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260127.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, January 27, 2026, Vol. 27, No. 19 Headlines A R M E N I A ASCE GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative G E R M A N Y TTD HOLDING III: Moody's Affirms 'B2' CFR & Alters Outlook to Neg. I R E L A N D CARLYLE EURO 2025-3: Fitch Rates Class E Debt 'B-sf' TRIBE TECHNOLOGY GROUP: KPMG Appointed as Administrators TRIBE TECHNOLOGY HOLDINGS: KPMG Appointed as Administrators VENDOME FUNDING 2020-1: Fitch Rates Class F-RR Notes 'B-sf' K A Z A K H S T A N ONLINEKAZFINANCE MICROFINANCE: S&P Withdraws 'B-/B' ICRs L U X E M B O U R G CURIUM BIDCO: $100MM Loan Add-on No Impact on Moody's 'B3' CFR S P A I N GREEN BIDCO: Fitch Cuts LongTerm IDR to C on Missed Coupon Payment U N I T E D K I N G D O M JOANIE LIMITED: FRP Advisory Appointed as Administrators LAZY JACKS: BDO Appointed as Administrators MALIN + GOETZ: Alvarez & Marsal Appointed as Administrators PAYMAN HOLDINGS 2: CG & Co Appointed as Administrators RUSSELL & BROMLEY: Interpath Appointed as Administrators SUN II LTD: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable - - - - - ============= A R M E N I A ============= ASCE GROUP: S&P Affirms 'B-' ICR & Alters Outlook to Negative ------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' rating on ASCE Group OJSC' (ASCE). The negative outlook reflects the possibility that S&P would lower the rating in the next 12 months if the company's performance does not improve, resulting in unsustainable capital structure. ASCE's operational and financial performance will remain under pressure because of competition and higher raw materials costs, resulting in high leverage with funds from operations (FFO) to debt of below 10% and debt to EBITDA of 4.5x-5.5x in 2026. The company's liquidity remains weak due to depressed cash flows and sizable contractual debt maturities. ASCE's operating performance will remain weak in 2026, resulting in consistently high leverage. The company's operating performance did not improve in 2025 compared to a weak 2024, affected by the breakdown of a transformer. Although the transformer was fixed in October 2024, in 2025 ASCE faced new challenges, such as higher competition from both domestic producers and imports. The newly expanded Karakert Steel plant, which has 25,000-ton smelting and 120,000-ton rolling facilities, which could cover up to 50% of the Armenian market. This is smaller than ASCE's facilities but is a large addition to the limited Armenian market. S&P said, "We understand that imported rebars, notably from Iran, have further intensified competition and constrained prices. As a result of these trends, we estimate that ASCE has sold about 95,000 tons of steel products in 2025 and will sell no more than 110,000 in 2026, which is well below its capacity of 175,000 tons. This compares well with the 113,000 tons the company delivered in 2022 and the 110,000 tons in 2023, when its EBITDA was materially stronger. However, we estimate that the price for local rebar has declined by about 23% between 2022 and 2025, to about Armenian dram (AMD) 230,000 per ton in 2025 from AMD295,000 per ton in 2021. We estimate that competitive pressures could cause the price to decline further to AMD220,000 per ton in 2026. This has lowered the company's EBITDA margin to an estimated 21.0% in 2025, down from 38.8% in 2022. We expect that the company's EBITDA margin will remain at about 20.0% in 2026, as we expect the competition to remain intense." ASCE's capital structure might become unsustainable if the market situation does not improve, leading to us lowering the rating to the 'CCC' category. S&P said, "We forecast EBITDA of AMD5.5 billion-AMD6 billion in 2026, compared with an estimated AMD4.5 billion-AMD5 billion in 2025 and AMD6.6 billion in 2024. We expect ASCE's leverage to remain above 5.0x and FFO to debt below 12% in 2026, compared with an estimated 6.0x-6.5x debt to EBITDA and 0%-5% FFO to debt in 2025. With leverage the company's capital structure might become unsustainable if it is unable to generate positive free operating cash flow, on top of managing its liquidity profile, leading us to lower the rating on ASCE to the 'CCC' category." Liquidity remains a key rating constraint, reflecting the upcoming maturities and limited financial flexibility. ASCE has about AMD1.7 billion of annual contractual debt amortizations in 2026 and 2027 and up to AMD1 billion of annual seasonal working capital variations. With an estimated FFO of up to AMD2.5 billion in 2026 and limited other liquidity sources (year-end 2025 cash balance was less than AMD0.1 billion), the company will find it challenging to make the contractual debt payments. S&P said, "We understand that there are theoretical options of issuing local-market bonds as well as stretching working capital (its only customer is a related party), although we understand that the current plan is to repay maturing debt. We understand that ASCE managed to make all the payments in 2025 on time, which resulted in slightly lower debt at year-end. Lower capital expenditure (capex) requirements of no more than AMD0.2 billion annually should help the company in achieving this goal. We could therefore lower our rating on ASCE if we believed that the situation is deteriorating with limited options for finding financing upcoming maturities." S&P said, "The negative outlook indicates that we would likely lower our rating on ASCE to the 'CCC' category if the company's performance does not improve in the coming months. The Armenian steel products market remains challenging for ASCE due to competition, which lowers prices. We understand that the government might take steps to improve the market situation, which could lead to somewhat better performance at ASCE. However, if there is no turnaround