260216.mbx

260216.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, February 16, 2026, Vol. 27, No. 33 Headlines F R A N C E KERSIA INT'L: S&P Gives 'B' Rating to New EUR715MM Term Loan B I R E L A N D CIFC EUROPEAN: S&P Assigns B-(sf) Rating on Class F-R Notes CONTEGO CLO IX: Moody's Cuts Rating on EUR13.5MM F Notes to Caa1 INVESCO EURO I: Fitch Affirms 'B-sf' Rating on Class F Notes MADISON PARK VI: Fitch Rates Class F-R Notes 'B+sf' MADISON PARK XI: Moody's Cuts Rating on EUR14.7MM Cl. F Notes to B3 PALMER SQUARE 2023-3: Moody's Ups EUR18.4MM E-R Notes Rating to Ba1 PENTA CLO 11: Fitch Rates Class F-R Debt 'B-sf' L U X E M B O U R G PLATIN2025 INVESTMENTS: S&P Affirms 'B' LT ICR, Outlook Stable S W E D E N POLESTAR AUTOMOTIVE: Eric Li and Affiliates Hold 69% Class A shares U N I T E D K I N G D O M JFM1871 LIMITED: Leonard Curtis Named as Administrators REISSER LIMITED: FRP Advisory Named as Administrators TUPLE MIDCO 2: Fitch Corrects Jan. 6 Ratings Release VOYAGE BIDCO: S&P Withdraws 'B' LongTerm Issuer Credit Rating WD FF LIMITED: Fitch Affirms 'B' LongTerm IDR, Outlook Stable - - - - - =========== F R A N C E =========== KERSIA INT'L: S&P Gives 'B' Rating to New EUR715MM Term Loan B -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating and '3' recovery rating to hygiene and cleaning product manufacturer Kersia International SAS' proposed first-lien EUR715 million term loan B (TLB) due in 2030. This is a EUR75 million upsize and three-year extension compared with its existing TLB. The '3' recovery rating indicates its expectation of meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. Kersia (B/Stable/--) also extended the maturity of its GBP-denominated TLB (EUR48 million) and the existing revolving credit facility (RCF) by three years with a EUR30 million upsize. Kersia will use the proceeds to refinance the outstanding EUR640 million TLB, extend the maturity dates, and realize a EUR75 million add-on. A portion of the add-on will be used to finance the bolt-on acquisition of Radex, a Poland-based cleaning and disinfectant company, and transaction costs. Kersia will also use the remainder of the proceeds and EUR6 million in cash on balance sheet to repay the EUR25 million drawdown under the RCF and a EUR24 million partial payment-in-kind repayment. Kersia will acquire Radex's food and beverage product portfolio and associated commercial activities across the meat, food processing and farm segments. The transaction is expected to generate synergies from the integration of Radex's business with Kersia's manufacturing and support function capabilities in Poland, while leveraging the group's scale. The acquisition will expand the group's client base, as well as broadening its existing product portfolio in the Polish food and beverage segment. S&P said, "Considering the proposed issuance, our revised base-case assumptions continue to fall within the thresholds of the current 'B' rating on Kersia. We anticipate S&P Global Ratings-adjusted debt to EBITDA will decrease to 6.0x-6.5x in year 2026 and 2027, from about 7.0x-7.5x in 2025. We believe Kersia's deleveraging path will be underpinned by EBITDA growth, driven by contributions from its recent acquisitions, combined with expectations of relatively stable debt levels. "We expect that Kersia will achieve revenue growth of 11.5%-12.0% in 2026 and 4.5%-5.0% in 2027. Revenue generation will be supported by the full-year contribution of Neogen, Ikochimiki, Radex and the strategic partnership with Beta in 2026, as well as a diversified commercial product portfolio. We also anticipate volume growth from its core farm and food and beverage business segments, driven by favorable market dynamics. Additional upside is expected from strategic price increases, an ongoing efficient cost structure, and a growing foothold in markets such as Poland. "We anticipate a gradual improvement in the group's S&P Global Ratings-adjusted EBITDA margin, expanding to 21.0%-21.5% in 2026 and 21.5%-22% in 2027, up from 20.0%-20.5% in 2025. Margin expansion is expected to be driven by robust cost base efficiency measures, monitoring of raw material sourcing, and operating leverage on administrative costs. Additionally, client base expansion, an increase in higher-margin products, and further bolt-on acquisitions should continue to support profitability. "We expect Kersia will generate positive free operating cash flow of EUR60 million-EUR65 million in 2026 and EUR70 million-EUR75 million in 2027. We forecast Kersia's capital expenditure (capex) will stabilize at about EUR20 million in 2026 and remain in the EUR25 million-EUR35 million range in 2026 and 2027, largely attributable to facility maintenance and some targeted investments. We believe Kersia has an adequate liquidity profile, supported by the fully undrawn EUR150 million RCF and forecast positive free cash flow." Issue Ratings -- Recovery Analysis Key analytical factors -- The proposed debt is at Kersia International SAS level. -- The proposed EUR715 million TLB due in 2030 is rated 'B', in line with the issuer credit rating on Kersia. -- The '3' recovery rating reflects S&P's view of meaningful recovery (50%-70%; rounded estimate 50%) in a default scenario. -- In S&P's hypothetical default scenario, it assumes a challenging macroeconomic environment in Kersia's main end markets, increased competitive pricing dynamics, an increase in raw material prices that cannot be offset through customer pricing adjustments, or a sanitary issue that results in a loss of key customers and leads to a decline in the company's top line and cash flow. -- S&P views Kersia as a going concern, given its niche position in the fragmented biosecurity products and hygiene markets and its diversified customer base. Simulated default assumptions -- Year of default: 2029 -- Jurisdiction: France Simplified waterfall -- Emergence EBITDA: EUR94.3 million -- Capex: 3% of sales. No operational adjustment is used -- Cyclical: 5% in line with industry subsegment -- Multiple: 5.5x in line with business and consumer services industry -- Gross enterprise value: about EUR518.7 million -- Administrative costs: 5% -- Net recovery value for waterwall after administrative expenses (5%): EUR492.8 million -- Estimated first-lien debt claim: EUR956.5 million -- Recovery range: 50%-70% (rounded estimate 52%) -- Recovery rating: '3' *This is a simulated default scenario. All debt amounts include six months of prepetition interest that S&P assumes to be outstanding at default. The RCF is assumed to be 85% drawn at default. ============= I R E L A N D ============= CIFC EUROPEAN: S&P Assigns B-(sf) Rating on Class F-R Notes ----------------------------------------------------------- S&P Global Ratings assigned credit ratings to CIFC European Funding CLO III DAC's class A Loan and class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer has unrated class Y and subordinated notes from the existing transaction, and also issued EUR11.06 million of additional subordinated notes. This