260106.mbx

260106.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 Tuesday, January 6, 2026, Vol. 27, No. 4 Headlines I R E L A N D BAIN CAPITAL 2025-3: Fitch Gives B-sf Final Rating to Cl. F Notes CVC CORDATUS XXXVII: Fitch Gives B-sf Final Rating to Class F Notes PALMER SQUARE 2024-1: Fitch Gives B-sf Rating to Class F-R Notes STANNAWAY PARK: Fitch Gives 'B-sf' Final Rating to Class F Debt THUNDER LOGISTICS 2024-1: DBRS Confirms BB(low) Rating on E Notes I T A L Y ARAGON NPL 2018: DBRS Cuts Class B Notes Rating to C L U X E M B O U R G IREL BIDCO: Fitch Affirms B+ IDR, Outlook Stable N E T H E R L A N D S ACCELL GROUP: Fitch Lowers 1.5 Lien Facility Rating to 'CCC+' U N I T E D K I N G D O M CLARA.NET HOLDINGS: Fitch Downgrades LongTerm IDR to 'B-' DBMS 2025-1: DBRS Finalizes BB Rating on Class E Notes DUNFORD WOOD: Oury Clark Appointed as Joint Administrators INNOVATION CONTROL: FRP Advisory Appointed as Administrators IVC ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable LIDSTERS OF WORKSOP: AMS Business Appointed as Administrators LIME PEOPLE SEARCH: Conselia Limited Appointed as Administrator LOVELACE 01: DBRS Finalizes B Rating on Class F Notes MANUS NEURODYNAMICA: FRP Advisory Named as Joint Administrators MUTCHMEATS LIMITED: KRE Corporate Named as Joint Administrators ORIFLAME INVESTMENT: Fitch Upgrades LongTerm IDR to 'CCC' from 'RD' SHAPE WORKS: Begbies Traynor Appointed as Administrators SOUTH MOLTON: Opus Restructuring Appointed as Administrators SYMBIOCO LTD: Forvis Mazars Appointed as Administrators TRENPORT PROPERTY: Interpath Advisory Appointed as Administrators - - - - - ============= I R E L A N D ============= BAIN CAPITAL 2025-3: Fitch Gives B-sf Final Rating to Cl. F Notes ----------------------------------------------------------------- Fitch Ratings has assigned Bain Capital Euro CLO 2025-3 DAC's notes final ratings. RATING ACTIONS Rating Prior ------ ----- Bain Capital Euro CLO 2025-3 DAC Class A XS3212425535 LT AAAsf New Rating AAA(EXP)sf Class B XS3212425881 LT AAsf New Rating AA(EXP)sf Class C XS3212426004 LT Asf New Rating A(EXP)sf Class D XS3212426772 LT BBB-sf New Rating BBB-(EXP)sf Class E XS3212428638 LT BB-sf New Rating BB-(EXP)sf Class F XS3212430295 LT B-sf New Rating B-(EXP)sf Class M XS3212430709 LT NRsf New Rating NR(EXP)sf Subordinated Notes XS3213271177 LT NRsf New Rating NR(EXP)sf TRANSACTION SUMMARY Bain Capital Euro CLO 2025-3 DAC is a securitisation of mainly senior secured loans and secured senior bonds (at least 90%) with a component of senior unsecured, mezzanine, and second-lien loans. Net proceeds from the issuance of the notes have been used to fund an identified portfolio with a target par of EUR400 million. The portfolio is actively managed by Bain Capital Credit CLO Manager III (DE), LP. The CLO has a 4.6-year reinvestment period and an 8.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B+'/'B'. The Fitch weighted average rating factor of the identified portfolio is 23.1. 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 61.3%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction features three matrix sets aligned to fixed-rate asset limits of 5% and 12.5%. The first matrix set applies at closing with a WAL of 8.5 years, while the second and third sets, with WALs of 7.5 years and seven years, respectively, become effective 12 and 18 months after closing, contingent on the collateral principal amount (defaulted obligation at Fitch-calculated collateral value) being at least at the reinvestment target par balance. 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. 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 limitation, and a WAL test covenant that gradually 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) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A to C notes, and lead to downgrades of one notch for the class D and E notes, and to below 'B-sf' for the class F notes. Based on the identified portfolio, downgrades 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, the class B, D and E notes have cushions of two notches, the class C three notches and the class F notes two notches. There is no cushion for the class A notes, as they are at the highest achievable rating. 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 four notches for the class B and C notes, three notches for the class A and D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR 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 class B to E notes and three notches for the class F notes. The class A notes are rated 'AAAsf', which is the highest rating on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the stressed-case 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 being available to cover losses in the remaining portfolio. CVC CORDATUS XXXVII: Fitch Gives B-sf Final Rating to Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned CVC Cordatus Loan Fund XXXVII DAC notes final ratings. RATING ACTIONS CVC Cordatus Loan Fund XXXVII DAC A XS3225981573 LT AAAsf New Rating B XS3225981813 LT AAsf New Rating C XS3225982464 LT Asf New Rating D XS3225982977 LT BBB-sf New Rating E XS3225983272 LT BB-sf New Rating F XS3225983439 LT B-sf New Rating Subordinated Notes XS3225983603 LT NRsf New Rating TRANSACTION SUMMARY CVC Cordatus Loan Fund XXXVII 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 the existing portfolio with a target par of EUR400 million. The portfolio is actively managed by CVC Credit Partners Investment Management Limited. The CLO has a 4.5-year reinvestment period and a 7.5-year weighted average life (WAL) test at closing, which can be extended, subject to conditions. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-weighted average rating factor of the identified portfolio is 24.4. 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 59.1%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a fixed-rate obligation limit at 12.5%, a top 10 obligor concentration limit at 20%, and a 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, following the step-up determination date, which is 12 months or 18 months after closing (the latter if matrix switch occurs prior to a WAL step up). The WAL extension is at the discretion of the manager but is subject to conditions, including fulfilling the collateral-quality tests, coverage tests and meeting the reinvestment target par, with defaulted assets at their collateral value on the step-up determination date. Portfolio Management (Neutral): The transaction includes two matrix sets, each based on a top 10 obligor limit of 20%. One matrix set is effective at closing, corresponding to fixed-rate asset limits of 5% and 12.5%, and to a 7.5-year WAL test. The forward matrix set corresponds to a seven-year WAL test, with the same fixed-rate asset limits as the closing matrices. The forward matrix set can be elected by the manager six or 18 months after closing (the latter if the WAL is stepped up), subject to the collateral principal (with defaults carried at Fitch collateral value) being at least equal to the reinvestment target par balance. The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes and lead to downgrades of two notches for the class B and C notes, one notch for the class D and E notes and to below 'B-sf' for the class F 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 than the Fitch-stressed portfolio, the notes display rating cushions of up to two notches. 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 of the Fitch-stressed portfolio across all ratings 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 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 notes, except the 'AAAsf' notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. PALMER SQUARE 2024-1: Fitch Gives B-sf Rating to Class F-R Notes ---------------------------------------------------------------- Fitch Ratings has assigned Palmer Square European CLO 2024-1 DAC reset notes final ratings. RATING ACTIONS Rating Prior ------ ----- Palmer Square European CLO 2024-1 DAC Class A Loan LT PIFsf Paid In Full AAAsf Class A Note XS2815971671 LT PIFsf Paid In Full AAAsf Class A-R Loan LT AAAsf New Rating Class A-R Notes XS3248398870 LT AAAsf New Rating Class B-1 XS2815971838 LT PIFsf Paid In Full AAsf Class B-2 XS2815972059 LT PIFsf Paid In Full AAsf Class B-R Notes XS3248399092 LT AAsf New Rating Class C XS2815972133 LT PIFsf Paid In Full Asf Class C-R Notes XS3248399332 LT Asf New Rating Class D XS2815972307 LT PIFsf Paid In Full BBB-sf Class D-R Notes XS3248399506 LT BBB-sf New Rating Class E XS2815972562 LT PIFsf Paid In Full BB-sf Class E-R Notes XS3248399845 LT BB-sf New Rating Class F XS2815972729 LT PIFsf Paid In Full B-sf Class F-R Notes XS3248400015 LT B-sf New Rating TRANSACTION SUMMARY Palmer Square European CLO 2024-1 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the subordinated notes, and to fund the existing portfolio with a target par of EUR400 million. The portfolio is actively managed by Palmer Square Europe Capital Management LLC. The CLO will have 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 places the average credit quality of obligors at 'B+'/'B'. 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 62.6%. Diversified Asset Portfolio (Positive): The transaction also includes various other concentration limits, including the 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. Portfolio Management (Neutral): The transaction includes two matrices corresponding to a 7.5-year WAL that are effective at closing and two forward matrices corresponding to a seven-year WAL that can be selected by the manager 18 months after closing. Each matrix set corresponds to two fixed-rate asset limits of 7.5% and 12.5%. 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. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which can be one year after closing at the earliest. The WAL extension is at the option of the manager but subject to conditions including the collateral quality tests satisfaction and the aggregate collateral balance (defaults at Fitch collateral value) being at least at the reinvestment target par. Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing the coverage tests and the Fitch 'CCC' maximum limit after reinvestment and a WAL covenant that progressively steps down after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. OTHER CONSIDERATIONS Adequate Tail Period: The class B-R to F-R notes mature in January 2039, one year after the most senior debt, ensuring a four-year tail period (from the WAL test end-date to maturity date). Fitch views this as sufficient to work out long-dated assets and mitigate forced sales near legal final maturity. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R to C-R notes and result in one-notch downgrades of the class D-R and E-R notes, and to below 'B-sf' for the class F-R notes. Based on the actual 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-R, D-R, E-R and F-R notes have two-notch cushions, and the class C-R notes a three-notch cushion. Should the cushion between the identified portfolio and the stress portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed portfolio would lead to downgrades of up to four notches for the class A-R to D-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to three notches, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, 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 in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on the remaining portfolio. STANNAWAY PARK: Fitch Gives 'B-sf' Final Rating to Class F Debt --------------------------------------------------------------- Fitch Ratings has assigned Stannaway Park CLO DAC final ratings. RATING ACTIONS Rating Prior ------ ----- Stannaway Park CLO DAC A XS3216981749 LT AAAsf New Rating AAA(EXP)sf A-1-Loan LT AAAsf New Rating AAA(EXP)sf A-2-Loan LT AAAsf New Rating AAA(EXP)sf B XS3216982044 LT AAsf New Rating AA(EXP)sf C XS3216982390 LT Asf New Rating A(EXP)sf D XS3216982556 LT BBB-sf New Rating BBB-(EXP)sf E XS3216982713 LT BB-sf New Rating BB-(EXP)sf F XS3216982986 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3216983109 LT NRsf New Rating NR(EXP)sf TRANSACTION SUMMARY Stannaway Park CLO 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. The transaction has a target par of EUR400 million. The portfolio is actively managed by Blackstone Ireland Limited. The CLO has a reinvestment period of about 4.6 years 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 at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 24.7. High Recovery Expectations (Positive): At least 90% of the portfolio comprise seniors secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 62.3%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit at 25% (or a lower percentage in relation to Fitch test matrices) and a maximum exposure to the three largest Fitch-defined industries at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on or after the step-up date, which is 12 months after closing. The WAL extension is subject to conditions, including passing the collateral quality and coverage tests and the collateral principal amount being at least equal to the unadjusted reinvestment target par balance. The WAL extension can only be applied 18 months after the issue date if a Fitch test matrix switch has occurred on or after 12 months from the issue date. Portfolio Management (Neutral): The transaction includes two matrix sets, each based on a top 10 obligor limit of 20%. One matrix set is effective at closing, corresponding to fixed-rate asset limits of 5% and 12.5%, and to a 7.5-year WAL test. The forward matrix set corresponds to a seven-year WAL test, with the same fixed-rate asset limits as the closing matrices. The forward matrix set can be elected by the manager 12 or 18 months after closing (18 months after closing if the WAL is stepped up), subject to the collateral principal amount (with defaults carried at Fitch collateral value) being at least equal to the unadjusted reinvestment target par balance. The transaction has a 4.6-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio and matrices analysis is 12 months less than the WAL covenant, to account for strict reinvestment conditions after the reinvestment period, including the satisfaction of the over-collateralisation test and Fitch's 'CCC' limit, together with a consistently decreasing WAL covenant. Fitch believes these conditions reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-1 and A-2 loan, the class A notes and the class B notes and would lead to downgrades of one notch for the class C , D and E notes, and to 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 defaults and portfolio deterioration. The class B, C, D, E and F notes have rating cushions of two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes and the class A-1 and A-2 loan do not have any rating cushion as they are already at the highest achievable rating. 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 two notches for the class D notes, three notches for the class A notes and the class A-1 and A-2 loan, four notches for the class B and C notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. THUNDER LOGISTICS 2024-1: DBRS Confirms BB(low) Rating on E Notes ----------------------------------------------------------------- DBRS Ratings GmbH confirmed its credit ratings on the bonds issued by Thunder Logistics 2024-1 DAC (the Issuer) as follows: -- Class A at AAA (sf) -- Class B at AA (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (low) (sf) Morningstar DBRS removed all credit ratings from Under Review with Negative Implications, where they were placed on 14 July 2025, and changed all trends to Negative from Stable. CREDIT RATING RATIONALE Morningstar DBRS confirmed the credit ratings based on the review of its underwriting that includes tenancy updates, loan performance information and key credit metrics as of the November 2025 Interest Payment Date (IPD). Morningstar DBRS changed the trends to Negative from Stable on all of the outstanding bonds because of current high portfolio vacancy and uncertainty around the lease-regearing prospects of a relevant tenant currently in occupation in the Toulouse property. The Issuer is the securitization of a EUR 250 million floating-rate commercial real estate (CRE) loan backed by a pan-European portfolio of 22 big-box logistics properties across Spain, France, Germany, and the Netherlands, which are collectively managed by Logicor (the asset manager). As of the November 2025 IPD, the senior loan balance decreased to EUR 178 million, and the portfolio consisted of 16 assets. The loan is regulated by a common terms agreement (CTA) and is divided into four term facilities, term A to term D. Term A is advanced to the French borrowers, while the remaining three facilities are respectively advanced to the Spanish borrowers, the German and Luxembourg borrowers collectively, and the Dutch borrower (each a borrower and, together, the borrowers). The borrowers are limited-purpose entities established for the purposes of owning and managing the properties and acting as holding companies. They are all ultimately owned and controlled by The Blackstone Group Inc. (The Sponsor). On 20 August 2024, Goldman Sachs Bank Europe SE and Société Générale, S.A. (the Loan Sellers) advanced the loan to the borrowers. On 1 June 2024, CBRE Group Inc (CBRE) conducted valuations on the 22 properties and appraised their aggregate market value (MV) at EUR 381.9 million. CBRE also valued the property portfolio at EUR 398.13 million on the assumption of a corporate sale, which would lead to lower transaction costs. At the November 2025 IPD, the aggregate MV of the 16 properties remaining in the portfolio stood at EUR 271.8 million and at EUR 286.2 million including the premium under the assumption of a corporate sale. Subsequently, the loan-to-value ratio (LTV) was 62.4% at the November 2025 IPD, slightly down from 62.8% at issuance. As of the November 2025 IPD, the loan balance stood at EUR 178 million, down from EUR 250 million at issuance because of disposal proceeds applied as partial prepayment of the loan throughout 2025. Funds came from the disposal of a total of six properties sold until the November 2025 IPD. Up to the November 2025 IPD, the borrowers prepaid a total of EUR 72 million disposal proceeds, equivalent to 29% of the initial whole loan amount, towards the loan. The loan proceeds were applied on a pro rata basis towards the bonds. Previously, an additional prepayment fee was applied in the amount of EUR 891,069 after the disposal of the Krefeld asset in Germany at the August 2025 IPD. As of the November 2025 IPD, of the 16 properties in the portfolio, eight assets were in France (50.7% of the MV), five in Spain (22.1% of the MV), two in Germany (14.9% of the MV), and one in the Netherlands (12.3% of the MV). The annual rental income of the portfolio was EUR 11.3 million as of the November 2025 IPD, down from EUR 13.9 million at the May 2025 IPD and from EUR 19.4 million at issuance. This decrease was mainly driven by property disposals. Additionally, at the November 2025 IPD, the debt yield (DY) declined to 6.1%, down from 6.5% at the August IPD 2025 and 7.4% at issuance. The DY covenant is below the cash trap threshold of 6.2% as a result of reduction in the NRI. As per the terms of the CTA, surplus is not trapped until the following IPD (February 2026). Morningstar DBRS expect the breach to be temporary, caused by the upcoming new leases and the leases regearing of several current tenants. The servicer reported a vacancy rate of 37% as of the November IPD 2025, up from 36% at the August IPD, 24% at the May 2025 IPD, 20% at the first IPD in February 2025, and up from 19.2% at cut-off as reported in Morningstar DBRS' credit rating report. As per servicer indications, Morningstar DBRS expects the vacancy rate to decrease in the upcoming year because of a new lease starting in May 2026 in the Spanish asset Pla Santa Maria and the regearing of the current leases. At the November 2025 IPD, the weighted-average (WA) unexpired lease term slightly decreased to 4.4 years from 4.4 years at the August 2025 IPD and from 4.4 years at issuance. The loan is interest only and is structured with a five-year fixed loan term. The loan margin reflects the margin payable on the bonds at each IPD (excluding the Class A liquidity reserve portion of the Class A notes). As of the November 2025 IPD, the loan margin was at 2.4% per annum (p.a.). However, this margin is subject to a contractual cap (the loan margin cap) of 3.3% p.a. or 4.3% p.a. during any loan maturity extension period. HSBC Bank plc provided hedging on the notional amount of not less than 95.0% of the outstanding principal amount of the loan with a strike rate at 4.0% p.a. The hedging agreement terminates on 15 November 2029, hence covering the whole duration of the loan. The level of hedging required is to ensure a hedged interest coverage ratio (ICR) of not less than 1.25 times. Per the CTA, failure to comply with any of the required hedging conditions outlined above constitutes a loan event of default. Morningstar DBRS reperformed its underwriting analysis, by accounting for the disposed properties (including the Oss property in the Netherlands) and the information from the latest tenancy schedule dated end of September 2025 that includes two new leases coming into force in April and May 2026. Morningstar DBRS adjusted its vacancy rate assumption at 18.1% from 16.3% at origination. Morningstar DBRS net cash flow (NCF) resulted to EUR 11.1 million, down from EUR 16.8 million at origination (equivalent to a 29.3% haircut from the Issuer NCF at the November 2025 IPD). Morningstar DBRS adjusted its capitalization rate assumption to 6.55%, up from 6.54% at origination by accounting for the sold properties. As a result, the Morningstar Value stands at EUR 169.8 million, down from EUR 258.2 million at origination, which represents a haircut of 28.8% to the latest available valuations reports dated June 2024. The Morningstar DBRS LTV and DY are 92.2% and 7.1%, respectively. The sponsor can dispose of any assets securing the loan by repaying a release price of 100% of the allocated loan amount (ALA) up to the first-release price threshold (i.e., no release premium), which is 10% of the initial portfolio valuation. Once the first-release price threshold is met, the release price will be 105% of the ALA up to the second-release price threshold, which is 20% of the initial portfolio valuation. The release price will be 110% of the ALA thereafter, as for the current repayment allocation of the loan facility. On or after the occurrence of a Permitted Change of Control the release price applicable on the disposal of a property will be 115% of the ALA of that property. The WA release premium applied in prepayment of the loan so far was 105%. The Class E notes are subject to an available funds cap where the shortfall is attributable to an increase on the WA margin payable on the bonds (however arising) or to a final recovery determination of the loan. On the closing date, the Issuer acquired the whole interest in the loan pursuant to the loan sale documents. For the purpose of satisfying the applicable risk retention requirements, the Issuer lenders advanced a EUR 13.1 million loan (the Issuer loan) to the Issuer. As of November 2025 IPD, the Issuer loan balance stood at EUR 9.4 million (down from EUR 13.1 million at origination). The Issuer used proceeds of the issuance of the bonds, together with the amount borrowed under the Issuer loan, to acquire the loan from the loan sellers. As of the November 2025 IPD, the liquidity reserve amounted to EUR 8.6 million, down from EUR 12.0 million at issuance. Morningstar DBRS estimates that the Issuer liquidity reserve covers approximately 18 months of interest payments on the covered notes, based on a cap strike rate of 4.0% and an Euribor cap of 4.0% after the bonds' expected maturity date. The loan matures on 15 November 2029, which is approximately five years after the utilization date. There are no extension options. The final legal maturity of the bonds is 17 November 2036, seven years after the loan maturity date. Morningstar DBRS believes that, if necessary, this would provide sufficient time to enforce on the loan collateral and ultimately repay the noteholders, given the security structure and the relevant jurisdictions involved in this transaction. Notes: All figures are in euros unless otherwise noted. ========= I T A L Y ========= ARAGON NPL 2018: DBRS Cuts Class B Notes Rating to C ---------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the bonds issued by Aragorn NPL 2018 S.r.l.: -- Class A notes downgraded to CC (sf) from CCC (sf) -- Class B notes downgraded to C (sf) from CC (sf) The transaction represents the issuance of Class A, Class B, and Class J notes (collectively, the Notes) backed by a mixed pool of Italian nonperforming secured and unsecured loans originated by Credito Valtellinese SpA and Credito Siciliano S.p.A. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal. The credit rating on the Class B notes addresses the ultimate payment of both interest and principal. Morningstar DBRS does not rate the Class J notes. The gross book value (GBV) of the loan pool was approximately EUR 1.7 billion as of the 31 December 2017 cut-off date. The nonperforming loan portfolio consists of secured commercial and residential borrowers, representing 82.0% of the total GBV, and unsecured borrowers, representing 18.0% of the total GBV. The borrowers are mostly Italian small and medium-size enterprises, representing 90.2% of the total GBV. In terms of borrower concentration, 68% of the total GBV was from 364 borrowers as of the cut-off date, out of 4,161 total. The top 50 borrowers made up 26.8% of the pool GBV at the cut-off date. The receivables are now serviced by Fire S.p.A. (the Special Servicer) after the replacement of both previous special servicers (Special Gardant S.p.A. and Cerved Credit Management S.p.A.) in July 2024. The master servicer is doNext S.p.A., whilst Cerved Master Services S.p.A. operates as the backup servicer. CREDIT RATING RATIONALE The downgrades follow Morningstar DBRS' review of the transaction and are based on the following analytical considerations: -- Transaction performance: An assessment of portfolio recoveries as of June 2025 focusing on (1) a comparison between actual collections and the initial business plan forecast, (2) the collection performance observed over recent months, and (3) a comparison between the current performance and Morningstar DBRS' expectations. -- Portfolio characteristics: Loan pool composition as of June 2025 and the evolution of its core features since issuance. -- Transaction liquidating structure: The order of priority, which entails a fully sequential amortization of the Notes (i.e., the Class B notes will begin to amortize following the full repayment of the Class A notes, and the Class J notes will amortize following the repayment of the Class B notes). Additionally, interest payments on the Class B notes become subordinated to principal payments on the Class A notes if the cumulative collection ratio (CCR) or present value cumulative profitability ratio (PV CPR) is lower than 100% prior to and including 31 July 2019, or lower than 90% from 31 January 2020 onwards. The CCR trigger was breached since the first interest payment date (IPD) and cured in January 2020, but has been breached again since the July 2020 IPD. The actual figures for the CCR and PV CPR were 62.9% and 100.7%, respectively, as of the July 2025 IPD, according to the Special Servicer. -- Liquidity support: The transaction benefits from an amortizing cash reserve providing liquidity to the structure and covering potential interest shortfalls on the Class A notes and senior fees. The cash reserve target amount is equal to 5.0% of the Class A notes' principal outstanding balance and the recovery expenses cash reserve target amounts to EUR 250,000, both fully funded. TRANSACTION AND PERFORMANCE According to the latest investor report from July 2025, the outstanding principal amounts were EUR 246.9 million for Class A, EUR 66.8 million for Class B, and EUR 10.0 million for Class J. As of July 2025, the balance on the Class A notes had amortized by 51.5% since issuance and the current aggregated transaction balance was EUR 323.8 million. As of June 2025, the transaction was underperforming the initial business plan expectations. The actual cumulative gross collections equaled EUR 389.2 million, whereas the initial business plan estimated cumulative gross collections of EUR 622.6 million for the same period. Therefore, as of June 2025, the transaction was underperforming by EUR 233.4 million (-37.5%) compared with the initial business plan expectations. At issuance, Morningstar DBRS estimated cumulative gross collections for the same period of EUR 499.1 million at the BBB (low) (sf) stressed scenario and EUR 608.6 million at the CCC (sf) scenario. Therefore, as of June 2025, the transaction was performing below Morningstar DBRS' initial stressed expectations in the BBB (low) (sf) scenario and the CCC (sf) scenario. Pursuant to the requirements set out in the master amendment agreement signed on 28 May 2024, the Special Servicer is required to provide an updated business plan on a yearly basis, starting in 2025, upon approval by the Committee of the Noteholders. Morningstar DBRS has not received an updated portfolio business plan for the current year, as the plan has not received approval yet. According to the updated business plan, provided by the Special Servicer in 2024, the Special Servicer's expected future collections from July 2025 amount to EUR 151.5 million. In Morningstar DBRS' CCC (sf) (or below) scenarios, the Special Servicer forecast was adjusted in terms of actual collections to the date and timing of future expected collections, and additionally, given that the availability of the data at the time the Special Servicer provided the updated portfolio business plan was limited because it was not appointed as Special Servicer yet, Morningstar DBRS did not give credit to the full amount of estimated collections in some positions where total amounts were substantially higher than in previous business plan reviews. Considering the material gap between the future expected collections and the current balance of the Class A notes, as well as senior costs and interest due on the notes, the full repayment of the Class A principal is increasingly unlikely, but considering the transaction structure, a payment default on the notes would likely only occur in a few years from now. Morningstar DBRS therefore downgraded the credit rating on the Class A notes to CC (sf). Same as the Class A notes, Morningstar DBRS believes it is increasingly unlikely that the Class B notes' obligations will be fully met at maturity. Therefore, Morningstar DBRS downgraded the credit rating on the Class B notes to C (sf). Nevertheless, given the characteristics of the Class B notes as defined in the transaction documents, Morningstar DBRS notes that a default would most likely be recognized only at the maturity or early termination of the transaction. The final maturity date of the transaction is in July 2038. Notes: All figures are in euros unless otherwise noted. =================== L U X E M B O U R G =================== IREL BIDCO: Fitch Affirms B+ IDR, Outlook Stable ------------------------------------------------ Fitch Ratings has affirmed Irel Bidco S.a.r.l.'s Issuer Default Rating at 'B+' with a Stable Outlook, and removed it from Rating Watch Negative. Fitch has also affirmed the senior secured rating on IFCO Management GmbH, the financing entity, at 'BB-' . Fitch has concurrently withdrawn the ratings. The resolution of the Rating Watch follows Stonepeak's acquisition of 50% of IFCO Group on 8 December 2025, and the repayment of all outstanding debt at closing. Fitch is withdrawing Irel Bidco's rating and the senior secured rating on IFCO Management GmbH as the former is undergoing a reorganisation and the term loan B was repaid. Fitch will no longer provide analytical coverage for Irel Bidco. KEY RATING DRIVERS Change of Ultimate Parent: IFCO Group in its current form, with Irel Bidco as its ultimate parent company has ceased to exist. Irel Bidco S.a.r.l. has assigned all the shares in its sole subsidiary Irel HoldCo GmbH to Node AcquiCo GmbH, a 100% subsidiary of Node HoldCo GmbH, which is now the parent company of the new IFCO Group. RATING SENSITIVITIES Not applicable as the ratings have been withdrawn. ISSUER PROFILE IFCO runs a global network of reusable plastic container operations, servicing about 550 retailers and more than 18,000 growers worldwide. RATING ACTIONS Rating Prior ------ ----- Irel Bidco S.a.r.l. LT IDR B+ Affirmed B+ LT IDR WD Withdrawn IFCO Management GmbH senior secured LT BB- Affirmed RR3 BB- senior secured LT WD Withdrawn ===================== N E T H E R L A N D S ===================== ACCELL GROUP: Fitch Lowers 1.5 Lien Facility Rating to 'CCC+' ------------------------------------------------------------- Fitch Ratings has affirmed Accell Group Holding B.V.'s Long-Term Issuer Default Rating (IDR) at 'CCC'. Fitch has also affirmed the senior secured debt ratings of Accell's EUR274 million super senior facility at 'B' with a Recovery Rating of 'RR1'; and its EUR83.4 million second-lien term loan at 'CC'/'RR6'. Fitch has downgraded Accell's EUR394 million 1.5 lien facility to 'CCC+'/'RR3', from 'B-'/'RR2' following issuance of additional super senior secured debt of EUR100 million. The affirmation reflects Fitch's expectation of persistently weak liquidity, negative free cash flow (FCF) and excessive leverage over the next three years, given Fitch's assumption of limited EBITDA recovery due to a prolonged downturn in the bicycle market. KEY RATING DRIVERS Poor Liquidity: Fitch expects Accell's liquidity to remain weak in 2025-2027 due to ongoing operational pressures and negative FCF. This is despite enhanced flexibility from the capitalisation of cash interest of EUR28.6 million in 2025 and EUR45 million-50 million annually in 2026 and 2027. Fitch views potential asset sales as an alternative liquidity source, albeit with execution risk. In 10M25, Accell generated EUR20 million from divestments of equity investments and disposals of land/real estate, and it has further asset sale plans for 2026. Accell is required to maintain a minimum cash balance of EUR15 million under its liquidity covenant, which it met as of end-September 2025. From January 2026 the covenant minimum cash balance steps up to EUR27.5 million. Any weaker-than-expected operating performance would pressure liquidity and heighten the risk of a covenant breach. 