in the next six months, a downgrade is likely. "We could downgrade ASCE if its operating performance does not improve, leading to lower cash flow generation, higher leverage, and protracted liquidity deterioration. This could happen if the company's output does not recover in 2026. "We would revise the outlook to stable if the company's liquidity improves materially, resulting from better operating performance through the ramp-up of the new facility and full recovery of the old one." ============= G E R M A N Y ============= TTD HOLDING III: Moody's Affirms 'B2' CFR & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Ratings affirmed the B2 corporate family rating and a B2-PD probability of default rating of TTD Holding III GmbH (TTD or Toi Toi Dixi), the topco of the restricted group and the holding company of TOI TOI & DIXI Group GmbH. Moody's also affirmed the B2 instrument ratings of the backed senior secured bank credit facilities of TTD Holding IV GmbH, a direct subsidiary of TTD Holding III GmbH. The outlook for both entities was changed to negative from stable. The rating action reflects: -- Lower than expected EBITDA generation in 2025 reflecting a slow recovery of Germany's construction sector, which is TTD's core market; inability to replace strong revenue generation in France linked to the 2024 Olympic Games and; additional costs primarily linked to the recruitment of service and sales employees in preparation of the expected market recovery in Germany in 2026 -- Moody's expects Moody's-adjusted EBITDA of around EUR169 million in 2025 and around EUR188 million (including pro forma contributions from acquisitions) in 2026 resulting in debt to EBITDA of around 7.7x and 7.0x respectively -- Weak positioning of TTD's B2 rating that could improve in the next 12-18 months on pricing initiatives; growth in unit rentals and; incremental contributions from bolt-on acquisitions that the company could fund through its own cash generation without incurring any material incremental debt RATINGS RATIONALE TTD's B2 ratings continue to reflect the strong positions in the sanitary route-based services market, bolstered by robust brands and a competitive cost structure that is reflected in its strong margins. The company benefits from favorable growth trends, driven by strict regulatory requirements and increasing demand for premium products. TTD's ability to adjust its cost base and capital expenditures, along with a track record of margin expansion and generating positive free cash flow, supports its B2 ratings. However, the group's high financial leverage of around 7.7x Moody's-adjusted debt to EBITDA as of September 30, 2025 poses risks, particularly with the potential for debt-financed acquisitions or shareholder distributions. This concern is underscored by past instances of incremental debt issuances to partially fund shareholder returns as was the case in early 2025. Additionally, TTD's exposure to the cyclical construction industry's overall health further constrains the rating. LIQUIDITY PROFILE TTD's liquidity is good. The company had EUR66.3 million of cash as of September-end 2025 and access to an undrawn EUR155 million of backed senior secured revolving credit facility (RCF). Moody's forecasts negative Moody's-adjusted free cash flow (FCF) in 2025, largely as a result of EUR38 million dividend payments. Absent dividend payments in 2026 and 2027 Moody's expects annual FCF in excess of EUR30 million. This is supported by TTD's high margins and low net working capital requirements, partly offset by capital spending requirements. Approximately half of the capital investments are discretionary, which the company could postpone to preserve liquidity or in response to weaker growth. Moody's expects excess cash to be largely spend for bolt-on acquisitions. The RCF is subject to a springing first lien net leverage ratio covenant, tested when the facility is drawn by more than 40%. Moody's expects the company to maintain an ample headroom under its covenant in the next 12-18 months. There are no major debt maturities until 2029, when the EUR155 million RCF and the EUR1.245 billion backed senior secured term loan B mature. RATING OUTLOOK The negative outlook reflects the weak positioning of TTD's metrics. Moody's expects a metrics recovery in 2026 and an alignment with Moody's metric expectations for the B2 rating by the first half of 2027. This includes gross leverage in the 5.0x – 6.25x range and positive FCF to debt of up to 5%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure could arise based on expectations for (1) debt/EBITDA below 5.0x; (2) EBITDA margin of around 30%; (3) FCF/debt in the mid to high single digits in percentage terms; and (4) good liquidity, all on a sustained basis. Conversely, negative rating pressure could arise if (1) debt/EBITDA remains sustainably above 6.25x; (2) EBITA/Interest remains below 1.7x on a sustained basis; (3) FCF turns negative on a sustained basis or; (4) weakening liquidity. All metric reference is on a Moody's-adjusted basis. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE TOI TOI & DIXI Group GmbH, based in Ratingen, Germany, provides portable toilet, sanitation equipment and container rental and services worldwide. Its net sales and company-adjusted EBITDA were around EUR701 million and around EUR179 million respectively, in the last twelve months ended September 2025. The company is majority owned by funds advised by Apax Partners. ============= I R E L A N D ============= CARLYLE EURO 2025-3: Fitch Rates Class E Debt 'B-sf' ---------------------------------------------------- Fitch Ratings has assigned Carlyle Euro CLO 2025-3 DAC final ratings. RATING ACTIONS Entity/Debt Rating ----------- ------ Carlyle Euro CLO 2025-3 DAC Class A-1 XS3246270220 LT AAAsf New Rating Class A-2 XS3246270576 LT AAsf New Rating Class B XS3246270816 LT Asf New Rating Class C XS3246271038 LT BBB-sf New Rating Class D XS3246271202 LT BB-sf New Rating Class E XS3246271541 LT B-sf New Rating Sub Notes XS3246271897 LT NRsf New Rating Transaction Summary Carlyle Euro CLO 2025-3 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to purchase a portfolio with a target par of EUR400 million. The portfolio is actively managed by Carlyle CLO Partners Manager L.L.C. The collateralised loan obligation (CLO) has a reinvestment period of about five years and an eight-year weighted average life test (WAL) at closing KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'/'B-' The Fitch weighted average rating factor (WARF) of the identified portfolio is 23.