260108.mbx

260108.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 Thursday, January 8, 2026, Vol. 27, No. 6 Headlines L U X E M B O U R G ALFA ASSET: Creditors Must File Claims by July 1 S W E D E N POLESTAR AUTOMOTIVE: BBVA Holds 8.4% of Class A ADSs U N I T E D K I N G D O M ALBION FINANCING: $1.150BB Loan Add-on No Impact on Moody's B1 CFR AVIANCA MIDCO 2: Fitch Rates New USD600MM Sr. Secured Notes 'B+' CC BUSINESS: Begbies Traynor Appointed as Joint Administrators CENTREX COMPUTING: FRP Advisory Appointed as Joint Administrators LANDSCOVE HOMES: Leonard Curtis Appointed as Joint Administrators NORTH LINCOLNSHIRE GREEN: RSM UK Appointed as Joint Administrators RECOM SURFACING: FTS Recovery Appointed as Joint Administrators STUDIO PEOPLE: Begbies Traynor Appointed as Joint Administrators TEESSIDE GREEN: RSM UK Appointed as Joint Administrators THURSTON GROUP: Leonard Curtis Appointed as Joint Administrators TRACEY MILLER: Leonard Curtis Appointed as Joint Administrators TUPLE MIDCO 2: Fitch Assigns 'B+' IDR, Outlook Stable TUPLE MIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Positive X X X X X X X X [] Two Attorneys Join Katten's London Restructuring Practice - - - - - =================== L U X E M B O U R G =================== ALFA ASSET: Creditors Must File Claims by July 1 ------------------------------------------------ Creditors of Alfa Asset Management (Europe) SA are instructed to declare their claims to the clerk's office of the Luxembourg Commercial Court before 5:00 p.m. on July 1, 2026, under penalty of forfeiture. Further information, in particular regarding the formalities relating to declarations of claims, can be obtained online at www.aameliquidationjudiciare.lu On December 18, 2025, the District of Luxembourg, sixth chamber, sitting in commercial matters, pronounced the dissolution and ordered the liquidation of the limited liability company. Nadege Anen was appointed as official receiver. Alain Rukavina was appointed as court-appointed liquidator. The Company's registered office is at L-1724 Luxembourg, 3, boulevard du Prince Henri. =========== S W E D E N =========== POLESTAR AUTOMOTIVE: BBVA Holds 8.4% of Class A ADSs ---------------------------------------------------- Banco Bilbao Vizcaya Argentaria S.A. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of December 23, 2025, it beneficially owns 7,755,946 Class A American Depositary Shares (each representing 30 Class A Ordinary Shares, par value $0.01 each; acquired in a private placement and subject to a three-year put option arrangement with Geely Sweden Automotive Investment AB allowing sale back at a pre-determined price under certain conditions) of Polestar Automotive Holding UK PLC's Class A American Depositary Shares, representing 8.4% of the class (based on 91,507,720 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025, assuming conversion of Class B Shares into Class A Shares). Banco Bilbao Vizcaya Argentaria S.A. may be reached through: Vincent Chim, Investment Banking Manager Calle Isabel Colbrand, 4 Madrid, Spain 28050 Tel: 011 34 91 537 8172 A full-text copy of Banco Bilbao Vizcaya Argentaria S.A.'s SEC report is available at: https://tinyurl.com/2yvut3dn About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2025, the Company had $3.6 billion in total assets, $7.9 billion in total liabilities, and a total deficit of $4.3 billion. =========================== U N I T E D K I N G D O M =========================== ALBION FINANCING: $1.150BB Loan Add-on No Impact on Moody's B1 CFR ------------------------------------------------------------------ Moody's Ratings said that the proposed $1.150 billion equivalent add-on to the backed senior secured term loan B (TLB) due May 2031, issued by Albion Financing 3 S.à.r.l., a subsidiary of Albion HoldCo Limited (Aggreko), does not affect the existing ratings. The other ratings of Aggreko and its subsidiaries are not affected. These include Aggreko's long-term corporate family rating at B1 and probability of default rating at B1-PD, as well as the B1 ratings of the senior secured revolving credit facilities (RCF) issued by Albion Midco Limited, and the B1 rating of the backed senior secured notes issued by Albion Financing 1 S.a.r.l. due May 2030. The outlook on all entities is unaffected. Around $600 million of the proceeds from the proposed add-on will be used to finance growth opportunities identified by Aggreko's management team, and around $550 million will be used for a shareholder distribution. RATINGS RATIONALE Aggreko's ratings reflect solid performance, and Moody's expectations of continued robust growth underpinned by rising global demand for power. It also incorporates the company's planned significant capital investment programme, which is needed to fuel its rapid growth trajectory, but will also result in negative Moody's adjusted free cash flow. The proposed transaction will have a near-term adverse effect on Aggreko's credit metrics; with Moody's adjusted debt to EBITDA increasing to 5.6x LTM Q3 2025 pro forma for the TLB add-on. However, given that the larger portion of the funds raised will be used to expand the business and be EBITDA enhancing, Moody's anticipates that leverage will reduce back to the levels Moody's expects for its B1 rating by the end this year. Aggreko's B1 ratings reflect the company's robust performance, characterized by revenue growth and strong profit margins, reflecting its dominant position in the mobile modular power, temperature control, and energy services sectors. Nevertheless, the company's proposed shareholder distribution (the second in a period of 12 months) also points toward a degree of risk associated with its financial policy. Aggreko grew revenue by 17% year to date Q3 2025 and generated a 38% EBITDA margin (Moody's-adjusted) as a result of the strong underlying demand trends and the company's focus around contract profitability and cost control. LIQUIDITY Aggreko's liquidity is adequate. The company had over $176 million of cash at September 2025 and an undrawn senior secured revolving credit facility. However, Aggreko's material capital expenditure will make the company's cash flow negative. STRUCTURAL CONSIDERATIONS Aggreko's announced proposed add-on to the backed senior secured term loan B due May 2031 is fungible. All of Aggreko's debt will be senior secured, pari passu and rated at the same level as its CFR. RATING OUTLOOK The stable outlook reflects Moody's expectations that Aggreko will maintain its profitable expansion, which Moody's expects will result in moderately lower leverage, despite capex-driven free cash flow burn. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating momentum would result from Aggreko's leverage measured as debt/EBITDA reducing closer to 3.5x including Moody's standard adjustments, as well as EBITDA/Interest expense approaching 4.5x. Good liquidity would also be needed for an upgrade. Also, Aggreko would need to adopt a clear financial policy consistent with other Ba-rated peers. Downward rating pressure could arise if Aggreko's debt/EBITDA increases above 5.0x or EBITDA/Interest expense remains below 3.0x for a sustained period of time. Any liquidity challenges could also lead to a rating downgrade. Furthermore, continued negative free cash flow could pressure the rating if the company's double digit revenue growth slows down or if its EBITDA margins reduce from the current levels of over 35%. COMPANY PROFILE Headquartered in Glasgow, Albion HoldCo Limited (Aggreko) is a leading global provider of modular power generation and temperature control equipment, offering critical equipment rental and energy services to a diverse mix of end-markets, clients and countries. The company operates across more than 150 locations in 67 countries. In 2024, Aggreko generated revenue of $2.9 billion and EBITDA of $1.1 billion. Aggreko is co-owned by two private equity firms, I Squared Advisors LLC, a specialty infrastructure fund, and TDR Capital LLP. AVIANCA MIDCO 2: Fitch Rates New USD600MM Sr. Secured Notes 'B+' ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+' rating with a Recovery Rating of 'RR4' to Avianca Midco 2 PLC's proposed senior secured bonds of around USD600 million. Avianca Midco 2 PLC is a wholly owned subsidiary of Avianca Group International Ltd. (Avianca), which will unconditionally and irrevocably guarantee the issuance. Net proceeds will be used to redeem a portion of the 2028 notes and for general corporate purposes. Fitch currently rates Avianca's Long-Term Foreign Currency and Local Currency Issuer Default Ratings 'B+'. The Rating Outlook is Stable. Avianca's rating reflects the industry's high cyclicality risks and the company's solid market position in Latin America, lean cost structure, moderate leverage and good liquidity position. These strengths are tempered by limited financial flexibility due to an unencumbered asset base. The successful of the current bond issuance helps to reduce refinancing risks in the medium term following prepayment of part of the 2028 notes. KEY RATING DRIVERS Solidifying Business Strategy: Avianca has been optimizing its network and product offering to boost profitability amid more balanced market dynamics. The company has rationalized domestic capacity in Colombia, with continued network optimization. Avianca has launched 13 new international routes during 2025, with a footprint of 162 routes across 83 destinations. Avianca is focused on maintaining a leadership position in the strategic markets of Colombia, Central America and Ecuador while enhancing its international footprint and expanding business class offerings across the entire network to capture premium revenues. Medium-term challenges for Avianca include maintaining strong operating margins in a more competitive environment and/or under different fuel price cycles while maintaining its adequate credit profile. Diversified Regional Market Position: Avianca's business model combines a solid brand and with one of the largest operations in Latin America. The company's sound international routes, cargo operations and loyalty program support adequate business diversification. Avianca's flexible business model has allowed it to rotate capacity within the region and maintain solid load factors of 80%-82% over the past few years. During the LTM period ended Sept. 30, 2025, Fitch estimates around 34% of Avianca's revenue distribution (points of sale) was from Colombia, 19% from North America, 22% from Central America, 11% from Europe and the remainder from various jurisdictions. Increasing Operations, Good Cost Structure: Fitch expects Avianca's operating cash flow to continue to improve in 2025 due to solid domestic traffic levels and better dynamics in the international segment, relatively lower fuel prices, cost efficiencies, and capacity expansion. Fitch forecasts adjusted EBITDAR averaging around USD1.6 billion in 2025 and in 2026, up from USD1.3 billion in 2024. The efficient cost base, business premium revenue and lower fuel prices are driving record EBITDAR margins, with Fitch's base case of 26%-27% in 2025-2026. Positive FCF: Avianca's stronger operating cash flow generation is resulting in better-than-expected FCF. In its base case, Fitch now expects FCF to be positive after cash flow from operations grows to cover capex for fleet modernization and ongoing business growth. Fitch forecasts Avianca's FCF generation to be around USD68 million in 2025 and USD128 million in 2026 after increasing capex. Fitch assumed capex of USD440 million in 2025 and USD560 million in 2026. As per the company's bond indenture limitations, Fitch does not foresee shareholder returns in the short to medium term. Manageable Credit Metrics: Fitch's base-case scenario forecasts total and net EBITDAR leverage at around 3.4x and 2.6x, respectively, during 2025. That is an improvement from 4.4x and 3.5x, respectively, in 2024 and significant progress from its Chapter 11 exit year in 2022 (6.2x and 5.0x, respectively). For 2026 and 2027, total and net leverage should remain near 3.4x and 2.5x, respectively. Fitch expects Avianca to remain cautious regarding its inorganic growth strategy, as any M&A opportunities should be led by its parent company, ABRA Group Limited (ABRA). Improved Refinancing Exposure: The success current bond