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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, January 29, 2026, Vol. 27, No. 21

                           Headlines



B E L G I U M

TITAN SA: S&P Rates Up to EUR350MM New Senior Unsecured Notes 'BB+'


G E O R G I A

GEORGIA: Moody's Assigns Ba2 Rating to Senior Unsecured USD Bonds


G E R M A N Y

CHEPLAPHARM ARZNEIMITTEL: S&P Rates New EUR750MM Sec. Notes 'B'
CIDRON KUMA 2: S&P Assigns 'B-' LongTerm ICR, Outlook Stable


G R E E C E

HELLENIC SALTWORKS: Jan. 30 Expressions of Interest Deadline Set
MARINA OF KALAMARIA: Feb. 27 Expressions of Interest Deadline Set


I R E L A N D

BARINGS EURO 2025-1: Fitch Rates Class F Notes 'B-sf'
CARLYLE EURO 2020-1: Fitch Affirms 'Bsf' Rating on Class Notes
SOUND POINT III: Fitch Affirms 'B+sf' Rating on Class F Notes
ST. PAUL'S IV: Fitch Affirms 'B+sf' Rating on Class E-RRR Notes


I T A L Y

FABBRICA ITALIANA: Moody's Ups CFR to B2 & Alters Outlook to Stable
FABBRICA ITALIANA: S&P Affirms 'B' ICR on Shareholder Distribution
NEXTURE SPA: S&P Affirms 'B' LT ICR on Announced Acquisitions


L U X E M B O U R G

AROUNDTOWN SA: S&P Rates New Subordinated Euro Hybrid Notes 'BB+'
FS LUXEMBOURG: Moody's Rates New $500MM Sr. Unsecured Notes 'Ba3'


N E T H E R L A N D S

ACR I BV: S&P Downgrades ICR to 'CCC', Outlook Negative


S E R B I A

SERBIA: Fitch Affirms 'BB+' Foreign Currency IDR, Outlook Positive


S P A I N

HIPOCAT 11: Fitch Affirms 'Csf' Rating on Class D Notes


T U R K E Y

ALTERNATIFBANK AS: Moody's Rates New AT1 Capital Notes 'B3(hyb)'
TURKIYE: Fitch Affirms 'BB-' IDR & Alters Outlook to Positive


U K R A I N E

UKRAINIAN RAILWAYS: Fitch Cuts Rating to RD on Coupon Non-Payment


U N I T E D   K I N G D O M

APCOA HOLDING: S&P Assigns 'B' LongTerm ICR, Outlook Stable
BEAUFORD VICTORIA: FRP Advisory Appointed as Administrators
EG GROUP: S&P Rates Unit's New Euro-Denominated Term Loan B 'B'
INSPIRED EDUCATION: S&P Assigns 'B' Rating on Proposed Term Loan B
LESS TAX: Arafino Advisory Appointed as Administrators

MEADOWHALL FINANCE: Fitch Hikes Rating on Class M1 Notes to 'B-sf'
POLARIS 2026-1: S&P Assigns Prelim. 'CCC' Rating on Cl. X2 Notes
SEEDLINGS PRE-SCHOOL: Lameys Appointed as Administrators
SERT GROUP: KR8 Advisory Appointed as Administrators
SERT TRAINING: KR8 Advisory Appointed as Administrators

TOYE KENNING: Opus Restructuring Appointed as Administrators

                           - - - - -


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B E L G I U M
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TITAN SA: S&P Rates Up to EUR350MM New Senior Unsecured Notes 'BB+'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating and '3' recovery
rating to the proposed senior unsecured notes of up to EUR350
million to be issued by Titan Global Finance PLC, a subsidiary of
the Belgium-based heavy construction materials manufacturer Titan
S.A. (BB+/Positive/B). The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default.

The proposed notes will have a maturity of up to five years and
will rank at the same seniority as Titan's existing unsecured
senior debt. The notes will be unconditionally and irrevocably
guaranteed by Titan S.A. and will rank pari passu with the group's
senior unsecured and unsubordinated debt, including the group's
EUR230 million revolving credit facility (RCF) and other bank
borrowings.

Titan intends to use the proceeds to fund acquisitions and for
general corporate purposes. In fourth-quarter 2025, Titan announced
that it was in negotiations to acquire Vracs de L'Estuaire, a
company with cementitious products facilities, including a grinding
plant at the port of Le Havre in Northern France, and Traçim
Çimento Sanayi ve Ticaret Anonim Şirketi, a modern integrated
cement plant in greater Istanbul. Also, in early January 2026,
Titan announced that its subsidiary, Titan America S.A., agreed to
acquire Keystone Cement Co., a Pennsylvania-based cement
manufacturer and aggregates producer. All acquisitions are subject
to obtaining regulatory approvals according to the expected
timeline.

The issue-level and recovery ratings on the proposed notes are
based on preliminary information and subject to the notes' issuance
and our satisfactory review of the final documentation.

S&P expects the notes' documentation will be broadly in line with
that for the existing notes and understand the proposed notes are
covenant-lite.

Issue Rating--Recovery Analysis

Key analytical assumptions

-- The issue rating on Titan's proposed EUR350 million senior
unsecured notes is 'BB+'. Recovery prospects remain above 65%, but
S&P caps the recovery rating at '3' on unsecured debt issued by
corporate entities with a 'BB+' issuer credit rating to account for
recovery prospects being at greater risk of impairment by the
issuance of additional priority or pari passu ranking debt before
default.

-- In S&P's hypothetical default scenario, it assumes very weak
economic and industry conditions in Titan's core markets,
especially the U.S., resulting in materially reduced demand and
pricing pressure. Titan has exposure to, and assets in, riskier and
potentially volatile countries such as Egypt and Turkiye. Some of
these markets also suffer from overcapacity and tough conditions.

-- In the case of default, some assets might not be attractive to
a potential buyer and, as such, the group's overall value might be
lower than that of peers with asset bases spread across low-risk
and attractive countries, although the company has a well-invested,
low-cost asset base in the high-risk countries. In S&P's view, this
would weaken Titan's ability to meet its debt obligations.

-- S&P values the company as a going concern, given its strong
positions in several markets in North America and Europe, the
Middle East, and Africa.

Simulated default assumptions

-- Year of default: 2031
-- Jurisdiction: U.S.

Simplified waterfall

-- Emergence EBITDA: about EUR202.9 million

    --Minimum capital expenditure: 4.5% of sales

    --Cyclicality adjustment factor: 10% (standard for the building
materials sector).

-- EBITDA multiple: 5x (sector standard)

-- Gross recovery value at default: about EUR1.01 billion

-- Net recovery value after 5% administrative expense: about
EUR963.6 million

-- Estimated priority claims: about EUR54.5 million

-- Senior unsecured claims: about EUR1.04 billion

    --Recovery expectations: 50%-70% (rounded estimate: 65%)

    --Recovery rating: 3

All debt amounts include six months' prepetition interest. The RCF
is assumed 85% drawn at default.




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GEORGIA: Moody's Assigns Ba2 Rating to Senior Unsecured USD Bonds
-----------------------------------------------------------------
Moody's Ratings has assigned a rating of Ba2 to the senior
unsecured, USD-denominated bonds to be issued by the Government of
Georgia ("Georgia"). The notes will rank pari passu with all of
Georgia's current and future senior unsecured debt. The proceeds
will be used to fund a tender offer to repurchase its bonds
maturing in 2026, as well as for general budgetary purposes.

The ratings mirror Georgia's issuer rating of Ba2 with a negative
outlook.

RATINGS RATIONALE

Georgia's Ba2 long-term issuer rating reflects its strong economic
and fiscal fundamentals, which have remained resilient despite
ongoing domestic and geo-political pressures and the emergence in
recent years of concerns around elements of its institutional and
governance strength.

Georgia's real GDP growth was very strong in 2022 and 2023, and
Moody's expects growth to remain solid. The economy expanded by
9.7% in 2024 and latest flash estimates peg average growth between
January to November 2025 at 7.5% year-on-year, still above-trend
but marking a moderation on the back of slowing labor and financial
inflows from a high base.

Georgia has sustained fiscal strength, with moderate government
debt burden and strong debt affordability. The debt burden has
declined from a recent cycle peak of 59.6% of GDP in 2020 to 35.7%
in 2024, on the back of high nominal growth and sustained fiscal
discipline. Moody's expects the government debt burden to remain
stable at around 35-36% of GDP over 2025 to 2026. Government debt
affordability has remained strong, with government interest
payments amounting to about 6% of government revenue in 2024, and
which Moody's expects to remain at around this level for the next
two to three years. The government debt burden is vulnerable to
exchange rate movements, given a sizeable share of debt denominated
in foreign currency.

Georgia's low levels of domestic savings fosters a reliance on
external financing, in turn making the economy vulnerable to a
tightening in external financing conditions. However, this is
partly mitigated by the government's ability to consistently access
concessional financing from development partners. Meanwhile, the
banking sector's performance has been sustained, with strong
profitability, capital and liquidity providing buffers to shocks.

The negative outlook reflects Moody's assessments of risks to
Georgia's institutional and governance strength in the context of
challenging domestic and geopolitical trade-offs. Institutions and
governance may weaken further, following developments that have
already negatively affected the strength of civil society and risk
weakening policy effectiveness. Furthermore, domestic political
risk remains elevated, as evidenced by continued street protests,
and further social polarization could result from higher tensions
between the EU and Russia. Geopolitical risks have also risen amid
prospects of US disengagement from European security, which could
create conditions for more intense Russian interventions, including
within the region.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Georgia's CIS-3 Credit Impact Score reflects Georgia's exposure to
demographic and employment challenges and, to a lesser extent,
environmental, largely physical climate, risks. However, risks are
mitigated by Georgia's institutional and governance strengths which
have contributed to ongoing increases in incomes and, together,
support a capacity to respond to social and environmental
challenges.

Georgia's E-3 issuer profile score for environmental risks is
driven by its moderate exposure to physical climate risks, notably
heat stress, exacerbated by relatively high sensitivity related to
the large size of the agriculture sector as employer; a low
proportion of the population with access to safe water also points
to environmental risks.

Georgia's S-4 issuer profile score for social risk reflects
Georgia's ageing population, high rates of youth unemployment and
only modest spending on health and education, although life
expectancy is relatively high. These negative risks contrast with
solid enrollment rates in education and a relatively high level of
access to basic services.

Georgia's G-2 issuer profile score for governance risk reflects
Moody's assessments that Georgia has achieved some success in
building institutional capacity and implementing economic reforms
which have supported flexibility in labour and product markets,
supporting moves towards higher value added activities in sectors
like agriculture and increasing access to a broader range of export
markets. The score also takes into account Moody's assessments of
the sovereign's weakening institutions and governance strength.

This credit rating and any associated review or outlook has been
assigned on an anticipated/subsequent basis.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

Given the negative outlook on the rating, it is unlikely that the
rating would be upgraded in the near-term. The outlook would likely
be changed to stable if geopolitical and domestic political risks
eased materially, which could pave the way for durable improvements
to Georgia's institutions and governance. Economic reforms that
foster greater economic diversification and higher productivity
growth over time would improve Georgia's economic strength and
potentially support a higher rating.

The rating would likely be downgraded if the recent signs of the
weakening of executive and legislative institutions proves to be
more significant than currently assessed, with potential negative
impacts on policy effectiveness. Additionally, an escalation or
realization of domestic or geopolitical risks could also lead to a
downgrade.

The principal methodology used in this rating was Sovereigns
published in November 2022.

The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.




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CHEPLAPHARM ARZNEIMITTEL: S&P Rates New EUR750MM Sec. Notes 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '3' recovery
rating to specialty pharma group Cheplapharm Arzneimittel GmbH's
(Cheplapharm's) proposed EUR750 million senior secured notes due
2032. The new notes will rank pari passu with the existing senior
secured debt.

Cheplapharm plans to use the proceeds of the new notes, together
with some cash on balance sheet, for the early refinancing of its
EUR575 million fixed-rate senior secured notes and its remaining
$215 million (around EUR178 million) fixed-rate senior secured
notes both due January 2028. In its model, S&P assumes transaction
costs will be around EUR5 million-EUR15 million.

S&P said, "In our base case, we assume progressive stabilization of
Cheplapharm's operating performance. We expect the company's effort
to optimize its contract manufacturing network and its targeted
dual sourcing to contribute to a decline in the out-of-stock ratio
and to the gradual stabilization of product supply. These factors
negatively weighed on credit metrics over 2024 and 2025.

"We forecast the company's revenue at EUR1.50 billion-EUR1.55
billion in 2026, down slightly from EUR1.55 billion-EUR1.60 billion
expected for 2025, as Cheplapharm continues to resolve issues
around Zyprexa's supply and its volumes normalize. We also
anticipate a gradual ramp-up of ZypAdhera (Zyprexa's injectable
form) over the course of 2026. We project adjusted EBITDA will
remain at EUR645 million-EUR655 million in 2026 (versus EUR650
million-EUR660 million expected for 2025), corresponding to stable
adjusted EBITDA margins of around 42%. Improved operational
execution and continued cost discipline will support this growth.
Our profitability forecast for 2026 also incorporates future cost
savings coming from Pulmicort's distributor switch. We understand
the exposure to loss-making public sales channels for Pulmicort
will be minimized. We note the company incurred an additional
accrual of EUR16.9 million in 2025 related to
higher-than-anticipated discounts from public sales channels for
Pulmicort over the course of the year. Although we do not adjust
credit metrics to exclude this impact, we see it as a one-off.

"The company recently launched a working capital program aimed at
improving efficiency, especially its inventory levels. This,
coupled with capital expenditure of EUR15 million, will support
solid free operating cash flow of EUR200 million-EUR250 million in
2026, in our view. The positive cash flow should translate into
progressive deleveraging; we expect S&P Global Ratings-adjusted
debt to EBITDA will improve to 6.5x-7.0x in 2026, from about 7.0x
estimated for 2025."

Issue Ratings--Recovery Analysis

Key analytical factors

-- The senior secured debt issued by Cheplapharm (including a
EUR1.48 billion term loan B due 2029, EUR725 million senior secured
notes due 2030, EUR325 million senior secured floating-rate notes
due 2030, EUR750 million senior secured notes due 2031, and the
proposed EUR750 million senior secured notes due 2032) are rated
'B' with a recovery rating of '3'.

-- The '3' recovery rating on the debt indicates S&P's expectation
of meaningful (50%-70%; rounded estimate: 50%) recovery prospects
in the event of default.

-- In S&P's hypothetical default scenario, it assumes a lack of
target products available at accessible prices and an increase in
price pressure.

-- S&P values Cheplapharm as a going concern, given its
well-established branded generics position and its well-diversified
portfolio in geographical terms.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: Germany

Simplified waterfall

-- Emergence EBITDA (after recovery adjustment): About EUR428
million

-- Capital expenditure (capex): 0.5% of sales

-- Cyclicality adjustment: 0% (standard sector assumption)

-- Operational adjustment: 15% (reflecting the low capex
requirement, high profitability, and cash-flow conversion)

-- Multiple: 6.5x

-- Gross recovery value: EUR2.78 billion

-- Estimated net recovery value after admin expenses (5%): About
EUR2.6 billion

-- Priority claims: Nil

-- Estimated senior secured debt: About EUR4.81 billion*

-- Recovery expectation for senior secured debt: 50%-70% (rounded
estimate: 50%)

-- Recovery rating: '3'

*All debt amounts include six months of accrued interest that S&P
assumes will be owed at default. S&P assumes 85% drawdown under the
RCF at default.


CIDRON KUMA 2: S&P Assigns 'B-' LongTerm ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
on Germany-based private care home operator Cidron Kuma 2 S.a.r.l.
(Alloheim) (the parent company of Alloheim Senioren-Residenzen SE),
and its 'B-' issue rating and '3' recovery rating to the new EUR925
million senior secured notes due in 2033.