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 59.9%. Diversified Asset Portfolio (Neutral): The transaction includes four matrices covenanted by a top 10 obligor concentration limit at 15% and fixed-rate asset limits of 5% and 10%. Two are effective at closing and the two forward matrices will be available from 12 months after the issue date. They have various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on or after the step-up date, which is one year after closing. The WAL extension is subject to conditions, including passing the collateral-quality tests, portfolio profile tests, coverage tests and the reinvestment target par, with defaulted assets at their collateral value. If the transaction switches to the forward matrix during the first two years after closing, the WAL can step up only from two years after closing. Portfolio Management (Neutral): The transaction has an approximately five-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test, as well as a WAL covenant that gradually steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase in the mean default rate (RDR) and a 25% decrease in the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of no more than two notches each for the classes A-2, B, C and D notes, to below 'B-sf' for the class E notes and have no impact on the class A-1 notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed due to unexpectedly high levels of default and portfolio deterioration. The class C, D and E notes each have a rating cushion of two notches and the class A-2 and B notes each have a cushion of one notch, due to the identified portfolio's better metrics and shorter life than the Fitch-stressed portfolio's. The class A-1 notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase in the mean RDR and a 25% decrease in the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction in the mean RDR and a 25% increase in the RRR across all the ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread being available to cover losses in the remaining portfolio. TRIBE TECHNOLOGY GROUP: KPMG Appointed as Administrators -------------------------------------------------------- Tribe Technology Group Ltd was placed into administration in the High Court of Justice in Northern Ireland, Chancery Division (Company Insolvency), under Court Number 25/029970. James Neill and John Donaldson of KPMG were appointed as joint administrators on January 13, 2026. The company is into the manufacturing of earthmoving equipment. The company's registered office is c/o Tughans LLP, The Ewart, 3 Bedford Square, Belfast, Northern Ireland, BT2 7EP. The administrators can be reached at: James Neill John Donaldson KPMG The Soloist Building 1 Lanyon Place Belfast BT1 3LP Tel: +44-28-9024-3377 TRIBE TECHNOLOGY HOLDINGS: KPMG Appointed as Administrators ----------------------------------------------------------- Tribe Technology Holdings Ltd was placed into administration in the High Court of Justice in Northern Ireland, Chancery Division (Company Insolvency), under Court Number 25/029971. James Neill and John Donaldson of KPMG were appointed as joint administrators on January 13, 2026. The company operates in activities of other holding companies not elsewhere classified. The company's registered office is c/o Tughans LLP, The Ewart, 3 Bedford Square, Belfast, Northern Ireland, BT2 7EP. The administrators can be reached at: James Neill John Donaldson KPMG The Soloist Building 1 Lanyon Place Belfast BT1 3LP Tel: +44-28-9024-3377 VENDOME FUNDING 2020-1: Fitch Rates Class F-RR Notes 'B-sf' ----------------------------------------------------------- Fitch Ratings has assigned Vendome Funding CLO 2020-1 DAC reset notes final ratings. RATING ACTIONS Entity / Debt Rating Prior ------------- ------ ----- Vendome Funding CLO 2020-1 DAC A-1-R XS2348057469 LT PIFsf Paid In Full AAAsf A-2-R XS2353069219 LT PIFsf Paid In Full AAAsf A-RR XS3259315821 LT AAAsf New Rating B-R XS2348058277 LT PIFsf Paid In Full AA+sf B-RR XS3259316126 LT AAsf New Rating C-R XS2348059598 LT PIFsf Paid In Full A+sf C-RR XS3259316555 LT Asf New Rating D-R XS2348060174 LT PIFsf Paid In Full BBB+sf D-RR XS3259316803 LT BBB-sf New Rating E-R XS2348060760 LT PIFsf Paid In Full BB+sf E-RR XS3259317017 LT BB-sf New Rating F-R XS2348060927 LT PIFsf Paid In Full B-sf F-RR XS3259317280 LT B-sf New Rating X XS3259315664 LT AAAsf New Rating Transaction Summary Vendome Funding CLO 2020-1 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds from the note issue have been used to redeem all existing notes and fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Carlyle CLO Partners Manager L.L.C. The CLO has a reinvestment period of about 4.5 years and a 7.5-year weighted average life test (WAL) at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24.4. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 59.6%. Diversified Asset Portfolio (Neutral): The transaction includes four matrices covenanted by a top 10 obligor concentration limit at 15% and fixed-rate asset limits of 5% and 10%. Two are effective at closing and the two forward matrices will be available 18 months after the issue date. They have various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year on the step-up date, which is one year after closing. The WAL extension is subject to conditions, including passing the collateral-quality tests, portfolio profile tests, coverage tests and the reinvestment target par, with defaulted assets at their collateral value. Portfolio Management (Neutral): The transaction has an approximately 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test, and a WAL covenant that gradually steps down over time, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X or class A-RR notes and would lead to downgrades of three notches on the class E-RR notes, two notches on the class C-RR notes and one notch each for the class B-RR and D-RR notes, and to below 'B-sf' for the class F-RR notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B-RR, D-RR, and E-RR notes each have a rating cushion of two notches and the class C-RR notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class X and class A-RR notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches each for the class B-RR and C-RR notes, three notches each for the class A-RR and D-RR notes and below 'B-sf' for the class E-RR and F-RR notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each for the rated notes, except for the 'AAAsf' notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period, except for the 'AAAsf' notes, may result from a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. =================== K A Z A K H S T A N =================== ONLINEKAZFINANCE MICROFINANCE: S&P Withdraws 'B-/B' ICRs -------------------------------------------------------- S&P Global Ratings had withdrawn its 'B-/B' issuer credit ratings on OnlineKazFinance Microfinance Organization JSC at the issuer's request. The outlook on the long-term ratings was stable at the time of the withdrawal. =================== L U X E M B O U R G =================== CURIUM BIDCO: $100MM Loan Add-on No Impact on Moody's 'B3' CFR -------------------------------------------------------------- Moody's Ratings has said that Curium Bidco S.a.r.l (Curium or the company) launched a senior secured $100 million add-on facility. The proposed add-on facility will be fungible with the company's existing, B3 rated, USD-denominated senior secured term loan B. The proceeds will be applied to repay revolving credit facility drawings and for general corporate purposes. The company's ratings are unaffected as a result of the proposed transaction, including its B3 long-term corporate family rating, B3-PD probability of default rating and the B3 ratings of the company's senior secured bank credit facilities, and stable outlook. Moody's expects 2025 performance to align with Moody's expectations, with solid revenue and EBITDA growth, alongside significant investment in new product development, resulting in slightly negative Moody's-adjusted free cash flow for the year. As of November 2025, the company grew revenue, at actual exchange rates, by around 8%. Moody's expects continued growth in 2026. Growth drivers in 2025 and 2026 include Pylclari, which is ramping up in a growing market, Detectnet, given a capacity increase, as well as Ioflupane and Pulmotech. The Monrol acquisition last year also supports growth. Although the proposed add-on will keep leverage elevated, Moody's expects Moody's-adjusted pro forma debt/EBITDA to remain between 8.0x and 9.0x in 2025, similar to 2024, despite the debt increase and adverse exchange rate effects on Moody's-adjusted EBITDA. This also reflects Moody's full inclusion of exceptional items, mainly related to new product development (NPD) and other growth projects, as well as capitalized development costs in Moody's adjusted EBITDA. Excluding NPD, Moody's expects 2025 pro-forma leverage to be between 6x and 7x. Moody's expects leverage to reduce in 2026, supported by continued EBITDA growth. However, the pace of leverage reduction will be limited by continued high levels of investment in product development and launches, particularly in relation to new therapeutic assets, which will also continue to absorb the company's cash flow. The company has shown a track record of debt raises to support growth investments or acquisitions, which could further delay leverage reduction. ========= S P A I N ========= GREEN BIDCO: Fitch Cuts LongTerm IDR to C on Missed Coupon Payment ------------------------------------------------------------------ Fitch Ratings has downgraded Green Bidco S.A.U.'s (Amara) Long-Term Issuer Default Rating (IDR) to 'C', from 'CCC-'. Fitch has also downgraded the company's senior secured debt rating to 'C' from 'CC'. The Recovery Rating remains at 'RR5'. The ratings have simultaneously been withdrawn. The downgrade reflects the start of a 30-day grace period following Amara's missed interest payment due on 15 January for its EUR265 million fixed-rate bond, as agreed with creditors as part of a planned capital restructuring. Fitch has withdrawn the rating for commercial reasons. Accordingly, Fitch will no longer provide ratings or analytical coverage for Amara. Key Rating Drivers Missed Coupon Payment: Amara failed to meet the coupon payment due on January 15, 2026, while it continues to engage with lenders on a debt restructuring. The missed coupon was agreed by lenders until the restructuring terms are set by end-January despite sufficient liquidity for the repayment. The start of a grace or cure period following non-payment of a material financial obligation is commensurate with a 'C' IDR, which indicates 'Near Default' under Fitch's rating definitions. Minimal Liquidity Headroom: Fitch expects Amara's liquidity to be sufficient to cover expected negative free cash flow (FCF) in 2026, with available cash from a revolving credit facility that had been fully drawn down in 2025. Fitch expects