issuance reduces medium-term refinancing risk following partial prepayment of the 2028 notes and complements Avianca's exchange of its tranche A-1 senior secured notes, due 2028, in early 2025. The company aims to simplify its capital structure as a performing carrier, removing restrictive Chapter 11-era covenants, releasing guarantees and discharging collateral. Fitch expects the company will maintain solid cash balances, with cash/LTM revenue of 15%-20% (21% in September). Avianca's liquidity position is enhanced by an undrawn USD200 million RCF due 2027. Above-Average Industry Risks: The high-risk airline sector is cyclical and capital-intensive due to structural challenges, as well as being prone to exogenous shocks. High fixed costs combined with swings in demand and fuel prices typically translate into volatile profitability and cash flows. Exposure to foreign exchange fluctuations for Latin America competitors constitutes an additional risk, as costs are mostly in U.S. dollars and a large part of the company's cash flows are in local currency. For Avianca, this risk is somewhat mitigated by its international operations (85% of capacity). PEER ANALYSIS Avianca's rating is below LATAM Airlines Group S.A.'s (BB/Positive) due to relatively higher leverage and weaker market diversification and financial flexibility. Avianca's business and credit profile is stronger than GOL Linhas Aereas Inteligentes S.A.'s (CCC+/Positive), a sister company also owned by Abra. Avianca is more diversified, has a stronger capital structure and a higher liquidity position. Its ratings are constrained by limited financial flexibility in terms of an unencumbered asset base and the industry's high risks. Fitch expects Avianca's net leverage to remain moderate at 2.6x and 2.5x in 2025 and 2026, respectively, while GOL's leverage is expected to remain high during 2025 at 5.4x and to decline to 4.1x in 2026 and 3.5x by 2027. Fitch forecasts LATAM's total and net adjusted leverage/EBITDAR ratios at around 2.1x and 1.4x during 2025 and 2026, with robust cash balances (cash plus RCF to LTM revenues on average above 25%). Relative to North American peers, Avianca's rating is lower due to structural and financial factors. American Airlines, Inc. (B+/Stable), United Airlines, Inc. (BB+/Stable), and Air Canada (BB/Stable) all benefit from significant scale, global route networks, relatively lower leverage, stronger liquidity, and greater access to capital markets. FITCH'S KEY RATING-CASE ASSUMPTIONS -- Fitch's base case during 2025 and 2026 includes an increase in available seat kilometers to 71,000 and 74,000 respectively; -- Load factors around 80.5% during 2025-2026; -- Steady cargo operations; -- Jet fuel ranging around USD2.65-USD2.75 in 2025-2026; -- Capex of USD440 million in 2025 and USD560 million in 2026; -- No dividend distributions. RECOVERY ANALYSIS The recovery analysis assumes Avianca would be considered a going concern (GC) in bankruptcy and the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Avianca's GC EBITDA is USD500 million which incorporates EBITDA post-pandemic, adjusted by lease expenses, plus a discount of 20%. This correlates to an average of USD561 million during 2016-2019, reflecting intense volatility in the airline industry in Latin America. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. The enterprise value (EV)/EBITDA multiple applied is 5.5x, reflecting Avianca's strong market position in Colombia, Central America and Ecuador. Fitch applies a waterfall analysis to the post-default enterprise valuation based on the relative claims of the debt in the capital structure. The debt waterfall assumptions consider the company's total debt. These assumptions result in a Recovery Rate for the secured debt within the 'RR1' range, but due to the soft cap of Colombia at 'RR4', Avianca's senior secured debt is rated 'B+'/'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Dividend distributions eroding the company's credit metrics; -- Liquidity deterioration to cash LTM revenues below 15%; -- Gross and net leverage ratios consistently above 4.0x and 3.5x, respectively; -- EBITDA fixed-charge coverage sustained at or below 1.8x; -- Competitive pressures leading to severe loss in market share or yield deterioration; -- Aggressive growth strategy leading to a consolidation movement financed with debt. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Total and net leverage below 3.5x and 3.0x, respectively, on a sustainable basis. -- Sound business strategy within Avianca's main markets' air traffic, supported by healthy yields and load factors; -- Ability to maintain a strong cost structure, with adjusted EBITDAR margins above 25% on a sustainable basis across varying fuel price environments; -- Maintenance of a strong liquidity position (cash/LTM revenue consistently above 20%) and a well-spread debt amortization profile with no major refinancing risks in the medium term; -- EBITDAR fixed-charge coverage sustained at or above 2.5x; -- ABRA's ability to improve its capital structure and refinancing exposure, reducing pressures on Avianca per dividends upstream. LIQUIDITY AND DEBT STRUCTURE Avianca has maintained a solid liquidity position that is strong for the rating category. As of Sept. 30, 2025, Avianca had around USD1.2 billion in cash and cash equivalents, compared with USD493 million of short-term debt. During the same period, Avianca's total debt was USD5.3 billion, and was mainly composed of USD2.8 billion of leasing obligations, USD1.1 billion of exchange notes due 2028, and USD1 billion of new secured notes due 2030. Avianca's cash position of USD1.2 billion is sufficient to cover maturities until mid-2027. Avianca's liquidity position is further strengthened by an undrawn revolving credit facility due 2027 in the amount of USD200 million. ISSUER PROFILE Avianca is the leading airline in Colombia, Ecuador and Central America, with one of the largest operations in Latin America. Avianca operates passenger and cargo transportation, with international operations representing 83% of total capacity. CC BUSINESS: Begbies Traynor Appointed as Joint Administrators -------------------------------------------------------------- CC Business Services Limited (trading as City Centre Recruitment) was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Court No. CR-2025-009013, and Simon Lowes and Stephen Mark Powell of Begbies Traynor (Central) LLP were appointed as joint administrators on Dec. 22, 2025. CC Business Services specialized in business services. Its registered office is at Nursery Cottage, Beckley, BH23 7ED. The joint administrators can be reached at: Simon Lowes Stephen Mark Powell Begbies Traynor (Central) LLP 2nd Floor, Endeavour House 3 Meridians Cross, Ocean Way Southampton, SO14 3TJ Further details contact: Jonathan Kennedy Begbies Traynor (Central) LLP Email: jonathan.kennedy@btguk.com Telephone: 023 8021 9820 CENTREX COMPUTING: FRP Advisory Appointed as Joint Administrators ----------------------------------------------------------------- Centrex Computing Services Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Newcastle upon Tyne, Court No. CR-2025-NCL-00161, and Steven Ross and Shaun Hudson of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 23, 2025. Centrex Computing specialized in supply chain services. Its registered office is at 2 Wansbeck Business Centre, Rotary Parkway, Ashington, NE63 8QZ (to be changed to Suite 5, 2nd Floor, Bulman House, Regent Centre, Gosforth, Newcastle upon Tyne, NE3 3LS). Its principal trading address is Unit 5, Denbigh Hall Industrial Estate, Bletchley, Milton Keynes, Buckinghamshire, MK3 7QT. The joint administrators can be reached at: Steven Ross Shaun Hudson FRP Advisory Trading Limited Suite 5, 2nd Floor, Bulman House Regent Centre Newcastle Upon Tyne, NE3 3LS Further details contact: The Joint Administrators Tel: 0191 605 3737 Email: cp.newcastle@frpadvisory.com Alternative contact: Kelly Allison LANDSCOVE HOMES: Leonard Curtis Appointed as Joint Administrators ----------------------------------------------------------------- Landscove Homes LLP was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-09077, and Nick Myers and Alex Cadwallader of Leonard Curtis were appointed as joint administrators on Dec. 23, 2025. Landscove Homes specialized in the development of building projects. Its registered office is at Aleron House, 4 Whittle Court, Knowlhill, Milton Keynes, MK5 8FT. Its principal trading address is Beara Farm, Landscove, Ashburton, TQ13 7NA. Its principal trading address is at Beara Farm, Landscove, Ashburton, TQ13 7NA. The joint administrators can be reached at: Nick Myers Alex Cadwallader Leonard Curtis 5th Floor, Grove House 248a Marylebone Road London, NW1 6BB Further details contact: The Joint Administrators Tel: 020 7535 7000 Email: recovery@leonardcurtis.co.uk Alternative contact: Natasha Phillimore NORTH LINCOLNSHIRE GREEN: RSM UK Appointed as Joint Administrators ------------------------------------------------------------------ The North Lincolnshire Green Energy Park Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-9020, and David Shambrook, Gordon Thomson, and Stephanie Sutton of RSM UK Restructuring Advisory LLP were appointed as joint administrators on December 23, 2025. The company specialized in the production of electricity. Its registered office is and principal trading address is Office 71, The Colchester Centre, Hawkins Road, Colchester, CO2 8JX. The joint administrators can be reached at: David Shambrook Gordon Thomson Stephanie Sutton RSM UK Restructuring Advisory LLP 25 Farringdon Street London, EC4A 4AB Tel: 020 3201 8000 Further details contact: Ian Ainsworth RSM UK Restructuring Advisory LLP Tel: 020 3201 8000 RECOM SURFACING: FTS Recovery Appointed as Joint Administrators --------------------------------------------------------------- Recom Surfacing Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-009070, and Alan Coleman and Marco Piacquadio of FTS Recovery Limited were appointed as joint administrators on December 23, 2025. Recom Surfacing specialized in construction activities not elsewhere classified. Its registered office is at Floor 2 – Robert House, 19 Station Road, Oxon, Chinnor, OX39 4PU. Its principal trading address is Copt Hall, Farm Ipswich Rd, Bildeston, Ipswich, IP7 7BH. The joint administrators can be reached at: Alan Coleman FTS Recovery Limited Suite 1A, 40 King Street Manchester Greater Manchester, M2 6BA Marco Piacquadio FTS Recovery Limited Ground Floor, Baird House Seebeck Place Knowlhill, Milton Keynes, MK5 8FR Further details contact: Joint Administrators Tel: 0161 464 3834 Alternative contact: Chris Jones Email: chris.jones@ftsrecovery.co.uk STUDIO PEOPLE: Begbies Traynor Appointed as Joint Administrators ---------------------------------------------------------------- The Studio People Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts, Court No. CR-2025-001226, and Robert Neil Dymond and Joanne Louise Hammond of Begbies Traynor (Central) LLP were appointed as joint administrators on Dec. 23, 2025. The Studio People specialized in acoustic consultancy. Its registered office is at Shortwave A, Back Lane, Criggion, Shrewsbury, SY5 9BE. The joint administrators can be reached at: Robert Neil Dymond Joanne Louise Hammond Begbies Traynor (Central) LLP 3rd Floor, Westfield House 60 Charter Row Sheffield, S1 3FZ Further details contact: Marcus Wright Begbies Traynor (Central) LLP Tel: 0114 275 5033 Email: Sheffield.north@BTGUK.com TEESSIDE GREEN: RSM UK Appointed as Joint Administrators -------------------------------------------------------- Teesside Green Energy Park Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-9017, and David Shambrook, Gordon Thomson, and Stephanie Sutton of RSM UK Restructuring Advisory LLP were appointed as joint administrators on Dec. 23, 2025. Teesside Green Energy Park specialized in management consultancy activities. Its registered office and principal trading address is at Office 71, The Colchester Centre, Hawkins Road, Colchester, CO2 8JX. The joint administrators can be reached at: David Shambrook Gordon Thomson Stephanie Sutton RSM UK Restructuring Advisory LLP 25 Farringdon Street London, EC4A 4AB Further details contact: Ian Ainsworth RSM UK Restructuring Advisory LLP Tel: 0161 