The stable outlook reflects S&P's view that Alloheim's good
performance will continue in 2026 with occupancy levels and care
rate increases leading to S&P Global Ratings-adjusted margins of
17%-18% over the next 12 months, with an EBITDA fixed-charge
coverage ratio trending toward 1.4x and leverage at 8.0x.

Alloheim is looking to refinance its EUR860 million term loan B
(TLB) with a senior secured notes of EUR925 million. The group is
planning to issue EUR925 million senior secured notes due in 2033
and used the proceeds, together with EUR10 million of available
cash on balance sheet, to refinance its existing EUR860 million TLB
and repay the EUR45 million drawn portion of its EUR93.2 million
RCF, both maturing in 2028. The remaining EUR30 million will be
used to pay the transaction costs. S&P said, "The group will also
benefit from a new 6.5-year EUR125 million super senior RCF, which
we expect to remain undrawn at closing. After the transaction, we
estimate S&P Global Ratings-adjusted debt will amount to about
EUR2.4 billion, including the proposed EUR925 million senior
secured notes, EUR1.5 billion of lease commitments and
approximately EUR2 million of pension-related liabilities. We
exclude the shareholder loans from our debt calculation, as we
consider these to be equity-like. We note that we do not net cash
from our debt figure as the company is owned by a financial
sponsor. As a result, we forecast our S&P Global Ratings-adjusted
debt to EBITDA to continue to decrease to 8.0x in 2026 from 8.4x in
2025, and from 9.8x in 2024, mainly driven by the continuous
increase in profitability supporting the assigned 'B-' rating."

Alloheim is the largest private care home operator in Germany by
number of beds and benefits from demographic change and high
barriers to entry. S&P said, "We expect the German stationary care
market to grow by a compound annual growth rate of 4.2% until 2040
from about EUR63 billion in 2024. The aging population and the
increase of people in need of care due to chronic diseases will
mainly drive growth in the market. We think that Alloheim is well
positioned to benefit from this due to its leading position in the
private operator market, with around 33,000 beds (8.7% implied
private operator market share, including new builds), followed by
Clariane SE (around 27,000 beds) and Victor's Group (around 20,000
beds). We think that the high barriers to entry of the sector are
positive for the group, as new entrants need to comply with
regulatory requirements, quality and reporting rules, meet real
estate standards, and operate in a government-regulated pricing
framework."

The group is a small player in a very fragmented market with an
overexposure to elderly care and is concentrated in Germany.
Alloheim mainly operates in the German stationary care market which
is made up of around 3,000 operators and where the group not only
competes against private operators with a larger scale--like
Clariane--but also against nonprofit and public operators, which
have a higher percentage of total beds than private operators. In
addition, 95% of the group's revenue comes from the elderly care
division, with the remaining from assisted living and ambulatory
care, which compares negatively to peers such as Median B.V.
(B-/Stable/--), whose revenue is more diversified across divisions
and geographies. S&P notes that Alloheim generates 100% of its
revenues from Germany, exposing it to single payor risk. This is
partially offset by our view that the German market is stable and
has a transparent regulatory and reimbursement framework.
Reimbursement fees are made up of the care rate, board-and-lodging
fee, and investment contribution. The fees are negotiated annually
between the care home operator, long-term care insurance providers,
and local social welfare authorities based on actual costs, cost
projections, competitors' costs, and provide for continuous
inflation cost pass-through.

The group's reported results in the first nine months of 2025
mainly reflect an increase in occupancy and care rates. As of Sept.
30, 2025, Alloheim's reported revenue (as adjusted by management)
reached about EUR1.2 billion from EUR991 million the year prior (up
17% year on year). Revenue growth was underpinned by the rise in
bed occupancy at nursing homes to 89% (including the ramp-up of new
builds) from 88% as of December 2024, returning to pre-COVID
occupancy rates. Above-budget care rate increase filings, at 219,
also contributed to the positive revenue trajectory. Reported
EBITDA as of Sept. 30, 2025 increased by 25% to EUR125.1 million
(10.8% margin) from approximately EUR98.4 million the year prior
(9.9% margin) mainly due to the operating leverage effect from
higher revenue and a lower reliance on temporary staff offsetting
the tariff-linked salary growth. S&P understands that the group has
created an internal temporary staffing agency, allowing them to
substantially reduce the hiring of external temporary staff and,
hence, the related costs.

S&P said, "We expect these trends to continue over our forecast
horizon, leading to a further expansion in the group's revenue and
EBITDA. We forecast Alloheim's occupancy rates to stabilize at
89%-90% (including the ramp-up of new builds) and care rates to
keep increasing. The group has an internal team dedicated to
care-rate negotiations with a strong track record of achieving rate
increases, which has led to an increase in the average care revenue
per customer per month as of the last 12 months in September 2025
of EUR5.27 thousand from EUR4.28 thousand in 2022 (7.9% compounded
annual growth rate since 2022). We also expect the use of temporary
labor and other cost efficiencies to further reduce. We understand
that the group will benefit from electricity and gas hedging, with
prices secured until 2031. However, we note that personnel expenses
will continue to increase due to regulatory requirements
(tariff-linked) and as Alloheim continues its efforts to attract
and retain staff. As a result, we expect revenue to increase by
8.0% in 2025 and 8.3% in 2026 from about EUR1.5 billion in 2024,
with an S&P Global Ratings-adjusted EBITDA of EUR279 million in
2025 (17.8% margin) and EUR305 million in 2026 (18.0% margin) from
EUR232 million in 2024 (16.0% margin). Our calculation of the
EBITDA includes our estimate of lease expenses of about EUR130
million-EUR145 million in 2025-2026.

"We assume Alloheim's fixed-charge coverage will improve and remain
above 1.0x and free cash flow generation will remain positive in
2025-2026, supported by further EBITDA growth. The group mainly
follows a leasehold model, with most of its nursing homes under
long-term lease agreements. This is similar to other peers in the
health care services sector, including the rehabilitation provider
Median, or the France-based nursing home operator HomeVi
(B/Stable/--). We view this type of cost structure negatively as
health care services providers are price-takers and rents represent
additional fixed costs, which are already high after the inclusion
of staff costs. However, we note that about 95% of Alloheim's lease
agreements are double-net, which reduces the group's capital
expenditure (capex) effort as the lessors are typically responsible
for major structural maintenance and refurbishment of the building.
We expect the growth in EBITDA to more than offset the expected
lease expense growth and cash interest amount, leading to an EBITDA
fixed charge coverage ratio of about 1.4x in 2026 from a low point
in in 2024 at 1.1x. Similarly, we forecast positive free operating
cash flow (FOCF) to return to positive territory in 2025 with
approximately EUR62 million and increasing steadily at EUR100
million in 2026, reflecting a higher profitability partly offset by
working capital outflows of EUR1.5 million-EUR2.5 million and by
capex requirements (net of lessor subsidies) of EUR25 million-EUR30
million.

"The stable outlook reflects our view that Alloheim's performance
will continue to improve in 2025 and 2026. We assume that the
essential nature of the services provided, and the positive
underlying demand will support recovery of occupancy rates at
89%-90%. In our base case, we assume that the group will maintain
strong control over its cost base, while benefitting from the
favorable regulatory framework in the German market. We anticipate
that care rate increases that at least cover cost base inflation
could lead to S&P Global Ratings-adjusted margins of about 18% in
the next 12 months. This would correspond to a fixed-charge
coverage ratio of about 1.4x, while consistent growth in its EBITDA
base should reduce adjusted leverage to 8.0x.

"We could take a negative rating action if we observed a weakening
in the group's operating performance such that absolute FOCF
underperforms our base case, and EBITDA fixed-charge cover
approached 1.0x, thus resulting in liquidity pressure."

This would most likely occur if operating margins deteriorated
significantly due to the group's inability to manage its cost base
with a combination of factors, including occupancy rates remaining
well below pre-pandemic levels, an unexpected change in the
regulatory environment such that care rates increase below the cost
base inflation rate, and the group facing persistent staff
recruitment issues. This could also happen if the cash flow
generation ability failed to recover from COVID-19 pandemic levels.
Under such a scenario, S&P would likely view the group's capital
structure as unsustainable in the long term.

S&P could consider a positive rating action if the group
significantly improved its EBITDA margins above our current
expectations, translating into S&P Global Ratings-adjusted debt to
EBITDA decreasing to below 7.0x, similarly resulting in a material
improvement in both its FOCF after leases generation and the
fixed-charged coverage to above 1.5x.




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HELLENIC SALTWORKS: Jan. 30 Expressions of Interest Deadline Set
----------------------------------------------------------------
The Hellenic Corporation of Assets and Participations (Growthfund)
invites interested parties to submit expressions of interest to
participate in a tender process for the acquisition of a majority
stake in the share capital of Hellenic Saltworks S.A.

The company was founded in 1988 and holds the rights to exclusive
use and exploitation of eight salt pans in the country, with the
primary goal of their economic recovery through modernization of
operations, so that the country will soon become at feast
self-sufficient in terms of its needs for primary salt.

The tender process will be conducted in two phases:

(a) submission of non-binding expression of interest; and

(b) a binding offers phase.

Details of the tender process are described in the Invitation to
Submit Expressions of Interest, which is available on Growthfund's
website www.growthfund.gr.

According to the Invitation, expressions of interest must be
submitted by January 30, 2026, 2:00 p.m. (GR time) at the
Growthfund's premises, 3-5 Palaion Patron Germanou St, 105 61,
Athens, Greece.


MARINA OF KALAMARIA: Feb. 27 Expressions of Interest Deadline Set
-----------------------------------------------------------------
The Hellenic Corporation of Assets and Participations (Growthfund)
invites interested parties to submit Expressions of Interest to
participate in a tender process for the concession of port
operation services (berthing and other services) and of the right
to use, operate, manage and exploit the movable and or fixed assets
within the upland area and/or the sea area of the marina of
Kalamaria for at least 35 years.

The marina of Kalaimaria is located in Thessaloniki, Greece, in
"Aretsou" area, within the boundaries of the Municipality of
Kalamaria. The sea area of the marina of Kalamaria extends to a
surface of approximately 100,000 sq.m. and can accommodate over 380
yachts of yachts up to 50m of length. The upland area of the marina
covers an area of approximately 78,000 sq.m.

The tender process will be conducted in two phases: a
pre-qualication phase and a binding offers phase.  Details of the
tender process are described in the Invitation to Submit the
Expressions of Interest, which is fully available on Growthfund's
website www.growthfund.gr

According to the Invitation, expressions of interest must be
submitted by February 27, 2026, no later than 5:00 p.m. (EET time)
at the Growthtund's premises, 3-5 Palaion Patron Germanou Str. 105
61, Athens, Greece.




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BARINGS EURO 2025-1: Fitch Rates Class F Notes 'B-sf'
-----------------------------------------------------
Fitch Ratings has assigned Barings Euro CLO 2025-1 DAC final
ratings.

RATING ACTIONS

   Entity / Debt           Rating  
   -------------           ------

Barings Euro CLO 2025-1 DAC

  A XS3246987104     LT    AAAsf   New Rating

  B XS3246987369     LT    AAsf    New Rating

  C XS3246987872     LT    Asf     New Rating

  D XS3246988094     LT    BBB-sf  New Rating

  E XS3246988250     LT    BB-sf   New Rating

  F XS3246988417     LT    B-sf    New Rating

  Sub Notes
  XS3246988680       LT    NRsf    New Rating

Transaction Summary

Barings Euro CLO 2025-1 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine and second-lien loans and high-yield bonds.
Note proceeds have been used to fund a portfolio with a target par
of EUR400 million. The portfolio is actively managed by Barings
(U.K.) Limited. The CLO has a three-year reinvestment period and a
seven-year weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B+'/'B'. The Fitch-weighted
average rating factor of the identified portfolio is 22.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets are more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 62.5%.

Diversified Asset Portfolio (Positive): The transaction has two
matrices effective at closing. The matrices are based on a top 10
obligor concentration limit of 20% and correspond to a seven-year
WAL test. The deal also includes various other concentration
limits, including a maximum exposure of 40% to the three largest
Fitch-defined industries in the portfolio. These covenants ensure
the portfolio will not be excessively concentrated.

Portfolio Management (Neutral): The deal has a reinvestment period
of about three years and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio, with the aim of testing the robustness
of the deal structure against its covenants and portfolio
guidelines.

Cash-flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged after the reinvestment period. These include passing the
coverage tests and Fitch 'CCC' limit after the reinvestment period,
and a WAL covenant that progressively steps down, before and after
the end of the reinvestment period. These conditions would reduce
the effective risk horizon of the portfolio during periods of
stress.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all rating levels in
the identified portfolio would have no impact on the classes A to C
notes and lead to downgrades of up to one notch for the class D and
E notes and to below 'B-sf' for the class F notes. Downgrades may
occur if the build-up of the notes' credit enhancement following
amortisation does not compensate for a larger loss expectation than
initially assumed due to unexpectedly high levels of defaults and
portfolio deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio, the class B, D, E and F notes
have rating cushions of two notches, and the class C notes have a
cushion of three notches.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded, either due to manager trading
or negative portfolio credit migration, a 25% increase of the mean
RDR and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of two notches
for the class A, C and D notes, three notches for the class B
notes, and to below 'B-sf' for the class E and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all rating levels in the Fitch-stressed portfolio
would result in upgrades of up to two notches for all notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.


CARLYLE EURO 2020-1: Fitch Affirms 'Bsf' Rating on Class Notes
--------------------------------------------------------------
Fitch Ratings has upgraded Carlyle Euro CLO 2020-1 DAC's class A-2A
to C notes and affirmed the others.

RATING ACTIONS

  Entity / Debt              Rating              Prior  
  -------------              ------              -----

Carlyle Euro CLO 2020-1 DAC

  A-1 XS2115124740      LT    AAAsf    Affirmed   AAAsf

  A-2A XS2115125556     LT    AAAsf    Upgrade    AAsf

  A-2B XS2115126281     LT    AAAsf    Upgrade    AAsf

  B XS2115126877        LT    A+sf     Upgrade    Asf

  C XS2115127412        LT    BBB+sf   Upgrade    BBBsf

  D XS2115128063        LT    BBsf     Affirmed   BBsf

  E XS2115128147        LT    Bsf      Affirmed   Bsf

Transaction Summary

Carlyle Euro CLO 2020-1 DAC is a securitisation of mainly senior
secured obligations (at least 95%) with a component of
corporate-rescue loans, senior unsecured, mezzanine, second-lien
loans and high-yield bonds. The transaction is actively managed by
CELF Advisors LLP. The transaction closed in April 2020 and exited
its reinvestment period in October 2024.

KEY RATING DRIVERS

Amortisations Increases Senior Notes CE: The class A-1 notes have
paid down EUR132 million since Fitch's last review. This
amortisation has increased the credit enhancement (CE) for the
senior notes, outweighing further par losses since the previous
review. This resulted in the upgrade of the class A-2A to C notes,
and affirmation of the class A-1, D and E notes.

Portfolio Deterioration: The transaction is 2.7% below par
(calculated as the current par difference over the original target
par), down from 1.5% since the previous review. The Negative
Outlook on the class E notes reflects the very limited default rate
cushion at the current rating, which has significantly reduced as a
result of the par losses since the previous review.

Transaction Outside Reinvestment Period: The manager cannot current
reinvest unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations due to the failing
weighted average rating factor test. However, this test can be
cured with some sales from the portfolio that would allow for
continued reinvestment beyond the reinvestment period, which ended
in October 2024. Given this, Fitch's analysis is based on a
Fitch-stressed portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor of the current portfolio is 26.35 as calculated by Fitch
under its latest criteria. About 15.33% of the portfolio is
currently on Negative Outlook.

High Recovery Expectations: 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-calculated weighted average recovery rate of the
current portfolio is 60.24%

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 14.01, and no obligor
represents more than 1.52% of the portfolio balance. Exposure to
the three largest Fitch-defined industries is 30.43% as calculated
by Fitch. Fixed-rate assets as reported by the trustee are at
9.80%, complying with the limit of 12.50%

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.