its capital structure and liquidity to be enhanced by equity injection from shareholders, supporting the company's liquidity until the debt restructuring terms have been negotiated with the noteholders. Weak Margin Improvement: Fitch said, "We estimate a slightly lower Fitch-adjusted EBITDA margin in 2025 of 3.7% (2024: 3.8%), due to persistently weak solar panel pricing and the lower initial margins of new contracts being only partly offset by growth in energy transition services. Fitch expects gradual margin improvement of about 150bp by 2028, reflecting price stabilisation in solar and better margins in other divisions stemming from cost-cutting initiatives. However, we estimate EBITDA interest coverage was weak at about 0.5x in 2025 and expect it to remain at this level in 2026." Continued Weak Market Conditions: Prices for solar panels remain low and intensified best-price competition is limiting margin growth, despite Amara's increased revenue in 9M25 on higher volumes of solar panels, especially in the US and Brazil. In addition, the smart grids division has been affected by a temporary shift towards network from solar projects and price renegotiations in the telecoms division. Fitch expects market conditions to remain weak in 2026 and to only gradually improve in 2027 as product and geographical diversification continues to increase. Limited Customer/Supplier Diversification: The customer base is moderately concentrated, with the top five customers contributing about 10% of 2024 revenue. Supplier concentration is higher, with the top five accounting for about 40% of costs, reflecting Amara's small size and its strategy to secure better terms and key product availability. Mitigants include long-term cooperation with counterparties operating mainly in the non-cyclical energy industry and demand supported by the secular energy transition. Peer Analysis Amara's business profile is comparable to that of other Fitch-rated B2B distributors, such as Quimper AB (B+/Negative) and Winterfell Financing S.a.r.l. (B-/Rating Watch Negative). Amara is much smaller than these peers and has weaker pricing power in the value chain. Similar to Quimper's, Amara's geographical diversification is concentrated, given its focus on Spain. Fitch said, "We forecast stronger EBITDA margins for Amara than for Winterfell, but weaker margins than for Quimper. We expect Amara's FCF to be weaker than that of both peers." Fitch said, "Amara's leverage is above that of peers, due to lower EBITDA margins since 2023. We estimate its EBITDA leverage to stay above 15x by end-2027. We forecast leverage at Quimper at about 5x and at above 10x for Winterfell." Fitch's Key Rating-Case Assumptions - Mid-single revenue growth for 2025-2028, reflecting price stabilisation for the solar division and an increase in the contribution of the services division - Fitch-adjusted EBITDA margin to gradually increase towards about 5% in 2028, due to better prices and product mix, from about 4% in 2025 - Working capital release for 2025 and 2026, due to inventory destocking, followed by working capital outflow in 2027-2028, reflecting revenue growth - Capex decreasing to about EUR5 million in 2026-2028, from about EUR10 million in 2025 - Debt increase to offset negative cash generation Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance) are as follows: management (bb-, moderate), sector characteristics (b+, higher), market and competitive positioning (b+, moderate), diversification and asset quality (bb, moderate), company operational characteristics (b, moderate), profitability (ccc-, higher), financial structure (ccc-, moderate) and financial flexibility (ccc-, moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2024, 40% for the forecast year 2025, and 40% for the forecast year 2026. The missed coupon payment on 15 January results in an adjustment of -3 notches to the Long-Term IDR. The SCP is 'c'. Recovery Analysis Key Recovery Rating Assumptions Fitch's recovery analysis assumes that Amara would be deemed a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. Fitch estimates GC value available for creditor claims at EUR155 million, based on GC EBITDA of EUR40 million. Fitch's estimate is higher than the current Fitch-adjusted EBITDA, as Fitch expects the company to take corrective measures in a reorganisation to offset adverse conditions. A 10% administrative claim is assumed. Fitch applies an enterprise value (EV) multiple of 5.0x to GC EBITDA to calculate a post-reorganisation EV. The multiple is based on Amara's leading market position in Spain and other markets, with solid non-cyclical end-markets, an established logistics network, moderate geographical diversification and long-term customer relationships. At the same time, the EV multiple reflects its small scale compared with peers, customer and supplier concentration and historically weak FCF generation. Fitch deducts about EUR45 million from the EV to account for Amara's factoring facility as of end-September 2025, in line with Fitch's criteria. Fitch estimates the total amount of senior debt claims at EUR424 million as of end-December 2024, which includes a EUR57 million super senior secured RCF, EUR268 million in senior secured notes and EUR99 million of bank debt. Fitch views the RCF as super senior and the bank debt as ranking equally with the senior secured notes. These assumptions result in a Recovery Rating of 'RR5' for the senior secured notes. =========================== U N I T E D K I N G D O M =========================== JOANIE LIMITED: FRP Advisory Appointed as Administrators -------------------------------------------------------- Joanie Limited was placed into administration in the High Court of Justice, under Court Number CR-2026-000399. Alastair Rex Massey and Philip Lewis Armstrong of FRP Advisory Trading Limited were appointed as