830 4006 David Shambrook Tel: 020 3201 8000 Stephanie Sutton Tel: 020 3201 8000 Gordon Thomson Tel: 020 3201 8173 THURSTON GROUP: Leonard Curtis Appointed as Joint Administrators ---------------------------------------------------------------- Thurston Group Estates Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD) Court No. CR-2025-001712-MAN, and Andrew Poxon, Hilary Pascoe, and Mike Dillon of Leonard Curtis were appointed as joint administrators on Dec. 22, 2025. Thurston Group Estates specialized in activities of other holding companies not elsewhere classified and other letting and operating of own or leased real estate. Its registered office and principal trading address is at Quarry Hill Industrial Estate, Hawking Croft Road, Horbury, Wakefield, West Yorkshire WF4 6AJ. The joint administrators can be reached at: Andrew Poxon Hilary Pascoe Mike Dillon Leonard Curtis Riverside House Irwell Street Manchester, M3 5EN Further details contact: The Joint Administrators Leonard Curtis Tel: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Helen Hales TRACEY MILLER: Leonard Curtis Appointed as Joint Administrators --------------------------------------------------------------- Tracey Miller Family Law Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court No. CR-2025-MAN-001760, and Hilary Pascoe and Mike Dillon of Leonard Curtis were appointed as joint administrators on December 23, 2025. Tracey Miller Family Law Limited specialized in legal services as a solicitor firm. Its registered office and principal trading address is Suite 9, 1st Floor, One Derby Square, Liverpool, Merseyside, L2 1AB. The joint administrators can be reached at: Hilary Pascoe Mike Dillon Leonard Curtis Riverside House Irwell Street, Manchester, M3 5EN Further details contact: The Joint Administrators Email: recovery@leonardcurtis.co.uk Tel: 0161 831 9999 Alternative contact: Amelia Heeds TUPLE MIDCO 2: Fitch Assigns 'B+' IDR, Outlook Stable ----------------------------------------------------- Fitch Ratings has assigned Tuple Midco 2 Limited (TCM) a Long-Term Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. Fitch has also assigned a senior secured instrument rating at 'BB-(EXP)'/'RR3' to TCM's expected euro and US dollar-denominated USD1,200 million equivalent term loans B (TLB). The TLB will be used to partly finance the acquisition of TCM by Apax Partners and related transaction fees, taxes and separation costs as well as USD30 million cash overfunding. The final debt ratings are contingent upon execution of the transaction and separation on terms conforming to what has been presented to Fitch. TCM's ratings reflect a robust B2B software business model, strong recurring revenue with low churn and high profitability that supports deleveraging capacity. Opening leverage is high, at 6.2x in FY26 (financial year ending May 2026), but TCM has good capacity to reduce this to below 5.5x by FYE28, reflecting manageable carve-out execution risks. KEY RATING DRIVERS Niche Leadership Offsets Scale Limitation: TCM has an estimated 10% overall market share in the treasury risk management space and benefits from leading positions in niche front- to back-office software, particularly for Tier 3+ banks (number one) and a strong contender for Tier 1 and 2 banks. This counteracts its small scale compared with more global software peers and exposure to a single main end-market, which creates some concentration risk to the financial sector. TCM also has limited customer concentration (no client above 3% of revenue; top five 12%) and a well-balanced customer base by bank tier and geography. Carve-out Has Execution Risks: Transitioning complexities and potential operational disruptions may affect the timing and cost of the separation, which will be scrutinised throughout the first reported financials for FY26. This is reflected in conservative EBITDA margin progression. The proposed carve-out benefits from strong mitigating factors, including a business unit run as a standalone unit for the past three years, structured transition services agreements running for 12-18 months and an established and loyal customer base with limited commingled contracts with legacy Finastra (under 15% of revenue). However, these measures do not fully eliminate execution risk. Highly Recurring Revenue: TCM's subscription-based-revenue model is largely recurring (92% of total revenue), with retention rates averaging 95% over 2022-2025, which is at the top of its peer group. Together with 20 years average customer tenure, this evidences the mission-critical nature of TCM's products. Contract length is usually five-to-seven years, but about USD10 million of revenue is up for renewal each quarter with well-identified residual churn risk. This results in a highly predictable operating profile. Strong Cash Flow Generation: Fitch said, "We expect free cash flow (FCF) margins of 33% in 2026 and 19% in 2027 (including one-off costs related to the separation and discretionary research and development) and remain at a high level of around 30% from 2028 once these extraordinary costs abate. TCM's strong EBITDA to FCF conversion is supported by a high EBITDA margin, supportive working capital profile and limited capex requirement." High Opening Leverage; Deleveraging Capacity: Fitch said, "We expect TCM's Fitch-defined EBITDA to reach USD193 million in 2026 translating to a 52.6% margin (including capitalised research and development costs as opex). After two years of a relatively higher cost base following the carve-out, we expect revenue growth and cost efficiencies to gradually support margin expansion to above 55% by 2029. Opening leverage will be 6.2x in 2026, but improved EBITDA and strong FCF generation will support organic deleveraging to below 5.5x by FYE28." Positive Growth Outlook: Fitch said, "We expect recurring revenue growth of mid-single digits each year, broadly in line with the B2B software market. Upselling and price indexation for the existing customer base should allow at least mid-single digit revenue expansion. Greater emphasis on finding new customers and AI-driven functional upsell and internal efficiencies may provide