, Grifols
used its strong IG inventory position to regain market
share--particularly in the U.S.--and expand in SCIG through
Xembify. In the future, we expect more tempered growth as the
company adopts a more conservative inventory strategy to support
free cash flow generation and net-debt reduction, a priority given
the industry's long inventory-conversion cycle. This shift is
further reinforced by mounting pricing pressure in the Albumin
segment as higher IG production inevitably increases Albumin
supply. In China, we forecast continued pricing pressure driven by
government-imposed cost controls across the health care sector,
which are affecting both prices and demand for Albumin as
authorities aim to reduce overall health care spending.
Nevertheless, we expect China to remain a key strategic market for
Grifols given its scale, relatively favorable pricing versus other
regions, and its strong partnerships with local players such as
Haier and SRAAS, which should help the company navigate these
challenges. Overall, Grifols appears well positioned to deliver
profitable growth in 2026 and 2027 broadly in line with the market,
supported by continued expansion of intravenous IG in high-value
markets, complemented by the launch of Yimmugo in the U.S.; and
further narrowing of the SCIG market-share gap. We continue to see
positive underlying demand trends for IG, underpinned by higher
diagnosis rates for key indications, an aging population, increased
disease awareness, and rising use of plasma-derived therapies. IG
is reinforcing its position as the standard of care for primary
immunodeficiencies, while demand continues to rise for secondary
immunodeficiencies--the largest growth opportunity within IG--as
well as for chronic inflammatory demyelinating polyneuropathy."

Grifols' profitability will likely strengthen in 2026 and 2027,
supported by higher volumes, improving efficiency, and the
normalization of one-off costs. S&P said, "For 2025, we expect S&P
Global Ratings-adjusted EBITDA to remain broadly in line with our
previous forecast of EUR1.75 billion-EUR1.8 billion as foreign
currency effects are partly mitigated by natural cost hedges at the
EBITDA level. This compares with company-reported adjusted EBITDA
of about EUR1.9 billion (at currency rates from February 2025),
within management's stated guidance range. Based on results for the
first nine months of 2025, we have high visibility on the full-year
S&P Global Ratings-adjusted EBITDA margin, which we estimate at
23.5%-24.0% in 2025, representing a material improvement from 22.5%
in 2024. For 2026 and 2027, we forecast annual margin expansion of
about 50 basis points, driven by ongoing positive operating
leverage, continued operational improvements, and normalizing
restructuring costs. Under our base case, we assume that Grifols'
operational improvement plan will continue to reduce the cost per
liter through donor center streamlining, optimized donor
compensation, and the rollout of the individualized nomogram in the
U.S. In addition, the yield transformation program should continue
to support end-to-end IG yield improvements through incremental
plant enhancements. At the same time, one-off costs associated with
these programs are expected to continue declining in 2026 and 2027,
following a material normalization in 2025."

S&P said, "Under our revised base-case for 2026 and 2027, we
forecast leverage will gradually decline to 4.2x-4.7x by year-end
2027, and FOCF will increase from about EUR400 million in 2025. In
line with the company's guidance, we forecast FOCF of approximately
EUR400 million in 2025, up from EUR302.9 million in 2024. This is
supported by higher EBITDA and stabilizing growth capital
expenditure (capex) notably stemming from the phase-out of
Immunotek payments, which should more than offset increased working
capital needs associated with growth. Given limited immediate needs
to expand the donor-center base, as well as sufficient
manufacturing capacity to meet expected growth in demand in the
coming years, we foresee Grifols shifting its growth capex to
increase efficiency in the supply chain to drive manufacturing and
plasma collection yields. Notwithstanding Grifols' efforts to drive
inventory optimization--optimization of the cost per liter, yield
improvements, and end-to-end supply-chain efficiencies--we continue
to expect annual cash outflows of EUR150 million-EUR200 million
annually over 2025-2027 as the company builds plasma inventories to
meet expected demand growth. In our view, continued EBITDA growth
and normalization of capex should support further FOCF expansion
over 2026 and 2027.

