260105.mbx

260105.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, January 5, 2026, Vol. 27, No. 3 Headlines F R A N C E BISCUIT HOLDING: Fitch Cuts LongTerm IDR to CCC+, On Watch Neg. G E R M A N Y ENVALIOR FINANCE: Fitch Affirms 'B' LongTerm IDR, Outlook Negative FISCHBACH GMBH: Fitch Hikes Sr. Secured Debt Rating to B+ H U N G A R Y BUDAPEST: Moody's Cuts Issuer Rating to Ba1, Under Further Review I R E L A N D ARCANO EURO III: S&P Assigns B- (sf) Rating to Class F Notes BBAM EUROPEAN VIII: S&P Assigns B- (sf) Rating to Class F Notes BLACKROCK EUROPEAN XVI: Fitch Puts 'B-sf' Final Rating to F Notes HARVEST CLO XXXVIII: Fitch Puts 'B-sf' Final Rating to Cl. F Notes SONA FIOS I: Fitch Puts 'B-sf' Final Rating to Class F-R Notes I T A L Y ITALMATCH CHEMICALS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable S W E D E N POLESTAR AUTOMOTIVE: Raises $300MM via PIPE with Put Options SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Hikes IDR to B- TRANSCOM HOLDING: Fitch Puts 'B-' Final IDR on Exchange Completion U K R A I N E UKRAINE: Fitch Hikes LongTerm Foreign Currency IDR to 'CCC' U N I T E D K I N G D O M DBMS 2025-1: S&P Assigns BB+ (sf) Rating to Class E Notes GROWUP GROUP: Interpath Appointed as Joint Administrators MUIRA LTD: Mercian Advisory Appointed as Administrators NORWEST AMBULANCE: Leonard Curtis Appointed as Joint Administrators OFF LIMITS LTD: DSW Bridgewood Appointed as Joint Administrators PODZE LOGISTICS: JT Maxwell Appointed as Administrator QUEEN ELIZABETH'S: FRP Advisory Appointed as Joint Administrators RW WARRINGTON: Coots & Boots Appointed as Administrator SOUTH MOLTON: Opus Restructuring Appointed as Joint Administrators SYMBIOCO LTD: Forvis Mazars Appointed as Administrators VECTOR-FOILTEC: Begbies Traynor Appointed as Administrators - - - - - =========== F R A N C E =========== BISCUIT HOLDING: Fitch Cuts LongTerm IDR to CCC+, On Watch Neg. --------------------------------------------------------------- Fitch Ratings has downgraded Biscuit Holding SAS's (BH) Long-Term Issuer Default Rating (IDR) to 'CCC+' from 'B-'. Fitch has also downgraded BH's first-lien secured rating to 'B-' with a Recovery Rating of 'RR3' from 'B', and its second-lien debt to 'CCC-' with a Recovery Rating of 'RR6' from 'CCC'. Fitch has placed all ratings on Rating Watch Negative (RWN). The rating actions and the RWN reflect the heightened refinancing risks in the absence of clear refinancing plans for the debt maturing in August 2026, in combination with persistently weak credit metrics. Fitch expects BH's EBITDA leverage to remain stretched in 2025-2026, following an anticipated EBITDA decline in 2025 due to intense competition in the European bakery food market, soft demand and increased cost inflation not being fully passed to consumers. Fitch expects to resolve the RWN when there is more clarity on the debt refinancing plan. KEY RATING DRIVERS Uncertain Refinancing Options: There are material refinancing risks for BH's revolving credit facility (RCF) maturing in August 2026, given the remaining lack of clarity over the planned refinancing routes and its targeted terms. These risks are exacerbated by Fitch's expectations that BH's credit metrics will deteriorate in 2025 with only partial improvement in 2026. Absence of visibility on EBITDA and liquidity improvement from 2026 may affect the debt refinancing process, leading to an unsustainable capital structure. Weak 2025 Sales: Fitch said, "We expect revenue to stay flat in 2025, after weaker-than-projected operating results in 1H25, versus mid-single-digit growth assumed previously. This reflects fierce competition from branded goods producers in its main markets, including France, which, alongside weaker demand for chocolate-related products, resulted in lower sales volumes and constrained pricing. We assume improved consumer sentiment and the group's initiatives on cross-selling, new customer wins and innovation will drive a gradual sales volumes recovery. This, together with our assumption of bolt-on acquisitions, should support revenue growth in the mid single digits in 2026-2029." Temporary Pressure on Profitability: Fitch said, "We expect the EBITDA margin to decline to 9.3% in 2025, from 11.7% in 2024. This is due to increased input costs for key commodities, including cocoa, eggs and butter, which were not fully passed onto customers due to intensified competition and management's focus on protecting volumes, only partially offset by efficiency initiatives. We project the EBITDA margin to recover towards 11.5% in 2027, due to input cost and volume normalisation, and product mix improvement. We assume a moderate ability to increase prices given the company's role as a private-label producer facing intense competition from branded food manufacturers." Stretched Leverage: Fitch said, "We estimate EBITDA gross leverage will have increased to 9.9x in 2025 (2024: 7.4x) due to EBITDA decline and increase in debt, with only moderate deleveraging towards 8.2x in 2026, before returning towards 7.5x by end-2027. The absence of leverage headroom in 2025 with only slow improvement in credit metrics afterwards suggests limited ability to absorb any additional market challenges or operating underperformance, which is reflected in the downgrade." Neutral to Positive FCF Generation: Fitch said, "We expect the group's FCF will be neutral in 2025 before turning consistently positive from 2026 due to operating margin recovery and benefits from initiatives on working-capital improvement. We assume there will be moderate working capital inflows in 2025-2026 as the group works on improving supplier terms. This, together with only moderate planned capex, will support a sustained FCF margin of above 1.5% from 2026." Moderate Scale, Single Product Category: BH's rating reflects its moderate scale with projected EBITDA under EUR200 million in 2025-2028, but strong market positions in France, Germany, Sweden and Benelux. It operates in the single product category of sweet and savoury bakery, mainly biscuits, but has a wide offering within the subsector, often a critical factor for customers. It is a predominantly private-label producer (around 90% of revenue in 2024), but the group also develops co-manufacturing and own brands divisions, providing additional sales and profit growth opportunities in the long term. PEER ANALYSIS BH's rating is one notch below Platform Bidco Limited's (Valeo Foods; B-/Stable). The companies have similar financial profiles with comparable profitability and high leverage metrics. Valeo Foods' rating also benefits from a stronger brand portfolio and broader product-category diversification. BH is similar in size, product offerings (long shelf life) and geographic diversification to La Doria S.p.A. (B+/Stable), although the latter's credit profile benefits from higher profitability, and to some extent lower exposure to commodity price volatility. The rating differential is also supported by La Doria's lower leverage. BH has a larger scale than and similar geographical diversification to Sammontana Italia S.p.A. (B+/Stable). However, the latter's higher rating reflects its more diversified product portfolio with strong brands in its key categories. Sammontana's ratings also reflect its stronger financial profile with higher operating margins and lower leverage. BH is much smaller than Sigma Holdco BV (B/Stable). The latter has a stronger market position as the largest plant-based spreads producer, despite a narrower product offering. Sigma's financial profile also benefits from a higher operating margin of about 20%, robust FCF margins in the mid single digits and lower leverage. FITCH’S KEY RATING-CASE ASSUMPTIONS - Flat revenue in 2025, followed by an increase of 7.7% in 2026 and annual growth in the mid single digits from 2027 - EBITDA margin at 9.3% in 2025, with a gradual recovery towards 12% to 2028 - FCF margins improving towards 3% to 2028, from neutral to positive - Capex at 3.8% of revenue in 2025, gradually reducing towards 3% by 2028 - M&A of about EUR20 million in 2025 RECOVERY ANALYSIS Fitch's recovery analysis assumes that BH would be considered a going concern in bankruptcy, and that it would be reorganised rather than liquidated. This is because most of its value lies within its wide production and logistics network in Europe, and long-standing customer relationships. Fitch assumed a 10% administrative claim, which is unavailable during restructuring and therefore deducted from the enterprise value. Fitch assesses going-concern EBITDA at EUR130 million, which includes recent and announced acquisitions and reflects the level of earnings required for the group to sustain operations as a going concern in unfavourable market conditions, with a major customer loss or reduced ability to pass on cost inflation to customers. The going-concern EBITDA assumes corrective measures and a restructuring of the capital structure for the company to remain a going concern. Fitch applies a recovery multiple of 5x, which is roughly the mid-point of Fitch's multiple scale for the sector in EMEA and in line with sector peers. This reflects BH's operational scale and market positions. The enterprise value/EBITDA multiple is in line with La Doria's, which has comparable scale and operates in related packaged food categories within the private-label sector. The multiple is below that of Sammontana and Valeo Foods at 5.5x, due to their ownership of well-recognised brands in the product portfolio and Valeo's bigger scale. Fitch's waterfall analysis based on these assumptions generates a ranked recovery in the 'RR3' band, leading to a first-lien secured rating of 'B-' for the EUR696 million term loan B, one notch above the IDR. Fitch said, "We treat the EUR80 million 18% payment-in-kind notes as ranking equally with the term loan B and its revolving credit facility. We also include accumulated interest estimated at EUR42 million in the year to date in the recovery waterfall calculation for the senior secured instrument rating." The ranked recovery for the EUR150 million second-lien facility corresponds to a Recovery Rating of 'RR6', leading to a second-lien rating of 'CCC-', two notches below the IDR. Fitch's estimates of creditor claims include the fully drawn EUR85 million revolving credit facility. Fitch expects BH's factoring line will remain available during and after financial distress, given the strong credit quality of its client base. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Lack of progress in the refinancing options for the upcoming RCF maturing in August 2026 or refinancing under terms viewed as distressed debt exchange under Fitch's criteria Liquidity erosion with increasing prospects of a liquidity crisis in the next 12 months Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Improvement in liquidity headroom including through stronger operating performance and access to external financing EBITDA gross leverage below 7.5x on sustained basis EBITDA margin above 11.5% and neutral to positive FCF margins EBITDA interest coverage above 1.8x on a sustained basis LIQUIDITY AND DEBT STRUCTURE BH's liquidity is limited, in light of the approaching maturity of the EUR85 million revolving credit facility (EUR40 million drawn as of October 2025), maturing in August 2026. Fitch-adjusted cash balance of EUR43 million at end-2024 and Fitch's expectation of negative FCF in 2025 suggest a weakening liquidity position to address the RCF repayment in the absence of the refinancing. ISSUER PROFILE BH is a France-based private label biscuit and bread substitute manufacturer with around EUR1 billion of revenue. RATING ACTIONS Rating Prior ------ ----- Biscuit Holding SAS LT IDR CCC+ Downgrade B- senior secured LT B- Downgrade RR3 B Senior Secured 2nd Lien LT CCC- Downgrade RR6 CCC ============= G E R M A N Y ============= ENVALIOR FINANCE: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed Envalior Finance GmbH's Long-Term Issuer Default Rating (IDR) and senior secured ratings at 'B'. The Outlook on the IDR remains Negative. The Recovery Rating is 'RR4'. The Negative Outlook reflects continued high leverage, with EBITDA gross leverage forecast to remain above 8x in 2025 and 7x in 2026, leaving no room for underperformance under the rating. Increased synergies will support EBITDA growth, helping Envalior deleverage and restore positive free cash flow (FCF) by 2027, even if markets do not materially improve. Fitch expects EBITDA gross leverage to reduce to the negative sensitivity of 6.5x in 2027 and fall below from 2028. The affirmation reflects Envalior's robust business profile, sound liquidity and manageable refinancing risk until 2029. KEY RATING DRIVERS Synergies Key for Deleveraging: Envalior raised its synergies expectations to EUR250 million, which would bring its 3Q25 adjusted EBITDA to close to EUR500 million once delivered by 2027. This will support deleveraging and FCF turning positive from 2027 even without a significant market recovery. Fitch forecasts Fitch-defined EBITDA to grow from EUR364 million in 2024 to EUR487 million by 2029, mostly driven by synergies, gradually reducing EBITDA gross leverage to 6.1x from 8.8x. EBITDA interest coverage will also improve from 1.3x in 2025 to above 2x from 2027. High Leverage and Debt Burden: EBITDA gross leverage will remain high