260109.mbx

260109.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 Friday, January 9, 2026, Vol. 27, No. 7 Headlines B E L G I U M UNITED PETFOOD HOLDCO: Fitch Assigns 'BB-' LongTerm IDR F R A N C E KEREIS SAS: S&P Withdraws 'B' ICR Following Change of Ownership I R E L A N D PEMBROKE PROPERTY 3: S&P Cuts Class F Notes Rating to 'B-(sf)' I T A L Y ENEL SPA: S&P Assigns 'BB+' Rating on Proposed Hybrid Instrument L U X E M B O U R G DANA FINANCING: Fitch Hikes Rating on Sr. Unsecured Notes to 'BB+' N E T H E R L A N D S VDK GROEP: S&P Affirms 'B+' LT ICR on Largely Debt-Funded Buyout U N I T E D K I N G D O M AVIANCA MIDCO: Moody's Rates New $600MM Sr. Sec. Global Notes 'B1' CIRCLE EXPRESS: Begbies Traynor Appointed as Joint Administrators DUCHESS CHINA: Dow Schofield Watts Appointed as Administrators EML ELECTRICAL: S&W Partners Appointed as Joint Administrators FIRST ELEMENT: RSM UK Appointed as Joint Administrators FIVE OAKS GREEN: FRP Advisory Appointed as Joint Administrators MARPLE HOUSE: Begbies Traynor Appointed as Administrators MOTHERCLUB LTD: FRP Advisory Appointed as Joint Administrators MT TRANSPORT: FRP Advisory Appointed as Joint Administrators PLASTO-SAC UK: BDO LLP Appointed as Joint Administrators SIXES CRICKET: FRP Advisory Appointed as Joint Administrators X X X X X X X X [] BOOK REVIEW: A History of the New York Stock Market - - - - - ============= B E L G I U M ============= UNITED PETFOOD HOLDCO: Fitch Assigns 'BB-' LongTerm IDR ------------------------------------------------------- Fitch Ratings has assigned United Petfood Holdco B.V. (United Petfood) - a newly established holding company of group assets - a Long-Term Issuer Default Rating (IDR) of 'BB-' with a Stable Outlook. It has also affirmed United Petfood Group BV's Long-Term IDR at 'BB-' with a Stable Outlook and subsequently withdrawn the rating. Fitch has also affirmed senior secured debt issued by United Petfood Finance at 'BB+' with a Recovery Rating of 'RR2'. The rating reflects United Petfood's solid position as one of the leading producers of private label products and third-party brands in the European pet food industry, with a broad manufacturing network and strong innovation capabilities, in combination with adequate credit metrics. The Stable Outlook reflects Fitch's expectations of resilient EBITDA and a healthy free cash flow (FCF) margin over 2025-2028, supported by growing scale and earnings expansion from organic and acquisitive growth. It also reflects increasing diversification in the US market and cross-selling opportunities. Fitch is withdrawing the ratings of United Petfood Group BV as it is undergoing a reorganisation. Accordingly, Fitch will no longer provide ratings or analytical coverage for United Petfood Group BV.. Key Rating Drivers Resilient Profitability: Fitch said, "We estimate United Petfood's profitability to have declined 150bp in 2025, reflecting a softer European market due to competition from branded products, which we expect to ease in 2026 amid the continuing softer consumer environment. From 2026, we forecast EBITDA margins to rise to 23% and above , supported by the company's expanding scale and increasing share of more profitable wet food and snacks, alongside receding cost inflation, despite rising labour expenses." Robust profitability is further supported by the company's premium positioning and low demand elasticity in the pet food industry. Bolt-on M&A may lead to temporary margin dilution. Positive and Growing FCF: Fitch expects FCF margins to remain positive at 4%-6% in 2025-2027, supported by resilient profitability, despite increased capex of 7.5%-8% of revenue in 2025-2026 and additional working capital investment tied to extended payment terms with some US customers to support the company's penetration and expansion in the new market. Moderate Diversification: Fitch said, "We consider United Petfood's product offering to be limited given its focus on dry pet food, which was 83% of sales in 2025. It also remains highly reliant on western Europe, at 72% of sales in 2025. This is offset by a well-balanced offering across premium, mainstream and economic price points. We expect diversification to improve due to ongoing investment in wet and snack production capacity plus a growing presence in the US and Turkish markets. The company intends to increase diversification to APAC and the Middle East over the long term." Adequate Leverage; Growing Headroom: Fitch said, "The company has adequate leverage metrics for its moderately diversified business model, with growing leverage headroom. We estimate EBITDA gross leverage at 4.0x at end-2025, before reducing to 3.6x at end-2026. The deleveraging will mainly be driven by EBITDA growth, supported by the ramp-up of the recently penetrated US market, capacity expansion in Europe and our assumptions of continuing bolt-on M&A, mostly financed by internally generated cash flow." Continued Strong Growth Prospects: Fitch said, "We project revenue to increase organically by 8.5% in 2026, after an estimated 8% growth in 2025, due to capacity expansion in the recently entered US market and planned capacity growth in the UK and Romania, alongside additional production lines at existing plants in Spain, France, Poland and Turkiye. Until 2028, we estimate revenue CAGR of 9%, supported by solid organic growth, growing cross-selling, improved price mix and product premiumisation. This organic growth is likely to be aided by bolt-on acquisitions, which are part of the group's business development strategy." Balanced Customer Base: United Petfood benefits from a balanced client portfolio of co-manufacturing contracts with brand owners and private label orders from retailers, plus exposure to specialty customers. Strong relationships with brand owners and a presence in the premium price segment underpin its healthy profitability and high growth prospects against the broader packaged food industry. The retail segment ensures resilient sales volumes, while also benefiting from growing premiumisation and innovation in private label goods. It has moderate customer concentration risk and a record of long-lasting relationships, with a low churn rate of below 2% of revenue a year. Leading European Pet Food Producer: United Petfood is one of Europe's largest third-party manufacturers of pet food for retail chains, small-to-medium brand owners and specialty retailers. The company has been growing rapidly through M&A and expansion in addition to healthy organic sales growth, increasing its revenue to an estimated EUR1.5 billion at end-2025, from EUR138 million in 2017. Peer Analysis United Petfood is rated one notch below Nomad Foods Limited (BB/Stable), Europe's largest frozen food producer, due to the latter's considerably wider product diversification and stronger FCF given its modest capital intensity, despite a slightly lower operating profitability. However, the gap between the two companies' credit profiles is narrowing; Nomad has fully exhausted its rating headroom, though it remains supported by its financial policy commitment, while Fitch expects United Petfood to build comfortable rating headroom over the medium term. United Petfood is rated one notch below Ulker Biskuvi Sanayi A.S. (BB/Stable) - Turkiye's largest confectionary producer, whose rating is constrained by the Country Ceiling. Ulker has a comparable business profile, but significantly lower net leverage of below 2x compared with United Petfood's net leverage of 3.0x-4.0x. United Petfood is larger and has wider geographical diversification than Sammontana Italia S.p.A. (B+/Stable). The rating differential is supported by United Petfood's stronger profitability, lower exposure to commodity price volatility and lower leverage. United Petfood is larger and more profitable than La Doria S.p.A. (B+/Stable), an Italian manufacturer of private-label tomato, vegetable and fruit derivatives. The one-notch differential is driven by lower leverage and stronger cash conversion. United Petfood is rated two notches above Sigma Holdco BV (Flora Food; B/Stable), whose rating is weighed down by much higher EBITDA leverage of about 7x in 2025-2027, partly balanced by Flora Food's considerably stronger business profile as a global market leader in plant-based spreads, bigger size, solid brand portfolio and wider geographical diversification. Fitch’s Key Rating-Case Assumptions - Mid-to-high single-digit organic revenue growth through to 2028 - EBITDA margin at about 23% over 2025-2028 - Working capital-related cash outflows of about EUR30 million a year through to 2028 - Capex at 7.5%-8% of sales in 2025-2026 before reducing to 7% in 2027 and about 6% in 2028 - Bolt-on acquisitions of about EUR50 million a year for 2026-2028 - No dividend payments Recovery Analysis The two-notch uplift to the rating of the senior secured EUR1,225 million term loan B (TLB) to 'BB+' reflects Fitch's view of above-average recovery prospects. These are supported by moderate leverage and the absence of prior ranking debt class in the capital structure. The TLB shares the same collateral and ranks equally with the company's revolving credit facility (RCF). The TLB is issued by United Petfood Finance. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margin falling below 15% and FCF below 5% of sales due to weakening operating performance - Financial policy changes leading to EBITDA leverage above 4.5x on a sustained basis - EBITDA interest coverage below 4.5x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Strong operating performance with continuing growth in scale and increased product diversification while maintaining solid profitability and increasing EBITDA above EUR400 million - Maintenance of EBITDA margin above 20%, translating into a FCF margin in the mid-single digits - Maintenance of conservative financial policy as reflected in EBITDA leverage consistently below 3.5x - Sufficient financial reporting disclosure, providing a full set of financial statements and supplementary information Liquidity and Debt Structure Fitch said, "We estimate United Petfood's freely available cash balance at end-2025 at about EUR9 million, after restricting EUR20 million for daily operational purposes. This is complemented by access to a EUR200 million undrawn committed RCF. We estimate this should be sufficient for operations and debt servicing in light of positive FCF and no major debt maturity before 2032." Issuer Profile United Petfood is one of Europe's leaders in the sector of private label pet food manufacturing. Product offering primarily includes dry pet food, which accounts for 83% of sales, followed by wet pet food and biscuits and snacks. RATING ACTIONS Rating Prior ------ ----- United Petfood Group BV LT IDR BB- Affirmed BB- LT IDR WD Withdrawn United Petfood Finance senior secured LT BB+ Affirmed RR2 BB+ United Petfood Holdco B.V. LT IDR BB- New Rating =========== F R A N C E =========== KEREIS SAS: S&P Withdraws 'B' ICR Following Change of Ownership --------------------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on France-based insurance broker Kereis SAS and its core subsidiary Kereis Holding SAS, at the issuer's request. At the time of the withdrawal, S&P's rating outlook on both entities was stable. At the same time, S&P discontinued its 'B' issue rating and '3' recovery rating on the company's first-lien credit facility of EUR965 million, as it has been fully repaid. ============= I R E L A N D ============= PEMBROKE PROPERTY 3: S&P Cuts Class F Notes Rating to 'B-(sf)' -------------------------------------------------------------- S&P Global Ratings affirmed its 'AAA (sf)' credit rating on Pembroke Property Finance 3 DAC's class A notes. At the same time, S&P raised its ratings on the class B, C, and D notes to 'AAA (sf)', 'AA+ (sf)', and 'AA- (sf)' from 'AA (sf)', 'AA- (sf)', and 'A (sf)', respectively. S&P also lowered its ratings on the class E and F notes to 'BB (sf)' and 'B- (sf)' from 'BBB- (sf)' and 'B (sf)', respectively, and resolved the UCO placements for all ratings. Rating rationale S&P said, "The rating actions follow the publication of our global CMBS criteria and our review of the latest transaction performance data. There have been only three interest payment dates since closing. Our analysis, based on the September investor report, shows a loan count of 108, a decrease of one loan due to 10 loan repayments offset by nine further advances." Since closing, there have been no loan defaults or amendments and the weighted-average loan-to-value (LTV) ratio has increased marginally to 60% from 59.0%. S&P said, "According to our criteria, we now calculate a standalone credit enhancement (SCE) and a diversified credit enhancement (DCE) for each loan. We use the effective loan count to interpolate between these two end points to determine the final credit enhancement at each rating category. This approach allows more credit for loan diversification than in our previous criteria, which benefits the mezzanine tranches." However, because there is no diversification benefit at the lower end of the rating scale, the more junior classes remain increasingly exposed to credit deterioration in individual loans. Transaction overview The transaction closed in February 2025 and is an Irish CMBS transaction, secured by 108 loans made to 65 borrower groups, or risk groups as of September 2025. Originally, there were 68 risk groups in the collateral pool. The collateral properties are a mix of retail (25.5% of the total property value as per the September investor report), industrial (24.3%), hotel (16.2%), multifamily (16.1%), office (11.8%), and other property types (6.1%). Since closing, the pool's overall performance has not changed materially. The LTV ratio is slightly up following further advances, but the interest coverage and debt service coverage ratios remain constant at 1.9x and 1.5x, respectively. The property type distribution also remains largely unchanged. Credit enhancement has increased slightly, as repayments and amortization have outpaced further advances, with the class A notes' credit enhancement (excluding the cash reserve) now at 43.6% from 40.6%. S&P said, "We used the September 2025 investor report to calculate S&P Values for each asset and to determine asset quality and income stability scores for each asset. Under our updated criteria, we no longer deduct purchase costs from our S&P gross value, resulting in our S&P Value haircut compared with the market value decreasing to 20.6%, from 27.1% at closing." Table 1 Loan and collateral summary December Closing 2025 review Data as of Q1 2025 Q3 2025 Securitized loan balance (mil. EUR) 341.7 317.1 Securitized LTV ratio (%) 59.0 60.0 Weighted-Average remaining term (years) 2.8 2.4 Number of properties 233 227 Market value (mil. EUR) 598.3 544.9 Date of market value Various Various Average asset value (mil. EUR) 2.57 2.40 LTV--Loan-to-value. Table 2 Key assumptions December Closing 2025 review S&P Global Ratings gross potential rent (mil. EUR) 47.5 45.9 S&P Global Ratings vacancy (%) 8.9 9.9 S&P Global Ratings expenses (%) 5.4 5.2 S&P Global Ratings net cash flow (mil. EUR) 37.2 35.5 S&P Global Ratings value (mil. EUR)* 436.2 430.8 S&P Global Ratings cap rate (%) 8.20 8.23 Haircut-to-market value (%) 27.1 20.6 S&P Global Ratings LTV ratio (before recovery rate adjustments; %) 87.9 79.9 LTV--Loan to value. Standalone and diversified credit enhancement S&P said, "We calculate an SCE of 37.05% and a DCE of 17.08% at 'AAA'. Additionally, we calculate an effective loan count of 27.4, based on the number of risk groups and the Herfindahl-Hirshman Index. This results in a final credit enhancement at 'AAA' of 17.25%, which compares with the actual credit enhancement levels (excluding the class Z notes and the class A reserve) for the class A, B, and C notes of 37.89%, 27.06%, and 20.78%, respectively. Additionally, our criteria and assumptions reflect a final credit enhancement at 'BBB' of 8.43%. "At the 'B' rating category, there is no diversity benefit. The cumulative class balance at the class F level is EUR316.76 million, compared with a total loan balance of just over EUR317 million. Although there is a marginal overcollateralization, we assess four risk groups with S&P LTV ratios over 100%. Therefore, losses from these loans may exceed the overcollateralization and lead to principal shortfalls on the class F notes." Other analytical considerations S&P said, "Our analysis included a full review of legal and regulatory, operational and administrative, and counterparty risks. Our