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251229.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, December 29, 2025, Vol. 26, No. -1 Headlines G E R M A N Y ADLER PELZER: Moody's Cuts CFR, EUR400M Sr. Sec. Notes Rating to B3 THYSSENKRUPP AG: Moody's Affirms Ba3 CFR, Alters Outlook to Stable I R E L A N D APPLEGREEN: Fitch Affirms 'B-' IDR, Outlook Stable AVOCA CLO XXXIV: Fitch Assigns B-sf Rating to Class F Notes BNPP IP EURO 2015-1: Fitch Cuts Rating on F-R Notes to B-sf INVESCO EURO V: Moody's Cuts Rating on EUR18.7MM Cl. E Notes to B1 MADISON PARK XX: Fitch Rates Class F-RR Notes Final 'B-sf' OCP EURO 2023-8: Fitch Gives B-sf Rating to Class F-R Notes SONA FIOS I: S&P Assigns B- (sf) Rating to Class F-R Notes I T A L Y FEDRIGONI SPA: Fitch Lowers LongTerm IDRs to B, Outlook Negative L U X E M B O U R G ION CORPORATE: Moody's Withdraws B2 Rating on Sr. Secured Term Loan WINTERFELL FINANCING: Fitch Puts 'B-' IDR on Watch Negative N E T H E R L A N D S NEXENT BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2 S P A I N GREEN BIDCO: Fitch Lowers Long-Term IDR to CCC- S W E D E N SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Downgrades ICR to 'SD' TRANSCOM HOLDING: Moody's Appends 'LD' Designation to PDR T U R K E Y ORDU YARDIMLASMA: Fitch Affirms BB- LongTerm IDRs, Outlook Stable TURKCELL ILETISIM: Fitch Affirms 'BB-' LT Foreign Currency IDR U N I T E D K I N G D O M CLOSE BROTHERS: Fitch Affirms BB+ Subordinated Debt Rating IVC EVIDENSIA: S&P Downgrades ICR to 'B-' on Market Softness MANSARD MORTGAGES 2006-1: S&P Affirms 'B-(sf)' Rating on B2a Notes MANSARD MORTGAGES 2007-1: S&P Affirms 'B-(sf)' Rating on B2a Notes PETRA DIAMONDS: Moody's Withdraws 'Caa1' Corporate Family Rating - - - - - ============= G E R M A N Y ============= ADLER PELZER: Moody's Cuts CFR, EUR400M Sr. Sec. Notes Rating to B3 ------------------------------------------------------------------- Moody's Ratings has downgraded the long term corporate family rating of German auto parts supplier Adler Pelzer Holding GmbH ("Adler Pelzer" or "the group") to B3 from B2. Concurrently, Moody's have downgraded the EUR400 million backed senior secured notes due April 2027 to B3 from B2 and the probability of default rating to B3-PD from B2-PD. The outlook remains stable. "The rating downgrade reflects Adler Pelzer's weakening liquidity, as its revolving facility became current in October and the group's backed senior notes due in April 2027 need to be refinanced", says Matthias Heck, a Moody's Ratings Vice President – Senior Credit Officer and Lead Analyst for Adler Pelzer. "The stable outlook reflects the group's solid operating performance compared with the industry peers, which should support a completion of the refinancing in the coming weeks", added Mr. Heck. RATINGS RATIONALE The downgrade is primarily driven by Adler Pelzer's weakening liquidity in light of its upcoming refinancing needs. The group's EUR55 million revolving credit facility (RCF) was fully drawn at the end of September and will mature in October 2026. Moody's therefore consider the drawn RCF as short-term debt maturity in Moody's liquidity assessment. Moody's understands, however, that Adler Pelzer is in conversation with banks to renew the RCF. The upcoming maturity of the group's EUR400 million backed senior notes in April 2027 adds to liquidity pressure. The stable outlook recognizes Adler Pelzer's operating performance, which remains solid in an overall challenging automotive sector environment. In the first nine months of 2025, revenues declined by 4.8% to EUR1,548 million, while company-reported EBITDA improved by 4% to EUR167 million. At the same time, the company-defined free cash flow (FCF) amounted to EUR73 million. After interest (EUR40 million) and dividend payments (EUR8 million), there was still a positive FCF of EUR25 million. After four years of negative FCF (2021-24, Moody's adjusted, after dividends), the positive FCF this year was achieved through a combination of unusually low capex spending (capex/sales of only 2.9%), and tight working capital management, including an extension of trade payable days from already very high levels. In Moody's view, these measures might not be sustainable and there is a risk that refinancing could lead to higher interest cost resulting in weaker future FCF. On a Moody's-adjusted basis, the EBIT margin reached 6.2%, while Debt/EBITDA was 3.5x in the last twelve months to September 2025. Excluding positive currency effects during the period, metrics were at 4.9% and 4.6x, respectively – levels that are still strong for the B3 CFR. However, the company's high interest expenses of EUR70 million (LTM September 2025) result in relatively weak Moody's-adjusted EBITDA/interest cover of only 3.2x in the LTM September 2025 period, with a risk that the refinancing, even if successfully implemented, could increase interest expenses further. The B3 CFR is supported by Adler Pelzer's position as a leading automotive supplier of products for noise, vibration and harmonics applications in light vehicles and trucks; long-term and well-established relationships with a diverse mix of automotive original equipment manufacturers; history of revenue growth in excess of global light vehicle production; positive exposure to the trend towards electrified vehicles; and a general commitment of the main shareholder to support the group, if needed, as demonstrated by a sizeable equity injection in the form of a EUR120 million shareholder loan in 2023. Factors constraining the rating include the group's exposure to volatile commodity prices, which might not be fully passed on to customers or with a delay; exposure to the cyclicality of the automotive industry and unstable production rates over the last few years; challenges from tightening emission regulations and rising investments in new drivetrain technologies; Moody's forecasts of slow economic growth and continued geopolitical risks, potentially weighing on consumer sentiment and demand; and continued pressure on FCF generation due to high interest expenses. ESG CONSIDERATIONS ESG considerations have been a driver for this rating action, because the weaker liquidity profile indicates a somewhat aggressive liquidity management by the group, which is not commensurate with the previous B2 rating. LIQUIDITY Moody's considers Adler Pelzer's liquidity as weak. At the end of September 2025, the group's cash sources comprised of EUR220 million of cash and cash equivalents, of which Moody's assumes around EUR185 million to be readily accessible by the group (excluding cash belonging to JV partners). Their EUR55 million committed RCF maturing in October 2026 was fully drawn. Moody's projects around EUR130 million annual operating cash flow. Adler Pelzer's basic cash needs include (1) around EUR103 million short-term debt as of September 30, 2025 (excluding accrued bond interest and short-term lease obligations), consisting mainly of credit lines that are usually rolled over, (2) Moody's working cash assumption of around EUR70 million (representing 3% of sales), (3) EUR125 million annual capital spending, including lease liability payments, and (4) expected minority dividends of around EUR15 million. While the numbers above focus on the next four quarters to the end of September 2026, Moody's already take into consideration the maturity of the EUR55 million RCF in October 2026. The RCF includes a net leverage maintenance covenant, under which Moody's expects the group to maintain adequate capacity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The key upgrade factor for Adler Pelzer's B3 CFR is the improvement in its liquidity to at least adequate levels, supported by a successful refinancing at conditions allowing sustained positive Moody's-adjusted FCF. Quantitatively, Moody's-adjusted EBIT margin exceeding 4%, Moody's-adjusted debt/EBITDA remaining below 4.5x, and Moody's-adjusted EBITDA/interest expense exceeding 3.5x, all on a sustained basis, would also indicate positive rating pressure. Moody's could downgrade Adler Pelzer's B3 CFR, if its liquidity deteriorated further. Moreover, a downgrade could be driven by Moody's-adjusted EBIT margin reduced below 3%, Moody's-adjusted debt/EBITDA exceeded 5.5x and Moody's-adjusted EBITDA/interest expense below 2.5x, all on a sustained basis. The group's failure to maintain positive Moody's-adjusted FCF could also indicate negative rating pressure. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Automotive Suppliers published in November 2025. The scorecard-indicated outcome for the last twelve months to September 2025 and on a 12-18 months forward view is B1, two notches above the actual rating. The difference is explained by the group's weak liquidity. COMPANY PROFILE Adler Pelzer is a global automotive supplier, headquartered in Hagen, Germany. The group is a global leader in the design, engineering and manufacturing of acoustic and thermal components and systems for light passenger vehicles and trucks. Its largest product portfolio is for passenger compartments, and includes floor trim, door shields, seals, and felt and foam insulation parts. Adler Pelzer also produces panels and trims for the engine compartment and the trunk. In 2024, the group generated revenue of EUR2.2 billion and a company-defined EBITDA of EUR225 million (10.1% margin). Adler Pelzer is a wholly owned subsidiary of Adler Group S.p.A., owned by Adler Plastic S.p.A. (71.93% share) and Japanese Hayashi Telempu Corporation (28.07%). Adler Plastic S.p.A. is owned by members of the Scudieri family (a 35% direct stake), and the joint venture Global Automotive Interior Alliance (GAIA) with a 65% stake, of which the family owns a 61.58% share and Hayashi Telempu Corporation the remaining 38.42%. THYSSENKRUPP AG: Moody's Affirms Ba3 CFR, Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating of thyssenkrupp AG (tk). Moody's have also affirmed the (P)Ba3 rating on tk's senior unsecured EMTN Programme, the Ba3 rating of its senior unsecured notes, its NP commercial paper rating and the (P)NP other short term rating. Moody's have changed the outlook on tk to stable from positive. "Moody's changed the outlook to stable from positive because tk's steel operations require extraordinary restructuring, which will consume significant cash over the next 12-18 months.", said Martin Fujerik, Moody's Ratings lead analyst for tk. "Nevertheless, tk's Ba3 CFR remains strongly positioned, and Moody's sees potential for upward rating pressure if these efforts deliver lasting improvements in tk's still-low profitability, leading to sustained positive Moody's-adjusted free cash flow.", added Fujerik. RATINGS RATIONALE The rating action reflects tk's need to execute extraordinary restructuring in its Steel Europe (TKSE) division, which plans to permanently reduce its workforce by 11,000 by 2030. Moody's estimates total restructuring provisions at tk level in the high three-digit million euro range in financial year ending September 2026 (financial 2026), mostly related to TKSE, with outflows of around EUR350 million that year and the remainder paid subsequently. tk will also maintain high investment over the next two financial years, notably to finalise the direct reduced iron plant in Duisburg, Germany, which will reduce the carbon intensity of its steel operations. After a Moody's-adjusted free cash flow (FCF) of around EUR100 million in financial 2025 — only the second positive year in the past decade — Moody's forecasts negative adjusted FCF of roughly EUR700 million in financial 2026 and EUR300 million in financial 2027. Despite this projected cash consumption, the stable outlook reflects Moody's expectations that restructuring charges will normalise to around EUR150 million annually after financial 2026, supporting a gradual improvement in adjusted FCF beyond financial 2027. However, tk still needs to prove it can execute the planned restructuring and deliver sustainable results, as past efforts have not achieved lasting benefits. As for portfolio developments, the anticipated 50:50 joint venture between TKSE and EP Corporate Group a.s., which would have reduced tk's business risk, did not materialise. In addition, tk completed the October 2025 listing of its Marine Systems business (TKMS) in a shareholder-friendly manner, distributing a 49% stake to its own shareholders. Although TKMS remains consolidated in tk's accounts, tk no longer fully owns a business that is likely to remain among the most profitable, cash-generative, and fastest-growing in its portfolio over the next two financial years. Minority dividends likely payable from financial 2027 will further strain tk's Moody's-adjusted FCF. Despite Moody's expectations of negative FCF over the next 12-18 months, Moody's continues to assess tk's liquidity as very good, which supports its Ba3 CFR. As of September 2025, tk reported EUR5.7 billion in cash and cash equivalents, of which EUR1.7 billion pertained to TKMS. Cash accessible to tk continues to exceed its reported financial debt, with limited maturities over the next 12-18 months. Moody's also qualitatively consider that tk owns majority stakes in listed assets — TKMS and thyssenkrupp nucera AG & Co. KGaA — that it can readily monetise, notwithstanding its intention to maintain control over these assets. tk also owns the remaining 16% stake in the elevator business it sold in 2020, TK Elevator Holdco GmbH (TKE, B2 stable), with a carrying value of about EUR1 billion not captured in Moody's metrics. Moody's expects tk's business diversification to support earnings improvement from low levels in financial 2025, despite ongoing weakness in key markets, especially automotive. Growth in Automotive Technology (TKAT), Decarbon Technologies, and Materials Services divisions will likely remain modest over the next 12-18 months, but TKMS offers stronger prospects, supported by a record backlog of roughly EUR18 billion as of September 2025. Meanwhile, TKSE should benefit from recently announced safeguard measures in the EU, pending adoption in the coming months, and the Carbon Border Adjustment Mechanism, effective January 2026. At the tk level, Moody's forecasts Moody's-adjusted EBITDA of around EUR500 million in financial 2026 (including restructuring costs in the high three-digit million euro range) and EUR1.9 billion in financial 2027, up from EUR1.3 billion in financial 2025. In this base case, tk's Moody's-adjusted EBITA margin will increase to 3.4% in financial 2027 from 2.2% in financial 2025. However, this profitability improvement is not yet sufficient to support an upgrade at this stage. The ratings affirmation acknowledges tk's disciplined capital allocation since the TKE sale, with limited acquisitions, modest dividends, and a focus on debt reduction. Although Moody's-adjusted gross leverage for financial 2025 was high at 5.0x (around 5.3x if TKMS were proportionally consolidated), Moody's considers that most of tk's Moody's-adjusted debt consists of unfunded pension liabilities in Germany with a long-term amortisation profile. As earnings improve in Moody's base case, tk will reduce gross adjusted leverage to around 3.5x and improve adjusted retained cash flow (RCF)/net debt to the mid-40% range in financial 2027 — levels that are strong for its Ba3 CFR. Moody's expects tk to avoid larger acquisitions and maintain largely flat ordinary dividends until it completes restructuring in TKSE. tk's Ba3 CFR continues to reflect its large scale, global reach, and leading positions across diverse businesses. In addition to low margins and a limited track record of positive Moody's-adjusted FCF, key rating constraints include execution risks in achieving the holding company model presented in May 2025 and uncertainties regarding future capital structure. The Ba3 CFR does not incorporate India's Jindal Steel & Power Limited non-binding offer for TKSE, nor any spin-offs, listings, or asset sales to achieve the target model (except for the already announced sale of TKAT's Automation Engineering business). Because the timing and execution of these transactions remain uncertain, Moody's will reassess tk's credit quality as developments unfold. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Evidence of successful restructuring at TKSE, resulting in a sustained improvement in tk's Moody's-adjusted EBITA margin towards the mid-single-digit percentage range, with consistently positive Moody's-adjusted FCF, is the key consideration for an upgrade of tk's Ba3 CFR. Other considerations include tk maintaining discipline in capital allocation, as demonstrated by Moody's-adjusted gross debt/EBITDA below 4.5x and Moody's-adjusted RCF/net debt above 40% on a sustained basis. Conversely, Moody's would consider downgrading tk's Ba3 CFR if the company fails to improve profitability, leading to prolonged negative Moody's-adjusted FCF and weakened liquidity. Aggressive capital allocation, resulting in Moody's-adjusted gross debt/EBITDA persistently exceeding 5.0x, would also exert downward pressure on the rating. Moody's would tolerate higher gross leverage during periods of weaker market conditions if offset by excess cash. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing published in September 2025. The methodology scorecard indicates a Ba1 outcome for financial 2025, two notches above the Ba3 CFR. tk's low profitability and limited track record of positive Moody's-adjusted FCF explain the difference. Proportional consolidation of TKMS would also slightly reduce tk's margins and increase its leverage. COMPANY PROFILE Headquartered in Essen, Germany, tk is a diversified industrial conglomerate operating in nearly 50 countries worldwide. In financial 2025, it reported revenue of around EUR33 billion. tk is listed in Germany. ============= I R E L A N D ============= APPLEGREEN: Fitch Affirms 'B-' IDR, Outlook Stable -------------------------------------------------- Fitch Ratings has affirmed Causeway Consortium Holdings Limited's (Applegreen) Issuer Default Rating (IDR) at 'B-' with Stable Outlook. Fitch also affirmed the Term Loan B issued by Applegreen Finance (Ireland) DAC and Applegreen Ireland Investments Finance Limited, at 'B-' with a Recovery Rating of 'RR4'. Applegreen's IDR balances its robust business model and high barriers to entry as a motorway service area (MSA) operator against its modest scale, high leverage, large capex, and a weak but improving fixed-charge cover ratio. Fitch believes the company's growth strategy carries moderate execution risk in a weak environment in the US while supporting mild deleveraging and earnings growth. The IDR mainly reflects the credit quality of the restricted borrowing group, as adjusted by Fitch by deconsolidating ring-fenced subsidiaries with their own non-recourse debt but incorporating their dividends, in particular from 53.5%-owned Welcome Break (WB). Key Rating Drivers Focus on MSAs, Stable Business: Applegreen is a leading MSA operator whose 120 sites in Ireland and the US offer franchised quick-service restaurants with well-known brands, retail stores, plus fuel and electric vehicle (EV) charging facilities. Applegreen's business model benefits from stable operating cash flows, driven by a captive audience seeking essential services such as food and restrooms at conveniently located sites. It also benefits from regulatory protection, long-term lease agreements, and an ability to charge higher prices at MSAs compared with off-highway operators. Limited Exposure to Fuel: Fitch said, "We believe Applegreen's service areas will continue to attract demand despite declining footfall, the switch to more efficient cars and EV as re-fuelling is just one of many reasons for stopping. Exposure to declining fuel demand is limited as fuel accounts for 15% of gross profit. Applegreen does not hedge fuel prices but has a short inventory holding period, limiting the risk of price fluctuations." Applegreen is planning to invest about EUR100 million in EV charging facilities across the wider group over the next five years and is accelerating its roll-out. Fitch said, "We do not expect any meaningful direct contribution to earnings from the EV business within the restricted group." Weak US Trading Environment: Applegreen's revenue declined about 3% in 9M25, driven mainly by weak US trading. Fuel sales were most affected due to the lower prices, followed by store sales. EBITDA was nevertheless up by 10% in line with the company's expectations thanks to more intense cost control. Management expects to reverse the softness through an improved value offering and completion of the redeveloped MSAs. Fitch expects the weak trading environment to persist through 2026, with gradual improvement thereafter, supported by the enhanced value proposition and the full ramp-up of the redeveloped MSAs. Modest Scale of Restricted Group: Fitch-derived 2024 EBITDAR is modest at around EUR110 million, mapping to the 'b' category under Fitch's Non-Food Retail Navigator, despite Applegreen being the largest MSA operator in Ireland and the US. Fitch excludes WB's business, the second largest MSA business in the UK, which generated about EUR160 million of EBITDAR in 2024. Moderate Execution Risk: Fitch said, "We forecast adjusted EBITDA to grow to EUR80 million by 2027 from an estimated EUR44 million in 2024. We see execution risk to increasing earnings, but this is mitigated by Applegreen's founder-led management's record of operating MSAs and robust operating performance for Ireland with a good earning trajectory. The company expects most of the growth to come from new sites, redevelopments in the US, particularly of 27 completed sites across New York State, and recovery in the US economy." Improving EBITDA Margin: Fitch expects the EBITDA margin to trend toward 5% by 2027. Fitch said, "We anticipate slower near-term margin enhancement due to weak demand constraining volumes and pricing power in the US market, but expect a stronger recovery over the medium term, supported by improving market conditions, solid performance in Ireland, and a better business mix with higher store-level margins." High Upfront Growth Capex: The large capex needed to construct MSAs, which requires significant upfront funding, acts as a barrier to entry. It can take up to five years before earnings fully ramp up. Fitch said, "We expect Applegreen's ambitious investment plans to result in negative free cash flow over 2025-2026, supported by the cash buffer from the UK petrol filling station disposal and the equity injection received in 2025. However, most capex is discretionary, and once this heavy investment is completed, we expect Applegreen to be able to generate positive FCF margin aided by its earnings growth and dividends distribution from outside the restricted group." High Leverage, Dividend Reliance: Applegreen's EBITDAR leverage is high at 6.0x in 2025. Fitch expects some deleveraging capacity, with EBITDAR leverage declining toward 5.5x in 2027, supported by earnings growth and a sustainable dividend stream from subsidiaries. Fitch's calculation includes EUR30 million-45 million of dividends received, mostly from WB. Dividend distributions depend on subsidiaries' compliance with debt covenants and payment restrictions, and the maintenance of adequate cash balances. Complex Group: Applegreen's group structure is complex, with four different ring-fenced groups and cash flows between them that are eliminated on consolidation. Fitch said, "We have deconsolidated WB, comprising one separate ring-fenced debt group. We have also deconsolidated Empire State Thruway Partners LLC (bonds rated BBB-/Stable), one of two US property companies, which has a long-term lease on 27 sites. We have also deconsolidated CT Service Plazas US Holdings Inc, with 23 sites, after the stake increased to 100% from 40% in October 2025." Peer Analysis EG Group Limited (B/Stable), rated one notch above Applegreen, is larger (with pro forma post-divestment EBITDAR of USD1.2 billion in 2026) and more geographically diversified, with exposure to the US, Europe and Australia. This is partially offset by Applegreen's focus on MSAs with more stable demand and a lower reliance on gradually declining fuel sales. Fuel contributes only around 15% of gross profit for Applegreen compared with 50% for EG Group. The latter has almost the same level of EBITDAR leverage (6.3x in 2024) as Applegreen (6.5x in 2024). Applegreen is slightly smaller than Moto Ventures Limited, a UK MSA group, although it is better geographically diversified. Both cater to the less discretionary nature of motorway customers with networks of MSAs. Both are investing in higher-margin convenience and foodservice operations with a limited exposure to fuel. Moto generates higher EBITDAR of GBP122 million with a higher margin of 11%, versus 5.9% for Applegreen. Applegreen is rated at the same level as The Very Group Limited (TVG; B-/Negative). Despite TVG's larger size as the second-largest UK pure online retailer, Applegreen has a stronger business profile, with lower exposure to discretionary spending and stronger geographic diversification. TVG's financial profile is slightly stronger, due to its more profitable business and similar leverage to Applegreen, but it relies on continued dividends from its subsidiaries and is not exposed to the refinancing risks that affect TVG's IDR. Fitch's Key Rating-Case Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Revenue to decline by nearly 4% in 2025 followed by flat revenue growth in 2026 due to lower fuel prices and volumes, and lower revenue growth in US., partially offset by Marks & Spencer store conversions in Ireland and robust food sales growth by more numerous transactions and higher price - Low single-digit revenue growth expected in 2027-2028, with growth in food and store revenues driven by higher prices and new MSAs, partly offset by gradually declining fuel volumes and prices, and expected improvement in the US - Gradual increase in EBITDA towards EUR70 million in 2026 and EUR100 million by 2028, driven by redeveloped MSAs and efficiencies in Ireland and US, compensating for inflationary costs. - Neutral working capital in 2025, followed by a small inflow of 0.2% of sales a year in 2026-2028 - Capex of EUR129 million in 2025 and EUR100 million in 2026, reducing to an average of EUR60 million in FY27-FY28, funding new MSAs and the expansion of EV charging ports - No dividends paid by the restricted group Recovery Analysis According to Fitch's bespoke recovery analysis, higher recoveries would be realised through reorganisation as a going concern (GC) in bankruptcy than liquidation. Fitch has assumed a 10% administrative claim. Applegreen's GC EBITDA captures additional earnings from sites recently redeveloped, and allows for ramp-up over the next two years. Fitch expects GBP50 million of this would be available to creditors after restructuring. Fitch has applied a 6.0x multiple to the GC EBITDA to calculate a post-reorganisation enterprise value (EV). This multiple reflects the focus on MSAs compared with the 5.5x multiple used for EG Group. Fitch said, "We also attribute to Applegreen's waterfall half of Fitch's estimated EUR110 million value from WB and CT Service Plazas US Holdings Inc, which is calculated after deducting their debt. We assume a sustainable EBITDA of EUR85 million for WB at a 10.0x trading multiple, and EUR23 million for CT Service Plazas with a 7.0x trading multiple. This reflects their different business models, with a higher multiple for MSA operators based on a mix of trading peers, and lower multiples for property companies that mostly derive their revenue from rents." Fitch said, "We assume Applegreen's new EUR150 million revolving credit facility (RCF) is fully drawn on default. The RCF ranks equally with its new EUR535 million term loan B." Fitch said, "Our waterfall analysis generated a ranked recovery for the term loan B in the 'RR4' Recovery Rating band, indicating a 'B-' instrument rating." RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Tightening liquidity due to an inability to refinance, to manage growth capex, or to achieve revenue and profit uplift from capex - Potential for lower upstreamed dividends, due to more limiting covenants after refinancing at the WB business - EBITDAR gross leverage remaining consistently above 7.5x, due to a lack of delivery of strategy or constraints on upstreaming dividends from WB - EBITDAR coverage consistently below 1.3x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Growth in scale of the restricted group business with EBITDA rising towards EUR150 million - Sufficient positive FCF generation to fund growth capex - EBITDAR coverage sustained above 1.5x - EBITDAR gross leverage sustained below 6.5x Liquidity and Debt Structure Fitch estimates Applegreen to have about EUR93 million cash in FY25, supplemented by an undrawn EUR150 million RCF. This appears adequate. Fitch believes the company can manage constraints by deferring discretionary growth capex, drawing on the RCF, or leveraging support from its long-term, supportive shareholders. Fitch expects a sufficient liquidity cushion to fund remaining investments outside the restricted group of EUR57 million and growth capex of around EUR80 million over 2026, before turning to positive FCF. However, positive FCF from 2027 depends on continued dividend inflows. WB is the largest contributor of dividends, with its dividend policy established by an Applegreen-controlled board. The entity has its own debt covenants and restrictions on payments, although dividends have historically been paid, and Fitch expects planned capex to be funded with some additional debt. WB has successfully refinanced its GBP550 million debt and secured undrawn capex and RCF facilities totalling GBP 265 million so its debt now matures between 2030 and 2035. Otherwise, dividends to the restricted group may come under pressure. Issuer Profile Causeway Consortium Holdings (wider group) is an established service area operator operating motorway service area , trunk road service areas and PFS. Fitch-rated Applegreen restricted group comprises operations in Ireland (192 sites) and the US (173 sites). RATINGS ACTION Rating Prior ------ ----- Causeway Consortium Holdings Limited LT IDR B- Affirmed B- Applegreen Ireland Investments Finance Limited senior secured LT B- Affirmed RR4 B- Applegreen Finance (Ireland) DAC senior secured LT B- Affirmed RR4 B- AVOCA CLO XXXIV: Fitch Assigns B-sf Rating to Class F Notes ----------------------------------------------------------- Fitch Ratings has assigned Avoca CLO XXXIV DAC final ratings. RATING ACTIONS Rating Prior Avoca CLO XXXIV DAC Class A Loan LT AAAsf New Rating AAA(EXP)sf Class A Notes XS3208020597 LT AAAsf New Rating AAA(EXP)sf Class B Notes XS3208020837 LT AAsf New Rating AA(EXP)sf Class C Notes XS3208021058 LT Asf New Rating A(EXP)sf Class D Notes XS3208021215 LT BBB-sf New Rating BBB-(EXP)sf Class E Notes XS3208021488 LT BB-sf New Rating BB-(EXP)sf Class F Notes XS3208021645 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3208022296 LT NRsf New Rating NR(EXP)sf Transaction Summary Avoca CLO XXXIV DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by KKR Credit Advisors (Ireland). The CLO has a 4.6-year reinvestment period, and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the identified portfolio to be in the 'B' category. The Fitch-calculated weighted average rating factor of the identified portfolio is 24.1. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the identified portfolio is 60.6%. Diversified Asset Portfolio (Positive): The transaction includes four Fitch test matrices, of which two are effective at closing. The closing matrices correspond to an 8.5-year WAL, top 10 obligor concentration limit at 20% and fixed-rate obligation limits at 5% and 12.5%. It has two forward matrices with the same top 10 obligors and fixed-rate asset limits and a WAL of 7.5 years, which will be effective 12 months after closing, provided that the collateral principal amount (defaults at Fitch-calculated collateral value) is at least at the target par. However, if the step-up condition is satisfied the matrix switch date will be two years from closing. The transaction also includes other concentration limits, including a maximum exposure to the three largest Fitch-defined industries at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a reinvestment period of about 4.6 years and includes reinvestment criteria similar to those of other European deals. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the deal structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL used for the transaction's Fitch-stressed portfolio and matrices analysis is 12 months less than the WAL test covenant at the issue date, accounting for strict reinvestment conditions after the reinvestment period. These include the satisfaction of the coverage tests and the Fitch 'CCC' limitation test, together with a WAL test covenant that gradually reduces. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An increase of the default rate (RDR) in the identified portfolio by 25% of the mean RDR and a decrease of the recovery rate (RRR) by 25% at all ratings would have no impact on the class A and C notes and lead to downgrades of one notch for the class B, D, and E notes and to below 'B-sf' for the class F notes. Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than assumed due to unexpectedly high levels of defaults and portfolio deterioration. The class B, D and E notes have rating cushions of two notches, and the class C and F notes of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A, C, and D notes, four notches for the class B notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A reduction of the RDR by 25% of the mean RDR and an increase in the RRR by 25% at all rating levels in the Fitch-stressed portfolio would result in upgrades of up to three notches each for all notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. BNPP IP EURO 2015-1: Fitch Cuts Rating on F-R Notes to B-sf ----------------------------------------------------------- Fitch Ratings has upgraded BNPP IP Euro CLO 2015-1 DAC's class C notes to 'AA+sf' from 'AAsf', class D notes to 'A-sf' from 'BBB+sf' and downgraded class F notes to 'B-sf' from 'BB-sf'. The rest has been affirmed. The class F notes are on Negative Outlook while all other notes are Stable. BNPP IP Euro CLO 2015-1 DAC Rating Prior ------ ----- A-R XS1802328267 LT AAAsf Affirmed AAAsf B-1-RR XS1802328424 LT AAAsf Affirmed AAAsf B-2-RR XS1802328770 LT AAAsf Affirmed AAAsf C-RR XS1802329075 LT AA+sf Upgrade AAsf D-RR XS1802330677 LT A-sf Upgrade BBB+sf E-R XS1802331139 LT BB+sf Affirmed BB+sf F-R XS1802332533 LT B-sf Downgrade BB-sf Transaction Summary BNPP IP Euro CLO 2015-1 DAC is a cash flow CLO backed by a portfolio of mainly European leveraged loans. The transaction is actively managed by BNP Paribas Asset Management Europe and exited its reinvestment period in July 2022. KEY RATING DRIVERS Senior Notes Amortisation Drives Upgrade: The class A notes have amortised by EUR61 million since our last rating action in May 2025 and are at 15.3% of the original amount based on the monthly report as of October 2025. The positive impact from the deleveraging has outweighed the portfolio deterioration since May 2025 and resulted in an increase of credit enhancement (CE) for all notes, with the exception of the class F notes. This supports the upgrade of the class C and class D notes and the affirmation of the class A, B and E notes. The Stable Outlook of the class A to E notes reflects the comfortable default-rate cushion at their current ratings. Portfolio Deterioration Affects Junior Notes: The transaction has experienced further 1.6% par erosion, leading to 3.8% below par, due to sale trade losses. The class F par value test has decreased by 1% to 0.8%. The portfolio has EUR1.8 million of defaulted assets and EUR18 million (or 12.1% of the portfolio) of Fitch-defined 'CCC' obligations. Exposure to obligors with a Negative Outlook is 29.1%, as calculated by Fitch. The Negative Outlook on the class F notes reflects its junior status in the capital structure, and sensitivity to further par losses. 'B'/'B-' Portfolio: Fitch said, "We assess the average credit quality of the transaction's underlying obligors at 'B'/'B-'. The weighted-average rating factor, as calculated by Fitch under its latest criteria, is 30.1 for the current portfolio and 32.6 for the portfolio where assets on Negative Outlook have been adjusted downward by one notch." High Recovery Expectations: Senior secured obligations comprise 98.6% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the current portfolio is 60.1%, based on its latest criteria. Moderately Diversified Portfolio: The portfolio is moderately diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 28.3%, and the largest obligor represents 3.8% of the portfolio balance. Exposure to the three-largest Fitch-defined industries is 39.5% as calculated by the trustee. Fixed-rate assets reported by the trustee are at 3.6% of the portfolio balance. Cash Flow Analysis: The transaction has not reinvested since July 2022 due to a failure of the weighted average life (WAL) test and later also due to a failure of the 'CCC' and weighted average recovery rate (WARR) tests. Fitch said, "We have therefore analysed upgrades using the current portfolio with downward notching for Negative Outlook and floored the WAL of the portfolio at four years. Our analysis of downgrade sensitivity is based on the current portfolio." Deviation from Model-Implied Ratings: The class C-RR and D-RR notes are one and two notches below their respective model-implied ratings, reflecting insufficient default-rate cushion. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. INVESCO EURO V: Moody's Cuts Rating on EUR18.7MM Cl. E Notes to B1 ------------------------------------------------------------------ Moody's Ratings has downgraded the ratings on the following notes issued by Invesco Euro CLO V DAC: EUR18,700,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to B1 (sf); previously on Apr 15, 2025 Affirmed Ba3 (sf) EUR6,800,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to Caa3 (sf); previously on Apr 15, 2025 Affirmed Caa1 (sf) Moody's have also affirmed the ratings on the following notes: EUR183,000,000 Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Apr 15, 2025 Assigned Aaa (sf) EUR16,300,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Affirmed Aa1 (sf); previously on Apr 15, 2025 Affirmed Aa1 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Affirmed Aa1 (sf); previously on Apr 15, 2025 Affirmed Aa1 (sf) EUR20,200,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A1 (sf); previously on Apr 15, 2025 Affirmed A1 (sf) EUR21,800,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa2 (sf); previously on Apr 15, 2025 Affirmed Baa2 (sf) Invesco Euro CLO V DAC, originally issued in January 2021 and refinanced in April 2025, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European and US loans. The portfolio is managed by Invesco European RR L.P. The transaction's reinvestment period ended in January 2025. RATINGS RATIONALE The rating downgrades on the Class E and F notes are primarily a result of the deterioration in over-collateralisation ratios due to par loss since the last rating action in April 2025. The affirmations of the ratings on the Class A-R, B-1, B-2, C and D notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The over-collateralisation ratios of the rated notes have deteriorated since the rating action in April 2025. According to the trustee report dated November 2025[1] the Class A/B, Class C, Class D and Class E OC ratios are reported at 136.09%, 124.11%, 113.34% and 105.49% compared to March 2025[2] levels, on which the last rating action was based, of 140.33%, 127.97%, 116.87% and 108.78%, respectively. The transaction has lost approximately EUR9 million of par since April 2025. 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: EUR276,817,024.68 Defaulted Securities: EUR18,599,738 Diversity Score: 42 Weighted Average Rating Factor (WARF): 3026 Weighted Average Life (WAL): 3.93 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.66% Weighted Average Coupon (WAC): 3.89% Weighted Average Recovery Rate (WARR): 43.81% Par haircut in OC tests and interest diversion test: 0% 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 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. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: 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. -- 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: Fitch Rates Class F-RR Notes Final 'B-sf' ---------------------------------------------------------- Fitch Ratings has assigned Madison Park Euro Funding XX DAC reset notes final ratings. RATING ACTIONS Madison Park Euro Funding XX DAC A-R Loan LT PIFsf Paid In Full AAAsf A-R XS2783649416 LT PIFsf Paid In Full AAAsf A-RR Loan LT AAAsf New Rating A-RR XS3227300392 LT AAAsf New Rating B-1-R XS2783649507 LT PIFsf Paid In Full AAsf B-2-R XS2783649689 LT PIFsf Paid In Full AAsf B-RR XS3227300558 LT AAsf New Rating C-R XS2783649762 LT PIFsf Paid In Full Asf C-RR XS3227300715 LT Asf New Rating D-R XS2783649846 LT PIFsf Paid In Full BBB-sf D-RR XS3227300988 LT BBB-sf New Rating E-R XS2783649929 LT PIFsf Paid In Full BB-sf E-RR XS3227301101 LT BB-sf New Rating F-R XS2783650000 LT PIFsf Paid In Full B-sf F-RR XS3227301366 LT B-sf New Rating Transaction Summary Madison Park Euro Funding XX DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. On the issue date, issuance proceeds from the reset notes and additional subordinated notes were used to refinance the existing notes except for the subordinated notes and purchase additional assets. The portfolio is actively managed by UBS Asset Management Credit Investments Group (UK) Ltd. The CLO has a 4.5-year reinvestment period and a seven-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 24.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 60.4%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries in the portfolio of 42.5%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two Fitch matrices, which correspond to a seven-year WAL and two fixed-rate asset limits at 7.5% and 12.5%. The transaction has a reinvestment period of 4.5 years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): On or after 1.5 years after closing, the transaction can extend the WAL test by 1.5 years. The extension is subject to conditions, including passing the collateral quality tests, coverage tests, portfolio profile tests and the aggregate collateral balance with defaulted assets carried at their collateral value being equal to, or greater than, the reinvestment target par. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio and matrix analysis is 12 months less than the WAL covenant at the issue date, to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limit test after reinvestment, and a WAL covenant that gradually steps down, before and after the end of the reinvestment period. These conditions would reduce the effective risk horizon of the portfolio in stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An increase of the default rate (RDR) in the identified portfolio by 25% of the mean RDR and a decrease of the recovery rate (RRR) by 25% at all rating levels would have no impact on the class A-RR notes and A-RR loan and lead to downgrades of one notch for the class B-RR to E-RR notes and to below 'B-sf' for the class F-RR notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class C-RR notes have a one-notch rating cushion, and the class B-RR, D-RR, E-RR and F-RR notes have two-notch rating cushions due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A-RR notes and class A-RR loan have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A-RR to D-RR notes and class A-RR loan, and to below 'B-sf' for the class E-RR and F-RR notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would result in upgrades of up to two notches each for all notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may result from better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. OCP EURO 2023-8: Fitch Gives B-sf Rating to Class F-R Notes ----------------------------------------------------------- Fitch Ratings has assigned OCP Euro CLO 2023-8 DAC reset notes final rating. RATING ACTIONS OCP Euro CLO 2023-8 DAC Class A-R Notes XS3230580089 LT AAAsf New Rating Class B-R Notes XS3230580675 LT AAsf New Rating Class C-R Notes XS3230580915 LT Asf New Rating Class D-R Notes XS3230581301 LT BBB-sf New Rating Class E-R Notes XS3230581723 LT BB-sf New Rating Class F-R Notes XS3230582291 LT B-sf New Rating Class X Notes XS3230579586 LT AAAsf New Rating Transaction Summary OCP Euro CLO 2023-8 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the subordinated notes, and fund the existing portfolio with a target par of EUR350 million. The portfolio is actively managed by Onex Credit Partners Europe LLP. The collateralised loan obligation (CLO) has an approximately 4.8-year reinvestment period and 8.85-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B''. The Fitch-weighted average rating factor (WARF) of the identified portfolio is 23.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate of the identified portfolio is 62.3%. Diversified Asset Portfolio (Positive): The transaction also includes various concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three-largest Fitch-defined industries at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two matrix sets available at closing and one forward matrix set effective at 18 months after closing. One set of standard closing matrices envisages an 8.35-year WAL test covenant, and one set of extended WAL matrices has an 8.85-year WAL test covenant. The forward matrix set has a 7.35-year WAL test covenant. All sets correspond to a top 10 obligor concentration limit of 20% and two fixed-rate asset limits at 5% and 12.5%. The manager chose at closing the set of matrices that apply. It can switch from the extended WAL matrix set to the standard closing matrix set, subject to conditions, but not the other way round. The transaction has an approximately 4.8-year reinvestment period, which is governed by reinvestment criteria that are similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The deal can extend the WAL by six months on the step-up date, six months after closing. The extension will be automatic if the extended WAL matrix set applies. If the standard closing matrix set applies, the WAL extension is subject to conditions, including the satisfaction of all the collateral quality tests and the aggregate collateral balance (defaults at Fitch-calculated collateral value) being at least equal to the reinvestment target par amount. Cash Flow Modelling (Positive): The WAL Fitch modelled is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' limit, and a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X, A-R, and B-R notes and would lead to downgrades of one notch each for the class C-R,D-R and E-R notes and to below 'B-sf' for the class F-R notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B-R to F-R notes each have a rating cushion of two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would not have any impact on the class X notes, but would lead to downgrades of four notches each for the class A-R to D-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each for the class B-R to D-R notes and up to four notches each for the class E-R and F-R notes. The class X and A-R notes are already rated 'AAAsf' and cannot be upgraded further. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. SONA FIOS I: S&P Assigns B- (sf) Rating to Class F-R Notes ---------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Sona Fios CLO I DAC's class A-R loan and class X-R, A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R notes. At closing, the issuer has unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction that closed in December 2023. The existing notes were fully redeemed with the proceeds from the issuance of the replacement loan and notes on the reset date. At the same time, S&P withdrew its ratings on the redeemed notes. The reinvestment period will be approximately 4.56 years, while the noncall period will be 1.5 year after closing. Under the transaction documents, the rated notes and loan will pay quarterly interest unless there is a frequency switch event. Following this, the notes and loan will switch to semiannual payment. The ratings assigned to the notes and loan reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,672.85 Default rate dispersion 594.57 Weighted-average life (years) 4.69 Obligor diversity measure 118.61 Industry diversity measure 24.80 Regional diversity measure 1.27 Country concentration in sovereigns rated below 'AA-' (%) 26.00 Transaction key metrics Total par amount (mil. EUR) 450 Defaulted assets (mil. EUR) 0 Number of performing obligors 134 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.00 Target 'AAA' weighted-average recovery (%) 37.39 Actual weighted-average spread net of floors (%) 3.88 Actual weighted-average coupon (%) 3.60 S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR450.00 million target par amount, the covenanted weighted-average spread of 3.75%, the covenanted weighted-average coupon of 3.50%, and the actual weighted-average recovery rate. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to E-R-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes." The class A-R loan and class X-R, A-R, and F-R notes can withstand stresses commensurate with the assigned ratings. S&P said, "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for all rated classes of notes and loan. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class X-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 Notes." Environmental, social, and governance S&P regards 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 activities. 