administrators on January 20, 2026. The company operates in the retail sale of clothing in specialised stores. The company's registered office and principal trading address is at The Four Arches, Broughton Business Park, Skipton, BD23 3AE (to be changed to 110 Cannon Street, London, EC4N 6EU). The administrators can be reached at: Alastair Rex Massey FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU For further details, contact: Elena Joannides Email: Elena.Joannides@frpadvisory.com Tel No: 020 3005 4000 LAZY JACKS: BDO Appointed as Administrators ------------------------------------------- Lazy Jacks Yachtwear Limited was placed into administration in the High Court of Justice, Business and Property Courts in Bristol, under Court Number CR-2026-BRS-000006. Simon Girling and James Stephen of BDO LLP were appointed as joint administrators on January 16, 2026. The company engaged in the wholesale of clothing and footwear. The company's registered office is c/o Francis Clark LLP, Melville Building East, Royal William Yard, Plymouth, PL1 3RP (to be changed to c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH) The company's principal trading address is at Unit D2, Linhay Business Park, Eastern Road, Ashburton, Newton Abbot, TQ13 7UP The administrators can be reached at: Simon Girling BDO LLP Bridgewater House Finzels Reach Counterslip, Bristol BS1 6BX James Stephen BDO LLP 2 Atlantic Square 31 York Street Glasgow G2 8NJ For further details, contact: Email: BRCMTLondonandSouthEast@bdo.co.uk MALIN + GOETZ: Alvarez & Marsal Appointed as Administrators ----------------------------------------------------------- Malin + Goetz Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), under Court Number CR-2026-000368. Paul Berkovi and Robert Croxen of Alvarez & Marsal Europe LLP were appointed as joint administrators on January 20, 2026. The company operates in retail sale of cosmetic and toilet articles in specialised stores. The company's registered office and principal trading address is at 3 Assembly Square, Britannia Quay, Cardiff, CF10 4PL. The administrators can be reached at: Paul Berkovi Robert Croxen Alvarez & Marsal Europe LLP Suite 3, Avery House 69 North Street Brighton BN41 1DH Tel: +44(0)20-7715-5200 For further details, contact: Alfie Purnell Email: INS_MALIGL@alvarezandmarsal.com Tel: +44 (0) 20 7715 5223 PAYMAN HOLDINGS 2: CG & Co Appointed as Administrators ------------------------------------------------------ Payman Holdings 2 Ltd was placed into administration in the High Court of Justice, Business and Property Courts, under Court Number CR-2026-MAN of 126. Edward M Avery-Gee and Daniel Richardson of CG & Co were appointed as joint administrators on January 22, 2026. The company traded as The Maycliffe Hotel. It operates hotels and similar accommodation. The company's registered office and principal trading address is at The Maycliffe Hotel, Saint Lukes Road North, Torquay, TQ2 5PD. The administrators can be reached at: Edward M Avery-Gee Daniel Richardson CG & Co 27 Byrom Street Manchester M3 4PF For further details, contact: Tel: 0161 358 0210 Email: info@cg-recovery.com RUSSELL & BROMLEY: Interpath Appointed as Administrators -------------------------------------------------------- Russell & Bromley Online Ltd was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, under Court Number CR-2026-000422. William James Wright and Christopher Robert Pole of Interpath Ltd were appointed as joint administrators on January 21, 2026. The company operates in retail sale not in stores, stalls, or markets. The company's registered office is c/o Interpath Ltd, 10 Fleet Place, London, EC4M 7RB The principal trading address is at 25 Kingly Street, London, England, W1B 5QB The administrators can be reached at: William James Wright Christopher Robert Pole Interpath Ltd 10 Fleet Place London EC4M 7RB For further details, contact: Benjamin Szlezinger Tel: 0203 989 2669 Email: russellandbromleycreditors@interpath.com SUN II LTD: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Sun II Ltd. and its financing subsidiary Sun III Ltd., and its 'B' issue rating and '3' recovery rating to the company's EUR600 million term loan B (TLB). The recovery rating reflects its expectations of meaningful recovery (50%-70%; rounded estimate 65%) in the event of a payment default. S&P said, "The stable outlook reflects our view of good like-for-like revenue growth of 6.5%-7.0% in 2026, benefitting from the successful integration of Solo and XD. While our EBITDA margin forecast of 18.5% is constrained by integration costs, we anticipate positive FOCF generation of at least EUR10 million and leverage reaching 6.0x (4.8x excluding preference shares class B and C) at year-end 2026." Financial sponsor Platinum Equity completed the acquisition of European supplier of custom-branded merchandise products Solo Group (Solo) and XD Connects (XD) indirectly through Sun II Ltd. For both acquisitions, Platinum Equity contributed EUR601 million of equity (including management roll-over and related party) alongside a EUR600 million term loan B (TLB). The Solo transaction closed in November 2025 and the XD transaction closed in December 2025. Solo operates as a pan-European distributor of branded merchandise products benefitting from its integrated printing capabilities, superior scale, and shorter lead times versus smaller market participants, underpinning organic growth and market share gains. However, the exposure to marketing spending, lower revenue visibility, and higher net working capital requirements compared with other distribution companies constrain the rating. S&P forecasts S&P Global Ratings-adjusted debt to EBITDA of 6.0x (4.8x excluding preference shares class B and C) in 2026 and 5.1x (4.1x excluding preference shares class B and C) in 2027, alongside positive free operating cash flow (FOCF), thanks