SOUND POINT III: Fitch Affirms 'B+sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has upgraded Sound Point Euro CLO III Funding DAC's
class B-1 and B-2 notes and affirmed the rest.

RATING ACTIONS

  Entity/Debt            Rating             Prior  
  -----------            ------             -----

Sound Point Euro CLO III Funding DAC

  A XS2113702380     LT   AAAsf   Affirmed   AAAsf

  B-1 XS2113702893   LT   AAAsf   Upgrade    AA+sf

  B-2 XS2113703511   LT   AAAsf   Upgrade    AA+sf

  C XS2113704089     LT   A+sf    Affirmed   A+sf

  D XS2113704758     LT   BBB+sf  Affirmed   BBB+sf

  E XS2113705565     LT   BB+sf   Affirmed   BB+sf

  F XS2113705219     LT   B+sf    Affirmed   B+sf

Transaction Summary

Sound Point Euro CLO III Funding DAC is a cash flow CLO mostly
comprising senior secured obligations. The transaction is actively
managed by Sound Point CLO C-MOA, LLC and its reinvestment period
ended in October 2024.

KEY RATING DRIVERS

Amortisation Increases CE: As of December 2025, the class A notes
paid down EUR27.5 million since the last review of the transaction
on December 2024. This amortisation has increased credit
enhancement (CE) for the senior notes, outweighing some par losses
that have occurred since Fitch's previous review. This has resulted
in the upgrade of the class B-1 and B-2 notes, The affirmation of
the other notes and Stable Outlooks reflect comfortable breakeven
default rate (BDR) cushions at their ratings, aligned with their
model-implied ratings.

B'/'B-' Portfolio: Fitch assesses the average credit quality of the
underlying obligors at 'B'/'B-'. The weighted average rating factor
of the current portfolio is 25.5 as calculated by Fitch under its
latest criteria.

High Recovery Expectations: Senior secured obligations comprise
97.8% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio is 60.8%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 16%, and no obligor
represents more than 1.8% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 24.9% as calculated by
Fitch. Fixed-rate assets are reported by the trustee at 6.2%,
currently complying with the limit of 7.50%.

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in October 2024 and the most senior notes are
deleveraging. It is currently failing the weighted average rating
factor and it must be strictly satisfied immediately after any
reinvestment. The manager can resume reinvestment of unscheduled
principal proceeds and sale proceeds from credit impaired and
credit improved assets once this test is cured. At 31 December
2025, the transaction had EUR66.5 million in unscheduled principal
proceeds. The transaction is also failing the weighted average life
(WAL) and weighted average recovery rate which are on a
maintain-or-improve basis.

Given the manager's ability to cure the test and continue to
reinvest, Fitch's analysis is based on a stressed portfolio and
tested the notes' achievable ratings across the Fitch matrix, since
the portfolio can still migrate to different collateral quality
tests. The weighted average recovery rate covenants in the Fitch
test matrices were haircut by 1.5% to account for the old recovery
rate definition in the documents, which can inflate the recovery
rate compared with Fitch latest CLO criteria.

Cashflow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests. Fitch's upgrade analysis stressed the portfolio covenants to
their limits due to the possibility of continued reinvestment.
Fitch also applied a minimum WAL of four years to the stressed
portfolio and evaluated the notes' achievable ratings across the
Fitch matrix, acknowledging that the portfolio may migrate to a
different collateral quality profile.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.


ST. PAUL'S IV: Fitch Affirms 'B+sf' Rating on Class E-RRR Notes
---------------------------------------------------------------
Fitch Ratings has revised the Outlooks on St. Paul's CLO IV DAC's
class D and E notes to Negative from Stable. All notes have been
affirmed.

RATING ACTIONS

   Entity/Debt                 Rating            Prior  
   -----------                 ------            -----

St. Paul's CLO IV DAC

  A-1-RRRR XS2400756362    LT   AAAsf   Affirmed  AAAsf

  A-2A-RRR XS1852564217    LT   AA+sf   Affirmed  AA+sf

  A2-B-RRRR XS2400757253   LT   AA+sf   Affirmed  AA+sf

  B-RRR XS1852565537       LT   A+sf    Affirmed  A+sf

  C-RRR XS1852566188       LT   BBB+sf  Affirmed  BBB+sf

  D-RRR XS1852567079       LT   BB+sf   Affirmed  BB+sf

  E-RRR XS1852566857       LT   B+sf    Affirmed  B+sf

Transaction Summary

St. Paul's CLO IV DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is managed by Intermediate
Capital Managers Limited and exited its reinvestment period in
October 2021. However, the manager has been able to reinvest, as
allowed by reinvestment criteria after the reinvestment period.

KEY RATING DRIVERS

Portfolio Deterioration Drives Negative Outlooks: The Negative
Outlook on the class D and class E notes reflects the portfolio
credit risk deterioration and a sizable, increasing long-dated
bucket since the previous review in February 2025. Due to par
losses and erosion in the default rate cushions since the last
review, the class D and E notes benefit from reduced protection
against new defaults at their current ratings. The transaction is
breaching its Fitch weighted average recovery rating, weighted
average rating factor and weighted average life collateral quality
tests, as well as its Fitch 'CCC' limit. The class E par value test
is also failing, according to the last trustee report.

Exposure to assets with a Fitch-derived rating of 'CCC+' is 10.6%,
compared with a limit of 7.5%, according to the latest trustee
report dated December 2025. The transaction is now 1.1% below par
(compared with 0.3% at the previous review) and defaults comprise
2.8% of the portfolio's outstanding principal balance (compared
with 2.1% at the previous review). Exposure to obligors with a
Negative Outlook on their driving ratings has reached 27.1% of the
portfolio, as calculated by Fitch.

Long-Dated Assets: The exposure to long-dated assets has risen to
8.2% from 2.7% at the previous review, increasing the tail risk.
The current average market value of these assets, which Fitch
assumes will have to be sold at the estimated recovery value by the
notes' final legal maturity, is currently at around 90%. However,
unlike in many other CLOs, non-defaulted long-dated assets are
counted at par in this transaction's over-collateralisation (OC)
tests, rather than being subject to a haircut, which makes the OC
tests weaker.

Sufficient Cushion for Senior Notes: The senior classes of notes
have retained sufficient buffer to support their current ratings
and should be capable of absorbing further defaults and par erosion
in the portfolio. This is reflected in the Stable Outlooks on the
class A-1-R to class C notes.

Revolving Transaction: The transaction exited its reinvestment
period in October 2021. However, the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit-risk
obligations and credit-improved obligations, subject to compliance
with the reinvestment criteria. A failure of the Fitch 'CCC' limits
or of any collateral quality test does not prevent the collateral
manager from reinvesting, provided the limits and tests are
maintained or improved after reinvestment. However, the recent
failure of the class E par value test restricts the ability to
reinvest until cured, as any par value test must be satisfied
before and after reinvestment.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor of the current portfolio is 29.1, as
calculated under Fitch's latest criteria.

High Recovery Expectations: Senior secured obligations comprise 97%
of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio is 59.3%.

Moderately Diversified Portfolio: The portfolio is moderately
diversified across obligors, countries and industries. The top 10
obligor and the largest obligor concentrations are 19.5% and 2.7%,
respectively. Exposure to the three largest Fitch-defined
industries is 35%. Fixed-rate assets constitute 9.3% of the
portfolio, below a limit of 10%.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Downgrades may occur if the loss expectation is larger than
assumed, due to unexpectedly high levels of default and portfolio
deterioration.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.




=========
I T A L Y
=========

FABBRICA ITALIANA: Moody's Ups CFR to B2 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating of
Fabbrica Italiana Sintetici S.p.A. (FIS) to B2 from B3 and its
probability of default rating to B2-PD from B3-PD. Concurrently,
Moody's have assigned B2 ratings to the proposed EUR750 million
senior secured notes to be issued by Fabbrica Italiana Sintetici
S.p.A., the top entity of the restricted group. The outlook has
been changed to stable from positive.

The proceeds from the proposed senior secured notes will be used to
refinance FIS's existing debt, fund shareholder distributions, and
cover related fees and expenses. As part of the refinancing, a
EUR250 million payment-in-kind (PIK) facility will be issued
outside the restricted group to repay a vendor loan. While Moody's
excludes this instrument from FIS's credit-metric calculations,
Moody's views it as increasing the risk of cash leakage from the
restricted group.

RATINGS RATIONALE

The rating action reflects FIS' solid operating performance in the
last quarters, which has resulted in leverage reduction, and
Moody's expectations that it will continue to grow its earnings and
cash flow and further improve its credit metrics over the next
12-18 months. Moody's rating assumes no shareholder distribution,
nor large debt-funded M&A and no cash leakage outside of the
restricted group to service the PIK facility.

Governance considerations, including FIS's financial policy,
including tolerance for high leverage, were drivers of the rating
action.

Pro forma this transaction, FIS's leverage (Moody's-adjusted gross
debt/EBITDA) is still high amounting to about 6.0x based on FY2025
management preliminary numbers. In the next 12 to 18 months,
Moody's projects that revenue will grow in the mid-to high-single
digits in percentage terms annually and the company will increase
its Moody's-adjusted EBITDA margin to around 22%-23% supported by
(i) increasing contribution from higher-value Custom active
pharmaceutical ingredients APIs, (ii) structural cost savings from
pricing, procurement, production initiatives launched in 2024, and
(iii) operating leverage as volumes grow. Moody's expects EBITDA
improvements to drive reduction in leverage to below 5.5x within
the next 12-18 months. Moody's also projects that Moody's-adjusted
free cash flow (FCF) will be positive in 2025 and onward and reach
about EUR30 million for FY 2027.

FIS has delivered solid revenue and earnings growth over recent
quarters. Revenue from operations increased to about EUR802 million
in 2024 (up 11.4% year on year), while pro forma adjusted EBITDA
rose to around EUR146 million, implying an EBITDA margin of 18.2%,
a 3.1 percentage point improvement versus 2023. This performance
was driven by substantial volume growth from new molecules in the
Custom segment, higher selling prices across the existing portfolio
and benefits from procurement savings and operational efficiency
initiatives.

FIS' B2 rating takes into account prospects of continued revenue
growth sustained by long-standing customer relationships and
growing exposure to anti-diabetics drugs as well as expected net
benefits from restructuring and strengthened liquidity. The
implementation of restructuring and working capital optimization
programs have already resulted in some positive impact on FIS'
financial strengths.

At the same time, the B2 rating remains constrained by (i) FIS'
still moderate size relative to larger diversified CDMOs; (ii)
significant product, customer and supplier concentration, with the
top 10 customers accounting for 77% of revenue; (iii) structurally
high working-capital needs and exposure to precious-metal price
fluctuations; (iv) reliance on factoring programs as part of its
liquidity management.

A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that FIS will
continue to have a strong operating performance over the next 12-18
months and further improve its credit metrics with Moodys's
adjusted leverage declining below 5.5x and FCF improving in 2025.
The stable outlook also reflects Moody's expectations that FIS'
financial policy will support further deleveraging and that
acquisitions will be funded conservatively.

LIQUIDITY

FIS has a good liquidity, underpinned by a cash balance of EUR155
million as of September 30, 2025 and access to a new EUR160 million
super senior secured revolving credit facility (RCF), which is
expected to remain undrawn at closing of the refinancing
transaction. Moody's projects positive free cash flow (FCF) in 2025
at EUR25 million and about EUR30 million in 2027, while FY2026 FCF
will be influenced by a sizable dividend distribution as part of
the transaction. The RCF is subject to a total debt leverage
covenant of 7.0x, tested quarterly when more than 40% of the
facility is drawn. Moody's expects the company to maintain
significant capacity under this covenant. FIS also operates a
factoring program—treated as debt in Moody's analysis—utilized
at EUR120 million as of end-December 2025, with usage expected to
remain broadly stable.

STRUCTURAL CONSIDERATIONS

The B2 rating of the EUR750 million senior secured notes (SSN) is
in line with the CFR, reflecting the fact that this instrument
represents most of the company's financial debt. The SSN and super
senior RCF share the same security package and guarantees, with the
RCF benefiting from priority claim on enforcement proceeds. The
security package comprises pledges over the shares of the borrower
and guarantors as well as bank accounts and intragroup receivables.
Moody's considers the security package to be weak, consistent with
Moody's approach for shares-only pledges.

The PIK facility matures not less than 6 months after the maturity
of the senior notes. Moody's views the presence of this instrument
as indicative of a more aggressive financial policy, which weighs
negatively on the rating. This is due to the risk of future
releveraging within the restricted group, the size of the PIK
instrument and its "pay-if-you-want" features. That said Moody's do
not anticipate any re-leveraging to refinance or repay the PIK, in
whole or in part in the near future. Instead, Moody's expects the
strategic focus to remain on growing FIS' EBITDA and cash flow
generation.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward pressure could arise if FIS continues to deliver solid
operating performance and it maintains a predictable financial
policy, including visibility into M&A strategy and shareholder
distribution.  Numerically, this would translate into (i) Debt to
EBITDA sustained below 4.5x; (ii) EBITDA margin sustainably
exceeding 20%; and (iii) Moody's-adjusted FCF increasing to high
single digit while maintaining a strong liquidity profile and no
deterioration in EBITDA/interest expense.

Moody's could downgrade the ratings with (i) Debt to EBITDA
sustained above 5.5x; (ii) EBITDA margin in the low teens (%) on a
sustained basis; or (iii) weakening of liquidity, such as
persistent negative free cash flow or EBITDA/interest expense
deteriorating from the current levels.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

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

Fabbrica Italiana Sintetici S.p.A. (FIS), based in Montecchio
Maggiore/Italy, is a contract development and manufacturing company
(CDMO) that specializes in the production and development of small
molecule active pharmaceutical ingredients (API). FIS' businesses
are organized in three divisions: Custom (9 months that ended
September 2025 share of net sales: 62%); Established generics
(35%); R&D Services (3%). In the 12 months that ended September
2025, FIS generated turnover from sales and services of around
EUR813 million and company reported EBITDA of EUR127 million.

FABBRICA ITALIANA: S&P Affirms 'B' ICR on Shareholder Distribution
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer rating on
Fabbrica Italiana Sintetici (FIS). S&P also assigned a 'B' issue
rating and '3' recovery rating (55% recovery prospects) to the
newly issued EUR750 million senior secured notes.

The stable outlook reflects our view of robust high-single-digit
organic revenue growth thanks to new GLP-1 market contracts and
ongoing price increases, resulting in gradually improving
profitability supported by a better product mix and procurement
savings.

FIS plans to refinance its capital structure and raise additional
debt to distribute a EUR300 million dividend, supported by strong
operational performance as an EU-based contract development and
manufacturing organization focusing on specialist active
pharmaceutical ingredients.

The financing includes EUR750 million senior secured notes
(fixed-rate, floating-rate, or both) due in 2031, a EUR250 million
payment-in-kind (PIK) debt maturing after the senior secured notes,
and an upsized revolving credit facility (RCF) of EUR160 million
(previously EUR80 million), expected to be fully undrawn at
closing.

S&P said, "Although the transaction increases FIS's total debt by
about EUR280 million, we anticipate S&P Global Ratings-adjusted
leverage will only moderately increase to about 6.0x
post-transaction from 5.8x expected by year-end 2025. We also
anticipate continued positive free cash flow generation, despite an
acceleration in capital expenditure from 2025 to sustain expected
sales growth.