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. Sona Fios CLO I 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. Sona Asset Management (UK) LLP manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate X-R AAA (sf) 1.50 N/A Three/six-month EURIBOR plus 1.00% A-R AAA (sf) 134.75 38.50 Three/six-month EURIBOR plus 1.34% A-R Loan AAA (sf) 142.00 38.50 Three/six-month EURIBOR plus 1.34% B-R-R AA (sf) 51.75 27.00 Three/six-month EURIBOR plus 2.00% C-R-R A (sf) 27.00 21.00 Three/six-month EURIBOR plus 2.30% D-R-R BBB- (sf) 31.50 14.00 Three/six-month EURIBOR plus 3.30% E-R-R BB- (sf) 20.25 9.50 Three/six-month EURIBOR plus 5.80% F-R B- (sf) 13.50 6.50 Three/six-month EURIBOR plus 8.45% Sub notes NR 29.995 N/A N/A *The ratings assigned to the class A-R loan and class X-R, A-R, and B-R-R notes address timely interest and ultimate principal payments. Our ratings address ultimate interest and principal payments on the other rated notes. The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= FEDRIGONI SPA: Fitch Lowers LongTerm IDRs to B, Outlook Negative ---------------------------------------------------------------- Fitch Ratings has downgraded Fedrigoni S.p.A.'s Long-Term Issuer Default Ratings (IDR) to 'B' from 'B+'. The Outlook is Negative. Fitch has also downgraded Fedrigoni's senior secured debt rating to 'B' from 'BB-' and revised its Recovery Rating to 'RR4' from 'RR3'. The downgrade reflects a deterioration in Fedrigoni's EBITDA versus Fitch's previous expectations, due to protracted weakness in the luxury end-markets. This leads to higher debt and leverage, weaker cash flows and subdued interest coverage. Fitch said, "We expect high leverage to persist in 2026 due to a slow recovery in the group's end-markets. The Negative Outlook reflects uncertainty around EBITDA recovery and leverage metric improvement, driven by continued soft market conditions and the group's large Fitch-defined debt." The senior secured debt downgrade reflects a EUR40 million increase in the group's revolving credit facility in 2025 and a higher amount of prior-ranking debt, leading to lower recovery prospects for the senior secured debt. Key Rating Drivers Weaker-than-Expected Profitability: Fedrigoni considerably underperformed Fitch's expectations in 9M25, due mainly to a continued weak luxury end-market. Fitch said, "We expect nominal Fitch-defined EBITDA in 2025 to be EUR230 million-235 million, about 20% lower than our previous projections, leading to high leverage and temporarily negative FCF. We expect a gradual improvement in EBITDA to about EUR260 million in 2026, mainly driven by gradually rising margins." Fitch said, "We assume a slow market recovery with a modest increase in volumes in 2026, before accelerating in 2027-2028. This should lead to mid-single digit revenue growth, supporting positive FCF generation. We forecast the Fitch-defined EBITDA margin to remain subdued at about 12.5%-13% in 2026 due to weak end-market demand and to improve to about 14% in 2027-2028, from about 11.5%-12.5% in 2024-2025, driven by gradually improving volumes, further savings from procurement and manufacturing initiatives and a gradual shift in the business mix towards more profitable niches (eg premium fillers, luxury packaging, wine labels)." High Leverage: Fitch forecasts Fedrigoni's EBITDA gross leverage to peak at about 9x at end-2025, and to remain above 8x in 2026, due mainly to weaker profitability. Fitch said, "We expect a gradual recovery to below 7.5x in 2027-2028 on a gradual demand recovery, cost-saving initiatives and continued benefits from the business mix shift. Further weakening in profitability and delays to deleveraging would result in a downgrade." Weak End-Markets Demand: The group's exposure to the luxury end-market exacerbates downside risk to its short-term profitability recovery. Performance has been affected by weak demand for luxury goods since 2H24. Fitch expects that consumer confidence will likely remain subdued in most western European countries in 2026, affecting spending on luxury goods. Improving Interest Coverage: Fitch said, "We expect muted EBITDA interest coverage of about 2x in 2025 before gradually recovering toward about 2.8x in 2028 on improving profitability. The group recorded temporarily weak EBITDA interest coverage of below 2x in 2023-2024, due to subdued operating profitability and higher cost of financing before interest rates cuts since mid-2024 and refinancing." Solid Business Profile: Fedrigoni's business profile is underpinned by its strong positions in growing premium niche markets. This is complemented by both sound end-market and customer diversification, with significant exposure to the fairly resilient end-markets in food and beverage, household goods, pharma and personal care. Other strengths are the breadth and quality of its product range, well-established relations with leading luxury brands, a sound record of cost pass-through, a high share of bespoke products, and an efficient distribution network. Temporarily Limited M&A: Fitch said, "We expect continued limited near-term M&A activity with a gradual increase in M&A bolt-on spend in 2027-2028 as Fedrigoni slowly returns to its M&A-driven growth strategy. Execution risk is mitigated by its successful integration record and a prudent acquisition policy that focuses on high-quality companies with strong capital returns. The M&A pipeline, deal economics, and integration remain crucial rating considerations." Peer Analysis Fedrigoni is a specialty paper and packaging producer that is smaller in scale than Fitch-rated peers, such as Stora Enso Oyj (BBB-/Stable) and Smurfit Westrock plc (BBB+/Stable). Fitch views Fedrigoni's business profile as stronger than that of recycled paperboard producer, Reno de Medici S.p.A. (RDM; B-/Negative), due mainly to stronger product and geographic diversification. Fitch said, "We also view Fedrigoni's financial profile as stronger than RDM's, due mainly to its lower expected leverage and higher expected EBITDA margins of 12%-14% compared with RDM's 7%-11%. Both companies have temporarily negative FCF due to soft end-markets." Fitch's Key Rating-Case Assumptions - Revenue of about EUR2 billion in 2025, low single-digit organic revenue growth in 2026 and mid-single digit organic annual growth in 2027-2028 on recovering luxury end-markets - No acquisitions in 2026, followed by net M&A spend of EUR50 million in 2027 and EUR100 million from 2028 (no guidance from the group) - Fitch-defined EBITDA margin to improve to 12.5%-13% in 2026 and about 14% in 2027-2028, from about 11.5%-12% in 2025, on gradual demand recovery, business mix shift and cost control - Working-capital requirement at about 2.3% of revenue in 2025, and about 0.3%-1% in 2026-2028 - Capex at 3.8% of revenue in 2025-2027 - No dividends to 2028 Recovery Analysis - The recovery analysis assumes that Fedrigoni would be considered a going-concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated, given its strong market position and customer relationships. Fitch has assumed a 10% administrative claim. - The group's GC EBITDA estimate of EUR230 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA on which Fitch bases the group's enterprise valuation (EV). The GC EBITDA reflects intense market competition resulting in subdued operating profitability. - Fitch uses a 5.5x EBITDA multiple, reflecting the group's strong position in growing premium niche markets, established customer relationships, and a well-developed own distribution network. Its multiple is higher than RDM's 5.0x multiple. - At September 30, 2025, the debt structure comprised its EUR665 million floating-rate notes, new EUR430 million fixed-rate notes, an upsized EUR220 million revolving credit facility (RCF; assumed fully drawn), about EUR339 million factoring (mostly non-recourse), around EUR162 million other debt, an EUR85 million unsecured government loan, and EUR347 million payment-in kind toggle notes (including capitalised interest). - Fitch's waterfall analysis generates a ranked recovery for senior secured noteholders in the 'RR4' category, leading to a 'B' rating for the senior secured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 7.5x on a sustained basis - EBITDA interest coverage below 1.5x on a sustained basis - Neutral to negative FCF on a sustained basis leading to weakening liquidity position - Problems with integration of acquisitions or increased debt funding Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage below 6.0x on a sustained basis - EBITDA interest coverage above 2.0x on a sustained basis - Positive FCF on a sustained basis Liquidity and Debt Structure At end-September 2025, Fedrigoni's liquidity mainly consisted of about EUR90 million of readily available cash (excluding about EUR15 million restricted by Fitch for intra-year working-capital swings) and access to about EUR170 million from the recently extended and upsized RCF of about EUR220 million due in 2029 (EUR50 million drawn). Fitch expects positive near-term FCF generation. The group has no major short-term debt maturities, apart from an overdraft and non-recourse factoring. Its debt structure is dominated by long-dated senior secured notes and the government loan. The group's EUR430 million fixed-rate notes are due in 2031. Its EUR665 million floating-rate notes are due in 2030 and its EUR347 million (including capitalised interest) toggle notes issued by Fiber Midco S.p.A. are due in 2029. Issuer Profile Fedrigoni is an Italian leading producer of specialty paper and self-adhesive labels operating in over 130 countries. RATING ACTIONS Rating Prior ------ ----- Fedrigoni S.p.A. LT IDR B Downgrade B+ senior secured LT B Downgrade RR4 BB- EUR 665 mln Floating bond/note 15-Jan-2030 XS2748965154 LT B Downgrade RR4 BB- EUR 430 mln bond/note 15-Jun-2031 XS2821787962 LT B Downgrade RR4 BB- =================== L U X E M B O U R G =================== ION CORPORATE: Moody's Withdraws B2 Rating on Sr. Secured Term Loan ------------------------------------------------------------------- Moody's Ratings has withdrawn the ratings of ION Corporate Solutions Finance S.a.r.l. including the B2 instrument ratings on the existing Euro denominated backed senior secured term loan and Euro denominated backed senior secured 1st lien global notes issued by the company. Prior to the withdrawal, the outlook was stable. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). This action comes after substantially all of the company's outstanding debt was refinanced or exchanged, in the case of existing notes, by new instruments issued by ION Platform Investment Group Limited (ION Platform) and related entities. Only a negligible portion of less than 0.4% of the existing notes were not exchanged and remain in the original issuer's perimeter. ION Corporate Solutions Finance S.a.r.l., a division of ION Platform following the merger earlier in the year, provides software and services for treasury risk management, foreign exchange processing, and energy and commodity trading risk management (E/CTRM) applications. WINTERFELL FINANCING: Fitch Puts 'B-' IDR on Watch Negative ----------------------------------------------------------- Fitch Ratings has placed Winterfell Financing S.a.r.l.'s (Stark) Long-Term Issuer Default Rating (IDR) and secured debt rating of 'B-/RR4' on Rating Watch Negative (RWN). The RWN reflects the timing and execution uncertainty of further efforts to strengthen liquidity and capital structure while Stark has underperformed our prior expectations and its key credit metrics are weak for the rating. Unless addressed in the short term, this will result in weaker financial flexibility ahead of the upcoming refinancing of its revolving credit facility (RCF) in 2027 and term loan B (TLB) in 2028. Fitch expects continued negative free cash flow (FCF) due to protracted weakness in residential markets. While we estimate Fitch-adjusted EBITDA, leverage and coverage to have started improving from the financial year ending July 2026 (FY26), evidence of broader improvement in trading especially in Germany and the UK would also help to support the current ratings. Key Rating Drivers Heightened Refinancing Risk: Fitch said, "We expect credit metrics to be weaker than previously forecast for FY26 to FY28 financial year-end July, coinciding with the pre-refinancing period for the RCF and TLB. It reflects a slow recovery in residential demand in Germany and the UK, higher employment costs in the UK, and the resulting weaker labour market and consumer spending. A further delay in deleveraging, weak cash generation, high drawings under the RCF and factoring and still challenging market conditions will increase refinancing risk. This risk is partly mitigated by management actions to improve profitability, liquidity and leverage." Weak Financial Flexibility: Fitch said, "We expect weak EBITDA interest coverage of 1.0x in FY26, improving to 1.6x in the following two years. We expect weaker EBITDA (IFRS16-adjusted), continued high interest costs and restructuring costs, although declining, to materially weigh on FCF generation in the pre-refinancing period, leading to higher factoring use and RCF drawdowns than previously expected. Management actions to improve near-term liquidity are critical and these actions are underway." Liquidity Improvement Options: Stark owns a number of unencumbered real estate assets (net book value EUR1 billion), which it uses to improve liquidity through mortgage financing and sale-and-leaseback transactions. Fitch said, "We expect proceeds from asset disposals, although at a slower pace than in previous years. Capex is flexible, as Stark can defer, reduce, or partly cancel capex related to branch modernisation. We expect these additional liquidity sources to support general corporate needs, fund capex and to partly repay RCF drawings." Further Delay in Deleveraging: Stark's Fitch-adjusted EBITDA gross leverage was 18.8x at FYE25, sharply above the previously expected 12.8x. We forecast leverage of 14.2x at FYE26 and 9.6x at FYE27 and to remain high to FY29. We expect Fitch-defined debt to rise further in FY26, with a cumulative increase of nearly EUR500 million over FY23-FY26, alongside a considerable decline in nominal EBITDA over the same period (compared with our prior expectations). Fitch forecasts additional factoring use and a new mortgage loan to add about 0.9x to leverage in FY26. EBITDA Yet to Improve: Stark underperformed Fitch's EBITDA expectations in FY25 and Fitch has revised down nominal Fitch-defined EBITDA from Fitch's previous forecast. Fitch said, "Nevertheless, we expect EBITDA to still rise to about EUR180 million in FY26 (from EUR128 million in FY25), EUR250 million in FY27 and EUR300 million in FY28, with an EBITDA margin of at least 3% from FY27. This will be driven by recovering newbuild residential demand, increased repair, maintenance and improvements spending, cost-saving initiatives and a turnaround of the UK distribution business." Progressive Recovery in Residential Markets: Fitch said, "We assume a subdued recovery in the housing market during 2026, before momentum improves in 2027. UK revenue growth remains affected by branch closures in the previous year and economic challenges in 2026, weighing on volume recovery. We also expect muted growth in Germany in 2026 before stronger recovery in 2027. In contrast, revenue in the Nordics has been growing steadily since FY25. The recovery will be supported by interest rate cuts, structural housing undersupply in key markets, plus pent-up demand and more stable input costs." Solid Business Profile: Stark's business profile is mainly underpinned by its leading positions in the heavy building materials distribution markets in the Nordics and Germany. Its SGBDUK purchase in 2023 has improved Stark's geographic diversification by giving it the second-largest building merchant's platform in the UK. Diversification is also supported by its extensive branch coverage, with proximity to the fastest-growing urban areas, plus limited supplier and customer concentration. Exposure to Cyclical Markets: The business profile is mainly limited by its exposure to cyclical construction markets, especially the housing market and intense competition in the fragmented distribution market. This is mitigated by its focus on the more resilient repair, maintenance and improvements markets (around 70% of gross profit) and also exposure to infrastructure and non-residential construction (eg defence). In FY24-FY25, Stark's performance