to solid organic revenue growth and EBITDA margin expansion on the back of improving operating leverage, operational initiatives at Solo, and synergy realizations from the integration of XD. Platinum Equity acquired Solo and its competitor XD, which has merged with Solo through a new holding company, Sun II Ltd. To fund both transactions, the company raised a EUR600 million TLB. The total equity contribution that is provided includes EUR435 million from Platinum Equity and EUR165 million of roll-over equity from management and other related parties. Out of the total equity contribution, EUR250 million is structured as preference shares across three share classes A, B, and C. S&P said, "We exclude Platinum Equity-owned class A shares of EUR100 million from our adjusted debt and coverage metrics because we expect the instruments would act as loss-absorbing capital and the documentation will not have contractual provisions that would cause us to treat them as debt-like (subject to review of the final documentation at the transaction's closing). For class B and C shares totaling EUR150 million, we include them in our adjusted debt and coverage metrics due to their accruing preferential dividend and callability under certain circumstances, such as a refinancing. The coupon is settled through payment-in-kind (PIK), with no cash outflows and both classes are settled upon exit or in a refinancing event, while being outside the banking group." Solo has demonstrated historical revenue stability, coupled with strong margin performance and substantial cash generation. While the group partly depends on marketing spend by its end customers, it has a track record of solid revenue performance. Since 2016 the business has grown at a compound annual growth rate (CAGR) of 12.3%, despite seeing a significant decline in 2020 following the outbreak of the pandemic, which halted significant amounts of corporate spending and events. Throughout this high growth period, Solo has steadily increased company reported EBITDA margins to 21% in 2024 from 14% in 2016. This has been achieved through better operating leverage as the company grew revenue and procurement benefits, while being able to largely pass on any cost inflation. The combination of Solo and XD will create the largest player in a growing, albeit fragmented, European custom-branded merchandise market. The group will hold a roughly 10% market share, making it the largest player in the European market. This leading market position is supported by greater operating capacity than peers', through a diversified portfolio of more than 2,500 items across approximately 27,000 stock keeping units (SKUs) across hard goods and garments along with sizable printing capacity. With over 500 printing machines when the Spanish facility opens in 2026, Solo will have more than double the printing capacity of the next-largest players. This allows Solo to operate as a one-stop shop for resellers, while offering competitive lead times on orders. This positions Solo favorably to capture further share in a market that has grown at a 5% CAGR for the past five years, with the expectation to maintain a similar level of 4% annually until the end of 2029. S&P said, "We also anticipate that above-market-average growth will be underpinned by cross-selling opportunities between the two companies, as XD has a stronger footprint in premium goods. Also, we expect to see an ongoing trend of resellers moving toward one-stop-shop solutions like Solo, which has integrated printing embedded in its value chain, to reduce complexity of having to deal with multiple suppliers and stand-alone printing providers. The European market is highly fragmented with the top five players accounting for just 31% of the market, providing an opportunity for larger scale competitors to capture substantial market share." S&P said, "We see Solo's moderate total scale as a constraint to its business risk profile. For 2026, we forecast revenue of EUR734 million for the combined group with an S&P Global Ratings-adjusted EBITDA of about EUR136 million, placing the group's scale at the low end of the broader rated peer group in the business services industry. We acknowledge that Solo's business is considerably larger than numerous competitors', though, hence benefitting from scale in its industry, with the European market fragmented across small regional players. The company's small scale is mitigated by good geographic diversification across Europe, with no geography contributing more than 21% of total revenue, and product diversification across hard goods and garments; whereas most local peers are specialized in only one of the verticals. Furthermore, low customer concentration is a key support to earnings resilience, with the top five reseller customers accounting for just 4% of 2024 revenue, in addition to a well-diversified network of approximately 350 supplier relationships primarily based in Asia. "Solo is exposed to discretionary spending, low revenue visibility, and high working capital requirements. We view the discretionary nature of its products as a constraint, given the cyclicality of the promotional goods market during an economic downturn or heightened uncertainty. Despite this, the business did strongly rebound after the pandemic, with company reported revenue growth of 28% in 2021 and 300 basis points (bps) of company reported EBITDA margin expansion, after 19% revenue drop and 100 bps margin contraction in 2020. Despite a loyal customer base, with 80% of the group's 2024 revenue coming from resellers that have been repeating purchases from Solo since 2019, we view lower revenue visibility as a risk to stable earnings and cash flow generation, given no contractual revenue base. In addition, the company has long order lead times with manufacturers (three to six months) that may expose the