further upside potential. Client stickiness and high switching cost lead to strong bargaining power, plus a large share of contracts include price indexation clauses providing repricing optionality. Price indexation accounted for roughly 3% of 2023-2025 7.5% contracted annual recurring revenue growth." Financial Policy Prioritises Investments: Fitch expects voluntary debt reduction to be limited, with private-equity ownership likely to prioritise reinvestment and cash-funded bolt-on acquisitions over accelerated deleveraging. Further actions, such as debt-funded dividends or sizeable debt-financed acquisitions (not anticipated), leading to high leverage on a sustained basis could lead to negative rating action. PEER ANALYSIS TCM has a recurring revenue base and retention rate at the higher end of B2B software peers such as Cedacri S.p.A. (B/Stable), Teamsystem S.p.A. (B/Stable) or Unit4 Group Holding B.V. (B/Stable). It has similar recurring revenues to leading cybersecurity peers like Darktrace Finco US LLC (B/Stable) or Sophos Intermediate I Limited (B/Stable), but a much higher margin and EBITDA to FCF conversion and far less competitive intensity, reflecting mission-critical, embedded workflows and high switching costs. The rating is constrained by TCM's smaller size and narrower end-market diversification compared with peers, but these factors are mitigated by strong revenue visibility and customer stickiness. FITCH'S KEY RATING-CASE ASSUMPTIONS -- Mid-single digit recurring annual revenue growth by FY29 supported largely by upselling and indexation -- EBITDA margin of 53.9% in 2025, gradually improving to 55.5% by FY29 -- Capitalised research and development averaging about 9.5% of revenue and treated as opex -- Sustained limited capex below 1% of revenue -- Positive working capital flows totaling 2.5% of revenue -- Carve-out related separation costs and discretionary research and development estimated by Fitch at USD30 million (incorporating USD5 million contingency) in FY26 and FY27 included within FCF -- No material debt-funded acquisitions or dividend distributions RECOVERY ANALYSIS The recovery analysis assumes that TCM would be reorganised as a going-concern in bankruptcy rather than liquidated. Fitch estimates a going concern EBITDA of USD150 million after adjusting for capitalised research and development costs. This reflects potential revenue and EBITDA pressures in TCM's core business, and an inability to sustain the current post carve-out cost structure. The highly recurring nature of the business and its limited single customer concentration offset some of these pressures. Fitch assumes a 6.5x enterprise valuation (EV) multiple, which aligns with the higher end of the multiple applied for rated peers and above the median Technology, Media, and Telecommunications distressed EV to EBITDA ratio of 5.9x. Fitch's recovery analysis includes TCM's USD1,200 million senior secured TLB and USD250 million senior secured revolving credit facility. The debt waterfall analysis results in expected recoveries for the senior secured debt consistent with a Recovery Rating of 'RR3', leading to a 'BB-(EXP)' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A weakening market position, underscored by slowing revenue growth or increasing customer churn - Material EBITDA margin compression or more aggressive capital allocation driving EBITDA leverage above 5.5x on a sustained basis beyond 2028 - Cash flow from operations -capex/total debt turning below 7% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Solid EBITDA margin progression, increased diversification and scale, together with evidence of a strong commitment to deleveraging resulting in EBITDA leverage below 4.0x on a sustained basis - Cash flow from operations - capex/total debt above 12% LIQUIDITY AND DEBT STRUCTURE Fitch estimates that after the separation TCM will have a cash balance of about USD24 million in FYE26. Fitch said, "We expect positive FCF over FY26-FY28 to contribute to increasing cash balances. The company will also have access to a committed USD250 million revolving credit facility, which we expect to remain undrawn. We do not currently model meaningful M&A, but TCM will retain some flexibility, at the 'B+' rating, to pursue inorganic expansion opportunities beyond 2028 or look at broader capital allocation priorities assuming these actions would not derail leverage from our current expectations." Once the contemplated financing completes, there will be no meaningful debt maturities until at least 2032. ISSUER PROFILE TCM is a global provider of financial services software in areas such as lending (mortgages, consumer, commercial), retail banking, payments and treasury. RATINGS ACTION Rating ------ Tuple Midco 2 Limited LT IDR B+ New Rating senior secured LT BB-(EXP) Expected Rating RR3 TUPLE MIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Positive -------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B' long-term issuer credit rating to Tuple Midco 2 Ltd. (Finastra TCM). S&P also assigned its preliminary 'B' issue rating and preliminary '3' recovery rating (reflecting its rounded estimate of 55% recovery in the event of default) to the proposed $1.2 billion-equivalent term loan B (TLB). The positive outlook reflects S&P's expectations of steadily growing revenue and EBITDA over the 12-18 months following the closing of the sale, assuming the carve-out is executed in line with plans. This should result in adjusted leverage improving to about 6.5x by fiscal 2027 and free operating cash flow (FOCF) to debt increasing to over 7% (10% excluding separation costs) in fiscal 2027. Finastra TCM includes Finastra's Treasury And Capital Management (TCM) business unit, which is being acquired by Apax Partners LLP (the process started in May 2025). Apax Partners intends to fund the purchase and associated transactions costs with term loans of $1.2 billion and certain portion of cash equity. Following the proposed debt issuance, S&P expects that S&P Global Ratings-adjusted leverage will peak at just above 7.0x in fiscal 2026 (ending May 2026), declining to about 6.5x by fiscal 2027, driven mainly by