"We expect FIS's credit metrics to remain in line with a 'B' rating
following the refinancing and distribution to shareholders. The
proceeds from the EUR250 million PIK debt and the new EUR750
million senior secured notes will extend debt maturity by four
years until 2031 and will be used to refinance the existing EUR350
million sustainability-linked senior secured notes, the EUR50
million private placement, and family vendor loan (including
accrued interest), as well as to finance a up to EUR312 million
distribution to shareholders. Debt will increase by about EUR280
million, but we anticipate S&P Global Ratings-adjusted leverage
will only moderately increase to about 6.0x this year from the
expected 5.8x at year-end 2025, thanks to strong EBITDA growth. We
also note healthy interest coverage ratios, with funds from
operations (FFO) cash interest coverage remaining above 3.0x
through 2026 and 2027."

Good order book visibility, increased exposure to the GLP-1 market,
and favorable pricing will drive mid to high-single-digit revenue
growth this year. The company's healthy order books provide a good
visibility for this year, with 90%-95% of orders already secured.
S&P said, "We believe increased exposure to the highly profitable
market for diabetes GLP-1 drugs will be a key driver of anticipated
margin improvement. These molecules have strong underlying growth
prospects and retain higher profitability levels. FIS's production
quality and reliability has led to stronger relationships with the
main contenders in the obesity market, which is currently the
fastest-growing pharmaceutical franchise. FIS has diversified
significantly into the GLP-1 landscape, serving both oral and
subcutaneous administration modes. However, we acknowledge the
fast-evolving nature of the GLP-1 market could introduce volatility
into our base case."

FIS will continue to benefit from sales growth in other therapeutic
areas (including oncology and multiple sclerosis) fueled by
existing and new customers.

Robust revenue growth, an enhanced product mix, and operating
efficiency will support an improved adjusted EBITDA margin toward
20% this year, positioning the business risk profile at the
stronger end of its category. S&P said, "The EBITDA margin growth
we expect will result from the ongoing rationalization of the
generic portfolio, including the termination of low- or
negative-margin contracts, and the ramp-up of new, more profitable
contracts. We also anticipate normalizing inflation will positively
impact utility and raw material expenses since the company has
already negotiated price increases to offset these costs and will
maintain this cushion despite the diminishing inflationary
pressures." Similarly, the company is shielded from exchange rate
fluctuations through contractually embedded pass-through
mechanisms.

At the same time, the company is realizing benefits from past
cost-saving initiatives in procurement, which will contribute to
the expected EBITDA margin improvement. Further identified areas
for savings also include yield management through more efficient
use of production lines. S&P said, "We anticipate lower
transformation costs related to these cost-saving measures and
process reorganization initiatives as we understand the company
expensed most of those costs over 2024-2025 (EUR45 million and
EUR30 million, respectively). Our base case still incorporates
about EUR15 million in one-off costs for both 2026 and 2027 to
finalize initiatives carried over from 2025." While substantial
revenue growth will be the primary driver of EBITDA improvement,
reducing these costs will provide a further boost.

Free operating cash flow (FOCF) will remain pressured in the coming
years owing to substantial growth capex. S&P said, "We forecast
total capex to increase from an expected EUR105 million in 2025 to
about EUR120 million-EUR130 million per annum for 2026 and 2027, of
which EUR65 million-EUR80 million is related to growth investments.
These investments will allow FIS to deliver robust revenue growth
and improve operating efficiency. Higher cash interest payments
will also weigh on cash flow generation, with cash interest
climbing from about EUR30 million in 2025 to about EUR50 million
per year thereafter, reflecting the new capital structure.
Positively, we anticipate favorable working capital trends, notably
thanks to enhanced operating efficiency and better inventory
management, as the company optimizes the purchase of raw materials
and benefits from production cycle compression. We anticipate
positive FOCF generation of EUR15 million-EUR30 million for 2026
and 2027."

S&P said, "We expect robust, long-term growth in the large and
resilient CDMO API market, propelled by solid fundamentals. Key
factors supporting this growth include the accelerating aging
population, a resurgence in small molecule innovation, and an
increasing trend of pharmaceutical groups to outsource
manufacturing. FIS is well-positioned in this favorable industry
dynamic, with a strong track record of reliability, a diversified
customer base with no attrition rate, and a small but well-invested
asset base. We expect new contracts to easily offset lower volumes
related to the upcoming exclusivity losses. The group's strategy to
focus on more complex molecules will also boost profitability. FIS
also owns some in-house patents on the production process of
generic active pharmaceutical ingredients (APIs), for which it
receives a technology fee. This limits the risk of margins being
squeezed at the end of the product cycle and favors take-or-pay
contracts, which are preferred by contract developers and
manufacturing organizations (CDMOs). Margin protection is typically
stronger in the later stages of the manufacturing process, so FIS
is strategically moving toward producing semi-finished products.
While this requires growth capex, FIS's proven execution record
mitigates this risk. FIS has extension capacity at two of its three
production sites.

"The stable outlook reflects our view that FIS will continue to
markedly grow organically thanks to its strong order book,
well-invested asset base, established research and development
(R&D) department, new technological capabilities, and growing
customer base, along with new contracts to produce GLP-1 molecules.
We think this will result in margin expansion to about 20%-21% in
2026 from about 17% in 2025, supported by a clear cost saving plan,
improved product mix, and enhanced operating leverage. Under our
base case, we expect S&P Global Ratings-adjusted debt to EBITDA of
about 6.0x in 2026, improving toward 5.0x in 2027, and ongoing
positive FOCF despite increasing growth capex to support pipeline
expansion.

"We could take a negative rating action if we observe a significant
deviation from our base case such that S&P Global Ratings-adjusted
debt to EBITDA exceeds 7.0x sustainably, FOCF remains negative, and
FFO cash interest coverage falls below 2.0x. This could happen if
the company's operating performance deteriorates due to losing key
customers or it struggles to finalize the implementation of its
saving plan. An increase in leverage could also result from a more
aggressive financial strategy by its shareholder.

"We could take a positive rating action if the company accelerates
its organic deleveraging plan, so that S&P Global Ratings-adjusted
debt to EBITDA sustainably falls below 5.0x. This would require a
commitment from the financial sponsor to maintain a conservative
financing policy and sustain this leverage ratio, while
consistently posting positive FOCF. A positive rating action would
most likely be triggered by a stronger revenue growth in the custom
segment, driven by new GLP-1 contracts and better-than-expected
profitability."


NEXTURE SPA: S&P Affirms 'B' LT ICR on Announced Acquisitions
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Italian food ingredients manufacturer Nexture SpA, and its 'B'
issue and '3' recovery ratings on its senior secured floating rate
notes, including the existing EUR425 million. S&P is also assigning
its 'B' issue rating and '3' recovery ratings to the proposed new
EUR475 million senior secured floating notes. S&P forecasts
meaningful recovery prospects of 50%-70% (rounded estimate: 55%).

S&P said, "The stable outlook reflects our expectation that Nexture
will sustain adjusted debt to EBITDA of about 6.5x in 2026, while
maintaining positive FOCF supported by solid organic sales growth
and EBITDA margin expansion to 13.8%-14.3%. Our expectations of a
thin FOCF cushion signals a limited rating headroom, however, and
high dependence on successful management execution, especially in
new business wins and maintaining profitability of main product
lines."

Nexture has recently agreed to acquire two food ingredients
players--Frulact, a leading Portuguese manufacturer of fruit-based
specialty ingredients, liquid flavors, and plant-based ingredients,
and Sipral, an Italian group specialized in the production of
creams and fillings, nut-based ingredients, value-added fats and
oils, artisanal gelato solutions, and mixes/pre-mixes of flour. To
finance the acquisitions, Nexture is raising EUR475 million of new
senior secured floating notes maturing in 2032 in addition to the
existing EUR425 million notes maturing in 2032 and receiving an
equity injection of EUR304 million from Investindustrial. At the
same time, the revolving credit facility (RCF) will be upsized to
EUR150 million from EUR80 million. S&P expects the transactions'
completion in early 2026.

The acquisitions of Frulact and Sipral will strengthen Nexture's
position as a global value-added ingredients player, contingent on
good management execution and achieving seamless integration. With
sales of EUR265 million and adjusted EBITDA of EUR47 million in the
12 months to September 2025, Portugal-based Frulact is a global
leader in the value-added, highly-customized food systems for the
core dairy segment and the ice cream, bakery, plant-based, and
beverage end markets. It is the No. 3 global player in fruit
solutions specialized in dairy products. Italy-based Sipral
produces high-quality ingredients for the food and beverage market,
with a product portfolio comprising fats and oils, fat-based creams
and fillings, mixes/pre-mixes of flour, and artisanal gelato
ingredients, with EUR83 million of sales and EUR14 million of
adjusted EBITDA estimated for 2025. S&P said, "We believe the two
acquisitions will complement Nexture's capabilities across the
high-value-added ingredients segment, namely by strengthening its
presence in the large and resilient fruit-based ingredients market
and expanding the product portfolio to fat-based creams and
nut-based ingredients, supported by favorable tailwinds such as
rising consumer demand. At the same time, Nexture will benefit from
enhanced cross-selling opportunities and cost-saving synergies
driven by procurement, manufacturing, and selling, general, and
administrative (SG&A) optimization. Frulact's presence and
manufacturing footprint in the profitable U.S. market (where
Nexture did not have a presence) and innovation capabilities and
Sipral's premium product portfolio in both value-added and core
ingredients should contribute to geographic expansion, improved
product capabilities, a larger client base, and EBITDA margin
accretion. The integration of the two businesses should be aided by
their complementary nature, retention of Frulact's experienced
senior executive team (reducing the risk of losing key people),
limited IT integration needs (as most IT systems are the same
across companies), and the proximity of Sipral's operations to
Nexture's in Italy (facilitating their oversight). Nevertheless, we
think the company's success will hinge on sustained management
execution of the business growth strategy, including the
achievement of solid organic sales growth and the realization of
cost savings, as well as the smooth integration of shared services
and controls. We do not expect further acquisitions over the next
couple of years as management focuses on this integration. The
acquisitions will be financed with EUR475 million of new senior
secured floating notes, which will come in addition to the existing
EUR425 million floating rate senior notes maturing in 2032, and an
equity injection of EUR304 million from Investindustrial, in the
form of common equity, coupled with EUR15 million of cash. At the
same time, the RCF will be upsized to EUR150 million from EUR80
million. The transaction values Frulact at about EUR568 million and
Sipral at about EUR187 million, with EUR38 million expected to be
incurred in transaction costs. We expect the transactions to
complete in early 2026."

S&P said, "Our rating affirmation reflects expected S&P Global
Ratings-adjusted net debt to EBITDA of about 6.5x in 2026 and below
6.0x in 2027, and positive FOCF, supported by solid organic revenue
growth and margin expansion. We forecast sales of EUR1.175
billion-EUR1.225 billion in 2026 and EUR1.215 billion-EUR1.265
billion in 2027 (sales from the Frulact business representing about
24% of total sales and from the Sipral business about 7%). Growth
will be driven by an increase in volumes of the value-added
ingredients and to a lesser extent by price rises with
premiumization of ingredients and inflation, with Nexture focusing
on underpenetrated and rapidly growing geographies including the
U.S., China, Africa, and Middle East. Core ingredients should be
broadly flat over the next two years as volumes remain subdued. We
expect S&P Global Ratings-adjusted EBITDA margin improvement of
about 120 basis points (bps)-180 bps to 13.8%-14.3% in 2026 as the
product portfolio is skewed toward value-added ingredients, despite
moderate restructuring and efficiency measures costs, translating
into an EBITDA of around EUR165 million-EUR175 million. In 2027, we
anticipate further margin improvement of about 100bps-150bps
because of cost-saving synergies and increased exposure to the U.S.
and to value-added products. With S&P Global Ratings-adjusted debt
of about EUR1.08 billion-EUR1.10 billion comprising EUR900 million
senior notes and adjustments for pension liabilities, lease
liabilities, and factoring lines, we estimate S&P Global
Ratings-adjusted leverage of 6.5x in 2026, declining to below 6.0x
in 2027 fueled by earnings growth. The group's FOCF should be
positive in the next two years, although we estimate the cash
cushion will remain modest. Under our base case, we forecast FOCF
of EUR15 million-EUR25 million in 2026 and 2027, underpinning the
group's credit quality. We assume about EUR30 million of annual
working capital requirements in 2025-2026 reflecting greater
business scale and higher inventories to support revenue growth,
while working capital optimization initiatives are ongoing. Capital
expenditure (capex) should be around 3% of sales in 2026 and 4% in
2027 (of which about 1% of total sales is recurring capex), with
the increase in 2027 related to the building of extra capacity in
North America and other production units. FFO cash interest
coverage should be above 2.5x over 2026-2027.

"Nexture reported solid stand-alone results for the first nine
months of 2025 and we anticipate full-year 2025 metrics to be
aligned or slightly better than our previously published base case.
Sales were broadly flat (0.3%) at EUR611.2 million and the
company's adjusted EBITDA stood at EUR84.1 million, up 16% versus
the first nine months of 2024, reflecting a significant margin
improvement thanks to a strong focus on higher value-added product
lines and the realization of several cost-saving initiatives.
Value-added ingredients sales showed good growth, but this was
offset by the strategic pruning of core stock-keeping units. For
full-year 2025, we now forecast sales growth of about 0.6% to
EUR820 million (versus EUR825 million-EUR835 million in our
previous base case), while S&P Global Ratings-adjusted EBITDA
should stand at EUR100 million-EUR105 million (EUR93 million-EUR98
million previously forecasted), representing a margin of
12.2%-12.8% (11%-12% in previous forecasts). We forecast adjusted
leverage of 5.7x-6.0x (6.5x-6.7x previously expected) and FOCF of
EUR10 million-EUR20 million in 2025 (in line with our previous
forecasts), driven by low capex intensity (approximately 2% of
sales), mainly for maintenance, automation projects, IT, and to
support productivity improvements, as well as limited working
capital needs of about EUR15 million-EUR20 million. FFO cash
interest coverage should be above 3.0x (versus 2.5x-3.0x in our
previous base case).

"The stable outlook reflects our expectation that Nexture will
sustain adjusted debt to EBITDA of about 6.5x in 2026, while
maintaining positive FOCF supported by solid organic sales growth
and EBITDA margin expansion to 13.8%-14.3%. Our base case assumes
the management team will successfully integrate the newly acquired
Frulact and Sipral businesses and accomplish its business growth
strategy, resulting in profitable growth. We think this will be
supported by the positive demand prospects for its high-margin
value-added products and transformation and efficiency initiatives,
despite sluggish growth in the core ingredients segment.

"We could lower our rating if Nexture's projected credit metrics
deviate from our base case, such as adjusted debt leverage at or
above 7x in the 12 months after the transactions close. This would
also likely mean a weaker FFO cash interest coverage ratio,
dropping below 2x, and negative FOCF.

"This could happen in case of integration issues or management
underachieving the growth plan due to, for example,
softer-than-expected demand or high competition intensity in
high-margin, value-added products or challenges in the U.S. market,
leading to weaker profitability and cash flow versus our base
case.

"We could raise our rating on Nexture if its credit metrics improve
well above our base case, such that S&P Global Ratings-adjusted
debt to EBITDA decreases to below 5x on a sustained basis. A higher
rating would also depend on a clear commitment from the company and
its owner to maintain debt leverage tolerance at this level at all
times, even after discretionary spending. Rating upside would also
hinge on considerably higher FOCF than projected."




===================
L U X E M B O U R G
===================

AROUNDTOWN SA: S&P Rates New Subordinated Euro Hybrid Notes 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to Aroundtown
S.A.'s proposed hybrid notes, to be issued by its financing
subsidiary, Aroundtown Finance Sarl.

Aroundtown has launched the issuance of benchmark-sized
subordinated unsecured hybrid notes to replace some of its
outstanding hybrid notes.

S&P said, "We understand that the overall hybrid stock will remain
unchanged once the transaction is completed as the company will use
all proceeds of the new issuance to tender existing outstanding
hybrid notes and it remains committed to maintaining the overall
hybrid stock of about 15% as part of its capital structure.