transaction is a reset of the already existing transaction that closed in January 2021, that S&P did not rate. The issuance proceeds of the refinancing debt were used to redeem the refinanced debt, and pay fees and expenses incurred in connection with the reset. Under the transaction documents, the rated notes and loan will pay quarterly interest, unless a frequency switch event occurs. Following such an event, the notes and loan would permanently switch to semiannual payments. The portfolio's reinvestment period ends approximately 4.4 years after closing; the noncall period ends 1.5 years after closing. The ratings assigned to the reset notes and loan reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The experience of the collateral manager's team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,867.19 Default rate dispersion 510.38 Weighted-average life (years) 4.08 Weighted-average life extended to cover the length of the reinvestment period (years) 4.43 Obligor diversity measure 179.69 Industry diversity measure 20.11 Regional diversity measure 1.27 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.97 Target 'AAA' weighted-average recovery (%) 36.01 Target floating-rate assets (%) 93.15 Target weighted-average coupon (%) 3.69 Target weighted-average spread (net of floors; %) 4.92 S&P said, "The portfolio is well-diversified at closing. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.64%), and the covenanted weighted-average coupon (4.25%), as indicated by the collateral manager. We assumed the covenanted weighted-average recovery rates for class A Loan and class A-R notes at the 'AAA' rating level and target weighted-average recovery rates at all other rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios, for each liability rating category. "Our credit and cash flow analysis shows that the class B-R to E-R notes benefit from break-even default rate and scenario default rate cushions that we would typically consider to be in line with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on the loan and notes. The class A Loan and class A-R and F-R notes can withstand stresses commensurate with the assigned ratings." Until July 15, 2030, when the reinvestment period ends, the collateral manager may substitute the assets in the portfolio, as long the CDO Monitor test is maintained or improved in relation to the initial ratings on the loan and notes. This test looks at the total amount of losses that the transaction can sustain, as established by the initial cash flows for each rating, and compares that with the current portfolio's default potential, plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may, through trading, cause the transaction's credit risk profile to deteriorate. S&P said, "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "We consider that the transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We consider the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A Loan and class A-R to F-R notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also assessed the sensitivity of our ratings on the class A Loan and class A-R to E-R notes, based on four hypothetical scenarios. "As our ratings analysis includes additional considerations to be incorporated before we would assign ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain industries. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 198.00 38.00 Three /six-month EURIBOR plus 1.23% A Loan AAA (sf) 50.00 38.00 Three /six-month EURIBOR plus 1.23% B-R AA (sf) 42.10 27.48 Three/six-month EURIBOR plus 1.70% C-R A (sf) 24.00 21.48 Three/six-month EURIBOR plus 2.00% D-R BBB- (sf) 29.30 14.15 Three/six-month EURIBOR plus 2.55% E-R BB- (sf) 18.60 9.50 Three/six-month EURIBOR plus 4.75% F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.15% Y NR 15.00 N/A N/A Sub. Notes NR 29.95 N/A N/A Additional sub. Notes NR 11.06 N/A N/A *The ratings assigned to the class A Loan and class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency permanently switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR – Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. Sub.--Subordinated. CONTEGO CLO IX: Moody's Cuts Rating on EUR13.5MM F Notes to Caa1 ---------------------------------------------------------------- Moody's Ratings has taken a variety of rating actions on the following notes issued by Contego CLO IX Designated Activity Company: EUR31,500,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Aug 5, 2021 Definitive Rating Assigned Aa2 (sf) EUR13,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Aug 5, 2021 Definitive Rating Assigned Aa2 (sf) EUR13,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to Caa1 (sf); previously on Aug 5, 2021 Definitive Rating Assigned B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR274,500,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Aug 5, 2021 Definitive Rating Assigned Aaa (sf) EUR31,162,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Aug 5, 2021 Definitive Rating Assigned A2 (sf) EUR31,275,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Aug 5, 2021 Definitive Rating Assigned Baa3 (sf) EUR24,210,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Aug 5, 2021 Definitive Rating Assigned Ba3 (sf) Contego CLO IX Designated Activity Company, issued in August 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Five Arrows Managers LLP. The transaction's reinvestment period ended in January 2026. RATINGS RATIONALE The rating upgrades on the Class B-1 and B-2 notes are primarily a result of the benefit of the transaction having reached the end of the reinvestment period in January 2026. The rating downgrade on the Class F notes is primarily a result of the deterioration in over-collateralisation ratios over the last 12 months. The affirmations on the ratings on the Class A, Class C, Class D and Class E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The over-collateralisation ratios of the Class F notes have deteriorated since January 2025. According to the trustee report dated January 2026[1] the Class F OC ratio is reported at 105.2% compared to January 2025[2] levels of 107.3%, respectively. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR439.6m Defaulted Securities: EUR8.1m Diversity Score: 60 Weighted Average Rating Factor (WARF): 3116 Weighted Average Life (WAL): 4.05 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.77% Weighted Average Coupon (WAC): 3.87% Weighted Average Recovery Rate (WARR): 43.7% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. INVESCO EURO I: Fitch Affirms 'B-sf' Rating on Class F Notes ------------------------------------------------------------ Fitch Ratings has upgraded Invesco Euro CLO I DAC's class B-R notes to D-R notes, revised the class E and F notes' Outlook to Negative from Stable, and affirmed the rest. Entity/Debt Rating Prior ----------- ------ ----- Invesco Euro CLO I DAC A-1R XS2301385832 LT AAAsf Affirmed AAAsf A-2R XS2301386483 LT AAAsf Affirmed AAAsf B-R XS2301387374 LT AAAsf Upgrade AAsf C-R XS2301387960 LT A+sf Upgrade Asf D-R XS2301388695 LT BBB+sf Upgrade BBB-sf E XS1911621701 LT BBsf Affirmed BBsf F XS1911622188 LT B-sf Affirmed B-sf Transaction Summary Invesco Euro CLO I DAC is a cash flow CLO comprising mostly senior secured obligations. The transaction exited its reinvestment period in January 2023 and the portfolio is managed by Invesco European RR L.P. KEY RATING DRIVERS Deleveraging Increases Credit Enhancement: About EUR96.4 million of the class A-1R and A-2R notes have been repaid since its last review in March 2025, according to the latest payment date report. This has resulted in an increase in credit enhancement across the capital structure. The upgrades of the class B-R, C-R and D-R notes and their Stable Outlooks reflect sufficient default-rate cushions at their current ratings. Increasing Long-Dated Assets: The Negative Outlooks on the class E and F notes reflect an increase in exposure to assets with a maturity beyond the legal final maturity of the transaction (long-dated assets; LDA) Fitch calculates that LDA increased to 6.3% in January 2026 due to maturity extensions, from 3.1% in March 2025. According to its criteria, Fitch deems LDA expose the notes to market value risk and assumes they are subject to a fire sale prior to or at the last payment period, with the notes receiving only the assumed recovery value. Unlike recent CLOs, the transaction documentation does not envisage any haircut in the adjusted collateral principal amount used to calculate the coverage tests. Performance and Refinancing Risk: The Negative Outlooks on the class E and F notes also reflect exposure to EUR10.1 million of defaulted assets, a par erosion of 3.3% (calculated as the current par difference over the original target par), and medium-term refinancing risk (with about 40.3% of assets maturing between 2027 and 2028). This may lead to further deterioration in the portfolio, resulting in the risk of downgrades for the notes. '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 28.3 as calculated by Fitch under its latest criteria. About 23.2% of the portfolio is on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 99.1% 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 59.9%. Concentrated Portfolio: Since March 2025, the portfolio has become more concentrated across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 33.9%, and the largest obligor represents 4.6% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 25.8% as calculated by Fitch. Fixed-rate assets as reported by the trustee are at 9.1%, within the limit of 10%. Transaction Outside Reinvestment Period: The transaction exited its reinvestment period in January 2023, and the most senior notes are deleveraging. The transaction is failing the weighted average life (WAL) test, Fitch's and another rating agency's 'CCC' test, class F par value tests, and the weighted average spread test, according to the trustee report. The manager has not made any purchases since September 2024. As a result, Fitch's upgrade analysis is based on the current portfolio with assets on Outlook Negative notched down by one level, while the WAL is floored at four years, according to its criteria. Cash Flow 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. 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. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Invesco Euro CLO I DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. MADISON PARK VI: Fitch Rates Class F-R Notes 'B+sf' --------------------------------------------------- Fitch Ratings has placed Madison Park Euro Funding VI DAC's class D, E and class F notes on Rating Watch Negative (RWN). All other notes have been affirmed. Entity/Debt Rating Prior ----------- ------ ----- Madison Park Euro Funding VI DAC A-RR XS2330521753 LT AAAsf Affirmed AAAsf B-1R XS1655109251 LT AAAsf Affirmed AAAsf B-2R XS1655107396 LT AAAsf Affirmed AAAsf C-R XS1655109848 LT A+sf Affirmed A+sf D-R XS1655107982 LT A-sf Rating Watch On A-sf E-R XS1655108287 LT BB+sf Rating Watch On BB+sf F-R XS1655108527 LT B+sf Rating Watch On B+sf Transaction Summary Madison Park Euro Funding VI DAC is a cash flow CLO comprising mostly senior secured obligations. The transaction is managed by Credit Suisse Asset Management Limited and exited its reinvestment period in October 2021. KEY RATING DRIVERS Increasing Long-Dated Assets: The RWN on the class D, E and F notes reflects an increase in exposure to assets with a maturity beyond the legal final maturity of the transaction (long-dated assets; LDAs) Fitch calculates that LDAs substantially increased to 14% in January 2026 due to maturity extensions and portfolio amortisation, from 5.6% at the last review in April 2025. Fitch considers LDAs to expose the notes to market value risk and assumes they are subject to a fire sale prior to or at the last payment period, with the notes receiving only the assumed recovery value. Unlike recent CLOs, the transaction documentation does not envisage any haircut for LDAs in the adjusted collateral principal amount used to calculate the coverage tests. However, the LDA bucket is currently made up of mostly performing credits, with a market value currently near or above par, and the manager has the ability to sell these assets, limiting potential trading losses. Fitch will continue to monitor the LDA exposure and if it does not reduce in the near term, this could result in downgrades of the notes currently on RWN. Performance and Refinancing Risk: The RWNs on the class D, E and F notes also reflect exposure to EUR7.1 million of defaulted assets, a par erosion of 1.1% and some near- and medium-term refinancing risk, with about 11.6% of assets maturing between 2026 and 2027. This may lead to further deterioration in the portfolio, increasing downgrade risk beyond that associated with LDAs. Senior Notes Benefit from Cushion: The ratings and Outlooks on the class A to C notes are driven by the large default-rate buffers to support their ratings and should be capable of absorbing further defaults in the portfolio. B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor (WARR) of the current portfolio is 25.2 as calculated by Fitch under its latest criteria. About 23.4% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 98.2% 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%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 19.2%, and no obligor represents more than 2.9% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 33.7% as calculated by Fitch. Fixed-rate assets as reported by the trustee are at 10.1%, currently complying with the limit of 12.5%. Transaction Outside Reinvestment Period: The class A notes have deleveraged by EUR9.7 million, marginally increasing credit enhancement since the transaction reset in 2021, despite par erosion. The manager can reinvest unscheduled principal proceeds and sale proceeds from credit-improved or -impaired obligations after the reinvestment period, subject to compliance with the reinvestment criteria. The transaction was failing the Fitch WARR test according to the latest trustee report dated 6 January 2026, but the manager can reinvest proceeds on a maintain-or-improve basis. Given the manager's ability to reinvest, Fitch's analysis is based on a stressed portfolio using its collateral quality matrices specified in the transaction documentation. Cash Flow 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. Deviation from Model-Implied Ratings: The class D and F notes' ratings are one and two notches respectively above their model-implied ratings, reflecting Fitch's view that the manager has the flexibility to sell LDAs, limiting potential trade losses. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades, which are based on the current portfolio, may occur if the exposure of the notes to LDAs does not reduce in the foreseeable future, or if loss expectation is larger than initially assumed due to unexpectedly high levels of defaults 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. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Madison Park Euro Funding VI DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. MADISON PARK XI: Moody's Cuts Rating on EUR14.7MM Cl. F Notes to B3 ------------------------------------------------------------------- Moody's Ratings has downgraded the rating on the following notes issued by Madison Park Euro Funding XI DAC: EUR14,700,000 Class F Senior Secured Deferrable Floating Rate Notes due 2031, Downgraded to B3 (sf); previously on Aug 22, 2023 Affirmed B2 (sf) Moody's have also affirmed the ratings on the following notes: EUR309,700,000 (Current outstanding balance EUR303,072,984) Class A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Aug 22, 2023 Affirmed Aaa (sf) EUR13,600,000 Class A-2 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Aug 22, 2023 Affirmed Aaa (sf) EUR10,000,000 Class B-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Aug 22, 2023 Affirmed Aaa (sf) EUR40,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf); previously on Aug 22, 2023 Affirmed Aaa (sf) EUR36,200,000 Class C Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Aa3 (sf); previously on Aug 22, 2023 Upgraded to Aa3 (sf) EUR27,800,000 Class D Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Baa1 (sf); previously on Aug 22, 2023 Affirmed Baa1 (sf) EUR35,200,000 Class E Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Ba2 (sf); previously on Aug 22, 2023 Affirmed Ba2 (sf) Madison Park Euro Funding XI DAC, issued in July 2018, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Credit Suisse Asset Management Limited. The transaction's reinvestment period ended in August 2022. RATINGS RATIONALE The rating downgrade on the Class F notes is primarily a result of the deterioration in the credit quality of the underlying collateral pool since the payment date in November 2025. The affirmations on the ratings on the Class A-1, A-2, B-1, B-2, C, D and E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The credit quality has deteriorated as reflected in the deteriorated in the average credit rating of the portfolio (measured by the weighted average rating factor, or WARF) and an increase in the proportion of securities from issuers with ratings of Caa1 or lower. According to the trustee report dated January 2026[1], the WARF was 3,131, compared with 2,967 in the January 2025[2] report. Securities with ratings of Caa1 or lower currently make up approximately 8.95% of the underlying portfolio, versus 8.55% in Jan 2025. Furthermore, Moody's notes that the portion of long-dated assets, those assets that have a scheduled maturity date after the maturity date of the rated notes on February 15, 2031 is high, at EUR76.4m (representing 17.4% of performing par as of January 2026 according to Moody's own calculations). These long-dated assets impose market value risk to the transaction that is linked to the liquidation of these assets at the notes' maturity date. As per Moody's methodologies, Moody's considers this market value risk with stressed liquidation values depending on the extent to which such assets are scheduled to mature after the rated notes. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR506,032,148 Defaulted Securities: EUR5,955,213 Diversity Score: 50 Weighted Average Rating Factor (WARF): 3060 Weighted Average Life (WAL): 3.34 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.69% Weighted Average Coupon (WAC): 3.51% Weighted Average Recovery Rate (WARR): 43.49% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. PALMER SQUARE 2023-3: Moody's Ups EUR18.4MM E-R Notes Rating to Ba1 ------------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Palmer Square European Loan Funding 2023-3 Designated Activity Company: EUR21,200,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to Aaa (sf); previously on Dec 5, 2024 Assigned Aa3 (sf) EUR18,600,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to A1 (sf); previously on Dec 5, 2024 Assigned Baa1 (sf) EUR18,400,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to Ba1 (sf); previously on Dec 5, 2024 Assigned Ba2 (sf) Moody's have also affirmed the ratings on the following notes: EUR203,472,942 (Current outstanding amount EUR87,693,092) Class A-R Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on Dec 5, 2024 Assigned Aaa (sf) EUR39,000,000 Class B-R Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on Dec 5, 2024 Assigned Aaa (sf) Palmer Square European Loan Funding 2023-3 Designated Activity Company, originally issued in December 2023 and later refinanced in December 2024, is a static collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is serviced by Palmer Square Europe Capital Management LLC. The servicer may sell assets on behalf of the Issuer during the life of the transaction. Reinvestment is not permitted and all sales and unscheduled principal proceeds received will be used to amortize the notes in sequential order. RATINGS RATIONALE The rating upgrades on the Class C-R, D-R and E-R notes are primarily a result of the deleveraging of the Class A-R notes following amortisation of the underlying portfolio since closing of the refinancing in December 2024. The affirmations on the ratings on the Class A-R and B-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R notes have paid down by approximately EUR115.7 million (56.9% of original balance) since closing in December 2024. As a result of the deleveraging, over-collateralisation (OC) has increased across the capital structure. According to the trustee report dated January 2026[1] the Class A/B, Class C, Class D and Class E OC ratios are reported at 168.47 %, 144.32 %, 128.20 % and 115.44% compared to December 2024[2] levels of 118.62%, 113.41%, 108.53% and 104.34%, respectively. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR190,775,536 Defaulted Securities: EUR660,940 Diversity Score: 40 Weighted Average Rating Factor (WARF): 3016 Weighted Average Life (WAL): 3.52 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.60% Weighted Average Coupon (WAC): 4.05% Weighted Average Recovery Rate (WARR): 44.7% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the servicer or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the servicers's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. PENTA CLO 11: Fitch Rates Class F-R Debt 'B-sf' ----------------------------------------------- Fitch Ratings has assigned Penta CLO 11 DAC's reset notes final ratings. Entity/Debt Rating Prior ----------- ------ ----- Penta CLO 11 DAC A-R XS2858657435 LT PIFsf Paid In Full AAAsf A-R-R XS3277779123 LT AAAsf New Rating B-R XS2858657609 LT PIFsf Paid In Full AAsf B-R-R XS3277779396 LT AAsf New Rating C-R XS2858658086 LT PIFsf Paid In Full Asf C-R-R XS3277779552 LT Asf New Rating D-R XS2858658243 LT PIFsf Paid In Full BBB-sf D-R-R XS3277779719 LT BBB-sf New Rating E-R XS2858658326 LT PIFsf Paid In Full BB-sf E-R-R XS3277779982 LT BB-sf New Rating F-R XS2858658755 LT PIFsf Paid In Full B-sf F-R-R XS3277780139 LT B-sf New Rating X-R XS2858657195 LT PIFsf Paid In Full AAAsf X-R-R XS3277778745 LT AAAsf New Rating Z-R-R XS3282820896 LT NRsf New Rating Transaction Summary Penta CLO 11 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Proceeds from the reset notes have been used to fund a portfolio with a target par of EUR550 million. The portfolio is actively managed by Partners Group (UK) Management Ltd. The CLO has a 4.7-year reinvestment period and an 8.5 year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 24.2. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the indicative portfolio is 61.1%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit at 20% and maximum exposure to the three largest (Fitch-defined) industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes six matrices. Two are effective at closing and correspond to an 8.5-year WAL, and the remaining two sets are effective one year and 1.5 years after closing, corresponding to a 7.5-year WAL and seven-year WAL, respectively. Each matrix set corresponds to two different fixed-rate asset limits, at 5% and 10%. Switching to the forward matrices is subject to the reinvestment target par condition. The deal has a 4.7-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant. This accounts for strict reinvestment conditions envisaged by the transaction after the reinvestment period, which include passing the coverage tests and Fitch 'CCC' limitation test, and a WAL covenant that progressively steps down during and after the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X-R-R or class A-R-R to C-R-R notes, but would lead to downgrades of one notch for the class D-R-R to E-R-R notes and to below 'B-sf' for the class F-R-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The classes B-R-R, D-R-R, E-R-R and F-R-R notes have rating cushions of two notches and the class C-R-R notes of three notches, due to the better metrics and shorter life of the identified portfolio than the stressed-case portfolio. Should the cushion between the identified portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed-case portfolio would lead to downgrades of three notches for the class D-R-R notes, four notches for the classes A-R-R to C-R-R notes, and to below 'B-sf' for the class E-R-R and F-R-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the stressed-case portfolio would lead to upgrades of up to three notches for the notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. Based on the Fitch-stressed portfolio, during the reinvestment period upgrades would 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 deal. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Penta CLO 11 DAC Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Penta CLO 11 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. =================== L U X E M B O U R G =================== PLATIN2025 INVESTMENTS: S&P Affirms 'B' LT ICR, Outlook Stable -------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B' long-term issuer credit rating on Platin2025 Investments S.a.r.l. (Syntegon). S&P also assigned its 'B' issue rating to the proposed EUR1.6 billion senior secured term loan B (TLB) due 2032. The stable outlook reflects S&P's view that Syntegon's S&P Global Ratings-adjusted debt to EBITDA will remain below 6.5x over the next years after the notable improvement of 2025, accompanied by positive free operating cash flow (FOCF), and funds from operations (FFO) cash interest coverage of more than 2.0x. Syntegon, a leading Germany-based original equipment manufacturer (OEM) of processing and packaging machinery and systems for the pharmaceutical and food industries, plans to raise a EUR1.6 billion TLB to refinance the existing EUR1.145 billion TLB and releverage the capital structure in parallel with a new investor's entry. S&P said, "Despite the increase in debt, we project Syntegon's S&P Global Ratings-adjusted leverage will remain below 6.5x pro forma the proposed transaction, thanks to the continuous expansion of revenue and profitability. This is a continuation of the solid results we expect the company to have recorded over fiscal 2025. "We expect the upsized portion of the proposed EUR1.6 billion TLB will be used in parallel with the entry of a new investor. We understand that the TLB's borrower will be Syntegon TopCo GmbH, a new intermediate holding company within the group structure, below Platin 2025 Acquisition S.a.r.l, the borrower of the existing EUR1.145 billion TLB, and above Syntegon Holding GmbH. We expect the group to use proceeds from the proposed TLB, combined with approximately EUR143 million of cash on hand, to refinance the EUR1.145 billion TLB and use the remaining almost EUR600 million to pay transaction-related fees and fund shareholder distributions in the context of a new investor's entry. For the time being, we assume the investor transaction will be structured in a way that will allow CVC to retain full control of Syntegon. We will review the transaction's final terms upon completion. Through the transaction, the company is also seeking to increase the EUR187.5 million revolving credit facility (RCF) and EUR290 million bank guarantee facilities by EUR20 million each." Expanded EBITDA will offset the increased debt following the proposed transaction such that leverage will remain below 6.5x. Pro forma the transaction, Syntegon's reported debt will comprise the upsized TLB and about EUR65 million of other financial liabilities. Including our adjustment for lease liabilities (about EUR35 million), factoring, and pensions (about EUR5 million each), we estimate S&P Global Ratings-adjusted gross debt reaching EUR1.7 billion at year-end 2026, resulting in a significant debt increase from our prior expectations. S&P said, "At the same time, a continuous expansion of both revenue and profitability will offset the higher quantum of debt, such that we forecast S&P Global Ratings-adjusted leverage to be 6.3x at year-end 2026, excluding the one-off transaction costs we allocate to EBITDA (otherwise 6.6x), and 5.8x in 2027." S&P said, "Based on preliminary results, Syntegon