assessment of these risks remains unchanged since closing and is commensurate with the assigned ratings." Rating actions S&P said, "Our ratings address the timely payment of interest, payable quarterly in arrears, and the payment of principal no later than the notes' legal final maturity date in 2043. "The class A, B, and C notes exceed our 'AAA' credit enhancement thresholds under our criteria. We therefore affirmed our rating on the class A notes and raised our rating on the class B notes. We raised our rating on the class C notes to reflect its subordination, and our upgrade of the class D notes reflects the results of our model output. "The final credit enhancement level for the 'BBB' rating category is 8.43%, exceeding the class E credit enhancement of 6.47%. We therefore lowered our rating on this class of notes. "We believe losses from some risk groups in the pool may exceed the overcollateralization for the class F notes; therefore, we lowered our rating on this class." ========= I T A L Y ========= ENEL SPA: S&P Assigns 'BB+' Rating on Proposed Hybrid Instrument ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' long-term issue rating to the proposed undated, optionally deferrable, and subordinated hybrid capital instruments to be issued by Italy-based multiutility Enel SpA. The transaction remains subject to market conditions. S&P expects Enel's issuance to be a dual tranche of benchmark size and anticipate that, subject to market conditions, the net amount of outstanding hybrids with intermediate equity content may potentially increase. Enel SpA announced dual-tranche hybrid instruments of a minimum size of EUR1.35 billion. It will use these to replace the two hybrid bonds, with their first call date in 2026, for which S&P is revising its assessment to no equity content. The size of the issuance will be EUR1.35 billion at minimum but could be up to EUR2 billion, subject to market conditions. The latter case would represent a EUR650 million net increase in Enel's total hybrid capital stock. S&P said, "We do not expect Enel's total hybrid stock to decrease significantly below the portfolio size after the transaction in the medium term. "We consider the proposed instruments will have intermediate equity content until the first reset date, which we understand will fall no earlier than six years from issuance for the first tranche, and nine years for the second tranche. During this period, the instruments meet our criteria in terms of their ability to absorb losses or conserve cash if needed. The first call date for both instruments is due to fall three months before the reset date. "We derive our 'BB+' issue rating on the proposed instruments by notching down from our 'BBB' issuer credit rating on Enel." As per S&P's methodology, the two-notch differential reflects: -- A one-notch deduction for subordination because the rating on Enel is above 'BBB-'. -- An additional one-notch deduction to reflect payment flexibility, given the deferral of interest is optional. The number of downward notches reflects our view that Enel is relatively unlikely to defer interest. S&P said, "Should our view change, we may deduct additional notches to derive the issue rating. Furthermore, to capture our view of the intermediate equity content of the proposed instruments, we treat 50% of the related payments as a fixed charge and 50% as equivalent to a common dividend, in line with our hybrid capital criteria. The 50% treatment of principal and accrued interest also applies to our adjustment of debt." S&P said, "We note that, as part of the transaction, Enel wants to refinance its EUR750 million hybrid bond, with a first call date of Aug. 24, 2026, and EUR600 million hybrid bond, with a call date of Dec. 10, 2026. We are therefore revising our assessment for the two aforementioned hybrid bonds to no equity content." Enel can redeem the instruments for cash at any time in the three months immediately before the first reset date, and thereafter on every interest payment date. The company has underscored its willingness to maintain or replace the instruments, despite the loss of the preferential treatment. This statement of intent reduces the likelihood that the issuer will repurchase the notes on the open market. S&P said, "We also do not believe that the presence of a make-whole clause creates an expectation that the proposed instruments will be redeemed before their effective maturity without replacement. We understand the make-whole margin will be capped at 50 basis points (bps), meaning that there will be a substantial premium to par if the make-whole clause is enacted. We consider this creates a clear disincentive for Enel to exercise the make-whole clause. Although the proposed instruments are perpetual, they can be called at any time for events we regard as external or remote (change in tax, rating event, or accounting event)." S&P said, "We understand that, for both tranches, the interest will increase by 25 bps five years after the first reset date, then by an additional 75 bps at the second step-up 20 years after the first reset date. We view any step-up above 25 bps as presenting an economic incentive to redeem the instruments, and therefore treat the date of the second step-up as the effective maturity for both tranches. "Key factors in our assessment of the instruments' deferability. In our view, Enel's option to defer payment on the proposed instruments is discretionary. This means that the issuer may elect not to pay accrued interest on an interest payment date because doing so is not an event of default. However, any deferred interest payment will have to be settled in cash if Enel declares or pays a dividend on shares or interest on an equally ranking instrument, and if the issuer redeems or repurchases shares or equally ranking instruments. Nevertheless, this condition remains acceptable under our methodology because, once the issuer has settled the deferred amount, it can still choose to defer on the next interest payment date. "Key factors in our assessment of the instruments' subordination. The proposed instruments (and coupons) are intended to constitute Enel's direct, unsecured, and subordinated obligations, ranking senior to their common shares." =================== L U X E M B O U R G =================== DANA FINANCING: Fitch Hikes Rating on Sr. Unsecured Notes to 'BB+' ------------------------------------------------------------------ Fitch Ratings has upgraded Dana Incorporated's (Dana) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB'. Fitch has also upgraded the ratings of the senior unsecured notes issued by Dana and its Dana Financing Luxembourg S.a.r.l. (Dana Financing) subsidiary to 'BB+' with a Recovery Rating of 'RR4' from 'BB'/'RR4'. Fitch has affirmed Dana's secured revolver rating at 'BBB-'/'RR1'. Fitch has removed the ratings from Rating Watch Positive and assigned a Stable Outlook. Dana's ratings have been upgraded following the Jan. 2, 2026, closing of the sale of its Off-Highway business to Allison Transmission Holdings, Inc. (Allison). Dana is currently conducting a tender offer and call for a substantial portion of its senior unsecured notes. Following the sale and debt reduction, Dana will have substantially less debt but will be a smaller, less diversified company. Key Rating Drivers Off-Highway Sale: In June 2025, Dana entered into a definitive agreement to sell its Off-Highway business to Allison for $2.7 billion, or $2.4 billion net of taxes, transaction expenses and assumed liabilities. Dana and Allison closed the sale on Jan. 2, 2026. Following the closing, Dana intends to use a substantial portion of the proceeds to pay down about $2.0 billion of its outstanding debt. Dana had about $3.1 billion of debt (excluding finance leases) outstanding at Sept. 30, 2025. Dana's Off-Highway business generated 27% of the company's consolidated revenue and 47% of its adjusted EBITDA in 2024. As such, the sale leaves the remaining Dana business notably smaller and less diversified, with lower margins and higher cyclicality. However, the planned debt reduction will significantly reduce Dana's leverage, while other profit improvement initiatives will continue to grow the remaining business' margins, which will help to mitigate the loss of Dana's highest-margin