"We understand that the hybrid bond issuances will be benchmark
sized and carry a fixed rate until the first reset date in 5.5
years. The completion and size of the transaction will be subject
to market conditions, and we understand that the company plans to
use the proceeds to tender certain existing hybrid bonds, including
instruments with intermediate and no equity content, as per S&P
Global Ratings' methodology. Pro forma successful issuance, we
expect Aroundtown's hybrid capitalization rate to remain at about
15%, which is in line with our 15% hybrid capital threshold per our
criteria. We understand the hybrid bonds issued by its subsidiary,
Grand City Properties S.A. (BBB/Stable/A-2), are not part of this
transaction."


FS LUXEMBOURG: Moody's Rates New $500MM Sr. Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to the proposed $500 million
senior unsecured notes to be issued by FS Luxembourg S.a r.l.
unconditionally and irrevocably guaranteed by FS Industria de
Biocombustiveis Ltda (FS, Ba3 negative) and FS I Industria de
Etanol S.A. The company's existing ratings are unchanged. The
outlook is negative.

Proceeds from the offering will be used to tender FS senior
unsecured notes due 2031, with a presently outstanding amount of
$350 million (BRL1.9 billion), and other liability management. FS's
proposed tender offer aims to extend the maturity of its
outstanding financial debt and will not result in a material
increase in the company's leverage.

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 liability management will help the company to lengthen
its amortization schedule supporting its financial flexibility.
Moody's believes FS EBITDA will increase about 25% in 2025-26 to
BRL3.5 billion, but Moody's also expects an increase in capex and
negative free cash flow with the construction of FS's fourth
operating mill, demanding a capex of BRL2 billion. In addition to
the initial capex for the construction, the ramp-up will include
high working capital needs anticipating the beginning of operations
of the new mill at year-end 2026. Moody's also observe a downward
trend scenario for ethanol prices because of lower overall
international gasoline prices and the expectation ample supply of
ethanol through the 2026-27 harvest, ending March 2027. The new
mill is expected to ramp-up in December 2026 contributing with an
additional 540 million liters of ethanol production. Although the
new mill increases production capacity it fails to provide further
product or geographical diversification.

FS ratings are supported by the company's adequate liquidity and
business model, which allows for certain predictability of credits
metrics, increased crushing capacity, sustained demand for ethanol
in the coming years and abundant availability of corn as feedstock.
Gross leverage was at 3.5x last twelve months ended September
2025.

Despite volatile spreads, Moody's expects FS to maintain adequate
credit metrics for the Ba3 rating level. While leverage could
increase during periods of weak spreads, Moody's expects the
company to generate positive free cash flow absent of expansion
investments.

FS rating incorporates the company's adequate leverage and
liquidity, and large scale among ethanol producers in Brazil (the
company is the second largest producer that uses corn as
feedstock). FS is a low-cost producer with favorable access to corn
feedstock and is located in a region with high demand for animal
feed, a co-product of the ethanol production process. The company
has a low carbon footprint, benefiting from the sustained growth in
demand for biofuels. Additionally, the company has a strong track
record of growing organically.

FS' rating is constrained by its high exposure to the dynamics of
the ethanol and corn markets; and the consequent susceptibility to
sharp price volatility, event risks, weather imbalances and global
trade flow, which can cause momentary leverage spikes, as observed
in the 2023-24 harvest. The exposure to corn prices is partially
offset by its animal nutrition business, given that the price of
dried distillers grains is directly correlated to that of corn and
soybean meal. Few mills and concentration in a single commodity in
a single region exacerbate FS' commodity risks.

Liquidity is adequate with BRL4.6 billion in cash and BRL0.9
billion in short-term debt, mainly working capital lines. Moody's
believes FS will maintain an active liability management to avoid a
concentration of maturities in the short-term.

RATING OUTLOOK

The negative outlook incorporates Moody's expectations that FS
expansion investments will lead to negative free cash flow
generation and pressure leverage in the near-term. The outlook
incorporates prudent shareholder distributions, which should not
jeopardize liquidity.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

FS' ratings are constrained by the concentration and single-line
commodity exposure of its business (corn ethanol and related
co-products). An upgrade would require further business
diversification that reduces geographic and commodity risk
exposure, coupled with a robust financial position, consistent
positive free cash flow, low leverage and adequate liquidity.
Quantitatively, an upgrade would require the following: Debt/EBITDA
below 3.0x; Retained cash flow (RCF)/Net Debt above 15%;
EBITDA/interest expense above 5.0x; all on a sustained basis.

A downgrade could result from a consistent increase in leverage or
a deterioration in liquidity. Large shareholder distributions or
the deployment of large investments that compromise short-term
credit metrics and liquidity could trigger a downgrade.
Quantitatively, a downgrade would require the following:
Debt/EBITDA above 4.0x; RCF/Net debt below 12.5%; EBITDA/interest
expense below 2.5x; all on a sustained basis.

FS is headquartered in Lucas do Rio Verde, Mato Grosso, Brazil. The
company produces ethanol from corn feedstock. It also
commercializes the co-products generated in the production process,
including dried distillers grains, wetcake, corn oil for livestock
feed, and electricity and steam. FS is a limited liability company
controlled by US-based Summit Agricultural Group (Summit) (with a
70.7% stake), and other shareholders (including Marino J. Ferraz,
Amerra Chapada LLC, Miguel V. Ribeiro, and Paulo S. Franz). In the
204-25 harvest, FS generated net revenue of BRL10.7 billion ($1.9
billion, converted using the average rate for the period), with a
Moody's-adjusted EBITDA margin of 28.3%.

The principal methodology used in this rating was Chemicals
published in October 2023.




=====================
N E T H E R L A N D S
=====================

ACR I BV: S&P Downgrades ICR to 'CCC', Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on ACR I B.V.
(AnQore) and the issue rating on its remaining EUR220 million
senior secured term loan and revolving credit facility (RCF) to
'CCC' from 'B-'.

S&P said, "The negative outlook reflects that we could further
lower the rating within the next 12 months if liquidity further
deteriorates, such that we'd see a covenant breach or inability of
the company to service its debt obligations, or in case
stakeholders discussions lead to a restructuring, which we would
view as distressed and possibly as a default.

"We subsequently withdrew our ratings on ACR I B.V. at the issuer's
request."

AnQore's liquidity sources are running low at around EUR35 million
as of year-end 2025. S&P said, "The company had fully drawn its
EUR54.9 million RCF. Given the cash balance of about EUR33.8
million as of Nov. 30, 2025, and the liquidity covenant, requiring
the company to maintain at least EUR25 million calculated as the
sum of cash on the balance sheet and the undrawn amount of the RCF,
we estimate the company's available liquidity sources to be around
EUR35 million. The company still has some unused factoring facility
of about EUR34.7 million. At the same time, we forecast the
company's free operating cash flow (FOCF) will remain negative and
consume cash in 2026. We forecast the company's liquidity coverage
will be very tight and could be in shortfall in the next 12 months
without any mitigating actions or market recovery, and that it
could potentially breach its covenant once the covenant softening
period ends in June 2026. Consequently, we now assess AnQore's
capital structure as unsustainable."

The company's cash flow is under sustained pressure. S&P said, "We
anticipate that the company's S&P Global Ratings-adjusted FOCF will
be negative in 2025 at aboutEUR35 million-EUR45 million. Further
revenue decline of 3% in the first 11 months of 2025 and
higher-than-anticipated working capital outflow largely drives down
the FOCF. We forecast revenue will improve by 1%-3% in 2026, on
more prolonged downturn conditions than we expected early 2025. The
underperformance was mostly due to lower-value-buyer volumes, as
market sentiment deteriorated due to U.S. tariffs and overcapacity
in the market. Considering that the market conditions remain
challenging for these reasons, we anticipate that the company's
revenue recovery in 2026 will be slow. We forecast S&P Global
Ratings-adjusted EBITDA will land at about EUR24 million as of
end-2025, and assume around EUR15 million-EUR20 million in 2026. We
note that capital expenditure (capex) reduced over 2025 to a
minimum level of EUR15 million-EUR20 million as the large growth
projects were largely completed in prior years. We expect working
capital outflow of about EUR15 million-EUR25 million in 2025, well
above our previous expectation of neutral, before normalization in
2026. As a result, we forecast the company's cash flow will remain
negative in 2026."

S&P said, "We believe there's an elevated risk of a restructuring
transaction between stakeholders, which we could view as distressed
and tantamount as a default in the next 12 months. While the
company's near-term liquidity remains dependent on market
developments, it currently appears sufficient to meet its
operational funding needs and mandatory debt-servicing costs over
the next six months. However, we expect the maximum leverage
covenant requiring 5.5x to resume at the end of the second quarter
of 2026, with very limited prospects of compliance. This indicates
that the company's capital structure is unsustainable and, in our
view, increases the risk it will undertake a restructuring. Any
amendments to the debt documentation that would result in lenders
receiving less than the original terms of the outstanding
instruments, without appropriate compensation, would likely by
viewed as a default under our criteria.

"At the time of withdrawal, the outlook was negative, reflecting
that we could lower the rating within the next 12 months if
liquidity further deteriorated such that we see a covenant breach
or inability of the company to service its debt obligations as
likely, or in case stakeholders discussions lead to a
restructuring, which we would view as distressed and possibly as a
default."

If S&P had not withdrawn the ratings, it could have lowered the
ratings under the following circumstances:

-- Liquidity deteriorates further and S&P views a default as
virtually certain, for example, if the company breaches its
maintenance leverage covenant;

-- Access to a liquidity vent such as disposals, working capital
release, or shareholder support, proves insufficient to cover
near-term funding needs;

-- The company undertakes a debt exchange, covenant reset, or
other restructuring transaction which, without appropriate
compensation S&P would view as distressed and tantamount to
default; or

-- The company misses a scheduled interest or principal payment.

Increasing risk of liquidity shortfall or covenant breach in the
next 12 months.

Rating upside was limited at the time of withdrawal, unless S&P saw
a strong market recovery and corresponding to an unforeseen
improvement in EBITDA, leverage, cash generation, and liquidity
profile, or if the company benefited from a significant shareholder
support to manage its liquidity needs and its debt structure.




===========
S E R B I A
===========

SERBIA: Fitch Affirms 'BB+' Foreign Currency IDR, Outlook Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Serbia's Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) at 'BB+' with a Positive
Outlook.

Serbia's ratings are supported by a sound policy mix, including
prudent fiscal management, strengthened international reserves and
high GDP per capita compared with 'BB' peers. Set against these
factors are a high share of foreign-currency-denominated public
debt, reflecting significant reliance on external funding, high
banking sector euroisation and large current account deficits
(CAD).

The Positive Outlook reflects the prospect of higher investment-led
economic growth, continued government debt reduction and a
strengthened external position. However, external and domestic
political uncertainties pose downside risks as seen in slower
economic growth and pressures on foreign-exchange (FX) reserves in
2025.

Key Rating Drivers

Growth Slowdown, Gradual Improvement: Real GDP growth of 2% in 2025
was significantly weaker than projected, reflecting lower FDI
inflows, high global and domestic political uncertainty and
sanctions on oil company, NIS. Fitch projects real GDP growth will
gradually pick up to 4.2% by 2027 through further implementation of
projects under the 'Leap into the Future 2027' plan, recovering
private sector investment, and robust household spending. Public
capex will remain high at about 6.5% of GDP in 2026-2027. Downside
risks to growth persist due to geopolitical and domestic political
uncertainty.

Domestic Political Uncertainty Eased: Student-led protests have
continued across Serbia since the infrastructure accident in Novi
Sad in November 2024, but largely eased over 2H25. Presidential
elections are due in spring 2027 and parliamentary elections by
end-2027, but recent statements by President Vucic suggest that
elections could take place earlier. The government remains
committed to a prudent macroeconomic and fiscal policy mix, but
domestic political considerations and the electoral cycle could
lead to additional fiscal easing.

Geopolitical Risks in Energy Sector: The government has finalised
the agreement to sell the Russian majority stake in oil company NIS
to the Hungarian MOL Group, after the US Treasury imposed sanctions
in October 2025. The sale remains subject to approval by the US
Treasury, which is expected before end-March 2026. The temporary
gas supply agreement with Russia has been extended until end-1Q26,
following the expiry of the previous long-term contract in May
2025. Near-term energy supply risks are mitigated by sizable
reserves, amid ongoing efforts to diversify gas imports.
Nonetheless, these highlight the vulnerability of Serbia's energy
sector to regional geopolitical tensions.

Moderate Fiscal Deficits: Fitch estimates the fiscal deficit
widened to 2.6% of GDP in 2025, below the peer median and
government target. Fitch expects the fiscal deficit to widen to 3%
in 2026-2027, in line with the 'BB' median, as Fitch anticipates
some pre-election fiscal easing but broad commitment to obeying the
3% deficit limit.

Public Debt to Stabilise: Fitch estimates general government
debt/GDP continued to fall to 44.6% in 2025, well below the 'BB'
and 'BBB' medians. This is lower than projected at Fitch's July
review and reflects a stronger drawdown of central government
deposits (estimated at 7.1% of GDP at end-2025). Fitch expects
public debt/GDP will stabilise at a lower level in 2026-2027,
reflecting stable nominal GDP growth and wider primary deficits
averaging 1.2% of GDP.

The government is heavily reliant on external financing, which
represents about 70% of the debt stock and explains the high 77%
share of foreign-currency debt, mainly the euro. Currency risk is
largely mitigated by a credible, stabilised exchange rate with the
euro.

Wider CAD, Lower FDI Inflows: Fitch expects the CAD will widen to
5.4% of GDP in 2026, reflecting an investment-led rise in imports,
before narrowing in 2027 as Expo 2027 boosts tourism inflows. Fitch
estimates net FDI fell below 3% of GDP in 2025 from an average of
6.1% in the prior decade, reflecting the finalisation of large
mining projects and increased uncertainty and expect a partial
recovery in 2026-2027.

Gross reserves have remained stable due to favourable valuation
effects that offset outflows related to episodes of increased
domestic FX demand. The rising import bill means that reserves
coverage of current external payments will decline to a projected
5.8 months in 2027, still above the projected 'BB' median of 5.1
months.

Inflation to Stay Within Target: Headline inflation dropped to
below 3% in September 2025, reflecting the introduction of
wholesale and retail profit margin caps on essential goods. Fitch
expects a gradual withdrawal of profit margin caps from March 2026,
and annual average inflation increasing to 3.9% in 2027. The
National Bank of Serbia has kept rates stable at 5.75% since
September 2024 and Fitch expects it to cautiously ease with 125bp
cumulative cuts by 2027.

ESG - Governance: Serbia has an ESG Relevance Score (RS) of '5' for
Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
These scores reflect the high weight that the World Bank Governance
Indicators (WBGI) have in Fitch's proprietary Sovereign Rating
Model. Serbia has a medium WBGI ranking at 44th percentile
reflecting a moderate level of rights for participation in the
political process, moderate institutional capacity and rule of law,
perception of corruption is high.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Macro: Weaker economic growth or macroeconomic instability, for
example, from prolonged domestic political uncertainty or
geopolitical risks.

- External Finances: A fall in FX reserves leading to pressure on
the stabilised currency regime.

- Public Finances: An increase in general government debt/GDP, for
example, due to a structural fiscal loosening or substantial capex
overruns.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Macro: Greater confidence that current domestic political
instability and geopolitical risks will not derail the growth
outlook or undermine macroeconomic stability.

- Structural: An improvement in governance, potentially
incorporating steps that would smooth EU accession prospects.

Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Serbia a score equivalent to a
rating of 'BBB-' on the LTFC IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LTFC IDR by applying its QO, relative to SRM
data and output, as follows:

- Structural: -1 notch, to reflect a high level of domestic
political uncertainty, despite recent easing of social protests,
and emergence of geopolitical risks.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

Debt Instruments: Key Rating Drivers

Senior Unsecured Debt Equalised: The senior unsecured long-term
debt ratings are equalised with the applicable Long-Term IDR, as
Fitch assumes recoveries will be 'average' when the sovereign's
Long-Term IDR is 'BB-' and above. No Recovery Ratings are assigned
at this rating level.