reported strong revenue expansion in 2025 of approximately 10% year-over-year to EUR1.7 billion, and we expect the company will continue to expand revenue by 6% per year throughout 2027, reaching a revenue base of EUR1.96 billion in 2027. As of December 2025, the new equipment order backlog stood at EUR1.19 billion, providing near-complete revenue visibility for new equipment for fiscal 2026, with performance expected to depend primarily on the undertaking of existing orders. We expect new order intake will be supported by structural tailwinds across both end-markets, primarily driven by regulatory requirements, the continued push from clients toward automation, and ongoing replacement needs across the company's installed base of approximately 72,000 machines. At the same time, we expect growth to remain clearly skewed toward the pharma end-market, with 8%-10% revenue growth, outpacing 0%-2% growth in food solutions, resulting in an increasingly pharma-weighted product mix. In pharma, we expect new orders to be sustained by the elevated levels of customers' capital expenditure (capex) driven by expansion of production capacity, and commitments to U.S.-based manufacturing under reshoring initiatives. In contrast, we expect demand from food customers to be relatively muted, supported mainly by replacement demand and increasing service revenue. "We continue to expect improving profitability at Syntegon, with S&P Global Ratings-adjusted EBITDA margin converging toward 15% over the next two years (from 13.3% estimated in 2025 and 9.2% in 2024) supported by the realization of previous operational efficiency actions. Based on preliminary figures, we project Syntegon's profitability to have improved materially in 2025, with S&P Global Ratings-adjusted EBITDA margin increasing to 13.3% from 9.2% in 2024 and 10.3% in 2023. This came on reduced one-off costs to approximately EUR29 million from EUR78 million in 2024, cost efficiencies from prior procurement and Value Creation initiatives, and improved operating leverage supported by 10% revenue growth. In addition, the company's profitability has benefited from a product mix increasingly skewed toward pharmaceutical solutions, which carry higher profitability than food solutions, and we expect this mix effect to continue to support higher group profitability--we estimate pharma solutions will account for more than 60% of revenues in 2026 compared with about 52% in 2023. We expect further margin improvement to stem also from lower sales, general, and administrative costs, reflecting the effects of footprint consolidation initiatives. "We project Syntegon's FOCF to remain positive in 2026-2027, at 3%-4% of sales. In 2022 and 2023, elevated restructuring activity, overall inflation, and significant working capital requirements resulted in negative adjusted FOCF of approximately EUR60 million in 2022 and EUR33 million in 2023. Since then, supported by higher earnings and increased management stability following a transition period marked by substantial changes to the leadership team, the company generated positive FOCF of EUR68 million in 2024 and an estimated EUR58 million in 2025, reflecting management's focus on disciplined capex and working capital management. We project the company will continue to generate S&P Global Ratings-adjusted FOCF of at least EUR60 million per year through 2027, supported by expanding earnings, working capital requirements limited only to business growth, and capex maintained near 3% of revenue, potentially increasing to 4% in 2027 to support capacity expansion under the growth plan. Working capital performance improved materially from 2023-2025, with the working capital to revenue ratio declining to an estimated 5% in 2025 from 10% in 2023. This followed targeted actions including a significant reduction in overdue receivables and the introduction, from December 2024, of defined milestone-based billing and customer prepayment schemes that structurally positioned the most complex projects and product lines in a negative working capital position. "Supporting our ratings on Syntegon is good liquidity with long-dated debt maturities, but the group's private equity ownership constrains them. Our assessment reflects the company's adequate liquidity profile, further enhanced by the proactive refinancing of the TLB due in 2028, and the upsizing of the senior RCF by EUR20 million to EUR207.5 million. At the same time, our rating is constrained by the group's ownership by a financial sponsor. Although we forecast that adjusted leverage will remain below 6.5x, we cannot rule out incremental debt given the relatively loose documentation--we understand the company is allowed to increase debt by up to EUR360 million or 100% of last-12-month (LTM) EBITDA, as per the debt documentation. At the same time, we do not expect any shareholder-friendly actions or significant debt-funded acquisitions in the next two years. "The stable outlook reflects our expectation that Syntegon's S&P Global Ratings-adjusted debt to EBITDA will remain below 6.5x over the next years (excluding transaction costs in 2026), accompanied by positive FOCF, and FFO cash interest coverage of more than 2.0x over the next 18 months. "We could lower our rating on Syntegon if its debt to EBITDA materially deviates from our base-case scenario due to weaker-than-expected demand, lower-than-expected profitability improvement, or material increase in debt to fund acquisitions or pay dividend distributions. We could also take a negative rating action if Syntegon were unable to generate positive FOCF or an FFO cash interest coverage above 2.0x. "We consider a positive rating action unlikely over the next 12-18 months, but we could raise our rating on Syntegon if the company were to improve its debt to EBITDA sustainably to about 5x, supported by a commensurate financial policy, accompanied by a growing business and sustainably positive FOCF." =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Eric Li and Affiliates Hold 69% Class A shares ------------------------------------------------------------------- Eric Li, Volvo Car Corporation, PSD Investment Limited, PSD Capital Limited, Snita Holding B.V., Volvo Car AB, Geely Sweden Holdings AB, Shanghai Geely Zhaoyuan International Investment Co., Ltd, Beijing Geely Wanyuan International Investment Co., Ltd, Beijing Geely Kaisheng International Investment Co., Ltd, Zhejiang Geely Holding Group Company Limited, and Geely Sweden Automotive Investment B.V., disclosed in a Schedule 13D (Amendment No. 10) filed with the U.S. Securities and Exchange Commission that as of February 2, 2026, they beneficially own 63,831,976 Class A ordinary shares -- with sole dispositive power for Eric Li; other entities hold varying amounts including 29,882,316 shares by Geely Sweden Holdings AB and subsidiaries, 12,677,431 shares by Volvo Car Corporation and Snita Holding B.V., and 33,949,660 shares by PSD entities; aggregate reflects control relationships and excludes certain ADSs -- of Polestar