operating segment. Substantial Debt Reduction: In December 2025, Dana launched a pro rata tender offer for about 43% of all its outstanding senior unsecured notes. If all eligible notes are tendered, the offer would reduce outstanding debt by about $1.0 billion. However, given the economics of the transaction, holders of Dana Financing's EUR425 million 8.5% notes due 2031 may not tender to the full amount. Dana also intends to redeem any of its $800 million of 2027 and 2028 notes that are not tendered. Fitch expects the company will repay $375 million of revolver borrowings outstanding at Sept. 30, 2025, and the company is required to repay its $250 million term loan by Jan. 7, 2026. Fitch expects Dana's total debt to decline to around $1.2 billion when the various debt reduction activities are concluded, down from $3.1 billion at Sept. 30, 2025. Less Geographical Diversification: Dana's product portfolio is smaller and less geographically diversified following the sale of the Off-Highway business. The Off-Highway segment generated 87% of its sales outside North America in 2024, while the Light and Commercial Vehicle segments generated 66% and 56% of their revenue in North America, respectively. Power Technologies, which has been rolled into the Light and Commercial Vehicle segments, derived 57% of its revenue from North America. The remaining businesses will continue to have exposure to Europe, South America and Asia-Pacific, but the company's sales will be more concentrated in North America going forward. Leverage Under 2.0x: Following the Off-Highway sale and subsequent debt repayment, Fitch expects gross EBITDA leverage will decline below 2.0x on a pro forma basis, down from 3.1x at YE 2024, despite the loss of Off-Highway EBITDA. Going forward, Fitch expects EBITDA leverage could decline toward the mid-1x range as EBITDA grows. 10% EBITDA Margins: In addition to the Off-Highway sale, Dana has undertaken a strategic plan to substantially cut costs and improve its margins. The company is on track to reduce costs by $310 million versus 2024, of which $235 million is expected to have been achieved in 2025. Initiatives include reducing corporate overhead, lowering operational complexity and curtailing some EV investments. Fitch expects the cost savings will allow Dana to generate EBITDA margins (based on Fitch's methodology) near 10% in 2026, with further growth in the outer years. Dana last achieved EBITDA margins above 10% in 2019. Strengthened FCF: Fitch expects Dana's cost reduction activities to strengthen its FCF margins. Fitch anticipates Dana will produce consistently positive post-dividend FCF margins in the 2.5% range over the next several years, although they could fall a below that in 2026. Consistently positive FCF would represent a change from the recent past, as actual post-dividend FCF was negative in three of the past four years. Fitch expects capex to be lower following the Off-Highway sale and capex as a percentage of revenue to run in the mid-4% range, which is in line with historical levels. Balanced Capital Allocation: In addition to paying down debt, Dana has returned about $650 million to shareholders since the Off-Highway sale was announced, part of a board authorization to return $1.0 billion to shareholders through YE 2027, in addition to the existing dividend. Through Sept. 30, 2025, Dana had used $439 million of cash for share repurchases, a portion of which was funded with revolver borrowings that Fitch expects Dana will repay following the Off-Highway sale. In addition to debt reduction and shareholder returns, Dana continues to invest for organic growth in its business. Peer Analysis Dana has a relatively strong competitive position, focusing primarily on driveline systems for light and commercial vehicles. It also manufactures sealing and thermal products for vehicle powertrains and drivetrains. Dana's driveline business competes directly with the driveline businesses of American Axle & Manufacturing Holdings, Inc. (BB-/Stable) and Cummins Inc.'s Meritor unit, although American Axle focuses on light vehicles while Meritor focuses on commercial and off-road vehicles. Dana is smaller than American Axle from a revenue perspective following the Off-Highway sale and will be smaller still when American Axle completes its pending acquisition of Dowlais Group plc. American Axle's driveline business is larger than Dana's light-vehicle business, while Dana is considerable smaller than Cummins', which is much more diversified. However, commercial vehicle driveline systems make up a relatively small portion of Cummins' business. Dana's midcycle EBITDA leverage will be lower than most 'BB' category auto and capital goods suppliers, such as Allison Transmission Holdings, Inc. (BB+/Stable) or The Goodyear Tire & Rubber Company (BB-/Negative), following the Off-Highway sale. Dana's EBITDA margins are on the higher end of issuers in the 'BB' category and are expected to grow as the company progresses with its cost savings initiatives. Fitch's Key Rating-Case Assumptions -- Dana uses about $2 billion of proceeds from the Off-Highway sale to reduce outstanding debt; -- Global commercial vehicle and light vehicle production declines in 2025, while Off-Highway vehicle production is mixed. Beyond 2025, global commercial and light vehicle production grows in the low single-digit range; -- EBITDA margins rise into the 10% range, reflecting ongoing realization of cost savings initiatives; -- Capex runs at about 4.5% of revenue over the next several years, which is relatively consistent with long-term historical levels; -- Post-dividend FCF margins run in the 1.5%-2.5% range over the next several years; -- The company maintains a solid liquidity position, including cash and credit facility availability; -- Any excess cash is used for share repurchases or small acquisitions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to a Negative Rating Action/Downgrade -- A shift in industry dynamics that leads to a meaningful loss of share for Dana's products; -- Sustained EBITDA margin below 8.0% and post-dividend FCF margin below 1.5%; -- Sustained gross EBITDA leverage above 2.0x. Factors that Could, Individually or Collectively, Lead to a Positive Rating Action/Upgrade -- Platform and customer growth in the remaining light vehicle driveline and commercial vehicle businesses; -- Sustained EBITDA margin above 11.0% and post-dividend FCF margin above 2.0%; -- Sustained gross EBITDA leverage below 1.5x. Liquidity and Debt Structure As of Sept. 30, 2025, Dana had $414 million of cash and equivalents. In addition, the company maintains further liquidity through a $1.15 billion secured revolver that matures in 2028. As of Sept. 30, 2025, there were $375 million of borrowings outstanding on the revolver and $10 million of the available capacity was used to back letters of credit, leaving $765 billion of available capacity. Based on the seasonality of Dana's business, as of Sept. 30, 2025, Fitch has treated $100 million of Dana's cash and cash equivalents as not readily available for calculating net metrics. This is an amount that Fitch estimates Dana would need to hold to cover seasonal changes in operating cash flow, maintenance capex and common dividends without resorting to temporary borrowing. As of Sept. 30, 2025, Dana's debt structure consisted mainly of $2.4 billion of senior unsecured notes issued by Dana and Dana Financing, as well as $375 million of revolver borrowings, the $250 million term loan and an estimated $86 million of other long- and short-term debt (excluding finance leases). In December 2025, Dana launched a tender offer and call for about $1.4 billion of its senior unsecured notes. Issuer Profile Dana is an automotive and capital goods supplier focused on the full-frame light truck and commercial truck end markets. The company is headquartered in the U.S. and has operations in North America, Europe, South America and the Asia-Pacific region. RATING ACTIONS Rating Prior ------ ----- Dana Financing Luxembourg S.a r.l. senior unsecured LT BB+ Upgrade RR4 BB Dana Incorporated LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB senior secured LT BBB- Affirmed RR1 BBB- ===================== N E T H E R L A N D S ===================== VDK GROEP: S&P