2025 Losses Decline, Break-even 2026: Fitch expects EBITDA to remain negative in 2025, although losses should narrow markedly versus the EUR350 million-400 million negative EBITDA in 2023-2024. The improvement is driven by a better product mix and less aggressive discounting. Gross margin improved to around 15% in 10M25 versus negative 6%-8% in 2023-2024. Fitch expects EBITDA to reach break-even in 2026 as inventory mix improves with a larger share of active collections, and further cost-reduction measures, including the company's second wave of cost savings targeted for completion in 2026. Negative Free Cash Flow: Fitch expects FCF to remain largely negative through 2025-2027, driven by weak EBITDA generation, at up to negative EUR30 million annually. Fitch anticipates working-capital inflows in 2025-2026 during the inventory reduction phase, while reversing to slight outflows from 2027 as inventories rebuild assuming resumption of revenue growth from that year. Accell continues to actively manage working capital to improve payment terms and accelerate collections to support further normalisation of the net working-capital requirement (2024: 56% of revenue). Excessive Leverage: Fitch expects leverage to remain above 20x during 2025-2027, even after debt reduction within the restricted group following the distressed-debt exchange (DDE) in February 2025. Accell secured an additional EUR100 million of senior secured facilities at the operating company level in June-July 2025, further increasing leverage, especially in view of still slow EBITDA recovery. Ongoing Turnaround; Moderate-to-High Execution Risk: Accell's turnaround targeted for conclusion in 2026 carries moderate-to-high execution risk, despite some positive results in 2025. Strategic initiatives include operational restructuring to drive efficiencies, optimisation of manufacturing footprint, pricing strategy revisions, and marketing adjustments. Fitch believes the ratings will be largely dependent on the stabilisation of operations, with execution risks of the turnaround increased by industry weakness and frequent senior management changes. Sustained Weak Market; Redeemable Business: Fitch expects weak consumer sentiment to continue pressuring sales of discretionary goods. Fitch expects Accell's revenue to decline about 15% in 2025 and a further 9% in 2026 on lower volumes, partially offset by higher pricing from reduced discounting and an improved product mix. Fitch expects mid-single-digit revenue growth in 2027-2028, primarily on sales volume recovery. The ratings remain supported by Accell's redeemable business model, with a leading position in Europe's e-bike segment with recognised brands and product offering, and being a major supplier of bicycle parts and accessories. PEER ANALYSIS Accell's ratings are higher than that of Oriflame Investment Holding Plc (C), which is in a prolonged discussion about recapitalisation with its lenders and has recently obtained consent solicitation among its noteholders. Oriflame is burdened by high debt service against collapsed profitability and operational difficulties, whereas Accell's completion of its DDE earlier this year provides extra financial flexibility, justifying the multiple-notch rating difference FITCH'S KEY RATING-CASE ASSUMPTIONS - Revenue to decline 15% in 2025 and 9% in 2026, followed by growth of 4.5%-5.5% a year in 2027-2028 - EBITDA at a negative EUR17 million in 2025, before recovering toward EUR3 million in 2026 and gradually toward EUR47 million by 2028 - Net working capital inflows in 2025-2026, mainly driven by inventory reduction, before reversing to slightly negative in 2027-2028 for inventory build-up - Annual capex at 1% of revenue in 2025-2028 RECOVERY ANALYSIS Fitch's recovery analysis assumes Accell would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch assumes a 10% administrative claim. Fitch estimates GC EBITDA at EUR100 million, which reflects its view of Accell's underlying earning capacity, supported by its attractive product offering, and brand value. Fitch uses an enterprise value/EBITDA multiple of 5.5x to calculate a post-reorganisation valuation, which takes into account Accell's position as an industry leader with attractive long-term demand fundamentals. This should allow it to benefit from positive market trends once current operational and market challenges are resolved. Fitch views Accell's EUR274 million super senior secured facility (including the additional EUR100 million obtained in 2H25) as ranking senior to its EUR394 million 1.5 lien facility, both due in May 2030, and senior to its EUR84 million second-lien facility, due in June 2031. Fitch views Accell's EUR100 million securitisation facility and EUR110 million asset-backed loan as being available during and after distress, based on Accell's record of access to these asset-backed facilities during 2023 and 2024. The waterfall analysis generated a ranked recovery for the EUR274 million facility in the 'RR1' band, indicating a 'B' rating, for the EUR394 million 1.5 lien facility in the 'RR3' band, indicating a 'CCC+' rating, downgraded from 'B-'/RR2 following the EUR100 million facility obtained in 2H25, and for the EUR83.4 million second-lien facility in the 'RR6' band, indicating a 'CC' rating. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material liquidity deterioration, due to persistently negative operating profit or a lack of recovery in FCF generation - Indication of further debt restructuring that Fitch would classify as a DDE Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improving operating performance with EBITDA margins above 6% - Neutral FCF margins supporting greater liquidity headroom - EBITDA leverage below 10x and EBITDA interest coverage above 1.5x on a sustained basis LIQUIDITY AND DEBT STRUCTURE Fitch estimates Accell will have a limited freely available cash balance at end-2025 of EUR13 million, after restricting EUR15 million for daily operational purposes. Accell's asset-backed loan and securitisation facilities will be due in 2028, while most of its debt is due in 2030 and 2031. ISSUER PROFILE Accell is a Netherlands-based bicycle company, the European leader in e-bikes, with well recognised brands and products. RATING ACTIONS Rating ------ Accell Group Holding B.V. LT IDR CCC Affirmed super senior LT B Affirmed RR1 Senior Secured 2nd Lien LT CCC+ Downgrade RR3 Senior Secured 3rd Lien LT CC Affirmed RR6 =========================== U N I T E D K I N G D O M =========================== CLARA.NET HOLDINGS: Fitch Downgrades LongTerm IDR to 'B-' --------------------------------------------------------- Fitch Ratings has downgraded Clara.net Holdings Limited's (Claranet) Long-Term Issuer Default Rating (IDR) to 'B-' from B. Fitch has also downgraded the group's senior secured debt rating to 'B' with a Recovery Rating at 'RR3' from 'B+'/'RR3'. The downgrade reflects weak operating performance and high customer churn resulting in a worse leverage position. Fitch now expects Fitch-defined EBITDA leverage to decline from 7x in financial year ending June 2025 (FY25) towards 6x by FY27 (versus 5.0x expected previously). Given weak Fitch-defined free cash flow (FCF) generation, this leverage is more consistent with a 'B-' IDR. Management actions to improve operating performance are showing positive indications on churn and pipeline, which Fitch reflects in the Stable Outlook. Claranet has options and time available to refinance its upcoming debt maturities, the earliest by January 2028, but a lack of progress over the next 18 months, along with reduced liquidity headroom and limited leverage reduction could put further pressure on the rating. Fitch said, "We have withdrawn the instrument rating on the GBP80 million term loan B (TLB) issued at Claranet Finance Limited. The TLB was fully repaid from proceeds of the sale of the Portugal business unit." KEY RATING DRIVERS High Leverage: EBITDA leverage reached 7x, excluding Portugal, in FY25 due to weak operating performance in remaining business units, exceeding Fitch's expectations of pro forma leverage of 5.4x. Fitch forecasts a moderate decline to 6.6x in FY26 and 6x in FY27, underpinned by gradually improving revenue and Fitch-defined EBITDA. The limited EBITDA scale of the business relative to its total gross debt, when including local debt, adversely amplifies underperformance. Fitch believes leverage is high and deleveraging will be slow, absent better-than-forecast revenue and EBITDA growth. High Churn Drives Underperformance: Claranet materially underperformed Fitch's expectations on revenue and EBITDA for FY25. Revenue declined by 8% versus FY24, affecting all remaining regions. Churn, as defined by Claranet, is typically low double digits, but was further increased during FY25. The portfolio experienced scope reductions, client losses, project delays and lower new pipeline conversion. The sales environment has been challenging in UK and Western Europe due to economic pressures. However, sales execution and management issues in certain geographies also contributed. Improvements, Execution Risk: Claranet has implemented changes in senior management, refreshed its sales teams, and enacted cost efficiencies to become leaner, better aligned to its smaller scale. The sales environment remains challenging, but the pipeline is gradually improving, with projects secured across services and regions. Churn has sequentially improved over the last six months. Fitch believes Claranet has made positive steps, but would need to see sustained progress in key performance indicators, critically churn and pipeline conversion to secured recurring revenue to gain confidence that execution risks are manageable and revenue visibility has improved. Cautious Outlook: Fitch forecasts EBITDA margin expansion from 13% in FY25 to 15% in FY28, with sales growth in low to mid-single digits weighted to FY27-FY28. Fitch remains cautious on revenue growth given the company's recent record, but Claranet benefits from underlying industry trends that could yield higher growth. High Capex, Weak FCF: Fitch forecasts marginally negative FCF in FY26, turning mildly positive in FY27-FY29. Capex incurs the largest cash contribution after interest. Spend is shifting from customer specific to shared platforms. This can be beneficial for FCF growth derived from economies of scale owing to greater scalability and standardisation, provided a healthy pipeline of new business can be generated. Near-term capex was affected by higher maintenance capex than anticipated in Brazil and expediting of certain projects. Capex intensity will remain 8% of sales in FY26-FY27 before declining to 6% in FY28. Rising Refinancing Risk: Claranet's consistently high leverage until FY28 drives Fitch's assessment of increasing refinancing risks, with the revolving credit facility maturing in January 2028. Claranet's TLB matures in July 2028. Fitch believes Claranet still has time to execute its refinancing but slow deleveraging if combined with poor cash flows would make it reliant on credit market conditions to be highly favourable when maturities fall due. Satisfactory Liquidity: Claranet retains headroom to draw on its EUR75 million RCF (EUR69.2 million after July 2026) under its senior facilities agreement as it remains below the company-defined senior secured net leverage covenant, set at 6.6x. The company has access to GBP11 million of cash on deposit at parent Claranet International Ltd, which can be made available to the restricted group at short notice. Nonetheless, there are limited additional immediate alternative liquidity sources following the sale of the Portugal business unit. Claranet holds IPv4 addresses, which can be sold but would be unlikely to generate material cashflows. Sub-Enterprise Focus: A focus on servicing small and medium businesses, and sub-enterprise clients shields Claranet from competition from larger IT integrators. However, AI could offer opportunities for rationalising the scope of services provided by IT providers. This could introduce medium-term technology risks as capabilities advance. In the near-term, Fitch believes the target customer base places greater value on localised and personalised support, with AI-based tools providing value. This underpins recurring revenues of around 80% including usage-based revenue. However, some of its clients also remain at greater risk of economic distress and consolidation. Cloud and Cyber Growth Drivers: Third-party research indicates CAGR of 9% in private cloud, 16% for public cloud and 10% for cybersecurity for 2023-2027. The trend reflects a move towards global IT outsourcing from on-premise applications, where Claranet has a proven record of managing cloud-based and cloud-agnostic, mission-critical applications, less immediately prone to vendor replacement risk. It has partnerships and certifications with large public cloud and technology partners. Claranet has struggled to fully capitalise on positive industry trends in recent years, partly due to organisational and sales execution issues. PEER ANALYSIS Claranet's range of offered services has some overlap with large IT services companies