Automotive Holding UK PLC's Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each, representing 69% (for Eric Li) of the 91,520,835 Class A ADSs and 996,419 Class B ADSs outstanding as of February 4, 2026. Eric Li may be reached through: Eric Li (Shufu Li) No. 1760 Jiangling Road, Binjiang District Hangzhou, China 310051 Tel: 86-571-2809-8282 A full-text copy of Eric Li's SEC report is available at: https://tinyurl.com/mrxxdnzc About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2025, the Company had $3.6 billion in total assets, $7.9 billion in total liabilities, and a total deficit of $4.3 billion. =========================== U N I T E D K I N G D O M =========================== JFM1871 LIMITED: Leonard Curtis Named as Administrators ------------------------------------------------------- JFM1871 Limited was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number CR-2026-MAN-000120. Steven Muncaster and Andrew Poxon of Leonard Curtis were appointed as joint administrators on February 4, 2026. JFM1871 Limited is engaged in the general cleaning of buildings and specialised cleaning services. The company's registered office and principal trading address is King Edward Court, King Edward Road, Knutsford, WA16 0BE. The Joint Administrators are: Steven Muncaster (IP No. 9446) Leonard Curtis 3rd Floor, Exchange Station Tithebarn Street Liverpool L2 2QP Andrew Poxon (IP No. 8620) Leonard Curtis Riverside House Irwell Street Manchester M3 5EN For further details, contact: The Joint Administrators Tel No: 0161 831 9999 Alternative contact: Joe Thompson REISSER LIMITED: FRP Advisory Named as Administrators ----------------------------------------------------- Reisser Limited was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies List (ChD), Court Number CR-2026-MAN-000160. Simon Farr, Martyn Rickels and David Hinrichsen of FRP Advisory Trading Limited were appointed as joint administrators on February 3, 2026. Reisser Limited is engaged in the non-specialised wholesale trade sector. The company's registered office is Unit 7, Botany Business Park, Lower Macclesfield Road, Whaley Bridge, High Peak, SK23 7DQ and is in the process of being changed to c/o FRP Advisory Trading Limited, 4th Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB. Its principal trading address is Unit 7, Botany Business Park, Lower Macclesfield Road, Whaley Bridge, High Peak, SK23 7DQ. The Joint Administrators are: Simon Farr (IP No. 27496) Martyn Rickels (IP No. 28830) David Hinrichsen (IP No. 26790) FRP Advisory Trading Limited 4th Floor, Abbey House 32 Booth Street Manchester M2 4AB For further details, contact: The Joint Administrators Tel No: 0161 833 3344 Alternative contact: Jason Sparrow Email: cp.manchester@frpadvisory.com TUPLE MIDCO 2: Fitch Corrects Jan. 6 Ratings Release ---------------------------------------------------- Fitch Ratings issued a correction on a January 6, 2026 release on Tuple Midco 2 Limited. It corrects the rating actions list to show that Tuple Bidco Limited is a borrower under the revolving credit facility, Tuple Debtco Limited is a borrower under the euro-denominated term loan B and the revolving credit facility, and Tuple US Bidco LLC is a borrower under the US dollar-denominated term loan B and the revolving credit facility, rather than Tuple Midco 2 Limited. There are no changes to the ratings assigned to the senior secured debt or Tuple Midco 2 Limited. The amended release is as follows: Fitch Ratings has assigned Tuple Midco 2 Limited (TCM) a Long-Term Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. Fitch has also assigned a senior secured instrument rating at 'BB-(EXP)'/'RR3' to TCM's expected euro and US dollar-denominated USD1,200 million equivalent term loans B (TLB). The TLB will be used to partly finance the acquisition of TCM by Apax Partners and related transaction fees, taxes and separation costs as well as USD30 million cash overfunding. The final debt ratings are contingent upon execution of the transaction and separation on terms conforming to what has been presented to Fitch. TCM's ratings reflect a robust B2B software business model, strong recurring revenue with low churn and high profitability that supports deleveraging capacity. Opening leverage is high, at 6.2x in FY26 (financial year ending May 2026), but TCM has good capacity to reduce this to below 5.5x by FYE28, reflecting manageable carve-out execution risks. Key Rating Drivers Niche Leadership Offsets Scale Limitation: TCM has an estimated 10% overall market share in the treasury risk management space and benefits from leading positions in niche front- to back-office software, particularly for Tier 3+ banks (number one) and a strong contender for Tier 1 and 2 banks. This counteracts its small scale compared with more global software peers and exposure to a single main end-market, which creates some concentration risk to the financial sector. TCM also has limited customer concentration (no client above 3% of revenue; top five 12%) and a well-balanced customer base by bank tier and geography. Carve-out Has Execution Risks: Transitioning complexities and potential operational disruptions may affect the timing and cost of the separation, which will be scrutinised throughout the first reported financials for FY26. This is reflected in conservative EBITDA margin progression. The proposed carve-out benefits from strong mitigating factors, including a business unit run as a standalone unit for the past three years, structured transition services agreements running for 12-18 months and an established and loyal customer base with limited commingled contracts with legacy Finastra (under 15% of revenue). However, these measures do not fully eliminate execution risk. Highly Recurring Revenue: TCM's subscription-based-revenue model is largely recurring (92% of total revenue), with retention rates averaging 95% over 2022-2025, which is at the top of its peer group. Together with 20 years average customer tenure, this evidences the mission-critical nature of TCM's products. Contract length is usually five-to-seven years, but about USD10 million of revenue is up for renewal each quarter with well-identified residual churn risk. This results in a highly predictable operating profile. Strong Cash Flow Generation: Fitch expects free cash flow (FCF) margins of 33% in 2026 and 19% in 2027 (including one-off costs related to the separation and discretionary research and development) and remain at a high level of around 30% from 2028 once these extraordinary costs abate. TCM's strong EBITDA to FCF conversion is supported by a high EBITDA margin, supportive working capital profile and limited capex requirement. High Opening Leverage; Deleveraging Capacity: Fitch expects TCM's Fitch-defined EBITDA to reach USD193 million in 2026 translating to a 52.6% margin (including capitalised research and development costs as opex). After two years of a relatively higher cost base following the carve-out, Fitch expects revenue growth and cost efficiencies to gradually