Affirms 'B+' LT ICR on Largely Debt-Funded Buyout ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on VDK Groep and the 'B+' issue rating and '3' recovery rating on the company's EUR1.085 billion term loan B (TLB) (including the proposed EUR450 million fungible add-on). S&P said, "The stable outlook reflects our view that VDK Groep will successfully integrate Builtech, leading to significant revenue and EBITDA growth in 2026, alongside continued positive organic growth and further bolt-on M&A activity. While market conditions are expected to remain sound, we forecast solid FOCF generation and leverage reaching 4.5x with funds from operations (FFO) to debt at about 13% in 2026." VDK Groep is planning to raise a EUR450 million fungible term loan B (TLB) add-on alongside a EUR113 million equity contribution from the financial sponsor EMK Capital to fund the acquisition of Builtech for EUR543 million. The company is also planning to upsize its revolving credit facility (RCF) to EUR225 million from EUR155 million. Thanks to the Builtech acquisition and ongoing bolt-on acquisitions, VDK is enhancing its scale and reducing its geographic concentration in the Netherlands to about 70% (from almost 100%) as the company is opening up new addressable markets in the broader DACH (Germany, Austria, and Switzerland) region and Sweden, in which Builtech is viewed as a platform investment, leading S&P to revise upward its business risk profile to fair. S&P forecasts S&P Global Ratings-adjusted debt to EBITDA to reach 4.5x at year-end 2026 and 4.3x in 2027, with the company maintaining good free operating cash flow (FOCF) thanks to a successful integration of Builtech, positive like-for-like revenue growth of about 3.5%-4.0%, and an S&P Global Ratings-adjusted EBITDA margin of about 13.0%-13.5%, despite the dilutive effect of the Builtech acquisition. To fund the acquisition of the German technical installation services company Builtech, VDK is moderately releveraging its capital structure. VDK is planning to raise a fungible EUR450 million TLB add-on alongside EUR113 million of equity contribution from the financial sponsor EMK Capital to fund the acquisition of the German technical facility management company Builtech for EUR543 million. The acquisition of Builtech is VDK's first significant investment in the German technical facility management market. The company previously held only six local companies in the country, contributing roughly 1% to total revenue in 2025. The shareholder contribution will include preference shares, which S&P treats as equity and exclude from its leverage and coverage calculations because their terms indicate that they will act as a cushion to conserve cash and absorb any potential losses ahead of the company's debt. S&P said, "The Builtech acquisition enhances VDK's business profile by increasing its scale and addressable market, alongside reducing its geographical concentration in the Netherlands, leading us to revise up our business risk profile to fair. With company-estimated revenue of EUR549 million and EBITDA of EUR52 million in 2025, Builtech is significantly increasing VDK's scale by bringing company-reported pro forma revenue near EUR2 billion in 2025 and adding almost 25% of EBITDA. In 2026, we forecast revenue will reach EUR2.2 billon with S&P Global Ratings-adjusted EBITDA of almost EUR290 million, mostly thanks to the significant contribution of Builtech, VDK's anticipated bolt-on activity during 2026, full annualization of its 2025 acquisitions, and some modest like-for-like growth. The enhanced scale brings VDK closer to other rated peers like Infragroup Bidco or Assemblin Caverion Group, which we forecast will reach, respectively, EUR300 million and SEK3.95 billion (around EUR360 million) of EBITDA in 2026. The increase in scale will not only provide greater brand awareness but also allow for additional procurement gains as purchasing power increases. In 2024, VDK generated about EUR25 million in procurement gains, which we expect to further expand with the Builtech integration. In addition, geographic concentration of revenue is reducing to around 73% in the Netherlands, pro forma for the Builtech acquisition, from almost 100% in 2025. This will allow VDK to penetrate a greater addressable market adding about EUR122 billion with Germany, Sweden, Austria, and Switzerland, for which market fundamentals remain similar with regard to housing shortages that indicate a need for more new-build activity, ambitious energy efficiency targets that drive more renovation work, and more demand for larger infrastructure investments. Nevertheless, the highly fragmented nature of the European technical installation market reduces pricing power while Builtech's network density is still smaller than those of larger German market players like Apleona, which has an estimated market share of 4%, versus 1% for Builtech. Builtech also bears higher customer concentration with about 33% of 2024 revenue linked to its 10 top customers. And, although the majority of those relationships have been long lasting, with roughly two-thirds of total output in Germany and Austria coming from recurring customers, it may add to revenue volatility if not managed well. "Operational challenges and challenging market conditions affected Builtech's performance in 2024, but we expect the company to report operating improvement for 2025. Throughout the last two years, Builtech has faced operational challenges that were linked to the German Schlau and CMS entities and the bankruptcy of its Swedish client Northvolt. In the latter, the larger project that was accepted by its Swedish entity Brion for Northvolt led to a temporary mismatch between its available capacity and orderbook upon insolvency of Northvolt. In addition, the Swedish construction and new-build residential market has been soft over the last several years, adding further downside pressure. While the German CMS business accepted a larger noncore project at the Frankfurt airport that had lower profitability and concluded at the end of 2025, the Schlau entity suffered from weak project selection and oversight on the back of management challenges. As a result, three loss-making projects that were revalued negatively contributed EUR2.7 million in 2024. At the Builtech level, the combination of the operational challenges and soft market conditions led to a revenue decline of 6% year over year in 2024, while company-reported EBITDA declined from EUR49 million in 2023 to about EUR36 million. "We expect Builtech will report signs of recovery in its 2025 operating performance, thanks to a gradual improvement in market conditions with a stronger order backlog and preventive management actions. Those management actions included putting in place a new management team at Schlau and strengthening project governance. While the Schlau entity still faced a negative reported EBITDA of EUR1.8 million during the first eight months of 2025, the actions taken should lead to break-even EBITDA as of year-end 2025. In the first nine months of 2025, like-for-like company-adjusted revenue and EBITDA figures are reflective of the market improvement and stricter project selection targeting higher-margin work, with like-for-like company adjusted EBITDA reaching EUR39 million compared with EUR30 million in the previous year, while revenue modestly declined by 2%. "We expect further operating improvements at Builtech over the next two years thanks to the positive contribution from VDK's best practices. We believe that the integration into the VDK group will positively benefit Builtech, as its organizational structure will largely follow VDK's successful model in the Netherlands with regional management. We anticipate that project governance and its selection framework will be further refined by the influence from VDK's management, which has shown its ability to integrate businesses including strict project selection, as reflected by its strong forecast EBITDA margin that steadily increased to above 14% in 2025 (on an S&P Global Ratings-adjusted basis). Therefore, our base case for the total group also factors in S&P Global Ratings-adjusted EBITDA margin expansion toward 14% in 2027, after a dip to about 13% in 2026 caused by the integration of lower-margin