throughout 2025-2029 and will only return to below the rating's negative sensitivity by 2028, leaving no room for further underperformance. Interest expense well above EUR200 million a year will continue to constrain cash flow generation, but Fitch expects it to decrease as central banks reduce rates, as most debt has variable interest rates. Envalior has been exercising its option to compound interest payment on one of its term loans to preserve liquidity, which has reduced the interest burden but increased debt. Fitch expects Envalior to return to cash payment from 2027 as EBITDA improves. Exposure to Auto and Electronics: Envalior's performance is influenced by global automotive production levels, as the sector represents about 55% of its revenues. Fitch expects fairly flat automotive sales in 2026, providing little volume support for Envalior. Mobility electrification represents a growth opportunity due to possible higher polyamide consumption per electric vehicle compared to internal combustion engines. Envalior will likely benefit from growth above GDP in the electrical and electronics sectors, which account for about 15% of sales. Caprolactam Supply Contract Terminated: Envalior has reached an agreement with its caprolactam supplier for an early termination in 2025 of the supply contract that was to run until 2030. This will have a rapid positive EBITDA impact as Envalior now internalises those volumes at its Antwerp plant, the most competitive in Europe, which is sufficient to cover most of its caprolactam needs. Fitch therefore expects its intermediates segment's gross margin to turn positive in 2026 without any market condition improvement. This is the main driver for the upward revision in synergies announced in the 3Q25 results. EU Gas, Ammonia Exposure: Envalior remains exposed to the volatility of European gas prices as ammonia is a key feedstock in the production of caprolactam. Envalior's competitiveness will improve with the termination of the external sourcing of caprolactam, and it has diversified its ammonia sourcing to improve its feedstock cost. Nonetheless, Fitch expects European ammonia production to remain uncompetitive at a global scale, generating a relative cost disadvantage for caprolactam production in Europe. The European caprolactam market will tighten as both Fibrant and BASF are closing capacity. Global Polyamide Specialist: Envalior has critical mass as the world's third-largest polyamide producer behind Celanese Corp. (BB+/Negative) and BASF SE (A/Stable). It has 18 plants worldwide and a particularly strong presence in Europe and Asia. It benefits from well-invested assets, a record of reliable supply, and long-lasting customer relationships, especially given its product specifications. Envalior's scale will enable investments in innovation to address long-term trends such as light-weight materials, electric mobility, sustainability and digitalisation. Debt Layers: Envalior Finance GmbH is owned by Envalior GmbH, the consolidating entity, through a cascade of holdings. Fitch excludes the payment-in-kind notes issued by its indirect parent outside the senior secured restricted group from the calculation of financial debt as they are structurally subordinated and cannot trigger a default of Envalior. Finance documents restrict cash outflows to the parent, but some payments may be allowed and could be used to distribute dividends or repay payment-in-kind notes outside the senior secured restricted group. Lanxess Put Option: Private equity fund Advent International owns about 60% of Envalior GmbH through Platin 2170. GmbH, with the remaining 40% owned by a subsidiary of LANXESS AG. The latter has exercised its put option requiring Platin 2170. GmbH to acquire all or part of its stake, contingent on Envalior group's capacity to finance it. Fitch believes at present that this does not affect the rated entity as the obligation is to Platin 2170. GmbH, and due to Envalior's leverage and debt documentation restrictions. PEER ANALYSIS Envalior is smaller, and has weaker market positions and less stable cash flows due to exposure to more volatile sectors than Nouryon Limited (B+/Stable). Fitch expects Nouryon's leverage to be lower than Envalior's. Envalior is significantly larger than, has stronger vertical integration than, and similar end-market exposure to Italmatch Chemicals S.p.A. (B/Stable). However, Italmatch is more focused on specialty chemicals, which translates into lower cash flow volatility, and has lower EBITDA leverage. Envalior has similar scale, end-market diversification and vertical integration to AI Plex (Luxembourg) S.a r.l. (Roehm, B-/Stable). However, Roehm faces greater execution risk through the construction of its new plant, has more exposure to commodity price volatility, and has higher leverage and weaker liquidity. FITCH'S KEY RATING-CASE ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Sales to decrease in low single digits annually in 2025-2026, and increase in low single digits annually in 2027-2029 - EBITDA margin to grow to 13.5% in 2025, 15.3% in 2026 and 16.8% in 2027-2029, lifted by synergies - Capex of 3%-3.3% of sales to 2029 - Payment-in-kind interest payment election in 2025-2026 for the US dollar term loan B2, cash payment from 2027 - No dividends or M&A RECOVERY ANALYSIS The recovery analysis assumes that Envalior would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. The GC EBITDA estimate reflects Fitch's view of a sustainable EBITDA level after reorganisation, upon which Fitch bases its enterprise valuation (EV). The GC EBITDA of EUR350 million (net of lease charges) reflects a weak market environment with relatively low demand and high competition, leading to underutilisation of assets, compounded by volatility in feedstock cost. Fitch uses a multiple of 5.0x to estimate a GC EV for Envalior because of its leadership position and partial integration in the value chain, which translates into moderate volume and margin volatility. It also captures the company's diversified business profile and modest scale. Fitch assumes that Envalior's use of factoring would be substituted by super senior debt in distress, which is deducted from the value available to calculate recoveries for the first-lien senior secured instrument. Fitch assumes the company's revolving credit facility to be fully drawn and to rank pari passu with the senior secured term loans. Fitch's analysis, after deducting 10% for administrative claims, resulted in a waterfall-generated recovery computation for the senior secured instruments in the 'RR4' band, indicating a 'B' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Slow performance recovery leading to EBITDA gross leverage sustained above 6.5x - EBITDA interest coverage below 1.5x on a sustained basis - Performance volatility due to uncompetitive feedstock sourcing or suboptimal asset utilisation rates Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The Outlook is Negative, and therefore Fitch does not expect positive rating action in the near future. However, outperformance leading to EBITDA gross leverage returning below 6.5x quicker than anticipated could lead to a revision of the Outlook to Stable. - EBITDA gross leverage below 5.0x on a sustained basis - EBITDA interest coverage above 2.5x on a sustained basis - Achievement of cost savings in line with management's expectations and sustained positive FCF generation LIQUIDITY AND DEBT STRUCTURE Envalior maintains a robust liquidity consisting in EUR181 million in cash and equivalents as of 30 September 2025, in addition to about EUR300 million availability under the EUR375 million revolving credit facility due 2029, although the company has been using about 60% of a EUR250 million factoring facility. Envalior does not have material debt amortisation until 2030. Liquidity has decreased in recent quarters due to negative FCF, but Fitch expects it to turn break-even in 2026 and slightly positive from 2027 as synergies lift EBITDA. Debt at the senior secured restricted group is mainly composed of EUR2.9 billion of term loan B that matures in 2030 with amortisation of about EUR12 million annually. The revolving credit facility matures six months before the term loan B. Large payment-in-kind debt exists outside the senior secured restricted group. However, it is structurally subordinated to the senior secured notes, whose finance documents restrict the payment of dividends from Envalior Finance GmbH. ISSUER PROFILE Envalior is the joint venture for high-performance engineering polymers that was established between private equity sponsor Advent International (60%) and chemical group LANXESS (40%) in 2023. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch applied the following adjustments to the December 2024 audited accounts of Envalior GmbH, the ultimate parent of Envalior Finance GmbH: - Fitch reclassified EUR10 million depreciation of rights of use assets and EUR1.3 million lease-related interest expense as cash operating costs. Fitch excluded EUR53 million lease liabilities from financial debt. - Fitch reclassified both on-balance-sheet of EUR29 million and off-balance-sheet factoring of EUR82 million as short-term debt and adjusted changes in working capital accordingly. - Fitch added back EUR260 million of amortised transaction costs and other adjustments to total debt to reflect the notional amount due at maturity - Fitch added back EUR9 million to reported EBITDA to exclude non-recurring and non-cash costs. - Fitch removed EUR998 million in debt or shareholder loan located on entities between Envalior Finance GmbH and Envalior GmbH (including the payment-in-kind notes and Lanxess' shareholder loan), and excluded the respective interest payments. RATING ACTIONS Rating Prior ------ ----- AI Montelena (Netherlands) BV senior secured LT B Affirmed RR4 B AI Montelena Bidco LLC (USA) senior secured LT B Affirmed RR4 B Envalior Finance GmbH LT IDR B Affirmed B senior secured LT B Affirmed RR4 B FISCHBACH GMBH: Fitch Hikes Sr. Secured Debt Rating to B+ --------------------------------------------------------- Fitch Ratings has upgraded Fischbach GmbH's senior secured debt rating to 'B+', from 'B', and affirmed Fischbach Midco III GmbH's (Fischbach), its parent, Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. The upgrade of the senior secured debt rating results from the reduced amount of delayed-draw term loan facility, leading to an improved Recovery Rating of 'RR3', from 'RR4'. The 'B' Long-Term IDR of Fischbach balances its strong profitability and sound business profile with expected 4.5x-5.0x EBITDA gross leverage as well as its limited size and product diversification. The Stable Outlook reflects expected continued strong profitability supported by the group's exposure to renovation markets. KEY RATING DRIVERS Deleveraging Capacity: Fischbach's rating is limited by its expected EBITDA gross leverage of 4.5x-5.0x, which is commensurate with a 'B' category packaging company. Deleveraging capacity is supported by expected low-to-mid single-digit revenue growth and sustained strong EBITDA margins in 2025-2028. Fitch's rating case assumes a full drawdown of the group's EUR50 million delayed-draw term loan B (TLB) in 2026, resulting in limited deleveraging. In 2025, the group cancelled EUR20 million of undrawn commitments from its EUR70 million delayed-draw TLB, reducing the facility to EUR50 million. Fischbach's deleveraging profile will depend on the remaining undrawn EUR28 million, which is primarily available to partly finance potential earn-out payments in 2026, but could also be used for acquisitions or investments. Limited Size and Product Diversification: The company's business profile is mainly limited by its small size relative to most packaging peers and focus on the niche plastic cartridges packaging market used in the adhesives and sealants (A&S) sector. However, this is mitigated by expected solid growth of its reference markets, its well-entrenched market position with moderate-to-high barriers to entry and additional exposure to sale of filling machinery (about 5% of revenue). Resilient Profitability: Fitch expects Fischbach to generate a mid-to-high single-digit free cash flow (FCF) margin in 2026-2028, despite challenging construction markets. The group's performance is supported by its primary focus on the more resilient renovation market as well as its more limited exposure to other sectors including automotive, aerospace and marine applications. The group's forecasted strong EBITDA margin of above 30% is complemented by a limited capex requirement of about 6%-6.5% of revenue. This is partly offset by a high interest-rate burden. Sound Business Profile: Fischbach's business profile is supported by its leading global market position in cartridge packaging for A&S, strong technical capabilities, long-term partnerships with customers, a sound geographic footprint, mainly in the US and Germany, focus on more resilient renovation markets as well as moderate customer diversification. Strong Market Position: Fischbach is the leading global provider of cartridge packaging solutions for A&S. This position is supported by its longstanding customer relationships. It is further reinforced by a strategically located footprint, comprising seven manufacturing sites and by strong technical