Country Ceiling

The Country Ceiling for Serbia is 'BBB-', one notch above the LTFC
IDR. This reflects moderate constraints and incentives, relative to
the IDR, against capital or exchange controls being imposed that
would prevent or significantly impede the private sector from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.

Fitch's Country Ceiling Model produced a starting point uplift of
zero notches above the IDR. Fitch's rating committee applied a
one-notch qualitative upward adjustment under the Long-Term
Institutional Characteristics pillar, reflecting the importance of
FDI to Serbia's open economy and the EU accession process.




=========
S P A I N
=========

HIPOCAT 11: Fitch Affirms 'Csf' Rating on Class D Notes
-------------------------------------------------------
Fitch Ratings has upgraded three tranches of Hipocat 9, FTA and one
tranche of Hipocat 11, FTA and affirmed the others. Fitch has also
affirmed Hipocat 10, FTA's notes.

RATING ACTIONS

Entity/Debt                  Rating            Prior  
-----------                  -----             -----

Hipocat 11, FTA

  Class A2 ES0345672010   LT  AA+sf   Affirmed  AA+sf

  Class B ES0345672036    LT  BBB-sf  Upgrade   BB+sf

  Class C ES0345672044    LT  CCsf    Affirmed  CCsf

  Class D ES0345672051    LT  Csf     Affirmed  Csf

Hipocat 9, FTA
  
  Class A2a ES0345721015  LT  AAAsf   Upgrade   AA+sf

  Class A2b ES0345721023  LT  AAAsf   Upgrade   AA+sf

  Class B ES0345721031    LT  AAAsf   Upgrade   AA+sf

  Class C ES0345721049    LT  AA+sf   Affirmed  AA+sf

Transaction Summary

The transactions are Spanish residential mortgage securitisations
serviced by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA,
A-/Stable/F1).

KEY RATING DRIVERS

Hipocat 9 PIR Mitigated: Fitch deems payment interruption risk
(PIR) for Hipocat 9 as mitigated up to the 'AAA' rating case in the
event of a servicer disruption. This reflects the stable cash
reserve projected to cover stressed senior fees, net swap payments
and senior notes interest due amounts for at least three months,
sufficient to implement an alternative arrangement. This supports
the upgrades of Hipocat 9's class A2a and A2b notes. For Hipocat 10
and 11, PIR is unmitigated due to depletion of the reserve funds.

CE Build-Up: Fitch views credit enhancement (CE) for the notes as
sufficient to fully compensate the credit and cash flow stresses
associated with the ratings. Fitch expects structural CE to
continue increasing, driven by the mandatory sequential
amortisation of the notes. However, the zero or negative CE
protection for all deals' most junior tranches as well as Hipocat
10 and 11's class C notes is a driving factor of their distressed
ratings.

No Further Drawdowns (Criteria Variation): Fitch's analysis of the
portfolios assumed that no further drawdowns on the mortgages up to
the permitted maximum limit will be granted, instead of full
application previously. This is due to the recent information
received from transaction parties indicating zero or residual
instances of further drawdowns granted to the securitised loans
since closing.

This constitutes a variation from Fitch's European RMBS Criteria,
which uses the higher between the total credit limit and the
current principal balance when estimating foreclosure frequency
(FF) and current loan to value (CLTV) rates. The impact of this
variation on the model-implied rating is more than six notches for
Hipocat 11's class B notes and it partly explains their upgrade to
'BBB-sf'.

Stable Asset Performance Outlook: The rating actions reflect the
transactions' broadly stable asset performance expectation, in line
with Fitch's neutral outlook for eurozone RMBS. The transactions
maintain a low share of loans in arrears over 90 days (at or below
0.7% of outstanding pool balance excluding defaults as of the
latest reporting dates), have ample seasoning of more than 20 years
and weighted average non-indexed CLTVs of under 40%.

When calibrating the portfolio FF rates, Fitch applies a
transaction adjustment of 1.5x to the three transactions to reflect
its general assessment of the pools based on their historical
performance data. The revised portfolio credit analysis is driven
by the criteria's minimum loss vector (e.g. 5% at AAAsf).

Deferred Interest and Outstanding PDL: There is outstanding
deferred interest on all transactions' junior notes that is not
expected to be repaid before legal maturity, in line with the
stressed nature of their ratings. For Hipocat 11, there is also a
material share of principal deficiency ledger (PDL) outstanding
(28% of the collateralised notes balance) and the reserve fund is
fully depleted. Consequently, Fitch has upgraded to a rating lower
than the model-implied rating. Fitch expects Hipocat 11's class B
notes deferred interest to be repaid before final maturity.

Counterparty Risk Constraints: Hipocat 9's class D notes' rating is
capped at the transaction account bank (TAB) provider deposit
rating (Societe Generale A-/Stable/F1, deposit rating A) as the
transaction's cash reserves held at this entity represent the only
source of structural CE for the notes and the sudden loss of these
funds would imply a model-implied downgrade of 10 or more notches
in accordance with Fitch's criteria.

Hipocat 10 and 11 continue to be exposed to PIR as their cash
reserve funds are fully depleted. Consequently, these transactions
have an elevated ESG Relevance Score for Transaction & Collateral
Structure due to unmitigated PIR that has a negative impact on the
credit profile and is highly relevant to the ratings.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Long-term asset performance deterioration, such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behavior, could lead to downgrades.

For Hipocat 9's class D notes, a downgrade of the TAB provider's
deposit rating as the notes are rated at their maximum achievable
rating due to excessive counterparty risk exposure.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Notes rated 'AAAsf' are at the highest level on Fitch's scale and
cannot be upgraded.

For Hipocat 11's class B notes, an increase in CE ratios as the
transaction deleverages to fully compensate for the credit losses,
cash flow stresses commensurate with higher ratings and for
outstanding PDL and deferred interest may result in upgrades.

For Hipocat 9's class D notes, an upgrade of the TAB provider's
deposit rating as the notes are rated at their maximum achievable
rating due to excessive counterparty exposure.

CRITERIA VARIATION

Fitch's analysis assumed that no further drawdowns on the mortgages
up to the permitted maximum limit will be granted, instead of full
application as Fitch did before. This is due to the recent
information received from transaction parties indicating zero or
residual instances of further drawdowns granted to the securitised
loans since the closing dates.

This constitutes a variation from the European RMBS Criteria, which
uses the higher between the total credit limit and the current
principal balance when estimating FF and CLTV rates. The impact of
this variation on the model-implied rating is more than six notches
for Hipocat 11's class B notes and it partly explains their upgrade
to 'BBB-sf'.




===========
T U R K E Y
===========

ALTERNATIFBANK AS: Moody's Rates New AT1 Capital Notes 'B3(hyb)'
----------------------------------------------------------------
Moody's Ratings has assigned a foreign currency B3 (hyb) rating to
Alternatifbank A.S.'s (Alternatifbank: long-term deposit ratings
Ba3 stable, Baseline Credit assessment (BCA) b3) perpetual,
non-cumulative Additional Tier 1 (AT1) capital notes expected to be
issued.

RATINGS RATIONALE

The notes are unsecured and perpetual, featuring a call option
after five years. They include a non-cumulative coupon suspension
mechanism and principal write-down if Common Equity Tier 1 (CET1)
ratio drops below 5.125%. The terms and conditions of the
certificates incorporate Basel III-compliant non-viability language
in accordance with Turkiye's Banking Regulation and Supervision
Agency.

The rating is subject to the receipt of final documentation, the
terms and conditions of which are not expected to change in any
material way from the draft documents that Moody's have reviewed.

The assigned B3 (hyb) rating reflects: (1) Alternatifbank's
Adjusted BCA of ba3, (2) Moody's standard notching guidance for
contractual non-viability preferred securities with optional
non-cumulative coupon suspension, resulting in a position that is
three notches below the operating bank's Adjusted BCA of ba3. This
positioning captures the high-loss severity in case the bank
reaches the point of non-viability, resulting in a one-notch
downward adjustment from the BCA; and two additional negative
notches due to the risk of coupon payment suspension and principal
write-down.

The certificates are perpetual and in liquidation, they rank senior
only to junior obligations, including ordinary shares. Coupons may
be skipped on a non-cumulative basis at Alternatifbank's
discretion, and on a mandatory basis provided there is
unavailability of distributable funds, breach of applicable
regulatory capital requirement, non-satisfaction of solvency
conditions and regulatory discretion. However, a dividend stopper
applies in case of interest cancellation.

The principal of the AT1 certificates will be written down
permanently if Alternatifbank's regulator determines, upon the
incurrence of a consolidated or non-consolidated loss, that the
bank has become, or it is probable it will become, non-viable
without a write-down or a public injection of capital. A
non-viability event occurs (1) should the bank's operating license
be revoked or (2) if the bank is to be transferred to the Turkish
Savings Deposit Insurance Fund. The principal write-down is either
partial or full.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

Upward pressure on Alternatifbank's BCA may emerge from (1) a
sustained recovery in core margins, improved cost efficiency and a
normalization in bottom-line profitability, (2) stronger core
capital buffers, (3) reduced balance-sheet concentrations and/or
(4) Turkiye's operating environment improves further with inflation
declining materially faster than expected.

Additionally, the bank's long-term bank deposit ratings may also be
upgraded if Turkiye's sovereign rating of Ba3 is upgraded.

Conversely, Alternatifbank's ratings could be downgraded if (1) the
bank's solvency weakens beyond Moody's expectations due to asset
quality pressures and limited improvement in profitability, (2) its
funding and liquidity profile deteriorate, demonstrated by higher
deposit concentrations or increased reliance on less-stable funds,
(3) the authorities revert to unorthodox policies, and/or (4)
Turkiye's sovereign rating of Ba3 is downgraded.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks published
in November 2025.

Alternatifbank's "Assigned BCA" score of b3 is three notches below
the "Financial Profile" score of ba3 to reflect the issuer's single
name concentrations, modest core capital buffers and weaker
profitability reflected in pressured albeit improving core margins
and earnings volatility.


TURKIYE: Fitch Affirms 'BB-' IDR & Alters Outlook to Positive
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on Turkiye's Long-Term
Foreign-Currency (LTFC) Issuer Default Rating (IDR) to Positive
from Stable and affirmed the IDR at 'BB-'.

The Outlook revision reflects a further reduction in external
vulnerabilities from a faster-than-expected rise in
foreign-exchange (FX) reserves since Fitch upgraded the rating in
September 2024, improved quality of reserves, fall in FX contingent
liabilities, continuation of fairly tight macroeconomic policies
and some reduction in the risk of marked policy loosening. The
ratings are supported by Turkiye's large and diversified economy,
low government debt and record of sustaining access to external
financing, but are constrained by its record of high inflation,
repeated periods of political interference in monetary policy and
unorthodox policy, recurrent external crises and weak governance.

Key Rating Drivers

The revision of the Outlook on Turkiye's 'BB-' IDRs reflects the
following key rating drivers and their relative weights:

HIGH

Stronger FX Reserves: Gross FX reserves rose to USD205 billion in
mid-January, from USD155 billion at end-2024. Net reserves
excluding swaps recovered more strongly, to USD78 billion, from a
low of minus USD66 billion in March 2024, as the unwinding of swaps
with local banks from 1H24 improved the quality of reserves. This
was initially driven by lower dollarisation and capital inflows,
and, in 2025, by higher gold prices.

External Buffer Broadly Preserved: Fitch said, "We project gross
reserves end 2027 at 4.4 months of current external payments, down
from 4.6 at end-2024 and below the 'BB' median of 5.1 months. This
stability reflects moderate capital inflows largely financing a
widening of the current account deficit, to 2.4% of GDP in 2027
from 1.4% in 2025, due to stronger domestic demand and the lagged
impact of real effective exchange-rate appreciation."

De-Dollarisation Since 2023 Maintained: The share of FC and
FX-protected deposits declined slightly in 2025 to 39% of total
deposits, having fallen sharply from 73% in mid-2023, and the
FX-protected deposit scheme was successfully wound down. Fitch
said, "We anticipate the authorities will continue to intervene to
support steady nominal lira depreciation and employ
macro-prudential tools to contain dollarisation risks that will
become more challenging closer to the elections. We assume the
elections will be held before the schedule for May 2028."

Improving External Financing Position: Turkiye's external debt
(including trade credits) maturing over the next 12 months totals
USD224 billion, still high relative to its FX reserves. However,
Fitch projects external liquidity, measured by the ratio of the
country's liquid external assets to its short-term external
liabilities, improves to near 100% in 2027, from 80% at end-2024,
albeit still weaker than the current 'BB' median of 136%. Risks are
mitigated by the record of sustaining sovereign and private sector
access to external finance through periods of stress, the latter
helped by Turkiye's resilient banking sector.

More Durable Policy Settings: Fitch projects monetary policy
remains relatively tight at end-2026, with a real policy interest
rate of 4.5%, before loosening to 2% at end-2027. Fitch assumes
stimulus ahead of elections that includes higher fiscal transfers,
minimum wage hikes, and easing of credit caps, but not a return to
ultra-loose, highly unorthodox policy as seen in 2022/2023.
However, there are sizeable policy downside risks, given weaknesses
in Turkiye's monetary policy framework, including a lack of
independence, in Fitch's view.

MEDIUM

Improved Fiscal Performance: The general government deficit
narrowed by near 2pp in 2025, to an estimated 2.9% of GDP,
outperforming expectations, while minimum wage and administered
price rises were contained, supporting disinflation. Fitch projects
the deficit will rise to 4% of GDP in 2027, but that general
government debt/GDP will be broadly stable, ending-2027 at near 25%
of GDP, around half the 'BB' median. The share of FC-denominated
central government debt fell further to 53% at end-2025, from 64%
at end-2023.

Turkiye's 'BB-' ratings also reflect the following key rating
drivers:

Elevated Inflation, Resilient Growth: Fitch said, "We forecast
inflation, which has fallen to 31% from 75% in May 2024, ends 2027
at 19.5%, still well above target and the highest of any sovereign
we rate. More sticky services inflation contributes to higher,
albeit falling, inflation expectations. Alongside volatile market
sentiment, high inflation expectations mean that any reversal of
settings towards markedly looser policy could quickly lead to
severe worsening of inflationary, macro and external pressures. We
project GDP growth slows 0.3pp in 2026 to 3.5%, picking up to 4.2%
in 2027, slightly above Fitch's assessment of Turkiye's potential
growth rate."

Political Risks, Weak Governance: Fitch said, "We consider the
potential for domestic political events triggering market
volatility on the scale that followed March's jailing of Istanbul
mayor Ekrem Imamoglu has declined but sizeable risks remain ahead
of the next election. Turkiye's World Bank Governance Indicator
percentile ranking has continued to trend down to 31, well below
the 'BB' median of 44."

Easing Geopolitical Risk: Ongoing efforts towards Kurdish
reconciliation, despite recent setbacks, should reduce security
risks and support improved US relations. This could also open a
path to an agreement with the main Kurdish party, DEM, to help
secure the 360 parliamentary seats needed for President Erdogan to
contest an early election. Nevertheless, the volatile regional
security environment continues to pose geopolitical challenges.