"In our view, deleveraging will be slowed by Grifols' intention to
allocate excess FOCF to dividend distributions and the buyback of
Haema and BPC. We understand that Grifols' strategic priorities
remain reducing net leverage toward its 3.0x-3.5x target range
(4.0x-4.5x on an S&P Global Ratings-adjusted basis), from 4.2x as
of Sept. 30, 2025, and further improving FOCF generation. That
said, from 2025 onward, we expect the company to allocate some of
its incremental FOCF to acquisitions--primarily related to
portfolio optimization--and to reinstate shareholder returns. This
includes the delisting of Biotest, completed in 2025 for EUR102
million, as well as our expectation that Grifols will exercise its
call options on Haema and BPC for a combined net cash outflow of
approximately EUR500 million in 2026. Taken together, these factors
should slow the deleveraging trend demonstrated in 2024, with our
adjusted leverage ratio expected to decline more gradually to about
5.0x-5.5x in 2025, 4.7x-5.2x in 2026, and 4.2x-4.7x in 2027. Based
on our understanding of Grifols' financial policy, we see limited
likelihood of additional discretionary spending that could hinder
the deleveraging path over the forecast period.

"We revised our assessment of management and governance to neutral
from moderately negative. This mainly reflects Grifols'
demonstrated improvements in risk management, as shown by more
effective liability management, stronger liquidity oversight, and
enhanced forecasting capabilities.

"The stable outlook reflects our view that Grifols' operating
performance will remain resilient over 2026-2027 and that the
company will maintain a prudent financial policy. Under our base
case, we expect Grifols to sustainably reduce leverage below 5x and
expand its FOCF cushion, supported by its strong market position in
the expanding hemoderivatives industry and continued efficiency
improvements across its supply chain.

"We could lower the rating if the group´s operating performance
deteriorates, such that adjusted leverage remains above 5x, or FOCF
generation materially weakens compared to our expectations, without
signs of a rapid improvement. This could mainly come from
unforeseen headwinds hampering the overall industry or operational
missteps disrupting the company's biopharma division. We could also
lower the rating if the company pursues a more aggressive financial
policy linked to large acquisitions or sizable discretionary
spending.

"We could raise the rating if Grifols outperforms our base case,
such that leverage decreases sustainably and comfortably below 5x
and FOCF to debt approaches 10%. This could occur if the company
delivers stronger-than-expected commercial and operational
execution, enabling it to grow faster than the dynamic
hemoderivatives industry, while achieving solid margin
improvements. An upgrade would also require the company to maintain
a consistently disciplined financial policy."


SANTANDER HIPOTECARIO 2: Moody's Affirms C Rating on Class F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of nine notes and affirmed
the ratings of five notes in two Spanish residential
mortgage-backed securities (RMBS) transactions: FTA SANTANDER
HIPOTECARIO 2 and FTA SANTANDER HIPOTECARIO 3. The rating upgrades
reflect the decreased country risk for the Notes previously rated
Aa1 (sf) and for the other affected Notes the decreased country
risk, increased levels of credit enhancement and
better-than-expected collateral performance.

The rating action concludes Moody's reviews of nine notes placed on
review for upgrade on October 06, 2025
(https://urlcurt.com/u?l=Hv0mjG) 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: FTA SANTANDER HIPOTECARIO 2

EUR1801.5M Class A Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade

EUR51.8M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR32.3M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR49.8M Class D Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR19.6M Class E Notes, Upgraded to Aa3 (sf); previously on Oct 6,
2025 Ba1 (sf) Placed On Review for Upgrade

EUR17.6M Class F Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)

Issuer: FTA SANTANDER HIPOTECARIO 3

EUR613M Class A1 Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR1540M Class A2 Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade

EUR420M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade

EUR79.2M Class B Notes, Upgraded to Baa1 (sf); previously on Oct
6, 2025 B2 (sf) Placed On Review for Upgrade

EUR47.5M Class C Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)

EUR72M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)

EUR28M Class E Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)

EUR22.4M Class F Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)

RATINGS RATIONALE

The upgrades are prompted by decreased country risk for the Notes
previously rated Aa1 (sf), and for the other affected Notes by
decreased country risk, the increase in credit enhancement
available for the affected tranches and decreased key collateral
assumptions, namely the portfolio Expected Loss (Portfolio EL) and
MILAN Stress Loss assumptions due to better-than-expected
collateral performance.

Moody's affirmed the ratings of the notes with an expected loss
consistent with their current rating.