Builtech. "While the size of the Builtech acquisition bears risk for integration challenges and higher exceptional costs, this is partially offset by VDK's track record of successfully integrating businesses. Since 2021, VDK has acquired more than 70 bolt-on acquisitions, thereby acting as a consolidator in the market. During that time, VDK has successfully grown its revenue base, and has shown industry-leading EBITDA margins, which we believe will be above 14% for 2025. The Builtech acquisition is another step up in VDK's growth trajectory, adding almost EUR50 million of company-adjusted EBITDA for 2025. While larger-scale platform acquisitions expose a business to integration risk, this is mitigated by the fact that VDK and Builtech both have track records of bolt-on integrations, with Builtech having integrated more than 30 entities since 2018. In addition, the decentralized and regional model will most likely require less groupwide restructuring activities because Builtech will continue to operate under its brand, while having alignment in its culture around bolt-on acquisitions and a regional leadership model. Nevertheless, we expect that the combined group will need to make investments to continue building out the decentralized model in Germany with the establishment of regional operating management. In case this process takes time, creates disruption, or requires additional investments, this may negatively add temporary profitability volatility with higher exceptional costs. In our base case we anticipate EBITDA margins will improve thanks to successful integration, better project selection, and a focus on higher-margin work for Builtech. However, delays in the implementation of the new operational structure--including the lack of appropriate control mechanisms for the project selection--may adversely impact profitability and lead to weaker credit metrics that could reduce rating headroom. "Despite the largely debt-funded acquisition, we expect VDK's credit metrics to remain commensurate with a 'B+' rating. Thanks to the good operating performance of VDK, including the successful integration of its bolt-on acquisitions, reflected in a 6% like-for-like revenue growth for the first nine months of 2025 and a company-reported EBITDA margin expansion of 30 basis points to 12.4% (before implementation of International Financial Reporting Standard 16), we forecast the company will report leverage and FFO to debt of 3.8x and 16.2%, respectively, for 2025. On the back of the Builtech acquisition, we forecast leverage will tick up to 4.5x, with FFO to debt of 12.8% by the end of 2026 before improving to 4.3x and 14.0%, respectively, in 2027. For 2026, we forecast like-for-like revenue growth of around 3.5%-4.0% as underlying market fundamentals around energy transition and required infrastructure investments persist, with a modest recovery of the construction market. While the S&P Global Ratings-adjusted EBITDA margin is forecast to decline to 12.9% in 2026 from 14.2% in 2025, this is still considered higher than broad industry peers such as Assemblin Caverion and Apleona, with forecast EBITDA margins of 9.5% and 9.2%, respectively. The margin compression year over year is driven by the negative mix effect coming from Builtech's lower-EBITDA-margin business, as well as EUR20 million-EUR25 million of acquisition and integration related costs, which we include in our base case for 2026. Thereafter, we expect a step up of the S&P Global Ratings-adjusted EBITDA margin to 13.6% in 2027, thanks to a successful integration with a decline of exceptional costs by around EUR10 million year over year, procurement gains, and stricter management focus on project selection targeting higher margin projects--particularly for Builtech. "We believe the company will report FOCF generation of EUR79 million for 2025, supported by VDK's asset light business model and a favorable working capital profile that benefits from its exposure to project-related work with a structurally negative working capital profile and low capital expenditure (capex) requirements estimated at below EUR20 million. Given that the acquired businesses, including Builtech, bear similar business characteristics and EBITDA is forecast to see rapid growth above EUR350 million in 2027, we see strong FOCF generation of EUR116 million (including EUR20 million of transaction fees for the Builtech transaction) and EUR172 million in 2026 and 2027. "We continue to expect bolt-on acquisitions in a fragmented market, within the boundaries of the current rating. Supported by the strong FOCF generation and a fully available RCF that VDK proposes to upsize by EUR70 million to EUR225 million, we expect that the company continues to act as a consolidation platform across its key geographies, which are considered fragmented in nature. As such, we have included EUR200 million of acquisition spending in our base case. Despite VDK's acquisitive nature, which is aligned with it strategy, we expect the sponsor's financial policy to remain consistent with the existing rating, as indicated by the EUR113 million equity injection that is contributed for the Builtech acquisition. "The stable outlook reflects our view that VDK will successfully integrate Builtech leading to significant revenue and EBITDA growth in 2026, alongside continued positive organic growth and further bolt-on M&A activity. While market conditions are expected to remain sound, we forecast solid FOCF generation and leverage reaching 4.5x with FFO to debt of close to 13% in 2026. "We could lower the rating if adjusted debt to EBITDA increased and stayed above 5.0x for a prolonged period. This could happen if operating performance weakens, such as integration challenges coming from larger acquisitions like Builtech that lead to higher exceptional costs or a slowdown of the Dutch and German installation market. This could also occur if the company unexpectedly decides to follow a more aggressive financial policy with large debt-funded shareholder distributions or acquisitions, in which case we would very likely negatively revise our financial policy assessment to FS-6. "Although unlikely in the near term, we could raise the rating if VDK sustains leverage below 4.5x and FFO to debt above 16%, alongside a clear commitment and track record from the owners to maintain a financial policy consistent with these levels. A higher rating would also be contingent on a successful integration of Builtech, alongside continued profitable growth and diversification and solid cash flow generation." =========================== U N I T E D K I N G D O M =========================== AVIANCA MIDCO: Moody's Rates New $600MM Sr. Sec. Global Notes 'B1' ------------------------------------------------------------------ Moody's Ratings has assigned a B1 rating to the proposed approximately $600 million backed senior secured global notes to be issued by Avianca MidCo 2 PLC, a fully owned subsidiary of Avianca Group International Limited ("Avianca"). Avianca's B1 corporate family rating and the B1 ratings on the existing backed senior secured notes issued by Avianca Midco 2 PLC remain unchanged. The outlook is stable. The proposed issuance aligns with Avianca's liability management strategy, with proceeds aimed at refinancing a portion of the $1.1 billion senior secured notes maturing in 2028 and for general corporate purposes, including transaction fees and expenses. This move will mitigate refinancing risk by extending maturities and will be largely debt neutral. Following the refinancing, the majority of Avianca's notes will share terms aligned with its existing 2030 Notes, enhancing consistency across its capital structure. Notwithstanding this partial prepayment, Avianca's 2028 Notes will remain the governing instrument within the company's capital structure The rating of the proposed notes assumes that the final transaction documents will not be materially different from draft legal documentation reviewed by us to date and assume that these agreements are legally valid, binding and enforceable. RATINGS RATIONALE The proposed notes will benefit from a first-priority lien on the assets of LifeMiles, which, along with recent appraisal value of the collateral package, result in strong collateral coverage of the