was hit by sharp declines in housing markets, resulting in steep volume declines and deflationary pressures. Peer Analysis Fitch views Stark's business profile as weaker than Quimper AB's (Ahlsell; B+/Negative), a leading Nordic distributor of installation products, tools and supplies to professional customers. Both companies benefit from strong market positions, large scale of operations and sound diversification with broad product offerings, large exposure to renovation markets and limited customer and supplier concentration. Stark's broader geographic footprint is more than offset by Ahlsell's stronger market diversification, given its exposure to the infrastructure and industry markets and lower reliance on the cyclical residential market. Fitch views Stark's business profile as similar to Travis Perkins PLC (BB+/Stable) and slightly stronger than that of Wolseley Group Holdings Limited (B/Positive). Both Stark's and Ahslell's ratings are constrained by leverage. Ahlsell's financial profile is stronger than that of Stark, based on lower expected leverage and stronger profitability, supported by higher EBITDA margins and FCF generation. Travis Perkins and Wolseley both have significantly lower leverage than Stark. Fitch's Key Rating-Case Assumptions - Revenue of EUR8 billion in FY26, increasing by low-to-mid single-digits a year between FY26 and FY28 - Fitch-defined EBITDA at about EUR180 million in FY26, followed by a gradual recovery to about EUR260 million in FY27 and EUR300 million in FY28, mainly on recovering residential demand and increasing margins - Limited working capital outflows between FY26 and FY28 - No M&A - Capex at 1.5% of revenue in FY26 and 0.9% between FY27 and FY28 - Asset disposal proceeds of EUR40 million in FY26 and EUR20 million annually during FY27-FY28 (lower than management assumptions) - Sale-and-leaseback cash inflow of EUR60 million in FY26 - Full repayment of the RCF by FY27 - New mortgage loan of EUR100 million in FY26 - No dividends Recovery Analysis The recovery analysis assumes that Stark would be reorganised as a going concern in bankruptcy rather than liquidated. It reflects Stark's market position, dense network of branches, own portfolio of brands and potential for further consolidation in the fragmented distribution market. Fitch has assumed a 10% administrative claim. Fitch estimates a going concern EBITDA of EUR280 million for Stark, which reflects our view of a sustainable, post-reorganisation EBITDA, on which we base the enterprise valuation. It reflects intense market competition and a failure to broadly pass on raw material cost inflation, alongside an inability to extract acquisition synergies. An enterprise value multiple of 5.5x is applied to the going concern EBITDA to calculate a post-reorganisation enterprise value. The multiple reflects Stark's leading position across the Nordics and German heavy materials distribution market, scale and strong asset quality with a large, owned real estate portfolio located near expanding urban areas. The multiple is in line with that of Ahlsell. Fitch's waterfall analysis generates a ranked recovery for the EUR1.8 billion term loan B in the 'RR4' category, leading to a 'B-' rating, in line with the IDR, both now placed on the RWN. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to deliver improvements to liquidity or the capital structure in the short term - EBITDA leverage above 9.0x on a sustained basis - EBITDA interest coverage below 1.5x on a sustained basis - Consistently negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely, as reflected in the RWN, but we may affirm the ratings if we have better visibility on Stark's metrics supporting the current rating Liquidity and Debt Structure At July 31, 2025, Stark had about EUR201 million of readily available cash (excluding Fitch's adjustment for about EUR80 million intra-year working-capital swings) and access to an undrawn EUR238 million (EUR331 million at 31 October 2024) of a committed EUR371 million RCF, maturing in November 2027. Stark reported negative FCF in FY24-FY25 and Fitch expects the same in the short term. Fitch forecasts FCF margins of -1.9% in FY26, -0.3% in FY27 and only marginally positive in FY28. We expect negative FCF to be covered by increased non-recourse factoring use, disposals, sale-leasebacks and a new mortgage loan. Financial flexibility is supported by its unencumbered real estate portfolio of about EUR1 billion. Stark's debt of about EUR2.5 billion for FYE26 is concentrated in its EUR1,795 million TLB maturing in May 2028 and the outstanding RCF. Other debt mainly comprises mortgage loans and non-recourse factoring. Issuer Profile Stark is a leading business-to-business distributor of heavy building materials focused on the Nordics, the UK and Germany. Ratings Action Winterfell Financing S.a.r.l. Rating Prior ------ ----- LT IDR B- Rating Watch On B- senior secured LT B- Rating Watch On RR4 B- ===================== N E T H E R L A N D S ===================== NEXENT BANK: Moody's Upgrades Long Term Deposit Ratings to Ba2 -------------------------------------------------------------- Moody's Ratings upgraded Nexent Bank N.V.'s (Nexent Bank) long-term deposit ratings to Ba2 from Ba3. The outlook on these ratings was changed to positive from stable. In addition, Moody's upgraded the bank's Baseline Credit Assessment (BCA) and Adjusted BCA to ba3 from b1, its long-term Counterparty Risk Ratings (CRRs) to Baa3 from Ba1 and its long-term Counterparty Risk (CR) Assessment to Baa3(cr) from Ba1(cr). Furthermore, Moody's upgraded the bank's short-term CRRs to Prime-3 from Not Prime and the short-term CR Assessment to Prime-3(cr) from Not Prime(cr). Lastly, Moody's affirmed the short-term deposit ratings at Not Prime. Moody's also affirmed CEG N.V.'s foreign currency subordinated debt rating at B1. RATINGS RATIONALE The upgrade of Nexent Bank's long-term deposit ratings to Ba2 reflects (1) the upgrade of the bank's BCA to ba3 from b1, (2) the application of Moody's Advanced Loss Given Failure (LGF) analysis, resulting in a low loss given failure and a one-notch uplift for the deposit ratings, and (3) a low probability of government support, resulting in no uplift. The upgrade of Nexent Bank's BCA to ba3 from b1 reflects the continued diminution of portfolio concentrations, the sustainable improvement in profitability and the extended track record of very low loan losses. The BCA still reflects (1) high asset risks including sector, borrower and geographical concentrations, (2) intrinsically volatile profitability, (3) a moderate capitalisation in relation to the bank's risk profile and (4) a lack of funding diversification mitigated by large liquidity buffers. Nexent Bank provides international trade and commodity finance, working capital loans to corporate clients and project finance in Western European and emerging countries. The bank also operate a small retail banking franchise in Romania (12% of outstanding loans as of end-June 2025). This business model entails high concentrations in sectors and geographical areas which Moody's considers vulnerable. Nonetheless, the bank has decreased its concentration of large corporate exposures and has partially rebalanced its loan portfolio from Turkiye to more creditworthy geographies. Nexent Bank has also exhibited an extended track record of very stable asset quality in the last few years. It reported reversals of provisions of 20 basis points of average gross loans since the pandemic and its problem loans decreased to 2.1% of gross loans in H1 2025 from 6.3% in 2022. The bank's profitability, which has historically been low and volatile, is currently moderate through its activities in trade and commodity finance as well as consumer credit activities. Net income represented 1.18% of total assets in H1 2025, a small decline from 1.36% in full year 2024 due to lower net interest margins, but still much higher than 0.39% in 2021 during the period of ultralow interest rates. Moody's believes that the improvement in profitability is sustainable thanks to the normalization of the interest rate environment, well-controlled operating costs and more limited asset risk than in the past. Capitalisation is moderate in relation to the bank's risk profile, despite a high Common Equity Tier 1 (CET1) ratio of 17.5% and high regulatory Tier 1 leverage ratio of 11% at end-June 2025. Nonetheless, the bank has regularly benefitted from capital support from its parents FIBA Holding AS (FIBA) and FINA Holding AS in the past. The bank also reported a large management capital buffer of 2.5 percentage points as of end-June 2025, bringing the total capital ratio to 18.5% at this date. After a long period of full profit retention, the bank resumed dividend distribution in 2022. Nexent Bank mainly funds itself through online retail deposits raised in Germany and the Netherlands. A majority of these products are covered by the Dutch Deposit Guarantee Scheme, which limits their sensitivity to reputational risks to a certain degree, but Moody's considers online deposits where customers have no other relationship with the bank inherently less stable than primary client deposits. The bank also gathers substantial amounts of deposits from its corporate clients. The bank has limited market access for alternative funding sources and Moody's considers the lack of funding diversification a weakness. Nonetheless, the bank holds substantial liquidity on its balance sheet, with High-Quality Liquid Assets (HQLAs) representing 24.1% of tangible banking assets at end-June 2025, which mitigates the risk of deposit outflows. Moody's continues to adjust Nexent Bank's financial profile by one notch to reflect its limited business diversification. Moody's Advanced LGF analysis resulted in low loss given failure and a one-notch uplift for the deposit ratings, based on end-June 2025 accounts. RATIONALE FOR POSITIVE OUTLOOK Nexent Bank's long-term deposit ratings carry a positive outlook, reflecting Moody's views that there is positive pressure under Moody's Advanced LGF analysis. The bank has increased the proportion of deposits coming from corporate clients since 2021, under the bank's resolution perimeter, to 23% of total deposits at end-June 2025 from 11% at year-end 2021. Moody's will determine over the next 12-18 months to which extent this shift in the deposit mix is structural and durable. Moody's could eventually change the standard assumption for junior deposits to 26% from the current 10% in Moody's LGF analysis, which would result in a very low loss given failure and a two-notch uplift for the deposit ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Nexent Bank's BCA and long-term ratings could be upgraded if the bank's asset risk profile, capitalisation, profitability and diversity of funding sources were to improve over time. The long-term ratings could also be upgraded if the buffer of subordinated instruments were to significantly increase or if the proportion of junior deposits in the deposit mix of the bank structurally and durably increases. The Tier 2 subordinated debt issued by CEG N.V., the holding company for Nexent Bank, could be upgraded if the subordination benefiting this debt increases and tangible banking assets decrease. Nexent Bank's BCA and long-term ratings could be downgraded if a deteriorated macro environment were to result in an increase in asset risk and capital depletion, or if the bank increased its loan concentrations. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in November 2025. Nexent Bank's assigned BCA of ba3 is set five notches below the "Financial Profile" initial score of baa1 because of sector, borrower and geographical concentrations, as well as a modest deposit franchise and limited business diversification. ========= S P A I N ========= GREEN BIDCO: Fitch Lowers Long-Term IDR to CCC- ----------------------------------------------- Fitch Ratings has downgraded Green Bidco, S.A.U.'s (Amara) Long-Term Issuer Default Rating (IDR) to 'CCC-' from 'CCC+' and the senior secured notes (SSNs) to 'CC' from 'CCC+'. The Recovery Rating on the SSNs is 'RR5'. The downgrade reflects heightened liquidity concerns in the short term, stemming from continued expected negative free cash flow (FCF), which will require further debt to be raised, unsustainable leverage of over 15x and very low EBITDA interest coverage of about 0.5x in 2025 and 2026. Fitch said, "We do not expect Amara's key metrics to improve sufficiently, even if market conditions improve, which affects its ability to refinance without restructuring." Key Rating Drivers Unsustainable Capital Structure: Fitch said, "Amara's level of gross debt, at about EUR400 million at end-3Q25 including factoring, is unsustainable relative to the company's modest Fitch-calculated expected 2025 EBITDA of about EUR25 million. With negative FCF also in 2026, we do not expect a material improvement in the company's ability to reduce debt, nor do we believe leverage is likely to decline significantly in the short-to-medium term through EBITDA growth, which we expect to be very gradual over the next two-to-three years." Unavailable Refinancing: Fitch believes Amara's EUR265 million bond (due in July 2028) refinancing is likely to be unavailable with its current capital structure, and some form of restructuring will be likely. Liquidity Under Increasing Pressure: Fitch expects Amara's liquidity to come under considerable pressure in the short term, reflecting negative FCF driven by low EBITDA generation and high interest costs. Fitch expects Amara to only achieve sufficient liquidity in 2026 through full utilisation of its EUR57 million revolving credit facility (RCF; drawn to EUR20 million at end-3Q25) and inventory release. Still, continued weak cash generation through 2027-2028 will result in an inability to fund negative cash flow without additional debt, in Fitch's view. Weak Margin Improvement: Fitch expects a slightly lower Fitch-adjusted EBITDA margin in 2025 of about 3.7% (2024: 3.8%) due to persistently weak solar panel pricing and new contracts bearing lower initial margins, only partly offset by growth in Energy Transition Services. Fitch expects gradual margin improvement of about 150bp by 2028, reflecting price stabilisation in solar and better margins in other divisions stemming from cost-cutting initiatives. Although margins are expected to improve, EBITDA interest coverage is likely to remain at about 0.5x in both 2025 and 2026. Continued Weak Market Conditions: Despite Amara's increased revenue in 9M25 on higher volumes in Solar division, especially in the US and Brazil, prices remain low and intensified best-price competition is limiting margin growth. In addition, the Smart Grids division has been affected by a temporary shift towards network from solar projects and price renegotiations in the Telecom division. Fitch expects market conditions to remain weak in 2026 and to only gradually improve in 2027 as product and geographical diversification continue to improve. Limited Customer/Supplier Diversification: The customer base is moderately concentrated, with the top five customers contributing about 10% of 2024 revenue. Supplier concentration is higher, with the top five accounting for about 40% of costs, reflecting Amara's small size and its strategy to secure better terms and key product availability. Mitigants include long-term cooperation with counterparties operating mainly in the non-cyclical energy industry and supported by the secular energy transition. Lower Concentration in Spain: Geographical diversification is moderate, with 50% of 9M25 revenue generated in Spain and Portugal (60% in 2023), followed by 20% from Brazil, 8% from Italy and 18% from the US and Mexico. The group has increased its geographical diversification in Brazil and the USA since 2023 in order to offset the current weaker market conditions in Europe. Peer Analysis Amara's business profile is comparable to that of other Fitch-rated B2B distributors, such as Quimper AB (B+/Negative) and Winterfell Financing S.a.r.l. (B-/Rating Watch Negative). Amara is much smaller than these peers and has weaker pricing power in the value chain. Similar to Quimper, the group's geographical diversification is concentrated, given its focus on Spain. Amara's expected EBITDA margin is stronger than that of Winterfell, but weaker than Quimper's. Fitch expects Amara's FCF to be weaker than that of Winterfell and Quimper. Due to lower EBITDA margins since 2023, Amara's leverage is above peers. Fitch estimates its EBITDA leverage to stay above 15x by YE27. Quimper's expected leverage is about 5x, and Winterfell's is