earnings growth. Finastra TCM provides mission-critical treasury and capital management solutions, essential for the day-to-day operations and regulatory compliance of financial institutions. This leads to very low churn, which, along with the high level of recurring revenue, enhances earnings stability and predictability. S&P said, "Apax Partners' acquisition of Finastra TCM, is largely funded by debt, resulting in a capital structure that we view as highly leveraged. We understand that Apax Partners plans to issue term loans of $600 million and €510 million to partially fund the buyout of Finastra TCM. Apax Partners will fund the remaining portion of the buyout with cash equity, with a split of common and preferred shares. As a result of the proposed debt issuance, we expect adjusted leverage will peak at just over 7.0x in fiscal 2026 and decline to about 6.5x by fiscal 2027. S&P Global Ratings-adjusted EBITDA includes our assumption of $20 million of separation costs and $5 million of incremental research and development (R&D) costs in fiscal 2026 and 2027 as well as about $35 million of annual capitalized development costs. We think that deleveraging will be supported by earnings growth, fueled by recurring revenue growth, mainly through upselling and cross-selling products to existing customers. "Finastra TCM's business risk benefits from its mission-critical treasury and capital market solutions to financial institutions, leading to enhanced revenue visibility and predictability, in our opinion. The company's key software solutions include end-to-end treasury and capital market management software mainly targeting tier 2 to tier 4 banks. The business model is structured around long-term (five to seven years with consumer price index-linked contractual price rises), subscription-based contracts, often deeply integrated with clients' core systems. This results in a high degree of recurring revenue of about 92%, high gross revenue retention rate of approximately 97%, long and stable customer relations with average customer tenure of over 20 years and a strong barrier to competitive substitution. As a result, Finastra TCM offers a highly predictable revenue stream and contributes significantly to overall earnings stability. Due to the mission-critical nature of the software and deep integration in core banking systems, switching costs tend to be high--resulting in the long-dated customer tenure. Also, the heavily regulated nature of the banking industry acts as an additional barrier to entry shielding the company from disruptive new entrants. "We view Finastra TCM's business risk as constrained by the niche product focus and limited scale of the company, as well as limited growth opportunities. The company's product portfolio is narrow with focus mainly on treasury and capital market management. This compares unfavorably with some of our rated financial software providers like Fidelity National Information Services Inc., Fiserv, Inc., and Finastra Ltd. In addition, its customer base is concentrated on financial institutions, predominantly tier 2 to tier 4 banks. Finastra TCM also generates annual revenue of just under $400 million, which is significantly smaller than the above-mentioned peers. The company has also experienced limited growth from new customers, compared with some of its competitors. Furthermore, incremental revenue from transition to cloud-based software as a service (SaaS) has been minimal, largely due to lack of prior investment while the company was a part of Finastra. We see potential for growth as customers transition from on-premises solutions to cloud-based SaaS, which we anticipate will be gradual." Finastra TCM benefits from robust profitability supported by a streamlined cost base and favorable pricing environment. S&P said, "S&P Global Ratings-adjusted EBITDA margins, based on the preliminary report for fiscal 2025, is about 50%, which we view as above average compared with other software peers. This is reflective of the streamlined cost base with a healthy mix of high-cost and low-cost employees within the company. Furthermore, the mission-critical nature of the software, coupled with limited competition in tier 2 to tier 4 banks, affords a favorable pricing environment for the company. In fiscal 2026 and 2027, we expect profitability to dip to about 42%-45% due to carve-out costs associated with the transaction. Thereafter, we expect profitability to return over 50%, in the absence of carve-out costs." The asset-light nature of the business, along with robust profitability, translates to solid FOCF generation. Annual capital expenditure (capex) is about $35 million including the capitalized development costs, which represents less than 10% of sales. Due to above-average profitability and relatively low capex intensity, free cash flow conversion is superior to peers in the software industry. S&P said, "Despite including the estimated carve-out costs of $20 million in fiscal 2026 and 2027, along with the elevated interest expense of about $70 million each year, we expect FOCF to remain above $90 million annually (FOCF to debt of more than 7%), reflecting the superior operating efficiency in the company. In our view, there will be significant transaction and refinancing costs (of about $120 million) in fiscal 2026, which subdues our adjusted FOCF, given its inclusion. That said, we note that these costs are one-off and separate from expected carve-out costs of $20 million each year in fiscal 2026 and 2027 and will be prefunded by the proposed debt issuance and thus do not represent a key credit risk to our base case of fiscal 2026." Mitigating factors that address the execution risk around the carve-out support the positive outlook. Carve-out transactions inherently present execution risks, including potential revenue attrition, customer displacement, and cost overruns related to separation activities. However, S&P thinks that these risks are sufficiently mitigated in this instance to support the positive outlook on the rating. The TCM business unit has operated with a degree of autonomy for the past three years, with most operational functions already