such as Atos S.E. (B-/Positive), DXC Technology Company (BBB-/Stable), Capgemini SE and Accenture plc, but on a much smaller scale as it caters to primarily small and medium-sized companies, a segment that is typically underserved by larger peers. Atos is undergoing a financial and operational restructuring, rendering its credit profile materially weaker relative to its scale and service capabilities. TeamSystem S.p.A. (B/Stable), Unit4 Group Holding B.V. (B/Stable), and Dedalus SpA (B-/Stable) are software service providers with loyal customer bases, as underlined by their low churn rates. This, together with their stronger market positions and recurring revenue, provides more debt capacity than Claranet. Claranet and Ainavda Parentco AB (B/Stable) have comparable business and financial profiles as managed services providers with a traditionally acquisitions-driven growth strategy. This strategy has led to high leverage and modest interest coverage for both. Ainavda Parentco benefits from a larger scale, but Claranet has favourable EBITDA margins and wider geographic diversification. FITCH'S KEY RATING-CASE ASSUMPTIONS - Revenue growth of 2%-5% in FY26-FY29 - Fitch-defined EBITDA margin of 14% in FY26 rising to 15% in FY28 (EBITDA defined as pre-IFRS16 adjusted for a portion of R&D treated as operating expense) - Capex, excluding expensed R&D, at 8% of sales in FY26, 7% in FY27 and 6.3% in FY28-FY29 - No dividends or M&A (except outflows for contingent earn-outs of less than EUR1 million) - GBP19.5 million shareholder loan treated as equity RECOVERY ANALYSIS The recovery analysis assumes that Claranet would be reorganised as a going concern (GC) in bankruptcy rather than liquidated, given the technical expertise within the group and its stable customer base. Fitch uses a post-restructuring EBITDA of GBP38 million. Fitch applies an enterprise value multiple of 5.5x to the GC EBITDA to calculate a post-reorganisation enterprise value of GBP188.1 million, after deducting 10% for administrative claims to account for bankruptcy and associated costs. The multiple is in line with that of other similar software and managed services companies. Fitch would expect a default to come from higher competitive intensity or technological risk leading to customer and revenue losses. After restructuring, Claranet may be acquired by a larger company, capable of transitioning its clients onto an existing platform, discontinue certain business lines or cut back its presence in certain geographies, reducing scale. Fitch's waterfall analysis generated a ranked recovery of 'B'/'RR3' for the EUR290 million TLB. Fitch considers the EUR75 million RCF equally ranking and fully drawn in a default. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weak operating performance driving Fitch-defined EBITDA leverage above 7.0x for a sustained period and indicating growing refinancing risk - Consistently negative to neutral FCF in combination with a partial permanent draw on the RCF leading to minimal available liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch-defined EBITDA leverage below 5.5x on a sustained basis with a disciplined M&A strategy and positive operating trends including an improving share of recurring and usage-based revenues - Consistently positive FCF margin - Fitch-defined EBITDA interest coverage above 2.0x on a sustained basis LIQUIDITY AND DEBT STRUCTURE Claranet had GBP22 million cash on its balance sheet and around GBP50 million undrawn on its RCF in FY25 (based on foreign exchange rates at the time), available for general corporate purposes. Fitch forecasts balance-sheet cash averaging GBP15 million-20 million in FY26-FY29 including drawn RCF. The group has extended the maturity on EUR69.2 million of its EUR75 million RCF to January 2028 with the remaining EUR5.8 million due to mature in July 2026. The EUR290 million TLB will mature in July 2028. ISSUER PROFILE Claranet is a medium-sized provider of managed IT services primarily focusing on cloud-related services for small and medium-sized companies and the sub-enterprise customer segment. It also offers cybersecurity, connectivity and workplace solutions. RATINGS ACTION Rating Prior ------ ----- Claranet Finance Limited senior secured LT WD Withdrawn B+ Clara.net Holdings Limited LT IDR B- Downgrade B Claranet Group Limited senior secured LT B Downgrade RR3 B+ DBMS 2025-1: DBRS Finalizes BB Rating on Class E Notes ------------------------------------------------------ DBRS Ratings Limited finalized the provisional credit rating actions to the following classes of notes issued by DBMS 2025-1 DAC (the Issuer): -- Class A at AAA (sf) -- Class B at AA (low) (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (sf) All trends are Stable. CREDIT RATING RATIONALE The transaction is a securitization of 81.4% of a GBP 538.7 million floating-rate commercial real estate (CRE) loan originated by Deutsche Bank A.G. (DB), London Branch and Morgan Stanley Bank, N.A. (MSBNA; collectively the lenders) and backed by a portfolio of 64 properties located throughout the UK: 59 industrial and logistics (I&L) properties, one retail warehouse park, and four I&L development sites. On the closing date, MSBNA retained an interest of GBP 100 million of the outstanding loan balance equivalent to 18.6% of the loan. DB and Morgan Stanley Principal Funding, Inc. (MSPFI) acted as loan sellers and securitized a share of respectively 61.4% and 38.6% of a portion of the loan in an amount of GBP 438.7 million representing the securitized loan. For the purpose of satisfying the risk retention requirements, MSBNA, as a majority-owned affiliate of the retaining sponsor (MSPFI), acted as initial Issuer lender and advanced GBP 23.3 million to the Issuer (the Issuer loan), while retaining a portion of GBP 9 million (38.6% of the Issuer loan) and transferring the remaining portion of GBP 14.3 million (61.4%) by way of novation to DB as the new Issuer lender (together, the Issuer lenders). The proceeds of the Issuer loan were applied by the Issuer as consideration towards the purchase of the securitized loan from the loan sellers. A portion of the proceeds of the issuance of the Class A notes in an amount equal to GBP 26.1 million, together with GBP 1.4 million of the amount drawn under the Issuer loan, were used to fund the Issuer liquidity reserve on the closing date in an aggregate amount equal to GBP 27.5 million. The obligors under Tilstone Holdings Limited (Tilstone) and Wapping Bidco Limited (Bidco) are entities owned and managed by the Blackstone Group or its affiliated entities (Blackstone or the sponsor). The loan is regulated by Term Facility A (GBP 330 million) and Term Facility B (GBP 208.7 million), entered into between the lenders and the borrowers on 26 November 2025. The purpose of Term Facility A is to refinance the indebtedness of members of Warehouse REIT Limited (Target Group or Target) of Blackstone's portfolio of I&L assets and to finance or refinance the transaction costs. All amounts drawn under Term Facility B shall be used to refinance the acquisition of shares in the Target Group, to pay for general corporate purposes and the transaction costs. The loan bears interest at a floating rate equal to three-month Sterling Overnight Index Average (Sonia) (subject to zero floor), plus a loan margin of 2.2% per annum (p.a.). Following any reverse sequential prepayment, the margin in respect of the applicable securitized loan shall be reduced by an amount equal to the absolute percentage reduction in the weighted-average (WA) note margin. The loan is interest only (IO) and does not benefit from any scheduled amortization, either before or after any permitted change of control (PCOC). The loan is initially expected to mature in February 2028 (the initial repayment date) with three one-year extension options available to the borrower, conditional upon satisfactory hedging being in place prior to each extension and no nonpayment, insolvency, or insolvency proceedings related event of default (EOD) continuing at the relevant time. The loan includes the following cash trap covenants: a loan-to-value ratio (LTV) greater than 77.5% and/or a debt yield (DY) less than 6.27%. The loan also features EOD financial covenants following any PCOC, set out as follows: the LTV EOD financial covenant is set at the LTV being greater than the LTV as at the PCOC date + 15 percentage points, and the DY EOD financial covenant is set at the DY being lesser than 85.0% of the DY as at the PCOC date. The sponsor can dispose of any assets, in whole or in part, securing the loan by repaying a release price of 100% of the allocated loan amount (ALA) of any development land and for the first 10% by value of the property portfolio or 105% if, immediately following completion of that disposal, the DY will be lower than the higher of (1) 7.83%; and (2) the DY on the interest payment date (IPD) falling immediately prior to the date of that disposal. The release price is set at 105% for the next 10% by value of the property portfolio and at 110% for the remaining properties. Following the PCOC date, it is set at 115%. Release prices will reduce pro rata for any partial disposal, land plot disposal, and partial expropriation. Morningstar DBRS understands that no interest rate hedging is yet in place on the loan, but is expected to be put in place shortly after the closing of the securitization. The aggregate notional amount of the hedging transactions in respect of the loan is expected to be at least 95% of the outstanding principal amount of the loan. Morningstar DBRS understands, based on information provided by the arrangers, that the initial hedging is expected to be via an interest rate cap with a strike rate of 4.5% expiring on or after the first extended loan repayment date. Further, the borrower is obligated to ensure that the maximum hedging rate is no more than the higher of (1) 4.50% p.a.; and (2) the rate that ensures that, as at the date on which the relevant hedging transaction is contracted, the hedged interest coverage ratio (ICR) is not less than 1.25 times (x). However, if any hedging transaction is in the form of a swap and if the market prevailing swap (fixed leg) rate at that time is lower than each of (1) and (2) above, such market prevailing swap (fixed leg) rate on the date on which the relevant hedging transaction is contracted would be the maximum hedging rate. Furthermore, in the event of one or more extensions to the loan maturity date beyond February 2028, there is an obligation to extend the hedge every year for the remaining term of the loan. Failure to extend the hedging arrangement such that it is co-terminus with the expected final repayment date on the loan would constitute an EOD under the transaction documents. Morningstar DBRS, however, notes that the transaction documents contemplate and provide for such extension of hedging arrangements, following the same requisite criteria for the maximum hedging rate as described above. The portfolio comprises 59 I&L properties, one retail park, and four development land plots across the UK. The majority of the portfolio is located in the Midlands, South East, and North West, representing respectively 24.5%, 23.8% and 26.9% of market value (MV) in the portfolio. The remainder of the portfolio is spread across the Greater London, South West, Yorkshire and Scotland. Most of the portfolio comprises standing logistics assets (88.7%) 85% of the portfolio is multi-let estates, and the remaining 15% is mid-big box warehouses. Morningstar DBRS understands that the assets are strategically positioned to serve key supply chains. As of 30 September 2025, Savills Advisory Services Limited (Savills) estimated the portfolio's MV at GBP 828.8 million under the special assumption of being held in a special-purpose vehicle (SPV), as Savills estimated a portfolio premium based on nil Stamp Duty Land Tax (SDLT). The aggregate MV of the 64 properties based on the sum of the individual values of each of the assets, without factoring in any additional premium, stands at GBP 761.4 million. This translates into day-one LTVs of 65.0% based on MY with nil SDLT and 70.7% when based on the properties' aggregate MV. As of the cut-off date, the property portfolio totaled seven million square feet (sf) of gross lettable area (GLA) let to more than 400 different tenants at an average occupancy rate of 90.0% by GLA. At the cut-off date, the portfolio generated GBP 45.2 million of gross rental income (GRI) and GBP 42.2 million of net operating income (NOI). Compared with the portfolio estimated rental value (ERV) of GBP 58.8 million (based on full occupancy) provided in the Savills valuation report, the portfolio has strong reversionary potential. The tenant base is diversified across wholesale commerce and distribution, food and general manufacturing, services and utilities, and transport and logistics. The top 10 tenants by GRI contribute 26.6% of total GRI, while the largest tenant accounts for 5.4%. The portfolio's WA lease term to break (WALTB) and WA lease term to expiry (WALTE) are 3.6 years and 5.2 years, respectively. This is relatively short, with more than 50% of the gross rent reaching break/expiration by the end of 2028 on a cumulative basis. However, this also offers reversionary potential as the portfolio is under-rented. Morningstar DBRS' long-term sustainable net cash flow (NCF) assumption for the portfolio is GBP 38.5 million p.a., which represents a haircut of 8.9% to the in-place portfolio NOI of GBP 42.2 million at cut-off. Based on Morningstar DBRS' long-term sustainable capitalization rate (cap rate) assumption of 6.6%, the resulting Morningstar DBRS Value is GBP 609.6 million, which reflects haircuts of 19.9% and 26.4% to Savills' aggregate MV and portfolio MV, respectively. The loan LTV at the Morningstar DBRS Value is 88.4%. On the closing date, an Issuer liquidity reserve was funded in an amount of approximately GBP 27.5 million. Funds in the Issuer liquidity reserve ledger are available to fund, inter alia, payments of interest in respect of the Class A notes, the Class B notes, the Class C notes, and the Class D notes. Based on the strike cap rate of 4.5%, Morningstar DBRS estimates the liquidity facility support is equivalent to approximately 12 months of interest coverage on Classes A through D or approximately 11.4 months of coverage based on a 5.0% Sonia cap after expected maturity. The liquidity reserve will be reduced based on note amortization, if any, and in the event of a substantial decline in the properties' value. The aggregate amount of interest due and payable on the Class E notes is subject to an available funds cap where the shortfall is attributable to an increase in the WA margin of the notes arising from any sequential allocation of principal repayments to the notes. The transaction features a Class X interest diversion structure to enable trapping any excess spread at the Issuer level under certain circumstances. The diversion is triggered by: (1) a loan failure event, (2) the DY falling below 6.27%, or (3) the LTV exceeding 77.5%. Once triggered, any interest and prepayment fees due to the Class X noteholders will instead be paid directly into the Issuer's transaction account and credited to the Class X diversion ledger. The diverted amount will be released once the trigger is cured. Only following a loan failure event that is continuing, the expected note maturity, or the delivery of a note acceleration notice can such diverted funds be used to amortize the notes and the Issuer loan. The legal final maturity of the notes is in February 2036, five years after the final loan repayment date in February 2031. Morningstar DBRS believes that a minimum five-year legal tail period provides sufficient time to enforce on the loan collateral and ultimately repay the noteholders. Notes: All figures are in British pound sterling unless otherwise noted. DUNFORD WOOD: Oury Clark Appointed as Joint Administrators ---------------------------------------------------------- Dunford Wood NH Limited was placed into administration proceedings in the High Court of Justice, Business & Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-008908, and Nick Parsk and Carrie James of Oury Clark Chartered Accountants were appointed as joint administrators on Dec. 16, 2025. The company, trading as 6 Portland Road, operated a licensed restaurant. Its registered office is at 5 Regent Street, London, NW10 5LG. Its principal trading address is 6 Portland Rd, London, W11 4LA. The joint administrators can be reached at: Nick Parsk Carrie James Oury Clark Chartered Accountants Herschel House 58 Herschel Street Slough, SL1 1PG Further details contact: Joint Administrators Tel: 01753 551111 Email: IR@ouryclark.com Alternative contact: Henry Everitt INNOVATION CONTROL: FRP Advisory Appointed as Administrators ------------------------------------------------------------ Innovation Control (Property) Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts, Court No. CR-2025-MAN-001727, and Lila Thomas and Jessica Leeming of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 15, 2025. The company, trading as Friargate Court, specialized in the buying and selling of own real estate. Its registered office is at 225 Market Street, Hyde, SK14 1HF to be changed to FRP Advisory Trading Limited, Derby House, 12 Winckley Square, Preston, PR1 3JJ. Its principal trading address is Friargate Court, 154 Market Street West, Preston, PR1 2EU. The joint administrators can be reached at: Lila Thomas Jessica Leeming FRP Advisory Trading Limited Derby House, 12 Winckley Square Preston, PR1 3JJ Further details contact: The Joint Administrators Email: cp.preston@frpadvisory.com Phone: 01772 440700 IVC ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed IVC Acquisition MidCo Ltd's (IVCE) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed VetStrategy Canada Holdings Inc's US dollar-denominated term loan B (TLB) and IVC Acquisition Ltd's sterling- and euro-denominated TLBs at 'B' with Recovery Ratings of 'RR4'. IVCE is the top entity of the new restricted group. IVCE's rating balances its high leverage and temporarily subdued free cash flow (FCF) with a robust business model. The latter is reflected in the group's leading positions in its core markets in a non-cyclical sector with organic growth and consolidation opportunities. The rating also reflects strong shareholder support over 2023-2024. The Stable Outlook reflects Fitch's expectations of broadly stable EBITDA margins despite pressure in Canada and regulatory uncertainty in the UK, stable EBITDAR leverage of around 7.0x and improving FCF as extraordinary costs gradually decrease. KEY RATING DRIVERS Stable Organic Performance: Fitch said, "We estimate organic revenue to have declined in FY25 (year-end September) by about 2%, mostly driven by weak markets in Canada and The Netherlands. Fitch also expects organic revenue growth of 1.5% in FY26-FY27, mainly driven by mainland Europe. Fitch expects Canada sales to improve in FY26 and to resume growth from FY27. Fitch expects IVCE's organic growth to rise closer to historical levels in FY28, due partly to the aging of the large numbers of pets adopted during the pandemic. Fitch-adjusted EBITDA margins should be resilient at around 16% in FY25-FY27 (FY24: 15.5%) as cost efficiencies offset pricing pressures." Potential Pressure in UK: Fitch said, "We assume UK operations will experience temporary weakness in FY27 following the implementation of measures in response to the Competition and Markets Authority's (CMA) final decision on its market investigation into the UK veterinary services market. A provisional decision was published in October 2025 but is subject to change. We see uncertainty around the content of the final CMA decision - expected between March and May 2026 - and its impact on IVCE, but we assume it will lead to manageable one-off costs and pricing pressure. We consider the potential for a much harsher-than-expected decision to be event risk." Temporarily Weak but Improving FCF: Fitch said, "We expect IVCE's FCF to improve in FY26 as extraordinary costs gradually decrease and variable interest rates fall, after a large outflow of an estimated GBP140 million in FY25. We estimate underlying FCF to have been mildly positive in FY25, excluding a one-off GBP146 million payment related to four months of additional interest due to a change to quarterly from bi-annual payments. We expect neutral to positive FCF in FY27-FY28, subject to the magnitude of any additional extraordinary costs related to the CMA decision." M&A Driven Expansion: Fitch said, "We expect IVCE to continue its consolidation in highly fragmented markets in mainland Europe. We assume annual value-accretive acquisitions of GBP200 million-350 million, which we assume will be mostly financed with debt. We expect the group to focus its M&A efforts in mainland Europe. We consider execution risk on bolt-on acquisitions to be limited given IVCE's record and its strengthened systems and processes. Fitch believes that acquisitions will remain discretionary and may be paused to prioritise deleveraging." High Leverage: Fitch said, "We estimate EBITDAR leverage was broadly unchanged at 6.7x in FY25 (FY24: 6.8x). We forecast the metric to increase towards 7.0x in FY26 as a modest rise in EBITDA is offset by higher debt raised to finance acquisitions and slightly negative FCF. We expect EBITDAR leverage to then remain broadly stable at around 7.0x in FY27 and FY28, as we assume the group will continue to finance acquisitions with debt. Fitch believes IVCE's refinancing risk is mitigated by its resilient business profile and improving FCF. Its revolving credit facility (RCF) matures in December 2028." Leading Market Positions: IVCE is the leading veterinary service provider in Europe, with an integrated service offering and a strong medical and customer focus. The acquisition of Vetstrategy in 2021 and its integration have increased IVCE's business scale and extended its geographic footprint to Canada, which contributes around a fifth of its revenue. The group plans to focus on increasing economies of scale, consolidating the fragmented animal healthcare market and creating leading regional veterinary chains, supported by common head-office functions. Committed Shareholder Base: IVCE's credit profile is supported by a record of strong shareholder support, as demonstrated by the GBP1.2 billion raised over 2023-2024 from its existing shareholder base. This, combined with EBITDA expansion, helped reduce EBITDAR leverage to 6.8x in FY24 from close to 11x in FY22. Fitch believes shareholder support is likely in the event of material underperformance or a large acquisition. PEER ANALYSIS Fitch assesses IVCE under its Generic Navigator Framework, taking into consideration the animal care and consumer service characteristics driving its business profile. IVCE's strategy of consolidating a fragmented care market and generating benefits from scale and standardised management structures is similar to the strategies of other Fitch-rated health care operations, such as laboratory services and dentist chains. However, the animal care market is less regulated than human healthcare, which allows for greater operational flexibility, but also makes spending more discretionary in an otherwise defensive profile. Fitch said, "We expect IVCE's leverage to be higher than those of dentist chains Colosseum Dental Finance BV ( (B/Stable) and Donte (Romansur Investments SL; B/Stable); hospital providers Schoen Klinik SE (B+/Stable) and Mehilainen Yhtyma Oy (B/Stable); slightly higher than those expected for diagnostic testing providers Inovie Group (B/Stable), Biogroup (Laboratoire Eimer Selas, B/Stable) and Synlab (Ephios Subco 3 S.a.r.l.; B/Stable); fertility provider Inception Holdco, S.a.r.l (B/Stable); and hospital providers Almaviva Developpement (B/Stable) and Median B.V. (B-/Positive)." IVCE's EBITDA margins are lower than those of Inception, Inovie and Biogroup, in line with those of Colosseum and Donte, and higher than those of most hospital providers and Synlab. FITCH'S KEY RATING-CASE ASSUMPTIONS - Flat organic revenue in FY25, before rebounding to 1.5% in FY26- FY27 on average, and improving to low-to-mid single digits in FY28 - Fitch-defined EBITDA margin up at 16.2% in FY25 and to remain unchanged in FY26, before easing to 15.8% in FY27 due to rising costs. EBITDA margin at 16% in FY28, supported by costs savings and synergy realisation - Fitch-adjusted operating leases at 4.3% of revenue to FY28 - No material working capital fluctuations - Capex at 4%-4.4% of revenue in FY25-FY28 - Contingency consideration payments of around GBP35 million a year in FY25-FY26 and GBP45 million in FY27-FY28 - M&A of up to GBP330 million a year in FY25-FY28 at 10x enterprise value/EBITDA valuation - No dividends to FY28 RECOVERY ANALYSIS Fitch said, "We would expect IVCE to be restructured in a default and to continue operating as a going concern (GC) as we believe this approach will maximise recoveries over a liquidation of the assets." Fitch estimates a distressed EBITDA of GBP410 million, factoring in planned M&A. Fitch's unchanged 6x distressed multiple leads to a distressed enterprise value of about EUR2.2 billion. Fitch said, "We assume its GBP618.5 million RCF to be fully drawn and ranking equally with the TLBs. We estimate the resulting recovery for the senior secured TLBs of around GBP4.7 billion, following an add-on, corresponding to a 'RR4' and translating into an instrument rating of 'B'." RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Aggressive debt-funded acquisitions at high multiples or weak operating performance leading to weakened financial metrics, including: - EBITDAR leverage sustained above 7.5x (pro forma for acquisitions) - EBITDA margin falling below 14% - Negative or neutral FCF on a sustained basis - EBITDAR fixed charge coverage sustained below 1.5x Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful integration of acquired operations in combination with increasing scale and profitability, or material shareholder support in the form of equity injection, leading to sustained improved financial metrics, including: - EBITDAR leverage sustained below 6.0x - EBITDA margin sustained above 17% - FCF margin in mid-single digits on a sustained basis - Satisfactory financial flexibility with EBITDAR fixed charge cover sustained above 2.0x LIQUIDITY AND DEBT STRUCTURE At FYE25, IVCE had Fitch-defined readily available cash of EUR233 million (after adjustment for restricted cash of EUR20 million). It has no material upcoming debt repayment maturities. Liquidity sources are more than sufficient to cover expected slightly negative FCF in the next 12 months. Its available GBP619 million RCF is due February 2028 and provides additional support to IVCE's liquidity. IVCE's sources of funding are concentrated and consist of GBP4 billion first-lien TLBs with its euro-, sterling- and US dollar-denominated tranches due in December 2028. ISSUER PROFILE IVCE is the largest veterinary care services group in Europe and Canada, with a presence in about 20 countries. RATING ACTIONS Rating Prior ------ ----- IVC Acquisition Midco Ltd LT IDR B Affirmed B IVC Acquisition Ltd senior secured LT B Affirmed RR4 B VetStrategy Canada Holdings Inc. senior secured LT B Affirmed RR4 B LIDSTERS OF WORKSOP: AMS Business Appointed as Administrators ------------------------------------------------------------- Lidsters of Worksop Ltd (formerly Starblend Limited) was placed into administration proceedings in the High Court of Justice, Business and Property Courts in England and Wales, Insolvency and Companies List, No CR2025LDS001196 of 2025, and Gareth Howarth and Philip Lawrence of AMS Business Recovery were appointed as joint administrators on Dec. 11, 2025. Its registered office is at 24 Swathwick Lane, Wingerworth, Chesterfield, S42 6QW. Its principal trading address is Unit 5, Cuckoo Wharf, Bridge Place, Worksop, S80 1DT. The joint administrators can be reached at: Gareth Howarth Philip Lawrence AMS Business Recovery 1 Hardman Street Manchester, M3 3HF Tel: 0161 413 0999 Further details contact: Marta Wziatek Tel: 0161 413 0999 Email: marta.wziatek@groupams.co.uk LIME PEOPLE SEARCH: Conselia Limited Appointed as Administrator --------------------------------------------------------------- Lime People Search & Select Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Company and Insolvency List, No LDS-001184 of 2025, and Richard Marchinton of Conselia Limited was appointed as administrator on Dec. 4, 2025. The company specialized in activities of employment placement agencies. Its registered office is at 7 Moorhead Lane, Shipley, BD18 4JH. Its principal trading address is 1 Field Street, Bradford, West Yorkshire, BD1 5BT. The administrator can be reached at: Richard Marchinton Conselia Limited Dalton House 1 Hawksworth Street Ilkley, West Yorkshire, LS29 9DU Tel: 0113 318 1533 For further information contact: Richard Marchinton Tel: 0113 318 1533 Email: richard.marchinton@ConseliaUK.com LOVELACE 01: DBRS Finalizes B Rating on Class F Notes ----------------------------------------------------- DBRS Ratings Limited finalized its provisional credit ratings on the notes issued by Lovelace 01 CBP PLC (the Issuer): -- Class A Notes at AAA (sf) -- Class B Notes at AA (high) (sf) -- Class C Notes at A (sf) -- Class D Notes at BBB (sf) -- Class E Notes at BB (high) (sf) -- Class F Notes at B (sf) The credit rating assigned to the Class D notes differs from the previously assigned provisional credit rating of BBB (low) (sf). This is mainly because of the different amortization of the fix-to-floating interest rate swap, which, together with the reduction of the current portfolio and notes balances to account for risk retention, improved the cash flow analysis of the notes in Morningstar DBRS' rating stress scenarios. Morningstar DBRS' credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date. Morningstar DBRS' credit ratings on the Class B to Class F Notes address the timely payment of interest once they are the most-senior class of notes outstanding and the ultimate repayment of principal by the legal final maturity date. Morningstar DBRS does not rate the Class Z and Class X Notes. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote, special-purpose vehicle incorporated in England, Scotland, and Wales. The notes issued funded the purchase of buy-to-let (BTL) assets originated by Cynergy Bank PLC (Cynergy; the Seller or the Originator). Cynergy acts as the servicer of the loans. CSC Capital Markets UK Limited acts as the backup servicer facilitator. This is the first securitization from Cynergy. The provisional mortgage portfolio consisted of GBP 473.2 million BTL residential, commercial, and mixed-use mortgage loans secured by properties in the UK. At closing, the current balance of the provisional mortgage portfolio has been reduced by the Seller, selecting and holding a pool of randomly selected exposures to account for at least 5% of risk retention. The securitized pool is therefore GBP 442.5 million, -6.5% compared to the provisional portfolio, and maintained the same characteristics. Morningstar DBRS determined that such changes did not affect the credit quality of the securitized portfolio. The transaction includes a 24-month replenishment period from the closing date. During this period and subject to certain conditions to prevent a material deterioration in credit quality (the Eligibility Criteria), the Seller has the option to sell to the Issuer new loans, further advances, new authorized overdrafts, authorized overdraft extensions, and drawing under unarranged overdrafts for borrowers in a borrower group that has other linked loans at the relevant time. Additionally, if a product switch is agreed with a borrower in respect of a loan, that loan will be reacquired by the Seller so that the relevant product switch can be implemented and will subsequently be reacquired by the Issuer subject to meeting the Eligibility Criteria, once the relevant product switch has been completed. The acquisition of these assets shall occur using the proceeds standing to the credit of the Flexible Reserve Fund (FRF) and Wet Funding Facility (WFF). The WFF is a short-term credit line provided to the Issuer by Cynergy to fund the purchase of loans from the Originator (Cynergy) on a daily basis before the regular interest payment date (IPD). The cash is advanced immediately so that the Originator can receive payment on the day of loan funding. The Issuer has two IPDs to repay the WFF from principal collections or the new loans and the related linked loans within the same borrower group will be repurchased from the transaction. The FRF is the undrawn authorized overdraft as of September 2025. The fund is funded on day one through the over-issuance of the Class Z Notes and will dynamically adjust during the replenishment period for any new authorized overdraft agreed with customers (that comply with the Eligibility Criteria) or any increases in authorized overdrafts. The flexible reserve will top itself up with principal from the principal waterfalls. After the replenishment period end date, the amount in the FRF is crystalized and is only available for drawdowns on existing authorized overdrafts and will amortize in line with the limits falling off. Any new authorized overdrafts or increases after the replenishment period end date will result in the loan and the related loans within the same borrower group being purchased out. A Set-Off Reserve of GBP 9,400,000 is also available to cover set-off risks and available at day one. This will be rebalanced up to ensure a coverage of 1.2 times (x) of reported deposits in excess of the Financial Service Compensation Scheme limit. The transaction also features a fixed-to-floating interest rate swap, given the presence of a large portion of fixed-rate loans, while the liabilities will pay a coupon linked to the Sterling Overnight Index Average. The swap counterparty is NatWest Markets Plc (NatWest). Morningstar DBRS currently holds a public credit rating on NatWest above the required credit rating and the counterparty risk on the swap counterparty has been assessed using such credit rating. In case Morningstar DBRS ceases to publicly rate NatWest, or Morningstar DBRS does not publicly rate the replacement counterparty, Morningstar DBRS will monitor the transaction and take credit rating actions according to its private credit rating, if available, or internal assessment as per Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". Should the private credit rating or the internal assessment result in a credit rating below the criteria described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions", it could potentially have an adverse effect on the credit ratings of the rated notes. Furthermore, Citibank, N.A., London Branch acts as the Issuer account bank and HSBC Bank Plc acts as the collection account bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". The transaction is structured to initially provide 17.0% of credit enhancement to the Class A Notes comprising subordination of the Class B to Class F Notes. Liquidity in the transaction is also provided by the Liquidity Reserve Fund. It is 1% of the principal amount outstanding of the Class A and B Notes. It is funded on day one by the issuance of the Class X Notes. It will cover senior costs and expenses, senior swap payments, and interest shortfalls on the Class A and Class B Notes. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover senior costs and expenses as well as interest shortfalls on the most senior outstanding class of notes. Interest shortfalls on the Class B to F Notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement. -- The credit quality of the mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology". -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, and Class F Notes according to the terms of the transaction documents. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents. -- The sovereign credit rating of AA with a Stable trend on the United Kingdom of Great Britain and Northern Ireland as of the date of this press release. -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" and the presence of legal opinions that address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related Interest Amounts and the related Class Balances. Notes: All figures are in British pound sterling unless otherwise noted. MANUS NEURODYNAMICA: FRP Advisory Named as Joint Administrators --------------------------------------------------------------- Manus Neurodynamica Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Court No. CR-2025-LDS-001238, and Martyn James Pullin and Bhuvnesh Majupuria of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 17, 2025. The company specialized in research and experimental development on natural sciences and engineering. Its registered office is at The Grainger Suite Dobson House Newcastle Upon Tyne NE3 3PF to be changed to 1st Floor, 34 Falcon Court, Preston Farm Business Park, Stockton on Tees, TS18 3TX. Its principal trading address is The Grainger Suite, Dobson House, Newcastle Upon Tyne, NE3 3PF. The joint administrators can be reached at: Martyn James Pullin Bhuvnesh Majupuria FRP Advisory Trading Limited 1st Floor, 34 Falcon Court Preston Farm Business Park Stockton on Tees, TS18 3TX Further details contact: The Joint Administrators Email: cp.teeside@frpadvisory.com Phone: 01642 917555 MUTCHMEATS LIMITED: KRE Corporate Named as Joint Administrators --------------------------------------------------------------- Mutchmeats Limited was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-006392, and Paul Ellison and Christopher Errington of KRE Corporate Recovery Limited were appointed as joint administrators on Sept. 16, 2025. The company specialized in the wholesale of meat and meat products. Its registered office is at c/o KRE Corporate Recovery Limited, Unit 8, The Aquarium, 1–7 King Street, Reading, RG1 2AN. Its principal trading address is 82 St John Street, London, EC1M 4JN. The joint administrators can be reached at: Paul Ellison Christopher Errington KRE Corporate Recovery Limited Unit 8, The Aquarium 1–7 King Street Reading, RG1 2AN Further details contact: Joint Administrators Tel: 01189 479090 Email: info@krecr.co.uk Alternative contact: Kelly Rowbotham ORIFLAME INVESTMENT: Fitch Upgrades LongTerm IDR to 'CCC' from 'RD' ------------------------------------------------------------------- Fitch Ratings has downgraded Oriflame Investment Holding Plc's Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted Default) from 'C' on the completion of its debt exchange offer. Fitch has subsequently upgraded the IDR to 'CCC'. Fitch has also assigned its new EUR285.5 million second-lien notes due 2032 of senior secured debt ratings of 'CCC-' with a Recovery Rating of 'RR5'. The downgrade reflects Fitch's view that Oriflame has conducted a distressed debt exchange (DDE). The subsequent upgrade reflects Fitch's expectations of limited liquidity, negative free cash flow (FCF) generation due to weak profit, and excessive leverage over the next three years. The 'C'/'RR6' ratings on Oriflame's EUR250 million floating-rate notes and USD550 million fixed-rate notes due 2026 have been withdrawn following their exchange into the new senior secured notes. KEY RATING DRIVERS Debt Exchange Offer Completed: Fitch views Oriflame's completed debt exchange as a DDE, as the amendments to its debt terms constituted a material reduction of the original terms, including a considerable reduction in bond principal to EUR285.5 million from EUR779 million, and a lowering of lien priority, while the debt exchange was conducted to avoid an eventual probable default. Oriflame received the consent from noteholders for restructuring on 16 December and completed the recapitalisation on 22 December. The debt exchange has also materially improved the group's debt maturity profile by extending the senior notes maturity to 2032. Oriflame also extended the maturity of its super senior revolving credit facility (RCF) to June 2029, from January 2026, with a substantial reduction in the committed amount to EUR48.8 million from EUR100 million. The committed amount would reduce by EUR5 million-10 million a year from end-2026, towards EUR23.8 million by end-June 2028. Poor Liquidity: The recapitalisation has helped Oriflame avoid a liquidity crisis by materially reducing the face value of the original senior secured notes and by way of EUR25.5 million of new money provided by the shareholders through the second-lien notes and EUR46 million of 1.5-lien loans from bondholders. Its financial flexibility is further enhanced with the allowed coupon capitalisation for the EUR285.5 million notes and payment-in kind toggle for the EUR46 million 1.5-lien debt, saving around EUR27 million of cash interest annually. However, liquidity remains limited and under pressure from negative FCF projected for 2026-2028. Fitch said, "We forecast continued negative FCF over the next three years, which will keep liquidity headroom tight and increase the risk of breaching the minimum EUR45 million liquidity covenant under the new RCF, to be tested from 2027. Oriflame would have used EUR32.5 million of the committed EUR48.8 million RCF after the DDE." Leverage Remains Excessive: Fitch expects Oriflame's leverage to remain above 10x in 2025-2028, despite a material reduction of debt through the DDE. Any deleveraging is now contingent on the outcome of operational recovery over the medium term, the prospects of which remain, however, highly speculative at this stage. Impaired Internal Cash Generation: Fitch said, "We expect FCF to remain negative in 2025-2028, despite a considerably reduced cash debt service after the DDE, reflecting Oriflame's still weak trading and fragile profitability, with an uncertain operational turnaround. Revenue fell 7% in 9M25, despite the rollout of the group's beauty community model and entries into new geographies. It continued to be loss-making as savings from cost measures were offset by higher marketing costs, increased distribution and infrastructure costs from a new distribution centre, and lower operating leverage on weaker sales volume." PEER ANALYSIS Oriflame's closest sector peer is Natura Cosmeticos S.A. (BB+/Stable), which also operates in the direct-selling beauty market. The latter has stronger business and financial profiles, reflected in their multi-category rating differential. Natura, like Oriflame, is geographically diversified with exposure to emerging markets but benefits from greater diversity across sales channels and a substantially larger scale in the sector as the fourth-largest pure beauty company, after its acquisition of Avon Products Inc. Oriflame is rated several notches lower than THG PLC (B+/Stable), which operates in the beauty and well-being consumer market. The latter is smaller, as it operates mostly in the UK and Europe, although its revenue is rising rapidly, organically and through M&A. Oriflame is comparable with Accell Group Holding B.V. (CCC) as both face acute operational difficulties. Accell completed a capital restructuring in February 2025. FITCH'S KEY RATING-CASE ASSUMPTIONS - Revenue to decline 8.8% in 2025, followed by a 1.5% rebound in 2026 and around 5% growth in 2027-2028 - Negative EBITDA in the mid-to-high single digit euro-denominated millions in 2025, before recovering to EUR5 million in 2026, and EUR20 million-40 million in 2027-2028 - Net working capital inflow of EUR6 million in 2025, followed by outflow in the low single-digit millions a year to 2028 - Capex at about EUR5 million a year to 2028 - No dividends to 2028 - No M&A to 2028 RECOVERY ANALYSIS The recovery analysis assumes Oriflame will be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch assumes a 10% administrative claim. Fitch's bespoke recovery analysis estimates an GC EBITDA available to creditors of about EUR35 million. This is sustainable EBITDA, after reorganisation, which would allow Oriflame to retain a viable business model. A multiple of 4.0x is applied to EBITDA to calculate a valuation after reorganisation, reflecting Fitch's assessment of its underlying brand and intellectual property rights. This multiple is about half of its 2019 public-to-private transaction multiple of 7.2x. Its super senior EUR49 million RCF is assumed to be fully drawn on default and ranks senior to the bondholder 1.5-lien debt, the senior secured notes and second-lien shareholder debt. The waterfall analysis generated a ranked recovery for its EUR286 million senior secured notes in the 'RR5' band, indicating a 'CCC-' rating. The 'CCC-'/'RR5' rating of the second lien senior secured bonds could come under pressure from a combination of increasing debt (payment-in-kind) and no progress in EBITDA turnaround. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material liquidity deterioration, due to persistently negative operating profit or weak recovery in FCF generation - Indication of further debt restructuring that Fitch would classify as a DDE Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Robust execution of the turnaround plan leading to growing revenue and profitability - Improving FCF towards neutral levels, supporting greater liquidity headroom - EBITDA leverage below 10x and EBITDA interest coverage rising towards 1.5x on a sustained basis LIQUIDITY AND DEBT STRUCTURE Fitch estimates Oriflame will have a freely available cash balance at end-2025 of EUR46 million after the DDE, net of EUR25 million restricted for daily operational purposes. This liquidity will be supported by access to EUR16.3 million available under its EUR48.8 million RCF. ISSUER PROFILE Oriflame is a beauty manufacturer and direct selling company with a presence in more than 60 countries. RATING ACTIONS Oriflame Investment Holding Plc LT IDR RD Downgrade C LT IDR CCC Upgrade senior secured LT WD Withdrawn C Senior Secured 2nd Lien LT CCC- New Rating RR5 SHAPE WORKS: Begbies Traynor Appointed as Administrators -------------------------------------------------------- Shape Works Limited was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-008483, and Lee De'ath and Tom Gardiner of Begbies Traynor (Central) LLP were appointed as administrators on Dec. 12, 2025. The company specialized in joinery installation. Its registered office is at 198, Providence Square, London, SE1 2DZ. The administrators can be reached at: Lee De'ath Tom Gardiner Begbies Traynor (Central) LLP Town Wall House Balkerne Hill Colchester, Essex, CO3 3AD For further information contact: Charlie Robinson Tel: 01206 984 919 Email: charlie.robinson@btguk.com SOUTH MOLTON: Opus Restructuring Appointed as 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 was placed into administration proceedings in the High Court of Justice, Business & 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 TRENPORT PROPERTY: Interpath Advisory Appointed as Administrators ----------------------------------------------------------------- Trenport Property Holdings Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court No. CR-2025-008958, and Natasha Harbinson and Stephen John Absolom of Interpath Advisory, Interpath Ltd were appointed as joint administrators on Dec. 17, 2025. Trenport specialized in activities of of other holding companies. Its registered office is Interpath Ltd, 9th Floor, 10 Fleet Place, London, EC4M 7RB. Its principal trading address is 1st Floor, 70 Jermyn Street, London, SW1Y 6NY. The joint administrators can be reached at: Natasha Harbinson Stephen John Absolom Interpath Advisory, Interpath Ltd 10 Fleet Place London, EC4M 7RB Further details contact: Karen Croston Phone: 0161 509 8604 ********* 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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