ESG - Governance: Turkiye has an ESG Relevance Score (RS) of '5'
for Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
These scores reflect the high weight that the World Bank Governance
Indicators (WBGI) have in Fitch's proprietary Sovereign Rating
Model (SRM). Turkiye has a low WBGI ranking at the 31st percentile,
reflecting a moderate level of rights for participation in the
political process, moderate but deteriorating institutional
capacity due to increased centralisation of power in the office of
the president and weakened checks and balances, uneven application
of the rule of law and a moderate level of corruption.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Macro: Increased risk of renewed inflationary, balance-of-payment
and macro-financial pressures, for example, from a destabilising
policy easing cycle or return to a more unconventional policy mix

- External: A sizeable decline in international reserves or a
significant deterioration in the composition of reserves, for
example due to a markedly wider current account deficit, reduced
market confidence and/or a sharp rise in deposit dollarisation

- Structural: Deterioration of the domestic political or security
situation or international relations that affects the economy and
external finances

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Macro: Greater confidence in the maintenance of policy settings
consistent with a sustained decline in inflation that reduces the
gap with rating peers, and a reduction in macro and
balance-of-payment risks

- External: Significant further strengthening of the sovereign's
external buffers, especially if combined with a sustained reduction
in external financing requirements

- Structural: Lower risk of a domestic political shock negatively
affecting social stability and investor confidence, or measures
that support an improved outlook for governance and institutional
strength

Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Turkiye a score equivalent to a
rating of 'BB' on the LTFC IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
score to arrive at the final LTFC IDR by applying its QO, relative
to SRM data and output, as follows:

Macro: -1 notch, to reflect weak monetary policy relative to 'BB'
peers due to a track record of political interference and inflation
volatility, and still-elevated inflation expectations, that risk
reigniting macro financial and balance of payments pressures in the
event of policy mistakes or reversal.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

Debt Instruments: Key Rating Drivers

Senior Unsecured Debt Equalised: The senior unsecured long-term
debt ratings are equalised with the applicable Long-Term IDR, as
Fitch assumes recoveries will be 'average' when the sovereign's
Long-Term IDR is 'BB-' and above. No Recovery Ratings are assigned
at this rating level.

The senior unsecured short-term debt ratings are equalised with the
applicable Short-Term IDR.

Country Ceiling

The Country Ceiling for Turkiye is 'BB-', in line with the LTFC
IDR. This reflects no material constraints and incentives, relative
to the IDR, against capital or exchange controls being imposed that
would prevent or significantly impede the private sector from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.

Fitch's Country Ceiling Model produced a starting point uplift of
'0' notches above the IDR. Fitch's rating committee did not apply a
qualitative adjustment to the model result.

RATING ACTIONS

    Entity / Debt                        Rating          Prior
    -------------                        ------          -----  

Turkiye

                          LT IDR           BB-  Affirmed   BB-

                          ST IDR           B    Affirmed   B

                          LC LT IDR        BB-  Affirmed   BB-

                          LC ST IDR        B    Affirmed   B

                          Country Ceiling  BB-  Affirmed   BB-

  senior unsecured        LT               BB-  Affirmed   BB-

  Senior Unsecured-Local
  currency                LT               BB-  Affirmed   BB-

Hazine Mustesarligi Varlik
Kiralama Anonim Sirketi
  
   senior unsecured       LT               BB-  Affirmed   BB-




=============
U K R A I N E
=============

UKRAINIAN RAILWAYS: Fitch Cuts Rating to RD on Coupon Non-Payment
-----------------------------------------------------------------
Fitch Ratings has downgraded JSC Ukrainian Railways' (UR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) to
'Restricted Default' (RD) from 'C'. The downgrade reflects UR's
uncured coupon non-payment on 2026 loan participation notes (LPN)
within the contractual grace period of five business days following
the missed coupon payment due on January 9, 2026.

Fitch has also downgraded the long-term rating of the senior
unsecured USD703.2 million 8.250% LPNs due 2026 to 'D' from 'C'.
The LPNs are issued by UR's wholly owned UK-based special-purpose
vehicle, Rail Capital Markets Plc. The coupon non-payment was on
this issue.

Key Rating Drivers

Default on LPNs: The downgrade of UR's IDRs to 'RD' from 'C'
follows the expiration of the five-day grace period for the 2026
LPNs coupon payment due on 9 January. Fitch considers an actual
failure to pay interest or principal when due and payable according
to the terms and conditions of the rated obligation, including any
applicable grace period, as a default (denoted by an 'RD' or 'D'
rating).

The company is still within the grace period for the coupon payment
due 15 January on the USD 351.9 million 7.875% LPNs due 15 July
2028 (2028 LPNs), which Fitch rates at 'C'. The grace period
elapses on 22 January. If the company does not cure the non-payment
by this date (it has officially stated that it does not intend to),
Fitch will downgrade them to 'D'.

LPNs Approaching Maturity; Restructuring Expected: UR has USD703.2
million LPNs maturing in July 2026. Fitch believes the company's
liquidity will be insufficient to repay the notes, as the only
available financing is from international financial institutions
and dedicated entirely to crucial capex. The company has signalled
its intention to engage with 2026 and 2028 LPN holders to pursue a
broader debt restructuring in hiring financial and legal advisors.
To date, Fitch does not have any information regarding the
potential conditions and timeline of the LPNs restructuring.

UR has close links to the Ukrainian government, which are
underscored by the latter remaining in the lower speculative grade
of 'CCC' indicating substantial credit risk as per Fitch's Ratings
Definitions. The sovereign's weakened finances may weigh on UR's
debt policy, and willingness and ability to service and repay debt,
especially its US dollar LPNs, which comprise a large portion of
UR's debt stock.

Issuer Profile

UR is the national integrated railway company with a natural
monopoly in a rail sector in Ukraine. It is the largest employer in
the country and plays a vital role in Ukraine's economy and labour
market.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

UR's initiation of a bankruptcy protection procedure would result
in a downgrade to 'D'.

Failure to cure the non-payment of the coupon on 2028 LPNs within
the grace period will result in their downgrade to 'D'.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Fitch will reassess the IDRs once UR completes the LPNs
restructuring process and returns to timely debt servicing.

RATING ACTIONS

  Entity / Debt                      Rating              Prior  
  -------------                      ------              -----

Rail Capital Markets Plc

  senior unsecured         LT           D       Downgrade  C

JSC Ukrainian Railways

                           LT IDR       RD      Downgrade  C

                           ST IDR       RD      Downgrade  C

                           LC LT IDR    RD      Downgrade  C

                           Natl LT      RD(ukr) Downgrade  C(ukr)




===========================
U N I T E D   K I N G D O M
===========================

APCOA HOLDING: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to APCOA Holding Ltd., the new U.K.-based parent of APCOA GmbH.
S&P's existing 'B' long-term issuer credit rating on APCOA GmbH is
unaffected. S&P also assigned its 'B' issue level and '3' recovery
rating (rounded estimate: 50%) to the proposed EUR435 million
senior secured notes due 2031 issued by APCOA GmbH.

The stable outlook indicates that S&P expects APCOA will deliver
strong revenue growth of about 5% in 2026 and 2027 and achieve
EBITDA margins of 28%-29% from new business, higher volumes,
pricing initiatives, and cost savings. This will drive a reduction
in leverage, absent material debt-funded acquisitions or
shareholder returns, and increasing FOCF.

APCOA GmbH, wholly owned subsidiary of U.K-based smart mobility and
parking services provider APCOA Holding Ltd., is raising EUR435
million of new floating-rate notes due April 2031 to refinance its
existing EUR385 million senior secured debt due April 2031 with an
expected lower coupon, and fund shareholder dividends of about
EUR50 million. The transaction is largely credit neutral for the
group.

Despite slightly slower-than-expected deleveraging, the credit
metrics remain commensurate with our expectations for the rating,
with S&P Global Ratings-adjusted debt to EBITDA expected to be
slightly below 6.5x in 2025-2026, and funds from operations (FFO)
to debt of 9.0%-9.5%. S&P said, "We also forecast increasing S&P
Global Ratings-adjusted free operating cash flow (FOCF) to about
EUR140 million in 2026, after a dip to EUR89 million in 2025,
underpinned by revenue growth and margin expansion as the company
benefits from pricing and cost initiatives, although we anticipate
that FOCF after leases will remain negative to breakeven in both
years."

Despite somewhat slower-than-expected deleveraging, rating headroom
remains comfortable. APCOA GmbH is raising EUR435 million of new
notes due 2031 to refinance its existing EUR385 million senior
secured debt due 2031 with an expected lower coupon and pay
shareholder dividends of about EUR50 million. This follows
debt-funded dividends of about EUR125 million in July 2025. The
decision was based on management's confidence from the strong
performance reported in 2025 and favorable market conditions. In
addition, the company does not plan to make material acquisitions
in the near term. S&P said, "Despite increased debt, we expect cash
interest to remain stable because we expect favorable pricing for
the proposed new debt. We also expect credit metrics to remain
largely commensurate with the current 'B' rating, with S&P Global
Ratings-adjusted debt to EBITDA slightly below 6.5x in 2025-2026
and FFO to debt of 9.0%-9.5%, although constrained by the financial
sponsor's leverage tolerance and still-weak cash flow after
leases."

S&P said, "We expect APCOA to achieve solid organic growth of 5%
and deliver S&P Global Ratings-adjusted EBITDA margins of 28%-29%.
APCOA delivered revenue growth of 7% in the first nine months of
2025. We forecast APCOA will report about EUR1 billion of sales for
2025. Thereafter, we expect organic growth of about 5% continued
improvement in Germany, Austria, and Switzerland, and in the
Nordics, along with existing strength in the U.K. and Ireland. New
business wins, pricing initiatives, and volume growth continue to
support operating performance. FOCF after lease payments is
expected to remain negative in 2025 at about EUR47 million, owing
to expansionary capital expenditure (capex) and one-off working
capital swings. Thereafter, we expect it to almost break even in
2026, and turn positive in following years. Capex is expected to be
around 4.5% of sales in 2025 and is expected to normalize to about
3.7% of sales from 2026, of which about EUR10 million is related to
maintenance and the rest to growth. Much of capex is driven by new
business contracts, digitalization, and additional investments
relating to technology and electric vehicle charging infrastructure
as well as the Virtual Car parking.

"The stable outlook indicates that we expect APCOA will deliver
solid revenue growth of about 5% in 2026 and 2027 along with
margins of about 28%-29% from new business, higher volumes, pricing
initiatives, lesser one-off costs, and other cost efficiencies."
This will drive a reduction in leverage, absent material
debt-funded acquisitions or shareholder returns, and increasing
FOCF.

S&P could lower the rating if the company's operating performance
deteriorates due to competitive pressures or volume declines, with
cost-saving initiatives not mitigating the deterioration, or if
APCOA adopts a more-aggressive financial policy with material
debt-funded acquisitions or shareholder returns, such that:

-- S&P Global Ratings-adjusted FOCF turns negative for a sustained
period;

-- The liquidity position tightens, and covenant headroom reduces;
or

-- The company's leverage deteriorates significantly.

S&P could consider an upgrade if the company strengthens its
revenue and EBITDA margins such that leverage is sustained at about
6.5x or below, FFO to debt approaches 10%, the company generates
comfortably positive FOCF after leases, and we believe the company
and shareholders' financial policy will support those credit
metrics over time.


BEAUFORD VICTORIA: FRP Advisory Appointed as Administrators
-----------------------------------------------------------
Beauford Victoria Ltd was placed into administration in the High
Court of Justice, Business and Property Courts in Birmingham, under
Court Number CR-2026-000029.  Arvindar Jit Singh and Rajnesh Mittal
of FRP Advisory Trading Limited were appointed as administrators on
January 19, 2026.

The company is involved in the development of building projects and
other letting and operating of own or leased real estate.

The company's registered office is c/o FRP Advisory Trading Ltd,
2nd Floor, 120 Colmore Row, Birmingham, B3 3BD.

The company's principal trading address: 24–26 Victoria Street
and 1 Cleveland Street, Wolverhampton, WV1 3PW.

The administrators can be reached at:

    Arvindar Jit Singh  
    FRP Advisory Trading Limited  
    2nd Floor, 120 Colmore Row  
    Birmingham B3 3BD  

For further details, contact:

    Ethan Yates  
    Email: cp.birmingham@frpadvisory.com  
    Tel: 0121 710 1680


EG GROUP: S&P Rates Unit's New Euro-Denominated Term Loan B 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to the proposed euro-denominated term loan B (TLB)
issued by EG Finco Ltd. and the proposed dollar-denominated TLB
issued by EG America LLC, both of which are subsidiaries of
convenience and fuel retailer EG Group Ltd. The proposed first-lien
senior secured facilities will have a five-year maturity, with a
91-day springing maturity relative to EG Group's existing senior
secured notes due 2028. At the same time, EG Group will refinance
its existing revolving credit facility (RCF) with a new $1.285
billion RCF due 2030 (not rated). The company expects to use
proceeds from the planned amend and extend to repay its existing
euro- and dollar-denominated term loan facilities maturing in
2028.

S&P said, "Our 'B' issue-level rating and '3' recovery rating on EG
Group's existing senior secured facilities are unchanged. The '3'
recovery rating indicates our expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery for lenders in the event of a
default. We updated our recovery analysis to reflect the company's
higher debt levels in our simulated default scenario from the
upsized revolver. Our updated recovery analysis also reflects EG
Group's sale of its Italian and Australian operations. These
factors led to us revise our rounded recovery estimate for the
senior secured lenders to 50% from 60%.

"Our existing ratings on EG Group, including our 'B' issuer credit
rating and stable outlook, are unchanged. While focusing on
reducing debt, we anticipate the company's leverage will remain
elevated, with sustained S&P Global Ratings-adjusted leverage
materially above 8x over the next 12 months. Our adjusted credit
metrics continue to incorporate the company's approximately $3
billion of noncash-paying controlling shareholder financing and
accrued interest that we treat as debt. EG Group has made progress
in deleveraging through asset sales in recent years and continues
to dispose of noncore assets, such as with the recently completed
sale of its Italian operations and pending sale of its Australian
business. We expect the company will continue to prioritize
deleveraging while also focusing on improving its operations,
including by investing in its grocery, merchandise, and food
service businesses in its core U.S. and European markets."

Issue Ratings--Recovery Analysis

Key analytical factors

-- The company's capital structure (pro forma for the proposed
transaction) comprises a $1.285 million cash flow revolver due 2030
(not rated), the euro-denominated TLB maturing 2031, a dollar-based
TLB due 2031, EUR468 million of secured notes due 2028, $1,100
million of secured notes maturing 2028, and $500 million of secured
notes due 2028.

-- The senior secured facilities and notes rank pari passu, share
pledges, and are secured by material real assets.

-- In S&P's hypothetical default scenario, it assumes a
significant deterioration in EG Group's fuel margins and a failure
to renew contracts on key sites, as well as impaired relationships
with the oil majors, retailers, and food brand partners. The
situation would be exacerbated by an economic downturn and a
significant drop in fuel demand and customer traffic.

-- S&P assumes the company defaults in 2028 because of an
inability to refinance its senior notes while also noting the
proposed term loan facilities have a springing maturity 91 days
prior to the 2028 note maturities.

-- S&P's recovery analysis also includes the estimated impact from
debt guarantees related to the U.S. sale and leaseback transaction
with Realty Income, which it views as having priority over the
senior secured lenders. Realty Income took on $1.2 billion of term
loans due 2030 to acquire 414 U.S. sites from EG. The loans are
guaranteed by EG America LCC, EG Group Ltd., and Cumberland Farms
Inc.

-- S&P said, "We continue to value EG as a going concern, given
its large and mixed portfolio of high-traffic locations and its
extensive network across major fuel markets, particularly in the
U.S. and Western Europe. We have arrived at the total value for EG
in a recovery scenario using an EBITDA multiple approach."

-- S&P said, "Therefore, we value EG Group using a 6x EBITDA
multiple of our projected emergence EBITDA, which is greater than
the average multiple we use for peers because of its substantial
share of owned assets and the group's large scale."

Simulated default assumptions

-- Simulated year of default: 2028

-- EBITDA at emergence: $741 million

-- Implied enterprise value (EV) multiple: 6x

-- Estimated gross EV at emergence: $4.4 billion

-- Assume an 85% draw on the revolving credit facility at the time
of default

Simplified waterfall

-- Estimated net value available to creditors (after 5%
administrative costs): $4.2 billion

-- Priority claims: $546 million

-- Estimated net value available to secured debt: $3.7 billion

-- Estimated senior secured debt claims: $6.7 billion

    --Senior secured recovery expectations: 50%-70% (rounded
estimate: 50%)

Note: All debt amounts include six months of prepetition interest
accrued.