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.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve fund led to the
increase in the credit enhancement available for the notes in FTA
SANTANDER HIPOTECARIO 2. For example, the credit enhancement for
Class E notes increased to 4.54% from 4.03% as of January 2025.

In FTA SANTANDER HIPOTECARIO 3 sequential amortization of the notes
and the reduction of the unpaid balance of the principal deficiency
ledger through excess spread has led to an increase in the credit
enhancement available for the respective notes. The unpaid PDL has
decreased to EUR122.4 million from EUR126.3 million one year ago.
The credit enhancement of the Class B notes increased to 4.77% from
4.43% since September 2024.

The Reserve Fund is fully drawn and its replenishments are
subordinated to the repayment of unpaid interest on the
asset-backed notes. However, the transaction benefits from a swap
guaranteeing 0.75% of spread over the notes coupon, on a notional
equal to the non-delinquent pool balance, therefore providing an
additional source of enhancement to cure PDL and provide excess
spread.

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.

Both transactions have shown stable performance since the last
review. For FTA SANTANDER HIPOTECARIO 2, 90+ days arrears currently
stand at 0.37%, compared to 0.42% from a year ago, and cumulative
defaults are 3.49%, up slightly from 3.46%. For FTA SANTANDER
HIPOTECARIO 3, 90+ days arrears remain at 0.93%, and cumulative
defaults are 8.97%, compared to 8.93% a year earlier.

FTA SANTANDER HIPOTECARIO 2

Moody's decreased the expected loss assumption to 1.39% as a
percentage of current pool balance due to the stable performance.
The revised expected loss assumption corresponds to 1.69% as a
percentage of original pool balance from 1.80%.

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 5.0% from 7.6%.

FTA SANTANDER HIPOTECARIO 3

Moody's decreased the expected loss assumption to 2.61% as a
percentage of current pool balance due to the stable performance.
The revised expected loss assumption corresponds to 5.20% as a
percentage of original pool balance from 5.31%.

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 8.4% from 11.0%.

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
the relevant counterparties, such as servicer, account banks or
swap providers.

Moody's analysis considered the risks of additional losses on the
notes if they were to become unhedged following a swap counterparty
default by using the CR assessment as reference point for swap
counterparties. Moody's concluded that the rating of the Class E
notes in FTA SANTANDER HIPOTECARIO 2 is constrained by the swap
agreement entered between the issuer and the counterparty.

In FTA SANTANDER HIPOTECARIO 3, Moody's considered how the
liquidity available in the transaction and other mitigants support
continuity of Notes payments in case of servicer default. Although
the Reserve Fund is fully depleted, Moody's determined that the
servicer is strong enough to ensure payment continuity.

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 that could lead to an upgrade include (1) collateral
performance better than expected, (2) further increase in credit
enhancement, and (3) improvements in counterparty credit quality.

Factors that could lead to a downgrade include (1) deterioration in
collateral performance, (2) reduction in available credit
enhancement, and (3) deterioration in counterparty credit quality.



===========
S W E D E N
===========

TRANSCOM TOPCO: S&P Affirms 'B-' long-Term ICR, Outlook Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit
ratings on Sweden-based customer relationship management (CRM)
services company Transcom Holding AB (publ) and Transcom Topco AB
and removed the ratings from CreditWatch, where they were placed
with negative implications Nov. 17, 2025. S&P also assigned its
'B-' issue level rating and '3' recovery rating to the proposed
EUR323 million senior secured notes due January 2030. S&P lowered
the issue level rating on the minimal existing notes stub to 'CCC'
from 'B-', and revised its recovery rating on the notes to '6' from
'3', reflecting negligible recovery in the event of a default due
to their subordination to the exchanged notes. S&P then withdrew
the rating on the stub at the issuer's request.

The negative outlook reflects the risk that Transcom's operating
performance could deteriorate amid challenging industry dynamics
despite cost reduction and revenue growth initiatives, meaning
persistently negative cash flows or increased leverage. This could
lead us to conclude that the capital structure is unsustainable.

On Dec. 2, 2025, Transcom TopCo AB announced that the exchange
offer for its EUR380 million senior secured notes due December 2026
has received support from 99.58% of its noteholders, more than the
minimum requirement of 90% for the exchange to go through.

The exchange will push the notes' maturity to January 2030 while
moderately reducing leverage.