rated debt. Recently performed appraisals estimate the collateral value at $6.3 billion, well above the $2.5 billion secured debt as of September 30, 2025. In a liquidation scenario, its value could be lower, given its reliance on assets that are more difficult to value, such as intangibles and LifeMiles' ties with the airline. However, liquidation risk is lower, given Avianca's strong credit profile. Avianca's B1 rating reflects its continued operational and financial improvements, robust liquidity, and successful execution of its business strategy, as well as a supportive operating environment in Colombia and the broader airline sector. The B1 ratings also reflect its leading position in the Latin American passenger airline industry and its favorable cost structure. Conversely, the ratings reflect increasing competition, which could strain airfares; the inherent volatility in the airline industry; and the macroeconomic risks in key Latin American markets: Colombia (Government of Colombia Baa3 stable), and Central America, including Costa Rica (Government of Costa Rica Ba2 stable), El Salvador (Government of El Salvador B3 stable), Ecuador (Government of Ecuador Caa3 stable) and Guatemala (Government of Guatemala Ba1 stable). Since emerging from bankruptcy, Avianca has executed its business plan effectively. The third quarter of 2025 marked its fourth consecutive record quarter. For the 12 months ended September 30, Moody's-adjusted EBITDA was $1.5 billion with a 26% margin, driving leverage down to 3.6x. With 2025 as the first full year under expanded capacity, Moody's expects leverage to decline further to about 3.5x by year-end. Capacity deployment has restored load factor to 83%, up from 76% in Q1. Combined with a competitive cost structure from fleet modernization and cost controls, Avianca should sustain strong profitability. Moody's projects EBIT margin (Moody's-adjusted) to remain in the 10–15% range with positive cash flow through 2027. The proposed transaction is largely debt-neutral, supporting continued leverage improvement below 3.5x over the next two years. The stable outlook reflects Moody's views that Avianca's financial flexibility will continue to support its business strategy, allowing for further improvements to its credit profile through 2027. The company is likely to maintain adequate financial policies and strong liquidity, with internal sources and cash generation comfortably covering requirements through 2027. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of Avianca's rating would result from a sustained increase in passenger demand, allowing the company to maintain revenue growth and improve credit metrics as planned. Quantitatively, an upgrade would require adjusted leverage (measured by total debt/EBITDA) to remain below 3.5x and interest coverage — measured by (funds from operations [FFO] + interest expense)/interest expense — to remain above 3.5x, both on a sustained basis. The maintenance of an adequate liquidity profile would also be required for an upgrade. The rating could be downgraded if recovery in credit metrics falls behind Moody's expectations, with adjusted leverage remaining above 4.5x and interest coverage (FFO + interest/interest) remaining below 2.5x on a sustained basis. A deterioration in the company's liquidity, or additional shocks to demand or profitability that lead to cash burn could also result in a rating downgrade. The principal methodology used in this rating was Passenger Airlines published in December 2025. CIRCLE EXPRESS: Begbies Traynor Appointed as Joint Administrators ----------------------------------------------------------------- Circle Express Ltd was placed into administration proceedings in the Business and Property Courts in Birmingham, Insolvency & Companies List (ChD) Court No. CR-2025-000695, and Dean Watson and Paul Stanley of Begbies Traynor (Central) LLP were appointed as joint administrators on Dec. 19, 2025. Circle Express specialized in haulage and storage. Its registered office is at Unit 1 Polar Park, Bath Road, Harmondsworth, West Drayton UB7 0EX. The joint administrators can be reached at: Dean Watson Paul Stanley Begbies Traynor (Central) LLP 340 Deansgate Manchester, M3 4LY Further details contact: Aiden Fallon Begbies Traynor (Central) LLP Email: Aiden.Fallon@btguk.com Tel: 0161 837 1700 DUCHESS CHINA: Dow Schofield Watts Appointed as Administrators -------------------------------------------------------------- Duchess China 1888 Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court No. CR-2025-001746, and Christopher Benjamin Barrett and John Allan Carpenter of Dow Schofield Watts Business Recovery LLP were appointed as administrators on Dec. 18, 2025. Duchess China 1888 specialized in the manufacture of fine bone china. Its registered office is at 7400 Daresbury Park, Daresbury, Warrington, Cheshire, WA4 4BS (formerly Duchess Works, Uttoxeter Road, Longton, Stoke-on-Trent, ST3 1PB). Its principal trading address is Duchess Works, Uttoxeter Road, Longton, Stoke-on-Trent, ST3 1PB. The administrators can be reached at: Christopher Benjamin Barrett John Allan Carpenter Dow Schofield Watts Business Recovery LLP 7400 Daresbury Park Daresbury, Warrington, WA4 4BS Further details contact: Administrators Tel: 01928 378014 Alternative contact: Kerry Grice Email: kerry@dswrecovery.com EML ELECTRICAL: S&W Partners Appointed as Joint Administrators -------------------------------------------------------------- EML Electrical Contractors 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-2025-008731, and Ben Woodthorpe and Simon Jagger of S&W Partners LLP were appointed as joint administrators on Dec. 18, 2025. EML Electrical specialized in electrical installation. Its registered office and principal trading address is 12 Dodson Way, Peterborough, England, PE1 5XJ. The joint administrators can be reached at: Ben Woodthorpe Simon Jagger S&W Partners LLP 45 Gresham Street London, EC2V 7BG Further details contact: Joint Administrators Tel: 020 4617 5500 Alternative contact: Shanice Cavalier Email: Shanice.cavalier@swgroup.com FIRST ELEMENT: RSM UK Appointed as Joint Administrators ------------------------------------------------------- First Element 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-2025-009044, and David Shambrook, Gordon Thomson, and Stephanie Sutton of RSM UK Restructuring Advisory LLP were appointed as joint administrators on Dec. 22, 2025. First Element specialized in management consultancy activities. Its registered office 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 Tel: 0161 830 4006 FIVE OAKS GREEN: FRP Advisory Appointed as Joint Administrators --------------------------------------------------------------- Five Oaks Green Holdings Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Court No. CR-2025-008992, and Rajnesh Mittal and Arvindar Jit Singh of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 19, 2025. Five Oaks Green Holdings specialized in the buying and selling of own real estate and other letting and operating of own or leased real estate. Its registered office is at Beechenhurst House, 10 Serpentine Road, Birmingham, West Midlands, B29 7HU (to be changed to C/o FRP Advisory Trading Limited, 2nd Floor, 120 Colmore Row, Birmingham, B3 3BD). Its principal trading address is Beechenhurst House, 10 Serpentine Road, Birmingham, West Midlands, B29 7HU. The joint administrators can be reached at: Rajnesh Mittal Arvindar Jit Singh FRP Advisory Trading Limited 2nd Floor, 120 Colmore Row Birmingham, B3 3BD Further details contact: Joint Administrators Tel: 0121 710 1680 Alternative contact: Ethan Yates Email: cp.birmingham@frpadvisory.com MARPLE HOUSE: Begbies Traynor Appointed as Administrators --------------------------------------------------------- Marple House Project Management Ltd (formerly Mansion House Project Management Ltd) was placed into administration proceedings in the Business and Property Courts in Manchester, Insolvency & Companies (ChD), Court No. CR-2025-MAN-001738, and Paul W Barber and Paul Stanley of Begbies Traynor (Central) LLP were appointed as administrators on Dec. 16, 2025. Marple House specialized in the management of real estate. Its registered office is at c/o Begbies Traynor, 340 Deansgate, Manchester, M3 4LY. Its