capabilities. These include expertise in thin wall injection moulding and strong product design and decoration capabilities. The group increasingly uses cartridges with a high proportion of post-consumer recycled content, which is a clear differentiator from its competitors. Cost Pass-Through Ability: Fischbach is exposed to raw material price volatility mainly related to resin costs (about 80% of material costs), especially high-density polyethylene. This exposure is mitigated by the company's solid record of cost pass-through abilities supported by contractual pass-through clauses and by its long-term customer relationships. Short project lead times limit the effect of any potential lag in passing on cost inflation to its customers. PEER ANALYSIS Fischbach's size is broadly in line with that of Bormioli Pharma S.p.A. (WD) and smaller than other Fitch-rated 'B' category peers, such as Ardagh Metal Packaging S.A. (B/Stable), Fedrigoni S.p.A. (B/Negative) and Reno de Medici S.p.A. (RDM, B-/Negative). Fischbach's financial profile is supported by the highest operating profitability and FCF margin generation among Fitch-rated 'B' category packaging peers. Its EBITDA margin of above 30% is far above the peer average of 10%-20%. Its expected 4.5-5.0x EBITDA leverage is lower than Ardagh's, Fedrigoni's and RDM's. FITCH’S KEY RATING-CASE ASSUMPTIONS - Low-to-mid single-digit annual revenue growth in 2025-2028 - Broadly stable EBITDA margins of 33%-34% in 2025-2028 - Working capital requirement at about EUR5 million-8 million annually - Capex at 5.0% of revenue in 2025 and 6.5% of revenue in 2026-2028 - No acquisitions and disposals in 2025-2028 - Full drawdown on the delayed draw TLB by 2026 to finance potential additional earn-out payments (actual payment is linked to future performance) RECOVERY ANALYSIS The recovery analysis assumes that Fischbach would be reorganised as a going concern in bankruptcy rather than liquidated. A 10% administrative claim. For the purpose of recovery analysis, Fitch assumed that post-transaction debt comprises the EUR350 million senior secured TLB, EUR50 million senior secured delayed draw TLB (down from EUR70 million, assumed full drawdown), and a EUR75 million senior secured revolving credit facility (assumed fully drawn). Fitch's going concern EBITDA estimate of EUR55 million reflects a sustainable, post-reorganisation EBITDA level on which it bases the company's enterprise valuation. This incorporates a loss of a major customer and a failure to broadly pass on raw-material cost inflation to customers. The assumption reflects corrective measures taken in reorganisation to offset the adverse conditions that trigger its default. A multiple of 5.0x is applied to the going concern EBITDA to calculate a post-reorganisation enterprise value. It mainly reflects Fischbach's leading position in its expanding niche markets, supported by strong long-term customer relationships, which is balanced against its fairly small size and limited product diversification. These assumptions result in a recovery rate for the senior secured debt within the 'RR3' range, revised from the previous 'RR4' range due to the reduced amount of senior secured debt, and thus debt rating one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 5.5x - EBITDA interest coverage below 2.0x - Neutral to negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 4.5x - EBITDA interest coverage above 3.0x - Mid single-digit FCF margins - Improvement in product diversification and scale of the business LIQUIDITY AND DEBT STRUCTURE At September 30, 2025, Fischbach's liquidity consisted of EUR50 million available from a EUR75 million revolving credit facility due 2031 (EUR15 million drawn) and EUR38 million of readily available cash (excluding about EUR3 million restricted by Fitch for intra-year working capital swings). The higher-than-expected cash balance is temporary and Fitch assumes excess cash will be partly deployed for potential shareholder distributions, leading to readily available cash of about EUR10 million-20 million in 2025-2026. Fitch expects positive FCF. The group's debt structure is dominated by a EUR350 million senior secured TLB due 2031 and EUR50 million senior secured delayed draw TLB due 2031 (EUR22 million drawn). ISSUER PROFILE Fischbach is a Germany-based leading provider of plastic cartridge packaging solutions for A&S mainly used in used in building repair, renovation and construction, aftermarket automotive, marine weather and water-sealing applications and aerospace bonding applications. RATING ACTIONS Rating Prior ------ ----- Fischbach MidCo III GmbH LT IDR B Affirmed B Fischbach GmbH senior secured LT B+ Upgrade RR3 B ============= H U N G A R Y ============= BUDAPEST: Moody's Cuts Issuer Rating to Ba1, Under Further Review ----------------------------------------------------------------- Moody's Ratings has downgraded the City of Budapest's Baseline Credit Assessment (BCA) to ba1 from baa3 and long-term issuer ratings (foreign and domestic) to Ba1 from Baa3. At the same time, the ratings have also been placed on review for further downgrade. Previously the outlook was negative. The action follows the disclosure of Budapest's liquidity position highlighting concerns about the city's capacity to repay all of its obligations as required by December 31, 2025. In Moody's views, uncertainty around the timing and receipt of ordinary transfers, together with very weak liquidity to absorb unexpected cashflow gaps, materially increases the city's near-term credit risk. During the review, Moody's will assess (i) the city's ability to secure funding and evidence the overdraft is repaid on time, and (ii) the treasury management of the city and its ability to manage operations within an uncertain operating environment due to ongoing institutional dispute with the central government. RATINGS RATIONALE RATINGS ON REVIEW FOR FURTHER DOWNGRADE Moody's have placed Budapest's ratings and BCA on review for further downgrade to reflect the increased risk of default and the potential acceleration of repayment of the city's long-term debt due to liquidity concerns. This includes any outstanding portion of the city's HUF40 billion (face value) overdraft. The heightened risks stem from the unexpected delay in the disbursement of the transfers by the central government that the city had already budgeted. Moody's understands that, in the context of strained relations between the city and the central government, the timing of ordinary transfers for public transportation (HUF12 billion) has been affected. Separately, disputes over the Solidarity Tax payments to the central government persist. Although Budapest indicated it will secure additional sources of liquidity to meet its obligations even if the ordinary transfers are not received, details on how these additional sources will be secured were not made available to us. DOWNGRADE OF BUDAPEST'S RATINGS The downgrade of the ratings to Ba1 from Baa3 and the BCA to ba1 from baa3 reflects the weak cash-flow management of Budapest as well as a combination of weakened governance and political tensions with the central government. These factors are evident in very low liquidity and reduced budget predictability. Strained intergovernmental relations are evident in ongoing legal disputes over the amount of the Solidarity Tax to be paid by Budapest to the central government and the absence of the central government's approval for new long-term borrowing by the city. The Solidarity Tax rose 31% to HUF76 billion in 2024 and is expected at HUF89 billion in 2025 (21% of projected revenue in 2025). Ongoing legal disputes over the tax amount, which exceeds the funding received from the central government, add system instability and jeopardize budgeting process and cash balances. Budapest's liquidity has deteriorated over 2021–2025, with low average cash balances and reliance on an overdraft to bridge uneven cash inflows. Low liquidity was manageable for routine operations over the past three years, supported by the regularity of in year transfers within a functioning institutional framework. The liquidity ratio was 2.9% of operating revenue at year-end 2024 and Moody's base case envisaged 1.5% at year-end 2025. Very weak liquidity and uncertain transfer flows raise concerns about the city's capacity to meet immediate financial obligations. The ratings also reflect partial freezing of European Union funds to Hungary, limited alternative capital expenditure financing, and the lack of approval for new long-term loans point to an investment gap and capex execution risk. The ratings also take into account the moderate and declining debt levels and sound operating performance of Budapest. The city's debt burden has steadily improved, reaching 35% of operating revenue in 2024 from a higher of 71% in 2021, due to the absence of new loans and regular amortization. Direct debt consists of long-term facilities provided by European Investment Bank and OTP Bank Plc. Moody's expects the debt burden to decrease further near 30% by 2026. The primary operating balance was 13% of operating revenue in 2024 and is projected above 5% in 2025–2026, supported by business tax growth and expenditure cuts applied by the city. The Ba1 ratings incorporate the ba1 BCA and a strong likelihood of extraordinary support from the Government of Hungary (Baa2, negative) in the event that Budapest faced severe liquidity stress. ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG) CONSIDERATIONS Budapest's CIS-2 indicates that ESG considerations do not have material impact on the ratings. Budapest's exposure to environmental risks (E-3 issuer profile score or IPS) stems from exposure to physical climate risks (heatwaves, extreme temperatures and Danube flooding), which strains infrastructure, budgets and public health. The S-2 social IPS reflects that social risks are not material to Budapest's credit profile. The G-2 governance IPS is underpinned by broadly effective governance policies, as well as comprehensive and reliable data published in a timely fashion. However, long-lasting political tensions with the central government have resulted in policy uncertainty, affecting the city's administration and operations. In addition, the city's financial situation is strained, with a mismatch between cash inflows and outflows, leading to budgetary constraints. These pressures collectively pose some challenges for the city's governance and financial stability. The specific economic indicators, as required by EU regulation, are not available for this entity. The following national economic indicators are relevant to the sovereign rating, which was used as an input to this credit rating action. Sovereign Issuer: Hungary, Government of GDP per capita (PPP basis, US$): 46,613 (2024) (also known as Per Capita Income) Real GDP growth (% change): 0.6% (2024) (also known as GDP Growth) Inflation Rate (CPI, % change Dec/Dec): 4.8% (2024) Gen. Gov. Financial Balance/GDP: -5% (2024) (also known as Fiscal Balance) Current Account Balance/GDP: 1.5% (2024) (also known as External Balance) External debt/GDP: 81.7% (2024) Economic resiliency: baa1 Default history: No default events (on bonds or loans) have been recorded since 1983. SUMMARY OF MINUTES FROM RATING COMMITTEE On December 22, 2025, a rating committee was called to discuss the rating of the Budapest, City of. The main points raised during the discussion were: The issuer's economic fundamentals, including its economic strength, have not materially changed. The issuer's institutions and governance strength have materially changed. The issuer's fiscal or financial strength, including its debt profile, has materially changed. The systemic risk in which the issuers operate has materially changed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider confirming Budapest's ratings at current levels in case of a successful repayment of the overdraft facility by December 31, 2025, eliminating the risk of debt acceleration from the other creditors, and evidence that the city's treasury management demonstrates a capacity to stabilise liquidity within the current operating environment. Failure to repay the overdraft limit by December 31, 2025, which may trigger debt acceleration due to cross-default clauses on other debt obligations, would lead to a multi-notch downgrade. Even if the overdraft is repaid by December 31, Moody's would consider downgrading the rating if strained relations with the central government were to continue, forcing us to reassess Moody's assessment of Budapest's operating environment, governance or likelihood of extraordinary support. Sustained liquidity pressures could also put pressures on the ratings. The principal methodology used in these ratings was Regional and Local Governments published in May 2024. The weighting of all rating factors is described in the methodology used in this credit rating action, if applicable. For Budapest, City of, the BCA of ba1 is two notches below the BCA scorecard indicated outcome of baa2, reflecting additional factors as the heightened liquidity pressure and lowered budget predictability. The Ba1 ratings deviate from the scorecard suggested Baa3 reflecting the additional uncertainty of central government funding. ============= I R E L A N D ============= ARCANO EURO III: S&P Assigns B- (sf) Rating to Class F Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Arcano Euro CLO III DAC's class A, B, C, D, E, and F notes. The issuer also issued unrated subordinated notes. The ratings assigned to Arcano Euro CLO III DAC's notes reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings weighted-average rating factor 2,773.90 Default rate dispersion 429.57 Weighted-average life (years) 5.08 Obligor diversity measure 94.02 Industry diversity measure 20.19 Regional diversity measure 1.22 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.57 Actual 'AAA' weighted-average recovery (%) 36.35 Actual weighted-average spread (net of floors; %) 3.69 Actual weighted-average coupon (%) 3.65 Rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately 5.05 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR350 million target par amount, the actual weighted-average spread (3.69%), the actual weighted-average coupon (3.65%), and the actual weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Jan. 15, 2031, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "The CLO is managed by Arcano Loan Advisors S.L., and the maximum potential rating on the liabilities is 'AAA' under our operational risk criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the ratings are commensurate with the available credit enhancement for the class A to F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to D notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our ratings on the notes. "For the class F notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 25.54% (for a portfolio with a weighted average life of 5.08 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 5.08 years, which would result in a target default rate of 16.26%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A to E 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 notes." Environmental, social, and governance S&P said, "We regard the transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) A AAA (sf) 213.50 Three/six-month EURIBOR 39.00 plus 1.35% B AA (sf) 40.20 Three/six-month EURIBOR 27.51 plus 2.00% C A (sf) 21.00 Three/six-month EURIBOR 21.51 plus 2.40% D BBB- (sf) 26.30 Three/six-month EURIBOR 14.00 plus 3.30% E BB- (sf) 15.70 Three/six-month EURIBOR 9.51 plus 5.65% F B- (sf) 10.50 Three/six-month EURIBOR 6.51 plus 8.43% Sub notes NR 27.95 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. BBAM EUROPEAN VIII: S&P Assigns B- (sf) Rating to Class F Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to BBAM European CLO VIII DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The ratings assigned to BBAM European CLO VIII DAC's notes reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,722.96 Default rate dispersion 543.35 Weighted-average life (years) 5.08 Obligor diversity measure 142.24 Industry diversity measure 20.78 Regional diversity measure 1.30 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.38 Actual 'AAA' weighted-average recovery (%) 36.03 Actual weighted-average spread (net of floors; %) 3.74 Actual weighted-average coupon 4.42 Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. Rationale S&P said, "The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the actual weighted-average spread (3.74%), the covenanted weighted-average coupon (4.00%), the actual weighted-average recovery rates calculated in line with our CLO criteria for the class A notes, and the actual weighted-average recovery rates for all other classes of notes (see "Related Criteria"). We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Jan. 26, 2031, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk sufficiently mitigated at the assigned ratings. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, the ratings are commensurate with the available credit enhancement for the class A and F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our ratings on the notes. "Given our analysis of the credit, cash flow, counterparty, operational, and legal risks, our ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A to E 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 notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." BBAM European CLO VIII is a European cash flow CLO securitization of a revolving pool, comprising mainly euro-denominated leveraged loans and bonds. It is managed by RBC Global Asset Management (UK) Ltd. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 3M EURIBOR plus 1.30% B AA (sf) 44.00 27.00 3M EURIBOR plus 1.90% C A (sf) 24.00 21.00 3M EURIBOR plus 2.20% D BBB- (sf) 28.00 14.00 3M EURIBOR plus 3.05% E BB- (sf) 18.00 9.50 3M EURIBOR plus 5.40% F B- (sf) 12.00 6.50 3M EURIBOR plus 8.50% Sub. Notes NR 34.10 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. 3m EURIBOR --Three-month Euro Interbank Offered Rate. Sub. notes—Subordinated notes. NR--Not rated. N/A--Not applicable. BLACKROCK EUROPEAN XVI: Fitch Puts 'B-sf' Final Rating to F Notes ----------------------------------------------------------------- Fitch Ratings has assigned BlackRock European CLO XVI DAC notes final ratings. RATING ACTIONS BlackRock European CLO XVI DAC A XS3220603941 LT AAAsf New Rating B XS3220605722 LT AAsf New Rating C XS3220607264 LT Asf New Rating D XS3220610052 LT BBB-sf New Rating E XS3220610482 LT BB-sf New Rating F XS3220611290 LT B-sf New Rating Subordinated Notes XS3220611969 LT NRsf New Rating TRANSACTION SUMMARY BlackRock European CLO XVI DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Net proceeds from the issuance have been used to fund an identified portfolio with a target par of EUR400 million. The portfolio is managed by BlackRock Investment Management (UK) Limited (BlackRock). The CLO has a 4.6-year reinvestment period and a 7.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 23.4. High Recovery Expectation (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 indicative portfolio is 62.4%. Diversified Portfolio (Positive): The transaction includes various portfolio concentration limits, including maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which can be a year after closing at the earliest. The WAL extension is subject to conditions including the satisfaction of all tests and the aggregate collateral balance (defaults at Fitch collateral value) being no less than the reinvestment target par amount. Portfolio Management (Neutral): The transaction has reinvestment period of 4.6 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. The transaction includes two Fitch test matrices that are effective at closing. These correspond to a top 10 obligor concentration limit of 20%, two fixed-rate asset limits at 5% and 12.5% and a 7.5-year WAL test covenant. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis was reduced by 12 months. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' maximum limit, and a WAL test covenant that progressively steps down. In Fitch's opinion, 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 class A notes but would lead to downgrade of one notch for the class B, C, D and E notes, and to below 'B-sf' for the class F-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class B notes display a rating cushion of three notches and the class C, D, E and F notes display two-notch cushions. 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 to E notes and to below 'B-sf' for the class F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches for the 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, leading to the ability of the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur on stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. HARVEST CLO XXXVIII: Fitch Puts 'B-sf' Final Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Harvest CLO XXXVIII DAC notes final ratings. RATING ACTIONS Rating Prior ------ ----- Harvest CLO XXXVIII DAC Class A-1 XS3235943761 LT AAAsf New Rating AAA(EXP)sf Class A-2 XS3235943928 LT AAAsf New Rating AAA(EXP)sf Class B XS3235944140 LT AAsf New Rating AA(EXP)sf Class C XS3235944496 LT Asf New Rating A(EXP)sf Class D XS3235944652 LT BBB-sf New Rating BBB-(EXP)sf Class E XS3235944900 LT BB-sf New Rating BB-(EXP)sf Class F XS3235945113 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3235945543 LT NRsf New Rating NR(EXP)sf TRANSACTION SUMMARY Harvest CLO XXXVIII 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 fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Investcorp Credit Management EU Limited. The CLO has a 4.6-year reinvestment period and a 7.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors of the identified portfolio at 'B+'/'B'. The Fitch-weighted average rating factor is 22.7. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate of the identified portfolio is 60.8%. Diversified Portfolio (Positive): The transaction includes concentration limits, including a top 10 obligor concentration limit of 20% and maximum exposure to the three-largest Fitch-defined industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two Fitch test matrices effective from closing corresponding to a 7.5-year WAL and two fixed-rate asset limits at 5% and 10%. The transaction has a 4.6-year reinvestment period and include reinvestment criteria similar to those of other European CLO transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The transaction could extend the WAL test by one year from one year after closing if the aggregate collateral balance (with defaulted obligations carried at the lower of Fitch and another rating agency's collateral value) is at least at the reinvestment target par amount and all the tests are passing. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis and matrices analysis is 12 months less than the WAL covenant. This is to account for strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL test covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean rating default rate (RDR) and a 25% decrease of the rating recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-1/A-2 and C notes and could lead to a one notch downgrade of the class B, D and E notes, and to a rating below 'B-sf' for the class F 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 B to F notes have two-notch rating cushions 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 due to manager trading activity 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 could lead to downgrades of up to three notches for the class A-2, B, C and E notes, two notches for the class A-1 and D notes and to below 'B-sf' for the class F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio could lead to upgrades of up to two notches for class B to F notes. Class A-1 and A-2 are already at the highest level 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 covenant, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. SONA FIOS I: Fitch Puts 'B-sf' Final Rating to Class F-R Notes -------------------------------------------------------------- Fitch Ratings has assigned Sona Fios CLO I DAC Reset final ratings. RATING ACTIONS Rating Prior ------ ----- Sona Fios CLO I DAC A-1 XS2714442220 LT PIFsf Paid In Full AAAsf A-2 XS2720029755 LT PIFsf Paid In Full AAAsf A-L-R LT AAAsf New Rating A-R-R XS3241226722 LT AAAsf New Rating B-1-R XS3091971609 LT PIFsf Paid In Full AAsf B-2-R XS3091971781 LT PIFsf Paid In Full AAsf B-R-R XS3241227613 LT AAsf New Rating C-R XS3091971864 LT PIFsf Paid In Full Asf C-R-R XS3241227027 LT Asf New Rating D-R XS3091971948 LT PIFsf Paid In Full BBB-sf D-R-R XS3241227704 LT BBB-sf New Rating E-R XS3091972086 LT PIFsf Paid In Full BB-sf E-R-R XS3241228421 LT BB-sf New Rating F XS2714442907 LT PIFsf Paid In Full B-sf F-R XS3241227290 LT B-sf New Rating X XS3241226649 LT AAAsf New Rating TRANSACTION SUMMARY SONA Fios CLO I 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 to fund the portfolio with a target par of EUR450 million. The portfolio is actively managed by Sona Asset Management (UK) LLP. The CLO has a 4.6-year reinvestment period and an 8.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the 'B+'/'B' category. The Fitch weighted average rating factor of the identified portfolio is 23.0. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 60.5%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including the top 10 obligor concentration limit at 20% the 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 4.6-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. The transaction has three Fitch matrix sets, one effective at closing, one effective a year later and one effective 1.5 years from closing. The matrices within each set correspond to a top 10 obligor concentration limit at 20%, a fixed-rate asset limit at 12.5% or 7.5%, and a WAL test of 8.5 years for the closing matrix set ,7.5 years for the first forward matrix set and seven years for the second forward matrix. The forward matrix sets are applicable from 1.0 year and 1.5 years after closing and are subject to the aggregate collateral balance (defaults at Fitch collateral value) being at least equal to the 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, among others, passing both the coverage tests and the Fitch 'CCC' test post reinvestment as well as a WAL covenant that progressively steps down. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X, A-R-R and B-R-R notes, lead to downgrades of one notch for the class C-R-R, D-R-R and E-R-R notes, and to below 'B-sf' for the class F-R notes. Downgrades are based on the identified portfolio. They may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, all notes except the class X and A-R-R notes have rating cushions of two notches. The class X and A-R-R notes are at the highest achievable rating and therefore have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded, 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 have no impact on the class X notes, and lead to downgrades of up to two notches for the class A-R-R to C-R-R notes, three notches for the class D-R-R notes, and to below 'B-sf' for the class E-R-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches for the rated 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 occur on stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio ========= I T A L Y ========= ITALMATCH CHEMICALS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Italmatch Chemicals S.p.A.'s Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. It also affirmed its senior secured rating at 'B'. The Recovery Rating is 'RR4'. Italmatch's IDR reflects its high leverage and modest scale, balanced by its diversification and specialty chemical focus. It also incorporates contributions from acquisitions, good liquidity, and manageable refinancing risk by 2028. The Stable Outlook reflects Fitch's view that Italmatch's EBITDA gross leverage, estimated at 6.5x in 2025, will return to below 6x by 2026, on improving volumes, resilient unit margins, and cost savings. Fitch forecasts EBITDA growth, driven by continued volume recovery and innovations, to help deleveraging towards EBITDA gross leverage of below 5x by 2028. KEY RATING DRIVERS Resilient Business Performance: Fitch said, "We estimate Italmatch's EBITDA will fall about 2% in 2025 with a similar drop in revenue, yielding a Fitch-adjusted EBITDA margin of 17.5%. Its 9M25 EBITDA has remained relatively resilient compared to most chemical producers, attributable to its specialty product focus, strong product differentiation, and diversified business model, factors that have collectively supported the preservation of robust profit margins despite challenging market conditions." Strong Unit Contribution Margin: Italmatch experienced 9% volume decline during 9M25, partly driven by the uncertain macro economic environment and a temporary production pause at Zuera. Nevertheless, it has strong unit contribution margin performance increasing to EUR1,052/ton from EUR1,041/ton in 9M24. This improvement demonstrates the company's successful strategic focus on high-value products and specialty mix, backed by ongoing operational excellence initiatives. The ability to strengthen unit economics despite falling volume underscores both the quality of Italmatch's product portfolio and its pricing power within specialty segments. Moderating Leverage: Fitch said, "We forecast EBITDA gross leverage to be 6.5x in 2025, which remains high and above the rating's sensitivity, and EBITDA net leverage at 5.3x due to a large cash balance. Fitch anticipates leverage metrics to fall below the negative rating sensitivity of 6.0x by 2026 and decline further, to around 5.0x by 2028. The company has publicly set a net leverage target of 4.0x-5.0x. We expect Italmatch to be able to delay growth projects if necessary to achieve its net debt target of below 5x EBITDA, in the event of earnings underperformance." Limited Tariff Risks, Mitigated Costs: Fitch said, "We view the US tariff threat facing Italmatch as manageable, given its global presence and primary target audience of local customers with limited direct exposure to international trade, although they could be indirectly affected by reduced trade flows down the value chain or lower GDP growth. The company expects no adverse impact, as costs have been largely offset through supplier agreements and pass-through mechanisms to customers, as reflected by stable unit contribution margin." Strategic Value-Driven M&A Approach: Italmatch follows a disciplined acquisition strategy focused on value creation and operational synergies. Italmatch acquired Alcolina in 2024, despite its net leverage being above its target of 4x-5x, due to adequate valuation and synergies with its existing business. Fitch said, "We expect Italmatch to maintain its opportunistic yet selective stance, prioritising small bolt-on acquisitions that complement its pipeline of internal growth initiatives and potential greenfield/brownfield investments. We have incorporated some bolt-on acquisitions in our forecasts, which will contribute about EUR15 million in additional EBITDA by 2028, bringing total EBITDA to EUR141 million." Sustainability Growth Prospects: Italmatch is in a strong position to leverage sustainability trends. Its offerings in water solutions contribute to advancements in reverse osmosis water desalination, which help combat water scarcity, and support geothermal energy and precious metal recovery. It has also developed specialised flame retardants for photovoltaic applications and lubricant additives for use in wind turbine gear oil applications. Diversified Specialty Company: Italmatch's differentiated product offering underpins its long-term relationships with a variety of large key customers, averaging between 15 and 20 years, allowing EBITDA margin to remain consistently above 15%. It benefits from deep knowledge of phosphorus chemistries to address different end-markets, such as industrial water treatment and desalination, geothermal and mining, plastics or lubricants manufacturing, oil drilling, and personal care ingredients. Its industrial footprint is spread across Europe, North and Latin America, Middle East and Asia with flexible plants capable of producing various product ranges. High Barriers to Entry: Italmatch operates in niche markets with limited competition. Fitch sees high barriers to entry in its niche markets, as the company specialises in products with differentiated or bespoke properties, or those that are key in the manufacturing process of a final product. Italmatch works alongside many of its customers to develop bespoke products, creating a longstanding relationship with them. PEER ANALYSIS Italmatch is considerably smaller and less diversified, and has lower profit margins and greater cash flow volatility than the pure specialty chemical manufacturer Nouryon Limited (B+/Stable). Italmatch is dedicated to specialty chemicals with steady demand, but has less exposure to high-growth sectors than Nouryon. Italmatch's leverage is also higher than Nouryon's. Italmatch is significantly smaller, less diversified and has lower leverage than, but similar end-market exposure to Envalior Finance GmbH (B/Negative). Italmatch is more focused on specialty chemicals, which translates into lower cash flow volatility, and Fitch projects its EBITDA gross leverage to be lower in 2025-2028. FITCH'S KEY RATING-CASE ASSUMPTIONS - Volumes to decline by 2% in 2025, grow by 2% in 2026, by 1% in 2027 and by 3.5% in 2028 - Average selling price remaining broadly stable to 2028, after declining 1% in 2024 - EBITDA margin recovering to 17.5%-19% in 2025-2028, from 17% in 2024, as volume growth and steady unit margins offset fixed-cost inflation - Capex at 5% of sales in 2025-2028, inclusive of growth projects - No dividends - Bolt-on acquisitions of EUR15 million-20 million a year in 2026-2028 RECOVERY ANALYSIS The recovery analysis assumes Italmatch would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch's GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which it bases the enterprise valuation. The GC EBITDA of EUR100 million reflects a weak macro environment negatively affecting volumes in key cyclical end-markets, a competitive environment driving prices lower, and moderate corrective actions. Fitch uses a multiple of 5x to estimate a GC enterprise value for Italmatch because of its focus on specialty chemicals that translates into moderate volume and margin volatility. It also captures the company's diversified business profile and modest scale. Fitch assumes its non-recourse factoring would be replaced by super senior debt in the event of financial distress, which is deducted from the value available for creditor claims distribution. Fitch further assumes Italmatch's revolving credit facility (RCF) to be fully drawn and to rank super senior, along with debt at Italmatch's unrestricted operating entities. Fitch's analysis resulted, after deducting 10% for administrative claims, in a waterfall-generated recovery computation for the senior secured instruments in the 'RR4' band, indicating a 'B' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 6x on a sustained basis - EBITDA interest coverage below 1.5x on a sustained basis - Weakening pricing power negatively affecting margins at times of raw material cost inflation Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage below 4x on a sustained basis - EBITDA interest coverage above 3x on a sustained basis - A material increase in scale through entry in new markets or expansion of market share LIQUIDITY AND DEBT STRUCTURE Italmatch had EUR121 million in cash at end-September 2025 with its EUR107 million RCF undrawn. This provides comfortable flexibility for growth projects or acquisitions, as most of its debt is due in 2028 with no mandatory amortisation. The RCF expires in October 2027. ISSUER PROFILE Italmatch is a producer of specialty chemicals used in various applications such as water treatment, lubricants or flame retardants, and has been majority owned by Bain Capital since 2018. RATINGS ACTION Rating Prior ------ ----- Italmatch Chemicals S.p.A. LT IDR B Affirmed B senior secured LT B Affirmed RR4 B =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Raises $300MM via PIPE with Put Options ------------------------------------------------------------ Polestar Automotive Holding UK, PLC disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it entered into Securities Purchase Agreements with each of Banco Bilbao Vizcaya Argentaria, S.A. and NATIXIS, pursuant to which Polestar agreed to sell an aggregate of 15,511,892 Class A American Depositary Shares to the Purchasers for an aggregate purchase price of USD 300,000,000 through a private investment in public equity. No Purchaser will own more than 10% of the outstanding equity of Polestar following the closing. The price per Class A ADS to be purchased at the closing will be USD 19.34. The Purchasers will not have any restrictions on the sale of the Class A ADSs they receive, subject to any applicable securities laws. The transactions are expected to close by December 23, 2025. Michael Lohscheller, Polestar CEO, said: "These transactions significantly enhance our liquidity position and help strengthen our balance sheet. We are grateful for the continued support shown by Geely Holding and their confidence in Polestar's vision." Concurrent with the entry into the Purchase Agreements, the Purchasers have each entered into a put option arrangement with Geely Sweden Automotive Investment AB whose obligations under the Put Options are guaranteed by Geely Sweden Holdings AB. GSAI is a wholly-owned subsidiary of Geely Sweden. Polestar is not a party to the Put Options. Each Put Option carries a three-year term and is extendable by one-year subject to mutual consent. Each Put Option allows the relevant Purchaser to sell the Class A ADSs acquired from the PIPE to GSAI during an exercise period at the end of the term at a pre-determined price to the extent the Purchaser has not disposed of such Class A ADSs before the Exercise Period. Upon the occurrence of certain events (e.g., delisting of Polestar, acceleration of credit facilities of Polestar and certain events of defaults by GSAI or Geely Sweden), a Purchaser may exercise its Put Option before the Exercise Period. In addition, GSAI can choose to early settle the Put Options in certain circumstances. Shareholder Loan Conversion: Additionally, GSAI has agreed with Polestar to convert approximately USD 300,000,000 of its outstanding principal and interest owed by Polestar under the Term Facility Agreement, dated November 8, 2023, into equity. This conversion is expected to be completed after receipt of any necessary regulatory approvals. Full text copies of the Purchase Agreement and the conversion agreement are available at https://tinyurl.com/5wyeed64 and https://tinyurl.com/5yvzxdsd. About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2025, the Company had $3.6 billion in total assets, $7.9 billion in total liabilities, and a total deficit of $4.3 billion. SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Hikes IDR to B- ------------------------------------------------------- Fitch Ratings has upgraded Samhallsbyggnadsbolaget i Norden Holding AB (publ)'s (SBB Holding) Long-Term Issuer Default Rating (IDR) and senior unsecured rating to 'B-'/RR4 from 'CCC+'. Fitch has removed all the ratings from Rating Watch Positive and assigned a Stable Outlook to the IDR. The upgrades follow the completion of SBB Holding's latest bond tender offer, which prepays about SEK4.8 billion of debt (face value). The sale of SBB group's SEK35 billion community service portfolio, netting about SEK11 billion cash, has reduced SBB Holding's debt across various maturity dates and procured liquidity for August 2026 debt maturities. SBB Holding's main investments include Public Property Invest ASA's (PPI; BBB+/Stable) SEK46 billion community service portfolio, Sveafastigheter AB's (publ) (BBB-/Positive) SEK28.1 billion residential-for-rent portfolio, and Nordiqus AB's SEK38.7 billion education portfolio, all of which are part owned and have stable operational performance. SBB Holding is owned by SBB - Samhallsbyggnadsbolaget i Norden AB (SBB Parent; CCC). KEY RATING DRIVERS Deploying Net Sales Proceeds: SBB Holding has prepaid SEK4.8 billion (face value) of its senior unsecured bonds in relation to the completed community services portfolio sale to PPI with SEK11 billion net cash proceeds, and announced bond tender offer acceptances. SBB Holding has reduced its debt to around SEK26.3 billion, with pro forma cash of SEK2.9 billion plus an undrawn SEK2.5 billion asset-backed facility. Fitch regards this liquidity as reserved for the remaining 2026 debt maturities totalling around SEK4.9 billion. This liquidity profile enables SBB Holding's ratings to move out of the liquidity and refinance risk-concerned 'CCC' rating category. Applying Investment Holding Company Criteria: After the asset sale SBB Holding will become an investment holding company, which Fitch now rates under its Investment Holding Company Criteria. It has three main equity interests: Nordiqus (49% ownership, education sector); Sveafastigheter (62%, residential-for-rent); and PPI (pro forma 39.99%, community services). SBB Holding's IDR under these criteria reflects a business profile supported by its investments in these high-quality portfolios, balanced by its own weak but improving financial profile. Dividends from PPI and Nordiqus and interest from Nordiqus' vendor loan will cover interest on SBB Holding's remaining senior unsecured bonds. Sveafastigheter does not expect to pay dividends in the near term. Monetisation options to repay SBB Holding's remaining debt include part sale of these investment interests. SBB Holding also has a SEK5.0 billion portfolio of development assets. PPI Equity Investment: The acquisition of SBB's community service portfolio will increase PPI's scale and diversification. The enlarged pan-Nordic NOK53 billion (SEK50 billion) portfolio's annualised rental income for the combined community service portfolio will be NOK3.6 billion pro forma at end-3Q25 compared with PPI's previous NOK1 billion. The acquired portfolio benefits from long CPI-indexed leases backed by government-linked tenants with a 6.7-year weighted average unexpired lease term and 94% occupancy. Fitch treats PPI as deconsolidated and only includes its recurring rental-derived cash dividends within SBB Holding's EBITDA. Sveafastigheter Equity Investment: Sveafastigheter's SEK28.9 billion residential-for-rent portfolio is in expanding regions around Sweden, including Stockholm-Mälardalen, and university cities, Malmö-Öresund and Gothenburg. This stable business profile is combined with moderate leverage and forecast interest cover above 2.0x. Fitch deconsolidates Sveafastigheter and only includes its potential recurring rental-derived cash dividends within SBB Holding's EBITDA. Nordiqus Investments: SBB Holding also owns 49.8% of Nordiqus, with Brookfield holding the rest. This is a SEK38.7 billion portfolio of Nordic educational assets benefiting from mostly government funding-backed, long-term rents. Fitch deconsolidates Nordiqus and includes its cash dividend payments and interest income on its SEK5.3 billion (nominal value) vendor loans within SBB Holding's EBITDA. SBB Residential Property AB: This segregated SEK6.1 billion residential-for-rent portfolio is part funded by preference shares held by Morgan Stanley. Currently, net of its expensive coupon, few rental-derived dividends flow to SBB Holding. It remains an option for SBB Holding to prepay this funding and sell this entity or its portfolio. Beneficial Aker Equity Participation: Aker Property Group became a shareholder in SBB Parent in May 2025 through a sale of assets to PPI and exchanging some of Aker's PPI shares for SBB Parent's shares. Aker now holds 8.63% of SBB Parent's equity and about 28.76% of the voting rights. Aker also injected equity and will own 32.99% of PPI pro forma for the community service transaction. In Aker, SBB Parent has a shareholder that could help improve the group's capital structure. Weak Financial Profile: SBB Holding's financial profile remains weak despite the reduction in debt. Fitch calculates SBB group's end-2026 net debt/EBITDA to be above 25x. Fitch expects dividends from investments to grow, including PPI's recent announcement on increasing its dividends, which will reduce SBB Holding's net debt/EBITDA leverage to around 18x at end-2028 and allow SBB Holding to cover its cash interest expense for the resultant assumed smaller loan book, with EBITDA net interest cover around 3.0x, helped by its low average cost of debt of about 2.35%. PEER ANALYSIS SBB Holding, as an investment holding company (IHC), is comparable to Heimstaden AB (B-/Negative) which has a single concentrated investment holding in Heimstaden Bostad AB (BBB-/Stable), compared to SBB Holding's more diverse portfolio of three equity investments in diverse asset classes. Both have finite cash resources, but Heimstaden AB has not been receiving cash dividends from its main investment in Heimstaden Bostad. Without these cash dividends, Heimstaden AB's management income is insufficient to cover its annual interest costs, heightening its refinancing risk. In contrast, Fitch believes SBB Holding has access to stable dividends from PPI and Nordiqus to cover its annual interest costs. SBB Holding's community service portfolio peer is Assura plc (BBB+/Negative), which builds and owns modern general practitioners' (GPs') facilities in the UK, with approved rents indirectly paid by the state National Health Service and long-dated weighted average unexpired lease term. At GBP3.1 billion (EUR3.6 billion), Assura's portfolio is smaller than SBB Parent's consolidated group portfolio. Its net initial yield at end-March 2025 was 5.23%, reflecting its UK community service activities, versus SBB Holding's 5.7% for its Nordic community service assets at end-2024. Assura has a 99% occupancy rate and specific-use assets. Assura's downgrade rating sensitivity to 'BBB' includes net debt/EBITDA greater than 9.5x. Sveafastigheter's SEK28.1 billion (EUR2.5 billion) Swedish residential-for-rent portfolio provides stable rental income with a similar profile to other portfolios in heavily regulated jurisdictions, such as Germany and France, including those owned by Heimstaden Bostad AB (BBB-/Stable), Vonovia SE (BBB+/Stable), SCI LAMARTINE (BBB+/Stable) and D.V.I. Deutsche Vermögens- und Immobilienverwaltungs Gmbh (BBB-/Stable). FITCH’S KEY RATING-CASE ASSUMPTIONS - Cashflows received from JVs of about SEK1.0 billion a year, mostly comprising PPI and Nordiqus dividends and interest income on Nordiqus's vendor loan - Completion of existing retained development projects by 2025 and modest spend thereafter; total capex to average about SEK300 million annually to 2028 RECOVERY ANALYSIS The Corporate Recovery Ratings and Instrument Ratings guide senior debt for an investment holding company to be at the same level as the IDR, with its Recovery Rating capped at 'RR4' to reflect the lower predictability of recovery prospects of investments' equity valuations, which can deteriorate rapidly when an investment approaches financial distress, and the absence of control over investments. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Insufficient visibility on sources of liquidity for near-term debt maturities - Fitch-calculated net loan-to-value (as an investment holding company) consistently above 60% - Increased volatility in dividends from PPI and Nordiqus, resulting in SBB Holding's EBITDA net interest cover falling below 1.0x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Fitch-calculated net loan-to-value (as an investment holding company) consistently below 50% -- Lower net debt/EBITDA and higher interest cover LIQUIDITY AND DEBT STRUCTURE SBB Holding's consolidated accounts' representation of available cash at end-3Q25 was SEK1.5 billion but this profile consolidates Sveafastigheter. Following settlement of the December 2025 bond tender acceptances, Fitch's calculation of SBB Holdings' liquidity profile (not consolidating Sveafastigheter's cash) includes pro forma cash of around SEK2.9 billion plus an undrawn SEK2.5 billion asset-backed facility. SBB Holding's next significant debt maturity in August 2026 totals about SEK4.9 billion. To help repay 2027's SEK6.1 billion of scheduled debt maturities, options include potential monetisations of assets such as SBB Residential Property AB, the Nordiqus vendor loan, and the development portfolio. The unsecured notes remaining at the SBB Holding level following sale of the community services portfolio to PPI are all fixed rated. The SBB group's debt includes the hybrids at SBB Parent, and the high-coupon Morgan Stanley preference shares (at 13% cost) in SBB Residential Property AB. RATING ACTIONS Rating Prior ------ ----- Samhallsbyggnadsbolaget i Norden Holding AB (publ) LT IDR B- Upgrade CCC+ senior unsecured LT B- Upgrade RR4 CCC+ TRANSCOM HOLDING: Fitch Puts 'B-' Final IDR on Exchange Completion ------------------------------------------------------------------ Fitch Ratings has assigned Transcom Holding AB a final Long-Term Issuer Default Rating (IDR) of 'B-'. The Outlook is Stable. Fitch has also assigned a final senior secured rating of 'B-' with a Recovery Rating of 'RR4' to Transcom's EUR322 million senior secured new notes due 2030, following settlement on 19 December 2025. The final 'B-' IDR reflects the completion of Transcom's exchange offer of 15% cash and 85% new senior secured notes. In addition, the IDR reflects high leverage and Fitch's expectation that free cash flow (FCF) will remain neutral to negative in 2025-2027, as capex and restructuring costs weigh on cash flow generation. The rating is supported by improving diversification, advanced technology and strong service execution with long-term customers. The Stable Outlook reflects improving operating performance, supporting deleveraging and improving FCF, such that FCF is neutral to positive by 2028. KEY RATING DRIVERS Completion of the Notes Exchange: The IDR reflects improved financial flexibility as total debt is reduced by nearly EUR57 million and maturities are extended into January 2030. It also reflects improving operating performance and profitability; the company closed some unprofitable contracts (predominantly onshore) in 2024 and has shown improved sales performance in 2025. Meaningful Execution Risk: Fitch said, "We believe execution risk is high given the company operates in an intensely competitive market with large global incumbents, and has a significant focus on technology, productivity and pricing as delivery models have shifted to near and offshore services. This includes service delivery via advanced technologies, including evolving generative AI." Debt Ranking at Completion: The company has issued EUR322 million of new senior secured notes in exchange for EUR379 million of existing notes, representing a 99.71% completion rate with 94.03% acceptance and 5.68% abstentions. The remaining EUR1 million rump of existing notes will lose any rights to security, be ranked junior to the new notes and have their maturity pushed out to 2031, beyond that of the new notes. Unprofitable Contracts Limit Cash Flow: Fitch expects Transcom to continue unwinding unprofitable contracts that have constrained EBITDA margins and cash generation, with cash flow remaining neutral to negative until 2027. Related non-recurring annual costs of up to 1% of revenue, together with capex to support new contracts, could hinder Transcom's ability to generate positive FCF and improve its financial flexibility. Higher-Margin Strategy: Fitch expects cash flow generation to gradually improve due to Transcom's strategy to pursue higher margins from increasing ecommerce and technology exposure, alongside more effective cost control through nearshore and offshore delivery. Fitch expects EBITDA margins to rise to about 11% by 2027, from 9% in 2024. Limited Financial Flexibility: Fitch expects EBITDA interest coverage to remain fairly weak at just over 2.0x in 2025, nearing 3.0x by 2028. Fitch's EBITDA leverage forecast of 5.2x in 2025 reflects deleveraging following a proposed EUR50 million equity injection by the owners. Fitch expects the owners not to extract dividends from the business over the rating horizon, and to limit bolt-on acquisitions. Fitch expects FCF generation to remain neutral as EBITDA growth is supported by continued capex. Modest Market Position: Transcom is a relatively small operator in the highly fragmented customer experience (CX) business process outsourcing (BPO) market, generating EBITDA of EUR67 million in 2024 (adjusted by Fitch-defined lease and recurring costs). Long-term relationships with several well-known fintech, utility and ecommerce companies provide reasonable diversification, which Fitch expects to strengthen. Revenue exposure to a limited group of clients - its top-10 customers accounted for 41% of revenue in 2024 - is offset by deepening CX relationships and multiple contracts with these clients. Good Contract Measures: Fitch expects Transcom's strong contracts to underpin revenue and EBITDA growth over the rating horizon. Transcom scores highly on key measures with its client base, including a world-class net promoter score and robust benchmarking scores compared to the BPO industry, including for overall delivery, cost optimisation and CX quality improvement. Single Maturity Capital Structure: The completion of the exchange offer lowers the principal amount of Transcom's senior secured borrowings by 15% to EUR322 million and extends the maturity by three years to January 2030. The payment in kind (PIK) component on the new notes will increase the face value at maturity to EUR410 million. Transcom will remain exposed to a single maturity repayment for almost all of its debt, and be reliant on access to either bank funding or the debt capital markets in the future. PEER ANALYSIS Fitch said, "We compare Transcom with Concentrix Corporation (BBB/Stable), a leading global provider of CX solutions and technology. Concentrix holds a significantly stronger market position, with around USD9.6 billion of revenue compared to Transcom at about EUR740 million. It also provides a broader spectrum of services to a more diversified client base, both across geographies and industry verticals. Concentrix generates stronger profitability, at about a 16% EBITDA margin compared to Transcom at about 9%-10%, with healthy FCF margins in mid-single digits. "We also compare Transcom with a wider group of 'B' category BPO service providers, such as PCC Global Plc (Paragon; B/Stable), Emeria SASU (B-/Negative) and FNZ Group Limited (B-/Negative). Similar to Transcom, Paragon experiences disruptive technologies in its customer communication delivery model, shifting from print to digital, albeit at a slower pace than Transcom. Paragon has higher EBITDA leverage, which we forecast to be about 6.0x in the financial year ending-June 2026 (FY26), but lower cash flow leverage (cash flow from operations (CFO)-capex/debt), and we expect its FCF to remain structurally positive from FY26. We expect Transcom's FCF to turn neutral to positive by 2027-2028 as capex for nearshore and offshore expansion, alongside restructuring costs, currently weighs on its FCF. "In addition, we compare Transcom with larger scaled fund administration services provider Apex Structured Intermediate Holdings Limited (B/Positive). Apex has higher revenue visibility, switching cost, revenue stickiness and debt capacity." FITCH'S KEY RATING-CASE ASSUMPTIONS -- Revenue growth of 2% a year. -- EBITDA margin growth to 13% by 2028. -- No dividend payments during the rating horizon. -- Non-recurring costs of 1.0%-1.5% of revenue per year. RECOVERY ANALYSIS The recovery analysis assumes that Transcom would be deemed a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. -- Fitch estimates a GC EBITDA of EUR50 million, which may result from weakening EBITDA margins, continued non-recurring costs from strategic adjustments and a loss of customer contracts. The assumption also reflects corrective measures taken in reorganisation to offset the adverse conditions that trigger a default. -- A 10% administrative claim. -- An enterprise value (EV) multiple of 5.0x EBITDA is applied to GC EBITDA to calculate a post-reorganisation EV. The multiple is based on the predictability of Transcom's revenue. The EV multiple also reflects the group's relatively concentrated customer base, volatile FCF generation and reduced EV/EBITDA public trading multiples in the CX niche amid market concerns around AI disruption. -- Fitch estimates the total amount of senior secured debt claims at EUR322 million, based on the EUR322 million bond maturing in January 2030. -- The notes rank behind the EUR75 million super senior RCF expiring in 2029, which Fitch assume would be drawn at the time of default. -- Fitch deducts administrative claims and the issuer's factoring facilities (but assume customers' supply chain facilities to remain available) from the liability waterfall. Based on current metrics and assumptions, the waterfall analysis generates a ranked recovery in the 'RR4' band for the new EUR322 million senior secured notes, indicating a 'B-' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Operational performance below Fitch's expectations with intensified competition, weaker contract wins and/or higher churn rates and lower profitability improvements that result in: -- Consistently neutral to negative FCF; -- EBITDA interest coverage below 2.0x; -- EBITDA leverage structurally above 6x; or CFO minus capex to debt structurally below 1%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Continued expansion into nearshore and offshore, improving mix of higher-margin service delivery, as underlined by contract wins and enhanced regional scale and diversification along with: -- Consistently positive FCF at low- to mid-single digits; -- EBITDA interest coverage of above 3.0x; and -- EBITDA leverage below 4.0x. LIQUIDITY AND DEBT STRUCTURE Fitch expects the company to have adequate liquidity post-transaction, supported by a EUR75 million undrawn super senior RCF (of which EUR12 million is used for guarantees) to support working capital needs and cash of about EUR15 million as of end-2025. The new notes of EUR322 million mature in January 2030, with payment in kind rates increasing to 5.00%, from 1.75%, creating greater refinancing needs when this debt becomes due. ISSUER PROFILE Transcom is a Swedish-headquartered global customer service provider, operating customer care, sales, technical support and collections on behalf of third-party clients. RATING ACTIONS Rating Prior ------ ----- Transcom Holding AB LT IDR B- New Rating B-(EXP) senior secured LT B- New Rating RR4 B-(EXP) ============= U K R A I N E ============= UKRAINE: Fitch Hikes LongTerm Foreign Currency IDR to 'CCC' ----------------------------------------------------------- Fitch Ratings has upgraded Ukraine's Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) to 'CCC' from 'Restricted Default'. Fitch typically does not assign Outlooks to sovereigns with a rating of 'CCC+' or below. Under applicable credit rating agency (CRA) regulations, the publication of sovereign reviews is subject to restrictions and must take place according to a published schedule, except where it is necessary for CRAs to deviate from this schedule in order to comply with the CRAs' obligation to issue credit ratings based on all available and relevant information and disclose credit ratings in a timely manner. Fitch interprets these provisions as allowing us to publish a rating review in situations where there is a material change in the creditworthiness of the issuer that Fitch believes makes it inappropriate for us to wait until the next scheduled review date to update the rating or Outlook/Watch status. The next scheduled review date for Fitch's rating on Ukraine is 24 April 2026, but Fitch believes that developments in the country warrant such a deviation from the calendar and its rationale for this is set out in the first part (High weight factors) of the Key Rating Drivers section below. KEY RATING DRIVERS The upgrade of Ukraine's IDR reflects the following key rating drivers and their relative weights: High Normalisation of Commercial Creditor Relations: The upgrade of the Long-Term Foreign-Currency IDR reflects Fitch's assessment that Ukraine has normalised relations with a substantial majority of its external commercial creditors. On 18 December, it was announced that 99% of investors supported the exchange of Ukraine's outstanding GDP warrants, thereby clearing the 75% threshold for a complete exchange. Combined with the successful completion of the sovereign and state-guaranteed debt bond restructuring in August 2024, Ukraine has now restructured 94% of its commercial external state and state-guaranteed debt. GDP Warrants Restructured: Ukraine will exchange USD2.6 billion of outstanding GDP warrants (excluding the amount held directly or indirectly by the government) for new C-Notes at a ratio of 1.34x (USD1,340 per USD1,000 warrants). The new C-Notes feature a step-up coupon rate rising from 4.0% to 7.25% by 2032, with amortisation in three instalments beginning in 2030. Holders that did not consent to the exchange will automatically receive USD1,360 in B-Notes per USD1,000 warrants, equally split between 2030 and 2034 maturities. Ukraine's GDP warrants were issued as part of its 2015-2016 Eurobond restructuring and designed to pay out when the country's economic growth exceeds certain thresholds. Ukraine had missed a USD665 million payment on these warrants in early June. New C-Notes Rated 'CCC+': Fitch said, "We have assigned a rating of 'CCC+' to the newly issued C-Notes, one notch above Ukraine's 'CCC' LT FC IDR and the existing A- and B-bond ratings, reflecting their enhanced credit protection. The new C-Notes benefit from a loss reinstatement multiplier of currently around 2.1x (and accruing to up to 2.5x by 2030 based on calculations done by the ad hoc committee), meaning their notional value would more than double in any future restructuring. This compares favourably with the 1.57x multiplier for existing A- and B-Notes, which is set to expire in August 2026. The C-Notes also have enhanced voting protection." New EU Support Agreed: On December 19, the EU agreed a new EUR90 billion (50% of 2025 GDP) loan for Ukraine that would only need to be repaid in benign circumstances (if Ukraine received reparations from Russia). This would cover financing needs for more than a year, reducing near-term debt sustainability risks. Ukraine's ratings also reflect the following rating drivers: Credit Fundamentals: Ukraine's Long-Term Foreign-Currency IDR of 'CCC' reflects substantial credit risk given the of the war and its macroeconomic and fiscal effects. These factors are balanced by a manageable near-term debt service profile, substantial FX reserves and significant support from the EU. Ukraine's external commercial debt service payments will average USD0.9 billion in 2026-2028 and the first maturity on restructured Eurobonds is not due until 2029. 'CCC+' Local-Currency IDRs Affirmed: The higher Long-Term Local-Currency IDR reflects Ukraine's continued service of local-currency debt, in line with Fitch's expectation of preferential treatment of local-currency debt obligations. Only a small portion (0.8% as of December 2025) of local-currency debt is held by non-residents, with the majority held by domestic (mostly state-owned) banks and the National Bank of Ukraine. This ownership structure limits the benefit of a local-currency debt restructuring by creating potential fiscal costs (including bank recapitalisation). War Continues, Ongoing Negotiations: Despite current US-led efforts to reach a ceasefire and ultimately a negotiated settlement, key negotiation points remain reportedly unresolved, including potential territorial concessions or security guarantees. As a result, Fitch does not expect a near-term reduction in hostilities. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Public and External Finances: Evidence of heightened financing strains or liquidity pressures, for example, due to reduced international financial support or further intensification of the war that increases the probability of another debt restructuring or default. - The Long-Term Local-Currency IDR would be downgraded if there are signs that the recent preferential treatment of local-currency debt will not be carried forward. - The new C-Notes would be downgraded if there are signs that recovery prospects are weaker than implied by a Recovery Rating of 'RR3'. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -Structural: Sustained reduction in geopolitical risks, including through the implementation of a credible, negotiated settlement to the war, that markedly reduces vulnerabilities to Ukraine's external finances, fiscal position and macro-financial stability, reducing the probability of commercial debt restructuring. SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO) Fitch's proprietary SRM assigns Ukraine a score equivalent to a rating of 'CCC+' on the Long-Term Foreign-Currency IDR scale. However, in accordance with its rating criteria, Fitch's sovereign rating committee has not utilised the SRM and QO to explain the ratings in this instance. Ratings of 'CCC+' and below are instead guided directly by the rating definitions. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LT FC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within Fitch's criteria that are not fully quantifiable and/or not fully reflected in the SRM. DEBT INSTRUMENTS: KEY RATING DRIVERS Existing A- and B-Notes Equalised with IDR: The senior unsecured long-term debt ratings for the existing Eurobonds (A- and B-Notes) are equalised with the Long-Term Foreign-Currency IDR, reflecting Fitch's expectation of average recovery prospects in a default scenario. Fitch has assigned these debt instruments a Recovery Rating of 'RR4'. New C-Notes Notched Up: The senior unsecured long-term debt ratings for the new C-Notes are one notch above the applicable Long-Term IDR. Fitch's expects superior recovery prospects in a default scenario due to credit enhancements, including a higher loss reinstatement multiplier of above 2 and enhanced voting protections. Fitch has assigned these debt instruments a Recovery Rating of 'RR3'. COUNTRY CEILING Ukraine's Country Ceiling is 'B-'. For sovereigns rated 'CCC+' and below, Fitch assumes a starting point of 'CCC+' for determining the Country Ceiling. Fitch's Country Ceiling Model produced a starting point uplift of zero notches. Fitch's rating committee applied a one-notch qualitative upward adjustment to this, under the Balance of Payments Restrictions pillar, reflecting that the imposition of capital and exchange controls since Russia's invasion of Ukraine has not prevented some private sector entities from converting local into foreign currency and transferring the proceeds to non-resident creditors to service debt payments Fitch does not assign Country Ceilings below 'CCC+', and only assigns a Country Ceiling of 'CCC+' in the event that transfer and convertibility risk has materialised and is affecting the vast majority of economic sectors and asset classes. RATING ACTIONS Rating Prior ------ ----- Ukraine LT IDR CCC Upgrade RD ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Country Ceiling B- Affirmed B- senior unsecured LT CCC+ New Rating RR3 senior unsecured LT CCC Affirmed RR4 CCC Senior Unsecured- Local currency LT CCC+ Affirmed RR4 CCC+ =========================== U N I T E D K I N G D O M =========================== DBMS 2025-1: S&P Assigns BB+ (sf) Rating to Class E Notes --------------------------------------------------------- S&P Global Ratings has assigned credit ratings to DBMS 2025-1 DAC's class A, B, C, D, and E notes. At closing, the issuer also issued unrated class X1 and X2 notes. The transaction is backed by GBP438.7 million (81.4%) of a GBP538.7 million senior loan, which Deutsche Bank AG, London Branch and Morgan Stanley Bank, N.A. have advanced to Blackstone as part of its acquisition and refinancing of a portfolio of primarily U.K. industrial and logistics assets. Morgan Stanley Bank, N.A. retained GBP100.0 million (16.6%) of the senior loan at closing. The senior loan is secured on a U.K. portfolio of 59 industrial and logistic assets, four development land properties, and one retail park. The portfolio comprises approximately 7 million square feet of gross leasable area and is valued at GBP828.76 million as of September 2025. The senior loan-to-value (LTV) ratio is 65%. The loan has an initial term of two years with three one-year extension options, subject to the satisfaction of certain conditions being met. The senior loan is interest only and includes cash trap mechanisms triggered if the LTV ratio exceeds 77.5% or if the debt yield falls below 6.27%. Payments due under the loan facility agreement primarily funds the issuer's interest and principal payments due under the notes. As part of EU, U.K., and U.S. risk retention requirements, the issuer and the issuer lender, Morgan Stanley Bank, N.A. (MSBNA) entered into a GBP23.3 million (representing 5% of the securitized senior loan) issuer loan agreement, which ranks pari passu to the notes of each class. On or about the closing date, MSBNA novated GBP14.3 million of the issuer loan to Deutsche Bank AG, London Branch, and both entities are lenders to the issuer. The issuer lenders advanced the issuer loan to the issuer on the closing date. The issuer applied the issuer loan proceeds as partial consideration for the purchase of the securitized senior loan from the loan sellers and to fund its portion of the liquidity reserve. S&P said, "Our ratings on the class A to E notes address DBMS 2025-1 DAC's ability to meet timely interest payments on the class A, B, C, and D notes, ultimate payment of interest on the class E notes, and payment of principal on the rated notes no later than the legal final maturity in February 2036. "Our ratings on the notes reflect our assessment of the underlying loan's credit, cash flow, and legal characteristics, and an analysis of the transaction's counterparty and operational risks." Ratings Class Rating* Amount (GBP) A AAA (sf) 269,710,000 X1 NR 100,000 X2 NR 100,000 B AA+ (sf) 30,900,000 C AA- (sf) 40,800,000 D BBB (sf) 73,400,000 E BB+ (sf) 28,060,000 *S&P's ratings address timely payment of interest on the class A, B, C, and D notes, ultimate payment of interest on the class E notes, and payment of principal not later than the legal final maturity date of Feb. 18, 2036 on all classes of notes. NR--Not rated. GROWUP GROUP: Interpath Appointed as Joint Administrators --------------------------------------------------------- Growup Group Limited (formerly Vescor Group Limited) was placed into administration proceedings in the High Court of Justice, Business & Property Courts of England and Wales, Insolvency and Companies List (ChD), No CR-2025-008914, and Richard John Harrison and Ryan Grant of Interpath Ltd were appointed as joint administrators on Dec. 16, 2025. The company specialized in activities of agricultural holding companies. Its registered office is at One Glass Wharf, Bristol, BS2 0ZX. Its principal trading address is Pepperness Farm, Montagu Road, Sandwich, Kent, CT13 9FA. The joint administrators can be reached at: Richard John Harrison Interpath Ltd 10th Floor Marsden Street Manchester, M2 1HW Ryan Grant Interpath Ltd 45 Church St, Part 2nd Floor Birmingham, B3 2RT Further details contact: Matthew Herbert Tel: 0161 529 8869 Email: growupgroup@interpath.com MUIRA LTD: Mercian Advisory Appointed as Administrators ------------------------------------------------------- Muira Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Court, Court No. CR-2025-008823, and Mark Grahame Tailby and Craig Andrew Ridgley of Mercian Advisory Limited were appointed as administrators on Dec. 12, 2025. The company specialized in Property Development. Its registered office and principal trading address is 143 Eastfield Road, Peterborough, PE1 4AU. The administrators can be reached at: Mark Grahame Tailby Craig Andrew Ridgley Mercian Advisory Limited Business Innovation Centre Harry Weston Road Coventry, CV3 2TX Further details contact: Emma Ward Tel: 024 76430317 Email: EmmaW@mercianadvisory.co.uk NORWEST AMBULANCE: Leonard Curtis Appointed as Joint Administrators ------------------------------------------------------------------- Norwest Ambulance Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court No. CR-2025-MAN-001729, and Mike Dillon and Andrew Knowles of Leonard Curtis were appointed as joint administrators on Dec. 15, 2025. The company specialized in human health activities. Its registered office and principal trading address is 220 Cocker Road, Walton Summit Centre, Bamber Bridge, Preston, PR5 8BP. The joint administrators can be reached at: Mike Dillon Andrew Knowles Leonard Curtis Riverside House Irwell Street Manchester, M3 5EN Further details contact: Joint Administrators Tel: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Avery Lewis OFF LIMITS LTD: DSW Bridgewood Appointed as Joint Administrators ---------------------------------------------------------------- Off Limits Ltd (formerly Hen Abroad Limited & European Weekends Limited) was placed into administration proceedings in the High Court of Justice, No CR-LDS-001176, and Thomas Grummitt and Andrew Smith of DSW Bridgewood LLP were appointed as joint administrators on Dec. 12, 2025. The company -- trading as It's a Knockout, Action Days, Totally Wiped Out, Hen Weekends, Stag Weekends, Henorita, Senor Stag, Stag Nights, Yacht Charter Barcelona, Yacht Charter Benalmadena, Yacht Charter Puertobanus, Spain Yacht Charter, Benidorm Yacht Charter, European Week -- specialized in amusement and recreation activities. Its registered office is c/o DSW Bridgewood LLP, Cumberland House, 35 Park Row, Nottingham, NG1 6EE. Its principal trading address is 28–30 Edward Street, Langley Mill, Nottingham, NG16 4DH. The joint administrators can be reached at: Thomas Grummitt Andrew Smith DSW Bridgewood LLP Cumberland House 35 Park Row Nottingham, NG1 6EE Further details contact: Ben Hirst Tel: 0115 871 2940 Email: creditors@bridgewood.co.uk PODZE LOGISTICS: JT Maxwell Appointed as Administrator ------------------------------------------------------ Podze Logistics Ltd was placed into administration proceedings in the High Court of Justice, Business & Property, No 001692 of 2025, and Andrew Ryder of JT Maxwell Limited was appointed as administrator on Dec. 19, 2025. The company specialized in Licensed carriers, Other Accommodation. Its registered office and principal trading address is 1 Locks Cross, Neston, Corsham, SN13 9TB. The administrator can be reached at: Andrew Ryder JT Maxwell Limited Unit 1 Lagan House 1 Sackville Street Lisburn, Co Antrim, BT27 4AB Further details contact: JT Maxwell Limited Tel: 02892 448 110 Email: corporate@jtmaxwell.co.uk QUEEN ELIZABETH'S: FRP Advisory Appointed as Joint Administrators ----------------------------------------------------------------- Queen Elizabeth's Foundation for Disabled People was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-001535, and Ian James Corfield and Philip David Reynolds of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 15, 2025. The company specialized in residential care activities for the elderly and disabled. Its registered office is at Leatherhead Court, Woodlands Road, Leatherhead, Surrey, KT22 0BN. (To be changed to c/o FRP Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London, EC4N 6EU.) Its principal trading address is Leatherhead Court, Woodlands Road, Leatherhead, Surrey, KT22 0BN. The joint administrators can be reached at: Ian James Corfield Philip David Reynolds FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU Further details contact: Joint Administrators Tel: 020 3005 4000 Alternative contact: Chloe Groves Email: cp.london@frpadvisory.com RW WARRINGTON: Coots & Boots Appointed as Administrator ------------------------------------------------------- RW Warrington Crescent Limited (trading as The Colonnade Hotel) was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-008907, and Duncan Coutts, Rupen Patel, and Nimish Patel of Coots & Boots were appointed as joint administrators on Dec. 16, 2025. The company, trading as The Colonnade Hotel, specialized in hotels and similar accommodation. Its registered office is at Wing 1, 9th Floor, Berkeley Square House, Berkeley Square, London, W1J 6BY. Its principal trading address is 2 Warrington Cres, London W9 1ER, United Kingdom. The joint administrators can be reached at: Duncan Coutts Rupen Patel Nimish Patel Coots & Boots Suite 35, Unit 2 94A Wycliffe Road Northampton, NN1 5JF Further details contact: Joint Administrators Email: progression@cootsandboots.com SOUTH MOLTON: Opus Restructuring Appointed as Joint Administrators ------------------------------------------------------------------ South Molton Transport Limited was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-001725, and Jack Callow and Mark Siddall of Opus Restructuring LLP were appointed as joint administrators on Dec. 15, 2025. The company specialized in Freight Transport by Road. Its registered office and principal trading address is M & B Plant Yard Hacche Lane, Pathfields Business Park, South Molton, Devon, EX36 3LH. The joint administrators can be reached at: Jack Callow Mark Siddall Opus Restructuring LLP 6th Floor, Broad Quay House Broad Quay Bristol, BS1 4DJ Further details contact: Joint Administrators Tel: 01908 752942 Alternative contact: Kathryn Smith Email: Kathryn.smith@opusllp.com SYMBIOCO LTD: Forvis Mazars Appointed as Administrators ------------------------------------------------------- Symbioco Ltd (trading as Planera) was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-008822, and Rebecca Jane Dacre and Guy Robert Thomas Hollander of Forvis Mazars LLP were appointed as administrators on Dec. 12, 2025. The company manufactures and sells hygiene products. Its registered office is at 3rd Floor, 86–90 Paul Street, London, EC2A 4NE. Its principal trading address is Unit 7, Crescent Court Business Centre, North Crescent, Canning Town, E16 4TG. The administrators can be reached at: Rebecca Jane Dacre Forvis Mazars LLP The Pinnacle 160 Midsummer Boulevard Milton Keynes, MK9 1FF Guy Robert Thomas Hollander Forvis Mazars LLP 30 Old Bailey London, EC4M 7AU Further details contact: Christina Michael Email: Christina.Michael@mazars.co.uk VECTOR-FOILTEC: Begbies Traynor Appointed as Administrators ----------------------------------------------------------- Vector-Foiltec Limited was placed into administration proceedings in The Business & Property Courts of England and Wales, Court No. CR-2025-008912, and Julie Anne Palmer and Andrew Hook of Begbies Traynor (Central) LLP were appointed as administrators on Dec. 16, 2025. The company specialized in Roofing activities. Its registered office is currently 2 Lansdowne Road, Croydon, London, CR9 2ER, but shortly changing to c/o Begbies Traynor (Central) LLP, Units 1–3 Hilltop Business Park, Devizes Road, Salisbury, SP3 4UF. The administrators can be reached at: Julie Anne Palmer Andrew Hook Begbies Traynor (Central) LLP Units 1–3 Hilltop Business Park Devizes Road Salisbury, Wiltshire, SP3 4UF Further details contact: Ryan Cullinane Tel: 01722 435 190 Email: ryan.cullinane@btguk.com ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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