INSPIRED EDUCATION: S&P Assigns 'B' Rating on Proposed Term Loan B
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue ratings to the proposed
term loan B (TLB) facilities due in 2031 comprising a $500 million
tranche to be issued by Inspired Education US Holdings Inc. and a
EUR1.87 billion tranche to be issued by Inspired Finco Holdings.
The term loans are rated in line with the ratings on the group's
parent, Inspired Education Holdings Ltd. (B/Stable/--). The '3'
recovery ratings on the debt facilities indicate its expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 60%) for
debtholders in the event of a default. The issue and recovery
ratings are subject to its review of the final documentation.

The Inspired group intends to use proceeds to repay about EUR125
million of its existing term loans and EUR70 million drawings on
the revolving credit facility (RCF), and fund acquisitions of
schools and other strategic growth investments, including
greenfield projects. The company also intends to extend the
maturity of its EUR145 million RCF to May 2029 and amend terms of
its euro-denominated term loans. Following the transaction, the
group's capital structure will comprise EUR2.3 billion-equivalent
term loans maturing in February 2031. All term loan tranches will
be senior secured and rank pari passu in a default scenario.

S&P said, "The transaction will increase the group's S&P Global
Ratings-adjusted debt-to-EBITDA above our previous expectation,
resulting in a delay in deleveraging. We forecast leverage of about
7x by fiscal year-end 2026 (ending Aug. 31, 2026) and declining to
6.5x only by fiscal 2028, supported by EBITDA contributions from
the acquired schools and return on growth investments. We forecast
free operating cash flow (after leases) to remain negative as the
company continues investing in growth.

"We understand the financial policy is broadly unchanged and expect
liquidity will remain adequate throughout our forecast period,
underpinned by cash balances of about EUR300 million pro forma the
transaction and a fully undrawn EUR145 million RCF, which is
expected to be extended to May 2029.

"Overall, the underlying performance across all regions remains
resilient, mitigating the softness in the U.K. related to students
transferring abroad. We also expect profitability margins to
improve as the company ramps up the returns on its growth
investments."

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P rates the proposed $500 million U.S.-dollar-denominated and
EUR1.87 billion euro-denominated TLB, both maturing in 2031, 'B'.
The recovery rating is '3', indicating on meaningful recovery
prospects (50%-70%; rounded estimate: 60%) in a default scenario.

-- In S&P's hypothetical default scenario, it assumes a
significant deterioration in the private school sector due to
overcapacity from increased competition and a significant weakening
of foreign exchange rates constraining demand in key emerging
markets.

-- Inspired holds freehold ownership of some of its schools,
although these properties are not directly provided as security for
the credit facility.

-- S&P values the group as a going concern, given its growing
network of over 125 schools in 30 countries, expansion through
acquisitions and greenfield projects, a track record of integrating
these acquisitions, and good profitability within the private
education sector.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: U.K.

Simplified waterfall

-- EBITDA at emergence: EUR248 million

-- Implied enterprise value multiple: 6.5x (a higher multiple than
the standard for the business and consumer services sector due to
relative revenue visibility and a good brand name)

-- Gross enterprise value at default: EUR1.62 billion

-- Net recovery value after administrative expenses (5%) and
priority claims: EUR1.54 billion

-- Priority claims: About EUR65 million

-- Estimated first-lien claims: EUR2.37 billion

    --Recovery expectations: 50%-70% (rounded estimate: 60%)

     --Recovery rating: 3

All debt amounts include six months' prepetition interest. The RCF
is assumed 85% drawn on the path to default.


LESS TAX: Arafino Advisory Appointed as Administrators
------------------------------------------------------
Less Tax For Landlords Limited was placed into administration in
the High Court of Justice, Business and Property Courts of England
and Wales, under Court Number CR-2026-000345 of 2026.  Simon Bonney
and James Varney of Arafino Advisory Limited were appointed as
Joint Administrators on January 19, 2026.

The company provides tax-related services for landlords.

The company's registered office is c/o Arafino Advisory Limited, 25
Southampton Buildings, London, WC2A 1AL.

The company's principal address is at 4 Bream's Buildings, London,
EC4A 1HP.

The joint administrators can be reached at:

   Simon Bonney  
   James Varney
   Arafino Advisory Limited  
   Central Court  
   25 Southampton Buildings  
   London WC2A 1AL  

For futher details, contact:

   Archie Edmonds  
   Email: archie.edmonds@arafino.com  


MEADOWHALL FINANCE: Fitch Hikes Rating on Class M1 Notes to 'B-sf'
------------------------------------------------------------------
Fitch Ratings has upgraded Meadowhall Finance PLC's class A, B and
M1 notes, and affirmed the class C1 notes.

RATING ACTIONS

  Entity / Debt                Rating            Prior  
  -------------                ------            -----

Meadowhall Finance PLC

Class A1 Tap Issue
XS0278325476              LT   AA-sf   Upgrade   A+sf

Class A2 Floating Notes
Tap Issue XS0278327415    LT   AA-sf   Upgrade   A+sf

Class B Tap Issue
XS0278326441              LT   A-sf    Upgrade   BBB+sf

Class C1 Floating Rate
Tap Issue XS0278329890    LT   CCCsf   Affirmed  CCCsf

Class M1 Floating Notes
XS0278328496              LT   B-sf    Upgrade   CCCsf

Transaction Summary

The transaction is a 2006 securitisation of a loan backed by the
Meadowhall Shopping Centre, a dominant regional mall located near
Sheffield owned by Norges Bank Investment Management, having
acquired a 50% stake held by The British Land Company PLC in May
2024. The long-dated loan financing is tranched into four series
(two undrawn), with a combination of bullets and scheduled
amortisation arranged non-sequentially and mirrored by the CMBS.

Fitch has assumed the (unissued) class M1 and C1 notes are in issue
only for its own rating analysis. By assuming that the
corresponding financing is undrawn in the rating cases associated
with the class A and B notes, Fitch's analysis calibrates projected
drawdowns of the liquidity facility according to the differing cash
flow scenarios assumed. Issuing the class M1 and C1 notes is
subject to rating confirmation of all the notes.

KEY RATING DRIVERS

Stable Asset Performance: Meadowhall's operating performance has
gradually improved since the end of the pandemic, based on
footfall, sales volumes and occupancy. In the last 12 months,
performance has been broadly stable, with annual passing rent at
GBP60.6 million at end-September 2025. This captures the effect of
several units being under rent-free periods at that date,
reflecting new or renewed lease agreements. At 97.1%, the centre is
practically at full occupancy given the need to accommodate churn.

Continued Amortisation Reduces Leverage: During the trailing 12
months to September 2025, the reported loan-to-value (LTV;
reflecting only drawn-down debt) fell to 47.1% from 57.0%, partly
driven by the GBP35.4 million amortisation of the class A and B
notes. Cash currently trapped (reported GBP40.7 million as of
January 2026) will be released if the reported LTV falls below 50%
(at the time of covenant testing) and net debt service coverage is
above 120% for two consecutive quarters. Consequently, the LTV is
likely to migrate to 50% imminently. Nevertheless, the progressive
effect of amortisation reduces reliance on the liquidity facility
for debt service, including class A principal repayment, and
largely explains the upgrades.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Increases in retail property yields, which reduce collateral value,
could result in negative rating action.

The change in model output that would apply with cap rate
assumptions 1pp higher produces the following ratings:

'A+sf' / 'BBBsf' / 'CCCsf' / 'CCCsf'

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Increases in collateral value driven by falling retail property
yields could result in positive rating action.

The change in model output that would apply with cap rate
assumptions 1pp lower produces the following ratings:

'AA-sf' / 'AAsf' / 'BB+sf' / 'B+sf'

KEY PROPERTY ASSUMPTIONS

Estimated rental value: GBP65 million

Non-recoverable operating expense: GBP16.3 million

Depreciation: 7.5%, reflecting strong green credentials

'Bsf' cap rate: 7.75%

'Bsf' structural vacancy: 14%

'Bsf' rental value decline: 2%

'BBsf' cap rate: 7.88%

'BBsf' structural vacancy: 15%

'BBsf' rental value decline: 4%

'BBBsf' cap rate: 8.01%

'BBBsf' structural vacancy: 17%

'BBBsf' rental value decline: 6%

'Asf' cap rate: 8.14%

'Asf' structural vacancy: 18%

'Asf' rental value decline: 12.6%

'AAsf' cap rate: 8.53%

'AAsf' structural vacancy: 19.0%

'AAsf' rental value decline: 20.3%


POLARIS 2026-1: S&P Assigns Prelim. 'CCC' Rating on Cl. X2 Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Polaris
2026-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd,
X1-Dfrd, and X2-Dfrd notes. At closing, the issuer will also issue
unrated RC1 and RC2 residual certificates.

The originator, UK Mortgage Lending Ltd., began lending in 2015 and
operates as a specialist buy-to-let and owner-occupied mortgage
lender. This is the 12th Polaris transaction that we have rated.
The historical performance of the lender's mortgage book has proven
relatively strong to date, with total arrears generally below 6.0%
for owner-occupied mortgages. Total arrears have trended below our
U.K. nonconforming index for post-2014 originations

The servicer, Pepper (UK) Ltd., is an established and leading U.K.
servicer. S&P believes its team is experienced, and it has already
serviced several transactions that it has rated. Since Pepper (UK)
also provides third-party servicing, it has well-established and
fully integrated servicing systems and policies.

The capital structure's application of principal proceeds is fully
sequential. Credit enhancement can therefore accumulate for the
rated notes, enabling the capital structure to withstand
performance shocks. The pool has a low current indexed
loan-to-value (LTV) ratio of 67.79%, which is less likely to incur
loss severities if the borrower defaults.

The liquidity reserve fund will be unfunded at closing and is
expected to accumulate using available principal receipts until it
reaches the higher of 1% of the class A or B-Dfrd notes'
outstanding balances. As a result, the class A notes will remain
exposed to liquidity risk until the reserve is fully funded. S&P
said, "We considered this in our cash flow analysis, and we noted
the liquidity coverage available to each class in our rating
considerations. In our stressed cash flow modelling, the liquidity
reserve fund is fully funded shortly after closing."

The transaction includes a prefunded amount of up to 30%, where the
issuer can purchase loans until the first interest payment date.
The addition of these loans could adversely affect the pool's
credit quality. Portfolio limitations mitigate this risk. Product
switches are permitted, subject to certain conditions being met.
S&P performed additional sensitivities that capture the risk of
margin deterioration, and the assigned ratings reflect the results
of these sensitivities.

Of the loans in the pool, 8.78% relates to shared ownership
mortgages, and this exposure is higher than in Polaris 2025-3 PLC
(7.52%). S&P considered this risk in its analysis.

The issuer is an English special-purpose entity, which S&P expects
to be bankruptcy remote, subject to its review of the relevant
transaction documents and legal opinions.

The issuer is exposed to HSBC Bank as the transaction account
provider, Barclays Bank PLC as the collection account provider, and
Lloyds Bank Corporate Markets PLC as swap counterparty. The
documented replacement mechanisms are consistent with our
counterparty criteria.

  Preliminary ratings

                 Prelim.    Prelim.
  Class          rating     class size (%)

  A               AAA (sf)    86.65
  B-Dfrd*         AA (sf)      5.35
  C-Dfrd*         A- (sf)      4.40
  D-Dfrd*         BBB- (sf)    1.80
  E-Dfrd*         BB- (sf)     1.20
  F-Dfrd*         B- (sf)      0.60
  X1-Dfrd*        B- (sf)      2.50
  X2-Dfrd*        CCC (sf)     1.50
  RC1 Residual
  Certificates    NR            N/A
  RC2 Residual
  Certificates    NR            N/A

*S&P's preliminary rating on this class considers the potential
deferral of interest payments.
NR--Not rated.
N/A--Not applicable.


SEEDLINGS PRE-SCHOOL: Lameys Appointed as Administrators
--------------------------------------------------------
Seedlings Pre-School Limited was placed into administration in the
High Court of Justice, Business and Property Courts of England and
Wales, under Court Number CR-2026-12.  Michelle Anne Weir of Lameys
was appointed as administrator on January 21, 2026.

The company provides pre-primary education.

The company's registered office and principal trading address is at
40 Hooe Road, Plymouth, PL9 9RG.

The administrator can be reached at:

   Michelle Anne Weir  
   Lameys  
   One Courtenay Park  
   Newton Abbot  
   Devon TQ12 2HD  

For further details, contact:

   Sophie Fay  
   Email: sfay@lameys.co.uk  
   Tel: 01626 366117


SERT GROUP: KR8 Advisory Appointed as Administrators
----------------------------------------------------
Sert Group Limited was placed into administration in the High Court
of Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), under Court Number
CR-2026-000350.  Matthew Mills and James Saunders of KR8 Advisory
Limited were appointed as administrators on January 20, 2026.

The company operates in activities of holding companies.

The company's registered office and principal trading address is at
3500 Parkway, Whitely, Fareham, Hampshire, PO15 7AL (in the process
of being changed to c/o KR8 Advisory Limited, 7th Floor, St
Andrew’s House, 20 St Andrew Street, London, EC4A 3AG)

The administrators can be reached at:

   Matthew Mills  
   KR8 Advisory Limited  
   7th Floor, St Andrew’s House  
   20 St Andrew Street  
   London EC4A 3AG  

   James Saunders  
   KR8 Advisory Limited  
   The Lexicon  
   10-12 Mount Street  
   Manchester M2 5NT  

For further details, contact:

   Billy Long  
   Tel: 0161 504 9799  
   Email: caseenquiries@kr8.co.uk  


SERT TRAINING: KR8 Advisory Appointed as Administrators
-------------------------------------------------------
Sert Training Limited was placed into administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), under Court Number
CR-2026-000349.  Matthew Mills and James Saunders of KR8 Advisory
Limited were appointed as administrators on January 20, 2026.

The company operates in specialised construction activities.

The company's registered office and principal trading address is at
3500 Parkway, Whitely, Fareham, Hampshire, PO15 7AL (in the process
of being changed to c/o KR8 Advisory Limited, 7th Floor, St
Andrew’s House, 20 St Andrew Street, London, EC4A 3AG)

The administrators can be reached at:

   Matthew Mills  
   KR8 Advisory Limited  
   7th Floor, St Andrew’s House  
   20 St Andrew Street  
   London EC4A 3AG  

   James Saunders  
   KR8 Advisory Limited  
   The Lexicon  
   10-12 Mount Street  
   Manchester M2 5NT  

For further details, contact:

   Billy Long  
   Tel: 0161 504 9799  
   Email: caseenquiries@kr8.co.uk  


TOYE KENNING: Opus Restructuring Appointed as Administrators
------------------------------------------------------------
Toye, Kenning & Spencer Limited was placed into administration in
the High Court of Justice, under Court Number CR-2024-002423.
Gareth David Wilcox and Trevor John Binyon of Opus Restructuring
LLP were appointed as joint administrators on January 20, 2026.

The company manufactures medals and ceremonial attire with key
customers including the British Government, the Royal Family, the
Armed Forces, the emergency services, and exports to foreign
governments.

The company's registered office is at Regalia House, Newtown Road,
Bedworth, Warwickshire, CV12 8QR.

The company's principal trading address is Regalia House, Newtown
Road, Bedworth, Warwickshire, CV12 8QR and 77 Warstone Ln,
Birmingham, B18 6NL.

The administrators can be reached at:

   Gareth David Wilcox  
   Opus Restructuring LLP  
   Cornwall Buildings  
   45 Newhall Street  
   Birmingham B3 3QR  

   Trevor John Binyon
   Opus Restructuring LLP  
   322 High Holborn  
   London WC1V 7PB  

For further details, contact:

   Rizwana Patel  
   Email: rizwana.patel@opusllp.com



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
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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.

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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.


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