principal trading address is N/A. The administrators can be reached at: Paul W Barber Paul Stanley Begbies Traynor (Central) LLP 340 Deansgate Manchester, M3 4LY Further details contact: Sam Shaw Begbies Traynor (Central) LLP Email: Sam.Shaw@btguk.com Tel: 0161 837 1700 MOTHERCLUB LTD: FRP Advisory Appointed as Joint Administrators -------------------------------------------------------------- Motherclub Ltd was placed into administration proceedings in the Court of Session, Court No. P1313 of 2025, and Alastair Rex Massey and Anthony John Wright of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 17, 2025. Motherclub specialized in activities of other holding companies not elsewhere classified. Its registered office is at 14 Hamilton Place, Aberdeen, Aberdeenshire, AB15 4BH (in the process of being changed to c/o FRP Advisory Trading, Suite B, 4th Floor, Union Row, Aberdeen, AB10 1SA). Its principal trading addresses are: 50 Bermondsey St, London SE1 3UD; 160 & 170 Great Portland St, London W1W 5QB; The Corn Exchange, New Cathedral St, Manchester M4 3TR; Rooftop John Lewis, Westgate Shopping Centre, Queen St, Oxford OX1 1PB. The joint administrators can be reached at: Alastair Rex Massey Anthony John Wright FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU Further details contact: Joint Administrators Tel: +44 (0)330 055 5455 Alternative contact: Sinan Khan Email: cp.aberdeen@frpadvisory.com MT TRANSPORT: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------ MT Transport (UK) Ltd was placed into administration proceedings in the Business and Property Courts in Leeds, Court No. CR-2025-001209, and Rajnesh Mittal and Benjamin Jones of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 22, 2025. MT Transport specialized in freight transport by road. Its registered office is at c/o Enablelink Ltd, George Henry Road, Great Bridge, West Midlands, DY4 7BZ (to be changed to c/o FRP Advisory Trading Limited, 2nd Floor, 120 Colmore Row, Birmingham, B3 3BD). Its principal trading address is c/o Enablelink Ltd, George Henry Road, Great Bridge, Tipton, DY4 7BZ. The joint administrators can be reached at: Rajnesh Mittal Benjamin Jones FRP Advisory Trading Limited 2nd Floor, 120 Colmore Row Birmingham, B3 3BD Further details contact: The Joint Administrators Tel: 0121 710 1680 Email: cp.birmingham@frpadvisory.com Alternative contact: Abbie Lenihan PLASTO-SAC UK: BDO LLP Appointed as Joint Administrators -------------------------------------------------------- Plasto-Sac UK Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Court No. CR-2025-LDS-001205, and Chris Skey and Kerry Bailey of BDO LLP were appointed as joint administrators on Dec. 22, 2025. Plasto-Sac UK specialized in the distribution of plastic and flexible packaging. Its registered office is at Unit 19 John Bradshaw Court, Alexandria Way, Congleton, Cheshire, CW12 1LB (to be changed to C/O BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH). Its principal trading address is 3 Grimrod Place, East Gillibrands Industrial Estate, Skelmersdale, WN8 9UU. The joint administrators can be reached at: Chris Skey Kerry Bailey BDO LLP Eden Building Irwell Street Salford, M3 5EN Further details contact: Owen Casey Tel: +44 151 237 4437 Email: BRCMTNorthandScotland@bdo.co.uk SIXES CRICKET: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------- Sixes Cricket Ltd was placed into administration proceedings in the Court of Session, Court No. P1312 of 2025, and Alastair Rex Massey and Alastair John Wright of FRP Advisory Trading Limited were appointed as joint administrators on Dec. 17, 2025. Sixes Cricket specialized in other food services. Its registered office is at 13 Queen's Road, Aberdeen, AB15 4YL (to be changed to c/o FRP Advisory Trading, Suite B, 4th Floor, Meridian, Union Row, Aberdeen, AB10 1SA). Its principal trading addresses are: 50 Bermondsey St, London SE1 3UD; 160 & 170 Great Portland St, London W1W 5QB; The Corn Exchange, New Cathedral St, Manchester M4 3TR; Rooftop John Lewis, Westgate Shopping Centre, Queen St, Oxford OX1 1PB. The joint administrators can be reached at: Alastair Rex Massey Alastair John Wright FRP Advisory Trading Limited 110 Cannon Street London, EC4N 6EU Further details contact: Joint Administrators Tel: +44 (0)330 055 5455 Alternative contact: Sinan Khan Email: cp.aberdeen@frpadvisory.com =============== X X X X X X X X =============== [] BOOK REVIEW: A History of the New York Stock Market ------------------------------------------------------ Author: Robert Sobel Publisher: Beard Books Soft cover: 395 pages List Price: $34.95 https://ecommerce.beardbooks.com/beardbooks/the_big_board.html First published in 1965, The Big Board was the first history of the New York stock market. It's a story of people: their foibles and strengths, earnestness and avarice, triumphs and crash-and-burns. It's full of entertaining anecdotes, cocktail-party trivia, and tales of love and hate between companies and investors. Early investments in North America consisted almost exclusively of land. The few securities holders lived in cities, where informal markets grew, with most trading carried out in the street and in coffeehouses. Banking, insurance, and manufacturing activity increased only after the Revolution. In 1792, 24 prominent New York businessmen, for whom stock- and bond-trading was only a side business, met under a buttonwood tree on Wall Street and agreed to trade securities on a common commission basis. Five securities were traded: three government bonds and two bank stocks. Trading was carried out at the Tontine Coffee-House in a call market, with the president reading out a list of stocks as brokers traded each in turn. The first half of the 19th century was heady for security trading in New York. In 1817, the Tontine gave way to the New York Stock and Exchange Board, with a more organized and regulated system. Canal mania, which peaked in the late 1820s, attracted European funds to New York and volume soared to 100 shares a day. Soon, the railroads competed with canals for funding. In the frenzy, reckless investors bought shares in "sheer fabrications of imaginative and dishonest men," leading an economist of the day to lament that "every monied corporation is prima facia injurious to the national wealth, and ought to be looked upon by those who have no money with jealousy and suspicion." Colorful figures of Wall Street included Jay Gould and Jim Fisk, who in 1869 precipitated one of the worst panics in American financial history by trying to corner the gold market. Almost lynched, the two were hauled into court, where Fisk whined, "A fellow can't have a little innocent fun without everybody raising a halloo and going wild." Then there was Jay Cooke, who invented the national bond drive and, practically unaided, financed the Union effort in the Civil War. In 1873, however, faulty judgement on railroad investments led to the failure of Cooke & Co. and a panic on Wall Street. The NYSE closed for ten days. A journalist wrote: "An hour before its doors were closed, the Bank of England was not more trusted." Despite J. P. Morgan's virtual single-handed role in stemming the Knickerbocker Trust panic of 1907, on his death in 1913, someone wrote "We verily believe that J. Pierpont Morgan has done more harm in the world than any man who ever lived in it." In the 1950s, Charles Merrill was instrumental in changing this attitude toward Wall Streeters. His firm, Merrill Lynch, derisively known in some quarters as "We, the People" and "The Thundering Herd," brought Wall Street to small investors, traditionally not worth the effort for brokers. The Big Board closes with this story. Asked by a much younger man what he thought stocks would do next, J.P. Morgan "never hesitated for a moment. He transfixed the neophyte with his sharp glance and replied 'They will fluctuate, young man, they will fluctuate.' And so they will." Robert Sobel died in 1999 at the age of 68. A professor at Hofstra University for 43 years, he was a prolific historian of American business, writing or editing more than 50 books. This book may be ordered by calling 888-563-4573 or by visiting www.beardbooks.com or through your favorite Internet or local bookseller. ********* 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 * * *