business to temporary inventory overstocking in anticipation of stronger growth and negative working capital outflows, such as happened with its U.S. industry peer Polyconcept in 2024, or to deflation risk. However, Solo is more favorably placed than its U.S. peer, Polyconcept, which displays lower profitability, is exposed to U.S. tariffs, and operates in a market with a more consolidated reseller base than Europe. Solo's high inventory level is key to ensuring product availability and fast fulfilment of customer orders; 85% are shipped within 24 hours, which is a positive consideration for Solo's competitiveness against smaller peers. Nevertheless, this mobilizes significant financial resources. Solo's average days of inventory outstanding is above 200 days for garments and about 100 days for hard goods. Ongoing inventory investments with limited visibility on customer orders compared with the lead time of purchases expose the company to higher-than-expected working capital outflows in a rapidly changing macroeconomic environment. We note that the risk of obsolete inventory is low, including for garments where most products are not driven by fashion trends. "Successful integration of the two businesses should bring a gradual strengthening in credit metrics. We forecast leverage of 6.0x in 2026, with funds from operations (FFO) to debt at 7.2% (4.8x and 9.0% excluding class B and C preference shares) before deleveraging to 5.2x and 9.3%, respectively in 2027. For 2026 and 2027, we forecast like-for-like revenue growth of 6.5%-7.0% due to an ongoing shift toward integrated players, particularly for hard goods, in addition to some cross-selling opportunities and scale benefit compared with other market players that will allow for faster delivery of orders at competitive prices. We forecast an S&P Global Ratings-adjusted EBITDA margin of 18.5% in 2026, constrained by EUR25 million of exceptional costs linked to the integration efforts of the two businesses, including the consolidation of its sites and the reduction of overlapping central costs, and operational initiatives at Solo, such as automation of its warehouses and printing facilities. Thereafter, we forecast the EBITDA margin to increase above 20%, thanks to better operating leverage, operational efficiencies, and realized cost synergies between the two companies. "We view integration risk from a transformational acquisition and associated exceptional expenses leading to weaker FOCF generation as a constraint to the rating. For 2026, we forecast positive FOCF of about EUR13 million before increasing close to EUR50 million in 2027. In 2026, the FOCF generation is negatively impacted by EUR25 million of exceptional costs and capital expenditure (capex) investments of EUR24 million, including EUR16 million of growth capex from its new facility in Spain. We forecast working capital outflows of around EUR20 million per year to support organic revenue growth. While our current base case assumes positive FOCF in 2026, any operational challenges in the integration of the two businesses leading to higher exceptional costs or delays in executing on its synergies may lead to muted FOCF generation, even though the management of Solo has proven its ability to integrate transformational acquisitions with Midocean, which it acquired in 2022." The fully undrawn EUR130 million revolving credit facility (RCF) coupled with no near-term debt maturities and positive forecast FOCF generation support ample liquidity, despite working capital outflows of up to EUR20 million and one-off capex investments of about EUR16 million linked to the new Spanish facility in 2026. In addition, the cash balance pro forma for the transaction is EUR37 million, indicating a EUR17 million higher balance than previously, thanks to stronger cash flow generation of the business. Due to the financial sponsor ownership and policy, pronounced deleveraging may be limited in a fragmented market environment. S&P said, "While our current base case does not include any mergers or acquisitions, we believe that the fragmented industry will offer Solo opportunities to further consolidate its market position and enhance its scale. Our financial risk assessment reflects our view of financial sponsor's leverage tolerance and appetite for future debt-funded bolt-on acquisitions. In our view, the company-reported opening net leverage of 3.7x and positive forecast FOCF provide good headroom under the 'B' rating." S&P said, "The final rating is in line with the preliminary rating we assigned on Oct. 27, 2025. "The stable outlook reflects our view of good like-for-like revenue growth of 6.5%-7.0% in 2026 benefitting from the successful integration of Solo and XD. While our EBITDA margin forecast of 18.5% is constrained by integration costs, we anticipate positive FOCF generation of at least EUR10 million and leverage reaching 6.0x (4.8x excluding preference shares class B and C) at year-end 2026." S&P could lower the rating if: -- Economic challenges or operational missteps resulted in negative or limited FOCF on a sustained basis; -- FFO cash interest coverage declined and stayed lower than 2.0x; or -- The group adopted a more aggressive financial policy, with debt-funded acquisitions or shareholder-friendly returns that push adjusted debt to EBITDA above 7.0x. S&P could raise the rating if shareholders demonstrated and sustained a more prudent financial policy, resulting in FFO to debt above 12% on a sustained basis and adjusted debt to EBITDA comfortably below 5x. A positive rating action would also hinge on a successful integration of the XD acquisition, with efficient working capital management and stable operating profitability leading to strong FOCF generation. ********* 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. 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