above 10x. Fitch’s Key Rating-Case Assumptions Fitch's Key Assumptions within Its Rating Case for the Issuer - Mid-single revenue growth for 2025-2028, reflecting price stabilisation for the solar division and an increase in the contribution of the services division - Stable Fitch-adjusted EBITDA margin in 2025 with gradual increase towards about 5% in 2028 due to better prices and product mix - Working capital (WC) release for 2025 and 2026 due to inventory destocking and 2027-2028 WC outflow reflecting top-line growth - Capex at about EUR10 million for 2025 before decreasing to about EUR5 million in 2026-2028 - Debt increase to offset negative cash generation Recovery Analysis Key Recovery Rating Assumptions - Fitch's recovery analysis assumes that Amara would be deemed a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated - Fitch's GC value available for creditor claims is estimated at EUR155 million, based on the revised GC EBITDA of EUR40 million from EUR45 million - Fitch's GC EBITDA revision reflects the contract renegotiation with lower margins that will delay the recovery of margins. The assumption higher than the current Fitch-adjusted EBITDA reflects corrective measures taken in a reorganisation to offset the adverse conditions - A 10% administrative claim - An enterprise value (EV) multiple of 5.0x is applied to GC EBITDA to calculate a post-reorganisation EV. The multiple is based on the group's leading market position in Spain and other markets, with solid non-cyclical end-markets, an established logistics network, moderate geographical diversification and its long-term relationship with customers. At the same time, the EV multiple reflects the group's small scale compared with peers', its customer and supplier concentration and historically weak FCF generation - Fitch deducts about EUR45 million from the EV to account for the group's factoring facility as of end-September 2025, in line with Fitch's criteria - Fitch estimates the total amount of senior debt claims at EUR424 million, which includes a EUR57 million super senior secured RCF, EUR268 million SSNs and EUR99 million of bank debt. Fitch view the RCF as super senior and the bank debt as ranking equally with the SSNs - These assumptions result in a downgrade of the Recovery Rating to 'RR5' from 'RR4' for the SSNs, resulting in the instrument rating being one-notch below the IDR RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Full utilisation of its available RCF to fund negative FCF and worsening liquidity position - Steps towards debt restructuring that would meet Fitch's criteria for distressed debt exchange Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Less negative FCF and Improving liquidity Liquidity and Debt Structure Amara reported EUR20 million of cash as of 3Q25. Fitch anticipates negative FCF to further drain the company's liquidity, and Fitch expects increased reliance on additional sources of capital. During 2025, the company drew EUR20 million from its EUR57 million RCF. Issuer Profile Amara, headquartered in Madrid, is a B2B distributor of products and services used in the energy transition market. The group derives revenue primarily in Spain and Portugal (49% at end-3Q25). The rest of revenue is exposed to Brazil (20%), Italy (8%), Mexico (5%) and the USA (13%). RATING ACTIONS Rating Prior ------ ----- Green Bidco, S.A.U. LT IDR CCC- Downgrade CCC+ senior secured LT CC Downgrade RR5 CCC+ =========== S W E D E N =========== SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Downgrades ICR to 'SD' ------------------------------------------------------------ S&P Global Ratings lowered to 'SD/SD' (selective default) from 'CCC' its long- and short-term issuer credit ratings on Swedish real estate company Samhallsbyggnadsbolaget i Norden AB (publ) (SBB), and to 'D' (default) from 'CCC' its issue rating on the 2028 and September 2029 securities, issued by SBBH, that were tendered well below par. S&P affirmed the 'CCC' ratings on the other senior unsecured notes due in 2026, 2027, and October 2029, which were tendered much closer to par. S&P also affirmed the issue ratings on the instruments not included in the tender at 'CC' (related to the issuances under SBB I Norden AB and SBB Treasury Oyj). S&P affirmed its issue ratings on the three euro-denominated subordinated bonds at 'D'. S&P said, "Following the settlement of the transaction, we expect to raise our ratings on SBB and the affected senior unsecured debt to 'CCC'. We still see a material risk that the company could address its debt by implementing another tender we would view as distressed, within the next 12 months." S&P said, "Some of the lenders that accepted SBB's tender offer will receive much less than they were originally promised and therefore we viewed part of the transaction as a distressed restructuring, tantamount to a default, under our criteria. SBB is repurchasing outstanding debt with a nominal value of EUR438 million with an associated expected cash outflow of EUR386 million (including accrued interest). The affected debt at SBBH level comprises its 2026, 2027, 2028, and 2029 senior unsecured notes and a small SEK bond at SBB level due in 2027. We understand that the average price varied and were close to par for the 2026, 2027, and October 2029 notes, but was much lower for the 2028 and the September 2029, given the recent trading of the notes. Therefore, we viewed the discount as immaterial for the first three issuances and maintain the issue ratings at 'CCC' on associated instruments. However, we lowered to 'D' our issue ratings on the 2028 and September 2029 senior notes, issued by Samhallsbyggnadsbolaget i Norden Holding AB. "We affirmed our ratings on the instruments that were not subject to the tender offer. Although we do not consider these issuances to be defaulted, the potential for a default on these instruments remains intact. Even after the discounted tenders on the other bonds, SBB's liquidity will be weak, and it has sizable short-term debt maturities. We expect to raise our ratings on the 2028 and 2029 notes to 'CCC' after the tender transaction has been settled." SBB faces significant debt maturities, totaling about SEK5.3 billion in 2026, pro-forma closing of this transaction, and further around SEK7 billion of debt maturities in 2027. S&P said, "We anticipate that SBB will have around SEK4.2 billion of cash available, which is not sufficient to cover its needs, including short-term debt maturities and committed capital spending (capex) over the next 18 months. The issuer has not accessed the debt capital markets for a while, even though bond yields are below 7%. We think that SBB's capital structure will remain unsustainable over the short to medium term in light of ongoing operating cash burn and the reducing asset portfolio until the company can demonstrate an improved liquidity position and sustain a stable capital structure." SBB's asset sales options are now more limited to reduce its leverage and managing the maturity wall, although it could also seek access to diversified funding sources. SBB has attracted some funding by selling equity stakes in several of its asset portfolios, for example, the recent Sveafastigheter transaction. However, with the recent disposals, SBB's property portfolio remains at a value of about SEK35 billion, which limits the flexibility for further significant asset sales to reduce leverage. The company has disposed of a large amount of assets over the past couple of years and its near-term operational strategy remains highly uncertain. The value of SBB's property portfolio declined to about SEK35 billion, expected at year-end 2025 from SEK135 billion at year-end 2022, due to its decentralized operational strategy and because it has been selling assets to secure liquidity and funding needs. S&P said, "We understand that SBB may carry out further asset sales throughout 2026, which could reduce rental cash flows, although we believe the company may be able to attract dividends from its equity stakes, which would benefit S&P Global Ratings-adjusted EBITDA. Given the lack of clarity regarding the company's mature portfolio and operations, as well as how to address upcoming debt maturities in 2026 and 2027, our rating will likely remain in the 'CCC' category after settlement of the tender." TRANSCOM HOLDING: Moody's Appends 'LD' Designation to PDR --------------------------------------------------------- Moody's Ratings has appended a limited default (LD) designation to Transcom Holding AB's (Transcom or the company) probability of default rating, revising it to Caa1-PD/LD from Caa1-PD. The LD designation will remain in place for three business days. There is no change to the company's Caa1 corporate family rating or to the Caa1 ratings on its backed senior secured notes. The stable outlook is unaffected. On December 19, 2025, the company closed the transaction whereby lenders agreed to exchange the existing EUR380 million notes maturing in December 2026 with EUR322.32 million new notes maturing in January 2030. Consenting lenders were 94.03%, while abstaining lenders accounted for 5.68%. Moody's views the transaction as a distressed exchange, an event of default under Moody's definitions, which is reflected in the LD designation. While the transaction provides liquidity relief via extending the company's debt maturity, Moody's believes that the company will face significant execution risks in achieving improvements in operating margins and generating consistently positive free cash flow. Headquartered in Sweden, Transcom is one of Europe's largest providers of outsourced customer relationship management services. In 2024, the company reported EUR745 million of revenue and EUR77 million of company-reported EBITDA. Since April 2017, Transcom has been owned by Altor Fund IV. =========== T U R K E Y =========== ORDU YARDIMLASMA: Fitch Affirms BB- LongTerm IDRs, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Ordu Yardimlasma Kurumu's (OYAK) Long-Term Foreign- and Local-Currency Issuer Default Rating (LTFC and LTLC IDRs) at 'BB-'. The Outlooks are Stable. The affirmation reflects Fitch's expectation that OYAK's gross loan-to-value (LTV) will remain strong for the rating, mitigating currently weak investment-holding company cash cover. OYAK's reliance on income from few assets and exposure to a single market (Turkiye) lead to high income volatility, constraining the ratings. Rating strengths are OYAK's well-defined financial and investment policy, strong control over asset dividends and solid LTV ratios. Key Rating Drivers New Acquisition Completed: OYAK acquired full ownership of İSKEN Enerji by purchasing 51% of the shares from Germany-based Steag Power GmbH, bringing the company fully under OYAK's control in October 2025. İSKEN owns and operates 1,360MW coal and renewable power generation capacity and produces about 9 billion kilowatt-hours annually, meeting around 3% of national electricity demand. The purchase price of the remaining share was USD412 million and Fitch expects OYAK to benefit from increased dividends from ISKEN Enerji as a result. Dividends Contribution Mix: Fitch said, "We expect İSKEN Enerji to contribute about one third of OYAK's total dividends in 2026 following full ownership. Oyak Otomotiv Enerji, which includes the automotive and logistics businesses, should also contribute around one third, with the rest mostly coming from metal and metallurgy (although we do not expect Erdemir to be as significant a contributor as before) and the cement and concrete segments." Growing Housing Projects: OYAK owns a large land bank in Turkiye and sells housing units as market conditions allow. It has five major projects underway - three launched in 2024 and two in 2025 - mostly around Istanbul. Sales were lower than expected in 1H25 but picked up in 2H25 as interest rates started to decline. Fitch assumes further modest income from housing. The segment is likely to grow in importance for OYAK, but a sharp increase in the portfolio weighting and cash flow concentration could weigh on the ratings. Weak Portfolio Credit Characteristics: Fitch assesses OYAK's portfolio credit characteristics, under Fitch investment holding company criteria, at 'b+', which constrain the IDRs. This reflects the weak weighted average credit quality and limited financial transparency, as some assets are private. OYAK's assets include real estate, mining, building materials and auto, and are highly exposed to Turkiye, with domestic sales dominating revenue. Solid LTV, Weak Cash Cover: OYAK's Fitch-calculated gross LTV was 30% at end-June 2025 and should remain broadly stable in the short-to-medium term, well within the negative sensitivity of 45%. Cash cover is weak for the rating, dropping to just over 1x in 2025, then rising to above 2x in 2026-2028 as interest rates decrease further, dividend contributions improve, and housing projects start contributing to cash flow. Fitch includes debt and interest at special purpose vehicles, such as ATAER, BIREN and others, in OYAK's ratios despite no parent guarantees or cross defaults. Conservative Financial Policy: OYAK's record of abiding by its well-defined internal financial policy compares well with that of higher-rated peers. Historically, OYAK has successfully focused on investing in manufacturing, infrastructure, energy and heavy industries, rather than sectors that directly serve end-customers. However, it has recently expanded further into the food sector and real estate to diversify returns and reduce dependence on Erdemir. Member Payments Considered Quasi-Dividends: Fitch said, "We view payments to pension members as quasi-dividends that are ultimately subordinated to OYAK's senior unsecured debt obligations. This is driven by Fitch's belief that OYAK has deferral mechanisms in place for liquidity crises and that any cash withdrawal requests should first be passed by OYAK's general assembly. We therefore do not consider these payments as part of OYAK's funds from operations or include them in Fitch's credit ratios for the company." Peer Analysis Fitch said,"We compare OYAK to EMEA peers including CDP RETI SpA (BBB+/Stable), Investment AB Latour (A/Stable), Criteria Caixa, S.A., Unipersonal (BBB+/Stable) and Kuwait Projects Company Holding K.S.C.P. (KIPCO; BB-/Negative), which we also assess under the Fitch Investment Holding Criteria." OYAK's financial and investment policy and its execution record are broadly in line with peers'. OYAK's LTV is lower than those of CDP Reti, Latour, Criteria Caixa, and KIPCO, which is a rating strength. This is offset by weaker business and geographic diversification, with exposure to a single market (Türkiye), similar to CDP Reti's exposure to Italy. Cash cover has been weak due to dividend volatility and high interest rates and is likely to be in line with KIPCO in 2025. Unlike for KIPCO, Fitch expects OYAK's cash cover to improve in 2026-2028, supported higher income streams and falling interest rates, but it will still be well below higher-rated peers.' Fitch's Key Rating-Case Assumptions - Total dividends received to fall around 30% in 2025, before almost doubling in 2026 and growing in double digits in 2027-2028 - Cash flows from housing projects to become positive in 2026 and form a material part of OYAK's total recurring cash received - Balance sheet to grow on average 20% per year in 2025-2029 - No further acquisitions or disposals for 2025-2028 besides completed İSKEN Enerji RATING SENSITIVITIES Factors That Will Collectively or Individually Lead to Negative Rating Action/Downgrade LTFC and LTLC IDRs -- Fitch-adjusted investment holding company cash cover at below 2.0x -- Weakening in the credit quality of its portfolio leading to a Fitch-adjusted LTV at above 45% for an extended period -- Decreased diversification of cash flow leading to increasing dependence on a single asset LTFC IDR -- A downward revision of Turkiye's Country Ceiling would be negative for the LTFC IDR Factors That Will Collectively or Individually Lead to Positive Rating Action/Upgrade LTLC IDR -- An improvement in Turkiye's economic environment and general market conditions -- Improvement in the portfolio's weighted average credit quality by equity value LTFC IDR -- An upgrade of LTLC IDR and an upward revision of Turkiye's Country Ceiling Liquidity and Debt Structure As of June 30, 2025, OYAK reported TRY24.9 billion of cash and cash equivalents, of which TRY11.2 billion was unrestricted. Of the total cash balance, TRY13.7 billion consisted of time deposits with maturities of 90 days or more and TRY9.2 billion was time deposits with maturities of less than 90 days. This compared with TRY51.4billion of debt on its standalone balance sheet. In addition, OYAK had an uncommitted, unused banking line of TRY34.7 billion. It also had access to local banking lines, which have been available even during downturns. The TRY13.7 billion in restricted cash is held at AnkerBank, a subsidiary of OYAK, which extends loans to group companies by blocking an equivalent amount of OYAK's deposits. These blocked amounts are considered restricted. Issuer Profile OYAK is a second-tier pension fund for the military personnel in Turkey. It holds investments in more than 130 companies across 21 countries in various sectors including mining metallurgy, cement concrete paper, automotive logistics, energy, food, agriculture, animal husbandry, chemicals and finance. RATING ACTIONS Rating Prior ------ ----- Ordu Yardimlasma Kurumu (Oyak) LT IDR BB- Affirmed BB- LC LT IDR BB- Affirmed BB- TURKCELL ILETISIM: Fitch Affirms 'BB-' LT Foreign Currency IDR -------------------------------------------------------------- Fitch Ratings has affirmed Turkcell Iletisim Hizmetleri A.S's (Tcell) Long-Term Foreign Currency Issuer Default Rating (LTFC IDR) at 'BB-' with a Stable Outlook. Fitch has also affirmed its senior unsecured instrument rating at 'BB-'. The Recovery Rating is 'RR4'. Tcell's LTFC IDR remains constrained by Turkiye's 'BB-' Country Ceiling as its Standalone Credit Profile (SCP) is assessed at 'bb'. The SCP reflects a sound financial profile with strong EBITDA margins and positive free cash flow (FCF) excluding one-off spectrum costs despite inflationary pressures and continued considerable capex. Rating strengths are Tcell's leading market share in mobile in Turkiye, a growing fibre broadband customer base and relatively moderate leverage. Fitch-defined EBITDA net leverage was 0.5x at end-2024. Fitch said, "We expect Tcell to maintain ample leverage headroom for its rating over the next four years, allowing it to manage operating environment risks should they arise." Key Rating Drivers Strong Market Positions: Tcell is Turkiye's leading mobile operator and second-largest fixed-line telco. Its mobile subscriber share was 40% at end-2Q25, which positions it strongly ahead of closest rival Vodafone at 30% and Turk Telekomunikasyon A.S. (TT) at 30%. Its fixed broadband subscriber market share has continued to grow, to 15.8% in 2Q25 from 13.7% in 2Q21. Fitch expects Tcell to continue to benefit from market growth, strong margins and positive cash flow generation, based on a fixed-line strategy investing in fibre and an increased focus on digital applications and services. Strong Profitability Despite High Inflation: Tcell continues to effectively navigate the high inflationary environment (inflation remains high in Turkiye with an annualised 31% as of November 2025), through inflation-adjusted price revisions for both its mobile and fixed-line services. Fitch said, "We expect the Fitch-defined EBITDA margin to remain stable at about 33% in 2025-2027, supported by price increases and lower energy cost volatility. In line with its solar energy investment strategy, Tcell aims to install 300 MW of solar panels by 2026 (37.5 MW active capacity as of 3Q25), which will serve as a natural hedge against rising energy costs." Investment Capex Restrains FCF: Fitch expects FCF to be negative in 2026-2027 due to increased capex. Fitch's base case assumes capex (excluding amortisation of subscriber acquisition costs) will peak at 36% of revenue in 2026 and remain high at 24% in 2027 on the back of 5G spectrum payments, 5G network roll-out, further upgrades to the existing mobile infrastructure, continued expansion of the fibre network, and investments in solar projects and data centres. Fitch expects FCF margin to improve to the low single digits in 2028 as capex normalises at 19% of revenue. Low Leverage: Tcell has maintained low Fitch-defined EBITDA net leverage at 0.5x-1.1x over the last four years, primarily supported by strong profitability, a rational dividend policy and a prudent approach to debt hedging. This offsets increased debt arising from Turkish lira depreciation. Fitch expects leverage to be 0.5-0.9x in 2025-2027, which is well below its negative sensitivity of 3.2x. High FX Risk: Tcell's leverage is highly sensitive to movements in the lira, as around 90% of its debt was denominated in foreign currencies at end-3Q25, while revenues are predominantly in local currency. Risk is partly mitigated by hedging arrangements and a high proportion of cash held in hard currencies (about 82% at end-3Q25). The substantial FX exposure is reflected in Tcell's tighter leverage sensitivities versus peers'. Government-Related Entity: Tcell is a government-related entity (GRE) of Türkiye under Fitch's Government-Related Entities (GRE) Criteria. The Turkish government (through the Turkiye Wealth Fund; TWF; BB-/Stable) owns 26% shares and has 58% voting rights of the company. Fitch scores one of the responsibility-to-support factors as 'Strong' with the remaining key risk factors as 'Not Strong Enough', resulting in a support score under 10 out of a maximum 60, meaning virtually no expectation of support. Not Capped by Sovereign IDR: Fitch said, "We used the considerations of the Parent-Subsidiary Linkage (PSL) criteria to determine if Tcell's LTFC IDR is capped by the sovereign's 'BB-' LTFC IDR, as Tcell's SCP is above this level. Our analysis leads to a 'consolidated +1' approach. This means Tcell's LTFC IDR is not capped by the sovereign's. This is due to our 'porous' legal ring-fencing and access and control assessment. The extraction of excessive dividends is limited by Turkiye's capital markets laws. A large minority interest also makes any excessive dividends unlikely." Constrained by Country Ceiling: Tcell's LTFC IDR is constrained by the Türkiye's Country Ceiling. The group's cash flow is predominantly domestic with foreign operations contributing less than 3% of revenue in 2024, including exposure to Belarus, from which Turkcell is unable to extract cash. Peer Analysis Tcell's ratings are on a par with its closest peer Turk Telekomunikasyon A.S.'s (TT; BB-/Stable). TT has a similar operating profile, although its strength stems from its incumbent fixed-line operations, but higher leverage. Both are active in debt management using derivative instruments. Absent FX risk and associated sovereign pressures, Tcell has similar or stronger business and financial profiles to those of higher-rated western European telecom peers, such as Telefonica Deutschland Holding AG (TD; BBB/Stable). Tcell has stronger growth potential than TD, even when adjusted for inflation, and similarly low leverage. Tcell's ratings are constrained by the sovereign Country Ceiling. Fitch's Key Rating-Case Assumptions -- Revenue growth (not IAS29-adjusted) of 42% in 2025, slowing to 28% in 2027, reflecting declining inflation -- Fitch-defined EBITDA margin at 33% in 2025-2028 -- Capex (excluding subscriber acquisition costs, but including spectrum payments) at 21% of revenue in 2025 and 24%-36% in 2026-2027 -- Net working capital changes of -3% of revenue a year in 2025-2027 -- Dividend payments of around 50% of net income in 2025-2028 -- No M&A in 2025-2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- EBITDA net leverage above 3.2x on a sustained basis -- Material deterioration in pre-dividend FCF margins or in the regulatory or operating environments -- Sustained increase in FX mismatch between net debt and cash flows -- A downward revision of Turkiye's Country Ceiling -- Excessive reliance on short-term funding, without adequate liquidity over the next 12-18 months Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- An upward revision of Turkiye's Country Ceiling, assuming no change in Tcell's underlying credit quality Liquidity and Debt Structure Tcell reported cash of TRY122 billion and TRY1.5 billion of liquid financial investments at end-3Q25, which is sufficient to address short-term financial liabilities of TRL60 billion maturing in 2025-2026. Liquidity is further supported by around USD230 million of committed credit facilities available as of 3Q25. Issuer Profile Tcell is the leading mobile network operator in Turkiye with leading market shares in mobile, along with fibre broadband and IPTV providing a converged product. RATING ACTIONS Rating Prior ------ ----- Turkcell Iletisim Hizmetleri A.S LT IDR BB- Affirmed BB- Natl LT AAA(tur) Affirmed AAA(tur) senior unsecured LT BB- Affirmed RR4 BB- =========================== U N I T E D K I N G D O M =========================== CLOSE BROTHERS: Fitch Affirms BB+ Subordinated Debt Rating ---------------------------------------------------------- Fitch Ratings has affirmed Close Brothers Group PLC's (CBG) and Close Brothers Limited's (CBL), its fully owned operating bank, Long-Term Issuer Default Ratings (IDRs) at 'BBB'. Fitch has also affirmed the Viability Ratings (VRs) of CBG and CBL at 'bbb'. The Outlooks on the Long-Term IDRs are Negative. Key Rating Drivers Restructuring Underway: CBG's ratings reflect a weakened business profile and strategic execution risks due to challenges posed by its historically high motor finance lending. The ratings also reflect considerably weakened operating profitability, asset quality that is weaker than peers, balanced by adequate capitalisation and strong liquidity, supported by a long-term funding base. The Negative Outlooks reflect uncertainties surrounding the group's restructuring and the ultimate effect of the customer redress scheme implemented by the Financial Conduct Authority against historical motor finance commission arrangements, and risks to CBG's profitability and capitalisation. Simplified Business Model, Execution Risks: Business and revenue diversification has reduced following CBG's business disposals, including asset management, securities trading businesses, and the reduction of personal lines premium finance. The group's strategy to focus on core banking businesses could support long-term business model stability, but Fitch sees strategic execution risks in growing business volumes and achieving strong profitability similar to its 10- year average. A high share of motor finance lending and operational risks surrounding the review into commission arrangements weighs on our assessment and drives the higher Customer Welfare ESG relevance score. Impaired Loans Higher Than Peers: CBG's impaired loans ratio improved to 5.1% at FYE25 (year end 31 July) from 7.1% at FYE24, following the derecognition of Novitas loans (the legal financing business), although it remains weaker than peers'. Fitch said, "We expect the ratio to remain above 5% by FYE27 due to macroeconomic pressures and challenges in the property and commercial loan portfolios. Fitch expects loan impairment charges of about 1% of average loans in FY26-FY27." Pressured Profitability: Operating profit decreased to 1% of risk-weighted assets (RWAs) in FY25 from 1.4% in FY24 due to weaker non-interest income, following business sales and loan book reduction. Fitch expects CBG's operating profitability to remain fairly weak at about 1% of RWAs in FY26-FY27, due to revenue pressures amid tighter margins, and due to cost efficiency challenges from restructuring. CBG increased its provision against the redress scheme for historical motor finance commissions to a total of GBP300 million, and any further provisioning needs would negatively affect capital. Business Sales Support Capital: CBG's common equity Tier 1 (CET1) ratio decreased to 12.9% at end-1QFY26 (FYE25: 13.8%) following additional provisions set aside against the motor finance redress scheme. However, the sale of Winterflood is estimated to provide a 55bp uplift to the pro-forma CET1 ratio to about 13.4% at end-October 2025. Fitch forecasts the CET1 ratio to fall towards 13% by FYE27 due to weaker profitability and Basel 3.1 effect. This level provides a reasonable buffer above the minimum CET1 requirements of 9.7%, but potential additional redress costs and weaker internal capital generation increase risks to capital. Strong Liquidity: CBG's loans/deposits ratio (FYE25: 110%) is fairly high but has fallen in the past three years as deposit growth has outpaced loan growth. Liquidity is strong, with a liquidity coverage ratio of 1,012% at FYE25. Refinancing risk is mitigated by long funding maturities and available contingent funding facilities. Consolidated Group: CBG's ratings are based on a consolidated analysis of the group. CBL's ratings are in line with CBG's, reflecting the subsidiary's role as the main operating bank, low double leverage and the fungibility of capital and liquidity. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A redress scheme that resulted in much higher customer liabilities above Fitch's base case would put pressure on CBG's ratings in the absence of remedial actions, particularly if these pressures eroded CBG's solvency or its funding base or liquidity buffers. A downgrade could also result from additional pressure on CBG's business and risk profiles, or on management's ability to execute its strategy, particularly through materially lower business volumes or business disruption, and ultimately on the group's profitability and capitalisation. Fitch could also downgrade the ratings on signs that CBG is facing an erosion of client or market confidence affecting its business model stability. The ratings could be downgraded if operating profit/RWAs weakens materially and durably below 1% or if Fitch expect the CET1 ratio to decline consistently below 12%. An impaired loans ratio exceeding 6%, or materially higher than expected credit losses, without a credible plan to reduce it, would also pressure ratings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch said, "We would revise the Outlook on CBG's Long-Term IDR to Stable if the uncertainty surrounding the ultimate impact of the redress scheme reduced, pressure on the business model abated and risks to profitability and capitalisation diminished." An upgrade is unlikely, given the Negative Outlook and the uncertainties surrounding CBG's business profile. Over the medium term, and assuming the motor finance issues are fully resolved and the financial implications fully absorbed by CBG, an upgrade could come from a material and structural improvement to profitability, with operating profit/RWAs sustainably above 2.5%, as well as to asset quality. Significant strengthening in CBG's business and risk profiles, which could come from business model diversification into lower-risk segments, could support an upgrade, if Fitch believes execution risk is well-controlled. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS CBG's Short-Term IDR of 'F3' is the lower of two options corresponding to a 'BBB' Long-Term IDR and reflectsFitch's 'bbb' assessment of funding and liquidity. CBG's senior debt is rated one notch below its Long-Term IDR. This reflects our expectation of below-average recovery prospects in a default. This is because fitch expects the stock of holding company's senior and group junior debt to remain below 10% of RWAs, and because the group is not subject to minimum requirements for own funds and eligible liabilities. Subordinated Tier 2 debt issued by CBG is rated two notches below its VR, in line with Fitch's baseline notching for loss severity. Close Brothers Finance plc's GBP2 billion senior debt rating and programme are rated in line with CBL's IDRs because debt issued under the programme is guaranteed by CBL. CBG's Government Support Rating (GSR) of 'no support' reflects Fitch's view that senior creditors cannot rely on extraordinary support from the UK authorities if CBG becomes non-viable as UK legislation and regulations require senior creditors to participate in losses in a failure. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The senior debt ratings of CBG and Close Brothers Finance are sensitive to CBG's and CBL's IDRs, respectively. CBG's subordinated debt rating is sensitive to its VR. An upgrade of CBG's and CBL's GSRs would be contingent on a positive change in the UK sovereign's propensity to support the country's banks but this is highly unlikely, in Fitch's view. VR ADJUSTMENTS The capitalisation and leverage score of 'bbb' is below the 'a' category implied score, due to the following adjustment: risk profile and business model (negative). The funding and liquidity score of 'bbb' is below the 'a' category implied score, due to the following adjustment: deposit structure (negative). RATING ACTIONS Rating Prior ------ ----- Close Brothers Group PLC LT IDR BBB Affirmed BBB ST IDR F3 Affirmed F3 Viability bbb Affirmed bbb Govt Support ns Affirmed ns senior unsecured LT BBB- Affirmed BBB- subordinated LT BB+ Affirmed BB+ Close Brothers Limited LT IDR BBB Affirmed BBB ST IDR F3 Affirmed F3 Viability bbb Affirmed bbb Gov't Support ns Affirmed ns Close Brothers Finance plc senior unsecured LT BBB Affirmed BBB senior unsecured ST F3 Affirmed F3 IVC EVIDENSIA: S&P Downgrades ICR to 'B-' on Market Softness ------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit rating on IVC Evidensia (IVCE) to 'B-' from 'B'. At the same time, S&P lowered its issue rating on the GBP4.1 term loan B (TLB) to 'B-', with an unchanged recovery rating of '3' and recovery prospects of 50%-70% (rounded estimate: 60%). The stable outlook reflects S&P's expectation that IVCE can grow both its top line and EBITDA, thanks to progressive improvements in organic revenue generation (as illustrated by the improvement in the second half of fiscal 2025 and continuing into 2026), contributions from newly acquired small clinics, benefits from cost-efficiency measures and a reduction in exceptional costs in 2026. IVCE underperformed our base case for fiscal year 2025 (ended Sept. 30, 2025) with slightly negative free operating cash flow (FOCF) before leases at about GBP2 million (versus positive GBP70 million-GBP80 million forecast) and adjusted leverage remaining at about 8x (7x anticipated) and 6.8x excluding exceptional costs as defined by the company. FOCF after leases is estimated to be largely negative at about GBP130 million in 2025, considering one-off interest payments during the year. Funds from operations (FFO) cash interest coverage is estimated at 1.2x (2.1x excluding exceptional costs as defined by the company and one-off interest payments), which is weak for the rating level. S&P now forecasts S&P Global Ratings-adjusted EBITDA generation of about GBP660 million-GBP680 million in 2026 (including transformation/restructuring-related costs), leading to adjusted debt to EBITDA of 7.3x-7.5x (about 6.5x excluding exceptional costs as defined by the company) and a return to positive FOCF before leases at about GBP85 million-GBP95 million. That said, FOCF after leases should remain negative at about GBP20 million-GBP10 million in 2026. FFO cash interest coverage should improve, but will likely remain weak at about 1.5x-2.0x (about 2.0x not considering exceptional costs as defined by the company). S&P said, "The downgrade reflects the material deviation in S&P Global Ratings credit metrics versus our previously published base case. Sales were flat in fiscal 2025 versus 1.5%-2.5% expected, because of underperformance in the Canadian business, although operations in the U.K. and Europe grew broadly in line with the budget, partly supported by pricing initiatives. The U.K. growth was also driven by earlier adoption of IVCE's Complete Care marketing initiative, promoting preventative care packages, which contributed to a return to volume growth in the second half of the year. Europe also saw good contribution from new acquisitions, despite softer demand. The underperformance in Canada was driven by a decline in consumer demand, combined with local challenges in hiring and retaining experienced vets. In addition, the costs of back-office (shared services) transformation were significantly higher than forecast at GBP118 million, contributing to a lower adjusted EBITDA margin than anticipated, estimated at 17.7%, in line with 2024 (versus 19.0%-19.5% forecast). These costs were mainly related to the implementation of Oracle enterprise resource planning and Genpact software solutions, as well as changes to the operating model (fixed cost base resetting). That said, we acknowledge IVCE's successful efforts in reducing overheads and the improvement in gross margins because of lower material costs and sales mix improvements. At the same time, interest payments were elevated at GBP458 million, partly because of changes in payment frequency to quarterly from semiannually, resulting in eighteen months of interest payments. As a result, FOCF fell into negative territory, estimated at slightly negative GBP2 million. Considering lease payments, we estimate FOCF after leases of about negative GBP130 million (including exceptional costs as defined by the company and one-off interest payments). We also estimate FFO cash interest coverage to be weak at about 1.2x (2.1x excluding exceptional costs as defined by the company and one-off interest payments). Adjusted leverage remains persistently high at about 8x (6.8x excluding exceptional costs as defined by the company), with IVCE's debt service centered on GBP4.1 billion of term loans due in 2028." Despite an improvement in 2026 credit metrics, FOCF after leases will likely remain negative, FFO cash interest coverage weak, and S&P Global Ratings-adjusted debt to EBITDA elevated at 7.3x-7.5x (about 6.5x excluding exceptional costs as defined by the company) in 2026. S&P said, "We forecast reported sales growth of about 5.5%-6.5% in 2026, driven by the adoption across all regions of the new care package offering, selected pricing and mix initiatives, as well as top-line contribution from acquired clinics. At the same time, we expect Canada operations to return to growth because IVCE has taken measures to improve the recruitment and retention of experienced vets. We anticipate adjusted EBITDA margin expansion of about 50-100 basis points (bps), thanks to a combination of top-line growth and cost-saving initiatives starting to feed through on a net basis. We take into account IVCE's expectation that exceptional costs related to business transformation and other one-off items should decline in the year. Although we anticipate an improvement in performance and credit metrics, we acknowledge that IVCE is coming to the end of its business transformation program with a very high debt burden and in a weak consumer environment, although there are signs of early recovery. Although we forecast FOCF before leases of about GBP85 million-GBP95 million, FOCF after leases will be negative at about GBP20 million-GBP10 million. We also forecast high adjusted leverage of about 7.3x-7.5x (about 6.5x excluding exceptional costs as defined by the company) in 2026 and weak FFO cash interest coverage in the 1.5x-2.0x range (about 2.0x not considering exceptional costs as defined by the company). IVCE is likely to continue buying small independent veterinary services clinics across Europe to supplement organic growth. In 2025, IVCE acquired 122 sites. Although we understand that IVCE has a well-defined integration playbook reducing time to synergies, these transactions might dilute credit metrics over the short term when FOCF after leases is still negative. We also note private equity owner EQT has supported IVCE through capital injections in the past and we believe will remain supportive of the company." The U.K. Competition and Markets Authority (CMA) is conducting a market investigation into veterinary services for household pets. CMA published its provisional decision in October 2025, finding competition concerns in these markets. The final decision is expected in May 2026. The CMA has found that pet owners are not being given adequate and timely information (for example on ownership, prices for services and treatments, and options for purchasing medicines), meaning there are barriers to pet owners making appropriate choices, and the regulatory framework is out of date. The CMA proposed a provisional package of remedies for the sector including giving customers appropriate transparency and fairness with regard to pricing; a prescription fee cap; making purchasing medicines online easier, as well as some regulatory reform. IVCE publicly stated in October that, although it already complies with many of the CMA's proposals, the full package will inevitably increase the administrative burden for the veterinary sector. S&P said, "The stable outlook reflects our expectation that IVCE is approaching the end of its business transformation, which should allow it to start benefiting from an integrated and more cost-efficient business infrastructure. This expectation underpins our short-term forecast of 5.5%-6.5% revenue growth combined with EBITDA margin expansion of up to 100 bps in 2026. We anticipate S&P Global Ratings-adjusted debt to EBITDA will remain elevated at 7.3x-7.5x (about 6.5x excluding exceptional costs as defined by the company) in 2026, with negative FOCF after leases. FFO cash interest coverage is expected to remain weak in the 1.5x-2.0x range 0x (about 2.0x not considering exceptional costs as defined by the company), placing high reliance on accelerated growth in profitability and cash generation, despite a soft consumer environment. "We could lower the rating over the next 12 months if IVCE's credit metrics and cashflow generation deteriorated materially compared with our base case, such that we could consider the capital structure unsustainable. This could arise from weaker-than-expected EBITDA if demand for veterinary services declines significantly, and price rises do not offset the decline. This could also happen if exceptional spending linked to transformation, restructuring, and legal costs materially exceeded current expectations. "A positive rating action would require IVCE to demonstrate ability to reach positive FOCF before and after leases and to reduce debt to EBITDA below 7.0x. We would also anticipate FFO cash interest coverage moving closer to 2x in such a case. A most likely operating scenario leading to credit upside would include strong organic revenue growth with an accelerated margin expansion thanks to exceptional costs trailing off and the business leveraging off the benefits of its new back-office infrastructure." MANSARD MORTGAGES 2006-1: S&P Affirms 'B-(sf)' Rating on B2a Notes ------------------------------------------------------------------ S&P Global Ratings affirmed its 'A+ (sf)' credit ratings on Mansard Mortgages 2006-1 PLC's class M1a, M2a, and B1a notes, and its 'B- (sf)' rating on the class B2a notes. S&P also resolved the UCO placements for the ratings on the class M1a, M2a, and B1a notes. The affirmations reflect its full analysis of the latest transaction data and structural features as of October 2025 and the application of its criteria. S&P said, "The application of our global RMBS criteria resulted in increased expected losses, mainly due to higher weighted-average foreclosure frequency (WAFF) and weighted-average loss severity (WALS) assumptions. The increased WAFF reflects higher weighted-average effective loan-to-value (LTV) ratios. Considering the transaction's historical loss severity levels and the latest available data, the portfolio's underlying properties may have only partially benefited from rising house prices. Therefore, we have applied a 15% haircut to property valuations to reflect this. Consequently, this increased our WALS assumptions." Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 53.65 23.61 12.67 AA 48.19 16.14 7.78 A 45.14 4.75 2.14 BBB 41.10 2.00 0.82 BB 36.92 2.00 0.74 B 35.88 2.00 0.72 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The ratings remain capped at the counterparty level under our revised counterparty criteria. The reserve fund is not at target and is nonamortizing, along with the liquidity facility, given the cumulative loss trigger has been breached. Danske Bank A/S is the guaranteed investment contract (GIC) provider. Given the trustee waived the issuer's obligation to replace the GIC account after the counterparty's downgrade below the 'A-1' trigger, the replacement framework does not comply with our counterparty criteria. As a result, the ratings on the notes are capped at our 'A+' long-term issuer credit rating on the GIC provider. S&P said, "Following the application of our criteria, we have determined that our assigned ratings should be the lower of (i) the rating as capped by our counterparty criteria, or (ii) the attainable rating under our global residential loans criteria. "Our credit and cash flow results for the class M1a, M2a, and B1a notes indicate these notes could withstand our stresses at higher ratings than those currently assigned. However, due to the rating cap, we affirmed our 'A+ (sf)' ratings on these classes. "Under our credit and cash flow analysis, the class B2a notes do not achieve any rating in our standard or steady-state scenario (assuming actual fees, expected prepayment, no spread compression, or basis risk) cash flow run, reflecting small principal shortfalls. However, given the transaction's stable performance; credit enhancement accumulation; and the nonamortizing reserve, which is very close to being fully funded, we affirmed our 'B- (sf)' rating on this class of notes." The transaction is backed primarily by a pool of nonconforming mortgage loans. MANSARD MORTGAGES 2007-1: S&P Affirms 'B-(sf)' Rating on B2a Notes ------------------------------------------------------------------ S&P Global Ratings raised to 'BBB+ (sf)' from 'BBB (sf)' its credit rating on Mansard Mortgages 2007-1 PLC's class B1a notes. At the same time, S&P affirmed its 'A+ (sf)' ratings on the class A2a, M1a, and M2a notes, and its 'B- (sf)' rating on the class B2a notes. S&P also resolved the UCO placements for the class A2a, M1a, and M2a ratings. The rating actions reflect S&P's full analysis of the latest transaction data and structural features as of October 2025 and the application of its criteria. The application of our global RMBS criteria resulted in lower expected losses, mainly due to lower weighted-average foreclosure frequency (WAFF) and weighted-average loss severity (WALS) assumptions. The lower WAFF reflects the decrease in loan-level arrears, particularly in the 90+ days' bucket, as well as the lower weighted-average effective loan-to-value (LTV) ratios. Considering the transaction's historical loss severity levels and the latest available data, the portfolio's underlying properties may have only partially benefited from rising house prices. Therefore, S&P continues to apply a 15% haircut to property valuations to reflect this. S&P's WALS assumptions due to the lower weighted-average current LTV. Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 48.91 24.93 12.19 AA 42.41 17.67 7.50 A 38.63 6.28 2.43 BBB 34.34 2.38 0.82 BB 29.81 2.00 0.60 B 28.67 2.00 0.57 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The ratings remain capped at the counterparty level under our revised counterparty criteria. The reserve fund is not at target and is nonamortizing, along with the liquidity facility, given the cumulative loss trigger has been breached. Danske Bank A/S is the guaranteed investment contract (GIC) provider. Given the trustee waived the issuer's obligation to replace the GIC account after the counterparty's downgrade below the 'A-1' trigger, the replacement framework does not comply with our counterparty criteria. As a result, the ratings on these notes are capped at S&P's 'A+' long-term issuer credit rating on the GIC provider. S&P said, "Following the application of our criteria, we have determined that our assigned ratings should be the lower of (i) the rating as capped by our counterparty criteria, or (ii) the attainable rating under our global residential loans criteria. "Our credit and cash flow results for the class A2a, M1a, M2a, and B1a notes indicate these notes could withstand our stresses at higher ratings than those currently assigned. We therefore raised our rating on the class B1a notes and affirmed our ratings on the class A2a, M1a, and M2a notes due to the rating cap. "Under our credit and cash flow analysis, the class B2a notes do not achieve any rating in our standard cash flow run. However, the notes pass our steady-state scenario (assuming actual fees, expected prepayment, no spread compression, or basis risk) cash flow run. Given the transaction's stable performance, credit enhancement accumulation, and the nonamortizing reserve, we affirmed our 'B- (sf)' rating on this class of notes." The transaction is backed primarily by a pool of nonconforming mortgage loans. PETRA DIAMONDS: Moody's Withdraws 'Caa1' Corporate Family Rating ---------------------------------------------------------------- Moody's Ratings has withdrawn all credit ratings of Petra Diamonds Limited (Petra), including the Caa1 long-term corporate family rating and the Caa1-PD probability of default rating. Moody's have also withdrawn the Caa2 backed senior secured rating of the notes issued by Petra Diamonds US$ Treasury Plc. Prior to withdrawal, the outlook on all entities was stable. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. 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