support margin expansion to above 55% by 2029. Opening leverage will be 6.2x in 2026, but improved EBITDA and strong FCF generation will support organic deleveraging to below 5.5x by FYE28. Positive Growth Outlook: Fitch expects recurring revenue growth of mid-single digits each year, broadly in line with the B2B software market. Upselling and price indexation for the existing customer base should allow at least mid-single digit revenue expansion. Greater emphasis on finding new customers and AI-driven functional upsell and internal efficiencies may provide further upside potential. Client stickiness and high switching cost lead to strong bargaining power, plus a large share of contracts include price indexation clauses providing repricing optionality. Price indexation accounted for roughly 3% of 2023-2025 7.5% contracted annual recurring revenue growth. Financial Policy Prioritises Investments: Fitch expects voluntary debt reduction to be limited, with private-equity ownership likely to prioritise reinvestment and cash-funded bolt-on acquisitions over accelerated deleveraging. Further actions, such as debt-funded dividends or sizeable debt-financed acquisitions (not anticipated), leading to high leverage on a sustained basis could lead to negative rating action. Peer Analysis TCM has a recurring revenue base and retention rate at the higher end of B2B software peers such as Cedacri S.p.A. (B/Stable), Teamsystem S.p.A. (B/Stable) or Unit4 Group Holding B.V. (B/Stable). It has similar recurring revenues to leading cybersecurity peers like Darktrace Finco US LLC (B/Stable) or Sophos Intermediate I Limited (B/Stable), but a much higher margin and EBITDA to FCF conversion and far less competitive intensity, reflecting mission-critical, embedded workflows and high switching costs. The rating is constrained by TCM's smaller size and narrower end-market diversification compared with peers, but these factors are mitigated by strong revenue visibility and customer stickiness. Fitch’s Key Rating-Case Assumptions - Mid-single digit recurring annual revenue growth by FY29 supported largely by upselling and indexation - EBITDA margin of 53.9% in 2025, gradually improving to 55.5% by FY29 - Capitalised research and development averaging about 9.5% of revenue and treated as opex - Sustained limited capex below 1% of revenue - Positive working capital flows totaling 2.5% of revenue - Carve-out related separation costs and discretionary research and development estimated by Fitch at USD30 million (incorporating USD5 million contingency) in FY26 and FY27 included within FCF - No material debt-funded acquisitions or dividend distributions Recovery Analysis The recovery analysis assumes that TCM would be reorganised as a going-concern in bankruptcy rather than liquidated. Fitch estimates a going concern EBITDA of USD150 million after adjusting for capitalised research and development costs. This reflects potential revenue and EBITDA pressures in TCM's core business, and an inability to sustain the current post carve-out cost structure. The highly recurring nature of the business and its limited single customer concentration offset some of these pressures. Fitch assumes a 6.5x enterprise valuation (EV) multiple, which aligns with the higher end of the multiple applied for rated peers and above the median Technology, Media, and Telecommunications distressed EV to EBITDA ratio of 5.9x. Its recovery analysis includes TCM's USD1,200 million senior secured TLB and USD250 million senior secured revolving credit facility. The debt waterfall analysis results in expected recoveries for the senior secured debt consistent with a Recovery Rating of 'RR3', leading to a 'BB-(EXP)' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A weakening market position, underscored by slowing revenue growth or increasing customer churn - Material EBITDA margin compression or more aggressive capital allocation driving EBITDA leverage above 5.5x on a sustained basis beyond 2028 - Cash flow from operations -capex/total debt turning below 7% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Solid EBITDA margin progression, increased diversification and scale, together with evidence of a strong commitment to deleveraging resulting in EBITDA leverage below 4.0x on a sustained basis - Cash flow from operations - capex/total debt above 12% Liquidity and Debt Structure Fitch estimates that after the separation TCM will have a cash balance of about USD24 million in FYE26. Fitch expects positive FCF over FY26-FY28 to contribute to increasing cash balances. The company will also have access to a committed USD250 million revolving credit facility, which Fitch expects to remain undrawn. Fitch does not currently model meaningful M&A, but TCM will retain some flexibility, at the 'B+' rating, to pursue inorganic expansion opportunities beyond 2028 or look at broader capital allocation priorities assuming these actions would not derail leverage from its current expectations. Once the contemplated financing completes, there will be no meaningful debt maturities until at least 2032. Issuer Profile TCM is a global provider of financial services software in areas such as lending (mortgages, consumer, commercial), retail banking, payments and treasury. RATING ACTIONS Entity/Debt Rating Recovery ----------- ------ -------- Tuple Bidco Limited senior secured LT BB-(EXP)Expected Rating RR3 Tuple Midco 2 Limited LT IDR B+ New Rating Tuple US Bidco LLC senior secured LT BB-(EXP)Expected Rating RR3 senior secured LT BB-(EXP)Expected Rating RR3 Tuple Debtco Limited senior secured LT BB-(EXP)Expected Rating RR3 VOYAGE BIDCO: S&P Withdraws 'B' LongTerm Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings withdrew its 'B' long-term issuer credit rating on U.K.-based health care services provider Voyage Bidco Ltd., at the issuer's request. The outlook was stable at the time of the withdrawal. At the same time, S&P withdrew its 'B+' issue rating on Voyage's GBP250 million senior secured term loan due February 2027, and its 'BB' rating on the GBP50 million senior secured revolving credit facility due November 2026. The ratings withdrawal follows the repayment of the above facilities. WD FF LIMITED: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed WD FF Limited's Long-Term Issuer Default Rating at 'B' with a Stable Outlook and its senior secured rating at 'B+' with a Recovery Rating of 'RR3'. These action follows the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The company's ratings and Outlook are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (b+, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (bb, Moderate), Financial Structure (b, Moderate), and Financial Flexibility (b, Higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch(es). - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Iceland Bondco PLC senior secured LT B+ Affirmed RR3 B+ WD FF Limited LT IDR B Affirmed B ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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