S&P said, "In our base-case scenario, we forecast S&P Global
Ratings-adjusted debt to EBITDA of about 5.3x in 2025-2026 and
funds from operations cash interest coverage at 1.8x- 2.0x
alongside moderately negative free operating cash flow (FOCF). We
think Transcom's operations will remain challenged by economic
uncertainty and investment required to maintain its competitive
edge."

The affirmation follows Transcom's announcement of the exchange
offer's early tender results. After the early tender deadline
passed, Transcom announced it has received 93.9% consent and 5.68%
of abstentions that can no longer be withdrawn. This is more than
the minimum requirement of 90% acceptance. As a result, the
proposed exchange offer will proceed as planned and the settlement
will be take effect Dec. 19, 2025. In addition, the extension of
revolving credit facility (RCF) will take effect the same day. S&P
said, "We view the proposed exchange offer as liability management
because the exchange is conducted several quarters in advance of
the debt's maturity, with exchange at par, a partial upfront
repayment, and compensation in the form of a higher interest rate.
To fund the upfront cash repayment, the sponsors will contribute
EUR50 million in preference shares at Transcom TopCo AB. We exclude
these preference shares from our financial analysis because we
think that they will act as loss-absorbing or cash-conserving
capital in times of stress."

The transaction will moderately reduce leverage and extend
maturities. The company has received support from 99.58% of its
noteholders. As a result, assuming no further consents are received
by Dec. 16, when the final tender offer expires, EUR378.4 million
of notes will be exchanged for EUR322 million new notes due
December 2030, and about EUR55 million of notes will be repaid,
leaving a minimal EUR1.6 million existing notes stub. Consent
received to the proposed amendments means the existing notes stub
will become unsecured, with a maturity in January 2031. S&P said,
"We forecast S&P Global Ratings-adjusted debt to EBITDA of about
5.3x in 2025-2026 and funds from operations cash interest coverage
of 1.8x-2.0x. We anticipate that FOCF will remain mildly negative
as Transcom's EBITDA growth in 2026 is offset by increased capital
expenditure (capex) of 3%-4% of sales. Despite this, we think the
company will maintain adequate liquidity in the next 12 months
based on RCF availability, cash on the balance sheet, and no
near-term debt maturities."

Transcom's operations will remain challenged by economic
uncertainty and investment requirements to maintain its competitive
position. S&P said, "Although Transcom's renewed focus on sales
initiatives led to net new clients (wins less ended contracts) of
about EUR38 million in the first nine months of 2025, we believe
economic uncertainty and automation of lower-value tasks, could
pose a risk to our base-case forecast. When compared with larger
peers like Teleperformance SE and Concentrix Corp, Transcom remains
exposed to risks associated with acceleration in AI-led automation
and potential loss of competitive standing if it does not keep up
with the pace of investment with competitors. We think there are
risks to our base-case scenario until the company demonstrates a
track record that its commercial efforts, technological
investments, and margin-enhancing measures--including offshoring
and nearshoring, and Gen AI-driven efficiencies--bear fruit despite
a challenging trading environment."

The negative outlook reflects the risk that Transcom's operating
performance could deteriorate amid challenging industry dynamics
despite cost reduction and revenue growth initiatives, meaning
persistently negative cash flows or increased leverage. This could
lead us to conclude that the capital structure is unsustainable.

S&P could lower the rating if it views Transcom's capital structure
as unsustainable. This could occur if:

-- The company loses market share or incurs higher investments
needs or restructuring, resulting in EBITDA contraction and
persistently negative FOCF; or

-- Liquidity tightens, reflecting weak earnings, unexpected
intrayear working capital outflows, or further drawings under the
RCF.

S&P said, "We could revise our outlook on Transcom if it improves
EBITDA and cash flow so that it maintains adequate liquidity and we
do not foresee a risk of its capital structure becoming
unsustainable." An upgrade would hinge on Transcom's ability to
preserve its margins and maintain its competitive standing,
including through its investments in generative AI.




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

CONSORT HEALTHCARE: Moody's Ups Rating on GBP93.3MM Bond to 'B3'
----------------------------------------------------------------
Moody's Ratings has upgraded to B3 from Caa1 the underlying and
backed ratings for the GBP93.3 million index-linked senior secured
bonds due 2041 (the Bonds) issued by Consort Healthcare (Tameside)
plc (ProjectCo). The outlook remains positive.

ProjectCo is a special purpose company that in September 2007
signed a Project Agreement (PA) with the Tameside and Glossop
Integrated Care NHS Foundation Trust (the Trust) to redevelop the
existing Tameside General Hospital site in Ashton-under-Lyne,
Greater Manchester and to provide certain hard FM services until
August 2041 (the Project).

RATINGS RATIONALE

The rating upgrade reflects the significant progress in the
delivery of remedial works required as part of the settlement
agreement concluded between ProjectCo and the Trust, as well as the
stabilisation of the operating and financial performance reported
by the Project.

The deed of settlement and variation in relation to the PA was
finalised in December 2024 to settle certain claims, to formally
discontinue the restructuring plan initiated in April 2024 and to
amend the terms of the PA. As part of the settlement agreement,
ProjectCo will pay the Trust an undisclosed sum by way of a
sculpted reduction to the monthly service payments for the
remainder of the PA term. In exchange, the Trust waived all
financial claims and entitlements to levy deductions and service
failure points (SFPs) in relation to disputed operating performance
matters prior to the settlement date.

As part of the settlement agreement, ProjectCo committed to
complete extensive rectification works to address fire protection,
grounds and gardens and rendering deficiencies, as well as findings
from a Centre of Best Practice survey finalised in early 2025. The
rectification programme is progressing according to expectations
but there remains some uncertainty in respect of associated final
costs, as well as the magnitude of any further works that ProjectCo
may have to carry out to address design or construction defects
that may become evident in the future. Positively, Moody's notes
that relief from SFPs and deductions has been provided from the
settlement date to the relevant longstop dates, which should limit
the risk of significant negative financial repercussions on
ProjectCo while remedial works are carried out.

Following clarification of contractual standards as part of the
settlement agreement, ProjectCo's operational performance has
reported a significant improvement, with deductions in the nine
months to September 2025 representing less than 0.4% of the Unitary
Payment received over the same period, thus resulting in a positive
impact on ProjectCo's financial performance and credit profile.

The Bonds benefit from an unconditional and irrevocable guarantee
of scheduled principal and interest from Ambac Assurance UK Limited
(Ambac). However, on April 07, 2011, Moody's ratings on Ambac were
withdrawn and accordingly the backed rating reflects the rating of
the Project on a stand-alone basis.

RATIONALE FOR POSITIVE OUTLOOK

Notwithstanding current uncertainties around the magnitude and
final costs of rectification works, the positive outlook reflects
the potential for further upward rating pressure.

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

The rating could be upgraded if (1) there is a consolidation of
operating performance reported by the Project, coupled with
continued cooperation and positive relationships between Project
parties; (2) remedial works continue to be completed as scheduled;
(3) taking account of any changes in the scope and cost of remedial
works, it appears that ProjectCo's financial position will
strengthen; and (4) the anticipated gradual build-up of mandatory
liquidity reserves continues in line with expectations.

Conversely, the rating could be downgraded if (1) required remedial
works are more significant, costly or complex than currently
anticipated; (2) ProjectCo experiences difficulties or delays in
delivering remedial works and this leads to increased risk of
financial deductions and SFPs; (3)  relationships between the
Project parties deteriorate; (4) it appears unlikely that that the
envisaged strengthening of ProjectCo's financial and liquidity
profile will materialise, potentially resulting in an increased
probability of debt service default.

The principal methodology used in these ratings was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
published in March 2023.

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.

GEMGARTO PLC 2023-1: Moody's Affirms B1 Rating on GBP2.74MM F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the rating of one note in Gemgarto
2023-1 PLC. The rating action reflects the increased levels of
credit enhancement for the affected note and the largely stable
collateral performance.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

GBP476.49M Class A Notes, Affirmed Aaa (sf); previously on Mar 24,
2025 Affirmed Aaa (sf)

GBP38.34M Class B Notes, Affirmed Aaa (sf); previously on Mar 24,
2025 Upgraded to Aaa (sf)

GBP10.95M Class C Notes, Upgraded to Aa1 (sf); previously on Mar
24, 2025 Upgraded to Aa2 (sf)

GBP10.95M Class D Notes, Affirmed Baa1 (sf); previously on Mar 24,
2025 Upgraded to Baa1 (sf)

GBP5.48M Class E Notes, Affirmed Ba1 (sf); previously on Mar 24,
2025 Affirmed Ba1 (sf)

GBP2.74M Class F Notes, Affirmed B1 (sf); previously on Mar 24,
2025 Affirmed B1 (sf)

RATINGS RATIONALE

The rating action is prompted by the increase in credit enhancement
for the affected tranche as well as a decreased key collateral
assumption, namely the portfolio Expected Loss (EL) assumption, due
to the largely stable collateral performance.

Increase in Available Credit Enhancement

Sequential amortization and a non-amortizing reserve fund led to
the increase in the credit enhancement available in this
transaction.

The credit enhancement for the Class C Notes affected by the rating
upgrade increased to 20.7% from 18.4% since the last rating action
in March 2025.

Revision of Key Collateral Assumptions

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

While arrears over 90 days have increased to 8.05% of the current
pool balance from 1.93% a year ago, this has not crystallised into
realised losses, which remain negligible at less than 1 basis point
of the original pool balance. This indicates that, despite higher
arrears, the severity has been limited and the collateral continues
to perform within expectations. Moody's maintained the expected
loss assumption at 5.0% of the current pool balance, equivalent to
1.21% of the original pool balance, down from 1.36%.

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 maintained the MILAN Stressed Loss
assumption at 14.1%.

In Moody's analysis, Moody's also considered the limited excess
spread available in the transaction.

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.

SHERWOOD PARENTCO: Moody's Affirms 'B2' CFR, Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Ratings has affirmed Sherwood Parentco Limited's (Sherwood)
B2 corporate family rating and Sherwood Financing plc's B2 senior
secured debt ratings. The issuers' outlook changed to negative from
stable.

RATINGS RATIONALE

The affirmation of Sherwood's B2 CFR considers its strong liquidity
and funding profile, supported by all of its notes and revolving
credit facility maturing in 2029. The rating also incorporates
expected improvements in the company's modest cash flows, elevated
leverage, and its significant tangible equity deficit, on the back
of management actions as well as anticipated strengthening in its
integrated funding management (IFM) earnings.

As of September 2025, Sherwood's proforma annualized adjusted
EBITDA interest coverage ratio stood at 1.8x, while gross leverage
reached 7.1x. Despite strong fundraising, the group's weak adjusted
EBITDA ratios reflect lower investment realisations, which
increasingly are driven by the sale of the underlying real estate
assets, therefore are timing-dependent and can fluctuate
significantly. Furthermore, the leverage was adversely impacted by
the record deployment that increased balance sheet co-investments
thus debt volumes and funding cost. Sherwood's bottom line was
further constrained by sizable non-cash foreign exchange and
derivative losses from the translation of Euro liabilities and
cross-currency swaps; however, Moody's excluded these from adjusted
EBITDA, as the company is economically hedged by substantial Euro
revenues.

Importantly, the rating affirmation reflects management's plan to
use proceeds from the sale of Zenith Global SpA - a non-core
Italian servicing platform - for debt reduction, with completion
expected in early 2026. Management also anticipates higher EBITDA
and realisation from balance sheet investments, supported by a
stronger deployment and a pipeline of more significant secured
investment portfolio opportunities. Its debt funding reliance is
expected to moderate as co-investment levels in future funds are
reduced below 10%. Alongside continued growth in capital-light IFM
revenues, driven by increases in committed capital and funds under
management, these measures are expected to support deleveraging and
significantly improve debt servicing capacity over the next 12–18
months.

OUTLOOK

The negative outlook reflects the balance of risks between Moody's
base expectation that a gradual deleveraging will result in gross
Debt/EBITDA below 4x during 2027 against uncertainties related to
management's ability to execute all elements of its deleveraging
strategy, some of which are subject to exogenous conditions.

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

Given the negative outlook, there is no upward pressure on
Sherwood's ratings.

The outlook for Sherwood could be revised to stable if the company
successfully deleverages in line with, or ahead of, expectations -
reaching below 4x leverage and interest coverage levels higher than
3x.

Moreover, a sustained further improvement in Sherwood's
profitability and interest coverage levels, alongside the expansion
of its IFM business, could exert positive pressure on the ratings.

An upgrade in Sherwood Financing plc's senior secured debt ratings
could follow an upgrade of the CFR and alterations to the liability
structure that reduce the amount of debt ranked senior to the
notes.

Conversely, Sherwood's CFR could be downgraded if the company's
deleveraging, debt servicing capacity, or cash flow generation
improvement is delayed.

Sherwood Financing plc's senior secured ratings could be downgraded
if the firm significantly increases its volume of debt that is
considered senior to the notes or if Sherwood's CFR is downgraded.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in July 2024.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

TANKBEER UK: KRE Corporate Recovery Appointed as Administrators
---------------------------------------------------------------
Tankbeer UK Limited was placed into administration proceedings in
the High Court of Justice, Business and Property Courts in England
and Wales, Insolvency and Companies List, Court No. CR-2025-008245,
and David Taylor and Paul Ellison of KRE Corporate Recovery Limited
were appointed as administrators on Dec. 4, 2025.

Tankbeer UK Limited specialized in other food services.

Its registered office is at 54 Vale Road, Windsor, SL4 5LA.

Its principal trading address is 941 Yeovil Road, Slough, SL1 4NH.

The administrators can be reached at:

    David Taylor
    Paul Ellison
    KRE Corporate Recovery Limited
    Unit 8, The Aquarium
    1–7 King Street
    Reading, RG1 2AN

Further details contact:

    Alison Young
    Email: alison.young@krecr.co.uk
    Tel: 01189 479090



VIBRANCE: BDO LLP Appointed as Joint Administrators
---------------------------------------------------
Vibrance 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-2025-008652, and William Matthew Tait and Kerry Bailey of BDO
LLP were appointed as joint administrators on Dec. 8, 2025.

Vibrance specialized in residential care activities for learning
disabilities and mental health.

Its registered office is at c/o BDO LLP, 5 Temple Square, Temple
Street, Liverpool, L2 5RH.

Its principal trading address is The Green House, 244–254
Cambridge Heath Road, London, E2 9DA.

The joint administrators can be reached at:

    William Matthew Tait
    BDO LLP
    55 Baker Street
    London, W1U 7EU

    Kerry Bailey
    BDO LLP
    Eden Building
    Irwell Street
    Salford, M3 5EN

Further details contact:

    Rebecca Kelly
    Email: BRCMTLondonandSouthEast@bdo.co.uk



===============
X X X X X X X X
===============

[] BOOK REVIEW: The Titans of Takeover
--------------------------------------
Author:     Robert Slater
Publisher:  Beard Books
Softcover:  252 pages
List Price: $34.95

Order your personal copy at
http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html  


Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge.  No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars.  Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.

Then came the decade of the 1980s.  Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done.  These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted
Turner -- saw what others missed: that many of the corporate giants
were anomalies, possessed of assets well worth possessing yet with
stock market performances so unimpressive that they could be had
for bargain prices.

When the corporate raiders needed expert help, enter the investment
bankers (Joseph Perella and Bruce Wasserstein) and the M&A
attorneys (Joseph Flom and Martin Lipton).  And when the merger
went through, enter the arbitragers who took advantage of stock
run-ups, people like Ivan "Greed is Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.

By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion. The
players caught the fancy of the media and began showing up in the
news until their faces were almost as familiar to the public as the
postman's.  As a result, Jane and John Q. Citizen's in Wall Street
began its climb from near zero to the peak where (for different
reasons) it is today.

What caused this avalanche of activity?  Three words: President
Ronald Reagan.  Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.

Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before the
D.C. Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of antitrust
enforcement."  (This new approach may have been a necessary
corrective to the over-zealousness of earlier years, exemplified by
the Supreme Court's 1966 decision upholding an enforcement action
against the merger of two supermarket chains because the Court felt
their combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the fun
couple Bill Agee and Mary Cunningham --remember them? -- are the
personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.

                        About The Author

Robert Slater (1943-2014) was an American author and journalist. He
was known for over two dozen books, including biographies of
political and business figures like Golda Meir, Yitzhak Rabin,
George Soros, and Donald Trump.  Slater graduated with honors from
the University of Pennsylvania in 1966, with a degree in political
science.  He received a master's degree in international relations
from the London School of Economics in 1967.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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