segregated from the broader group, except for some centralized back-office services such as IT and finance. This pre-existing separation reduces the likelihood of significant revenue or customer loss. Furthermore, the mission-critical nature and embedded integration of TCM's solutions enhances customer retention and reduces the risk of potential revenue loss. Apax Partners' extensive experience in executing carve-out transactions--demonstrated by their track record across more than 35 completed deals--is also a positive factor. To address potential operational disruptions related to IT systems and centralized functions, transitional service agreements have been established between Finastra and TCM, providing TCM with a period to develop independent capabilities in these areas. Despite these mitigating factors, a material deterioration in carve-out execution, leading to sustained revenue declines or significant cost overruns, could prompt a revision of the outlook to stable. S&P said, "The positive outlook reflects our expectations of steadily growing revenue and EBITDA over the 12-18 months following the closing of the sale, assuming the carve-out is executed in line with plans. This should result in adjusted leverage improving to about 6.5x by fiscal 2027 and FOCF to debt increasing to over 7% (10% excluding separation costs) in fiscal 2027. "We could revise the outlook to stable in the next 12 months if Finastra TCM's earnings fail to improve in line with our base case (adjusted leverage remains above 6.5x or FOCF to debt remains well below 10% in fiscal 2027). This scenario could unfold if there are substantial carve-out cost overruns, unexpected operational challenges as a stand-alone entity, higher churn due to increased competition, or tough macroeconomic conditions, leading to weaker EBITDA than our base case. "We could raise the rating if Finastra TCM's adjusted leverage improves to below 6.5x and its FOCF to debt approaches 10%, supported by a financial policy aligned with maintaining these metrics." =============== X X X X X X X X =============== [] Two Attorneys Join Katten's London Restructuring Practice ------------------------------------------------------------ Katten Muchin Rosenman UK LLP announced that James Davison and Victoria Procter have joined the firm's Restructuring practice as partner and counsel respectively in London. "It is our privilege and pleasure to ring in the start of 2026 with the addition of two highly respected appointments in our London office," said Steven Reisman, global chair of the Katten Restructuring practice. "James and Victoria bring wonderful skills and exceptional restructuring and insolvency experience that fit well with Katten's practical, client- focused approach to complex corporate restructuring issues that arise, not just in London but in the US, the EU and internationally." Mr. Davison is a solution-focused attorney whose broad practice encompasses debtor and creditor side mandates, with an emphasis on corporate rescue and turnaround to maximize value for stakeholders. Often leading high-profile cross-border restructurings across a range of sectors, he regularly advises boards, management teams, private equity sponsors, lenders and other investors on accelerated M&A, capital structure resets, workouts and contingency planning. Mr. Davison is recognized as being at the forefront in the development and use of the Restructuring Plan, a relatively new tool that can rescue a company in financial difficulty without the need for a formal insolvency. He has successfully advised several clients in this area in recent years, leading to industry awards. Ms. Procter and Mr. Davison worked together on a number of complex mandates in their previous roles, at a firm ranked in the Top 10 of the Global Restructuring Review 30. Ms. Procter's significant experience in non-contentious financial and corporate restructuring, turnaround and insolvency matters has resulted in an impressive roster of clients that includes insolvency practitioners, receivers, clearing banks and other financial institutions as well as corporate debtors, their directors, shareholders and other stakeholders with regard to financially distressed and insolvency situations. Together, Mr. Davison and Ms. Procter bring extensive experience in a broad spectrum of sectors including financial services, hospitality & leisure, travel, retail, consumer goods, industrials, manufacturing and energy. Commenting on the recent appointments, London Managing Partner Christopher Hitchins said: "We are delighted to welcome James and Victoria, whose wide-ranging skills, particularly in financial services, retail, and hospitality and leisure, will be hugely beneficial to our international client base. Together, their impressive approach to complex, cross-border matters will serve to strengthen the core advice we already provide our clients." Mr. Davison added: "Katten's restructuring practice is formidable, particularly across the key markets in the US. The firm has a strong client base, a well-established London office and an increasingly global outlook. These elements create an optimal environment in which to grow and develop a premium restructuring business in Europe. It is an honor to be given the opportunity to do so." Katten Muchin Rosenman UK LLP is the London affiliate of Katten Muchin Rosenman LLP, a full-service law firm with approximately 700 attorneys in locations across the United States and in Asia. The London team has a wide range of experience covering asset management, corporate and commercial, finance, financial services and regulatory, joint ventures, mergers and acquisitions, real estate, litigation, intellectual property, data privacy, employment and tax. The firm's London lawyers work seamlessly with colleagues in other offices located in centers of finance, including Chicago, Dallas, Los Angeles, New York, Shanghai and Washington, DC. They offer skilled, integrated legal advice, and are particularly well-placed to service the needs of clients undertaking transatlantic business. For more information, visit katten.com. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *