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260219.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Thursday, February 19, 2026, Vol. 27, No. 36 Headlines F R A N C E [] Fitch Affirms Ratings on Three EMEA Bldg Products Companies I R E L A N D EUROMAX V ABS: Fitch Lowers Rating on Class A2 Notes to 'BB-sf' N E T H E R L A N D S DARLING GLOBAL: Fitch Affirms BB+ Senior Unsecured Rating S W I T Z E R L A N D TRANSOCEAN LTD: Agrees to Acquire Valaris in $5.8B All-Stock Merger T U R K E Y ANADOLU SIGORTA: Fitch Alters Ratings Outlook to Positive U N I T E D K I N G D O M A.L.N. CARPENTRY: Exigen Group Named as Administrators CRENOON LIMITED: Currie Young Named as Administrators MARKET PARENT: Fitch Alters Outlook on 'B' LongTerm IDR to Stable ORIFLAME INVESTMENT: Fitch Affirms CCC IDR & Then Withdraws Rating PAN MARKETING: Kreston Reeves Named as Administrators SENAPT ASSETS: FTS Recovery Named as Administrators SPARK MEDICAL: RSM UK Named as Administrators THREE SIXTY: Leonard Curtis Named as Administrators TROJAN ENERGY: Interpath Advisory Named as Administrators WESTMONT SYSTEMS: Anderson Anderson Named as Administrators X X X X X X X X [] Fitch Affirms Ratings on 3 EMEA Bldg Product Distribution Cos. [] Fitch Affirms Ratings on Four EMEA Packaged Food Companies - - - - - =========== F R A N C E =========== [] Fitch Affirms Ratings on Three EMEA Bldg Products Companies -------------------------------------------------------------- Fitch Ratings has affirmed three EMEA building products companies' ratings and maintained a fourth (Victoria Plc) on Rating Watch Negative: 1. Kingspan Group Plc 2. Tarkett Participation 3. Hestiafloor 2 (Gerflor) 4. Victoria Plc These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. Corporate Rating Tool Inputs and Scores Kingspan Group Plc 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 (bbb, Lower), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bbb, Moderate), Profitability (bbb+, Moderate), Financial Structure (a-, Moderate), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 30% weight for the forecast year 2025, 30% for the forecast year 2026, 20% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb'. Tarkett Participation Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb+, Lower), Profitability (b+, Higher), Financial Structure (b+, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b+'. Hestiafloor 2 (Gerflor) Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb, Lower), Profitability (bbb-, Moderate), Financial Structure (b, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 30% weight for the forecast year 2025, 30% for the forecast year 2026, 20% for the forecast year 2027 and 20% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b+'. Victoria Plc Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (b+, Moderate), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (b, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (b+, Moderate), Profitability (b-, Moderate), Financial Structure (ccc-, Higher), and Financial Flexibility (b-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 30% for the forecast year 2025, 30% for the forecast year 2026 and 30% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'ccc'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Hestiafloor 2 LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Victoria PLC LT IDR CCC Rating Watch CCC Maintained senior secured LT CC Rating Watch RR6 CC Maintained senior secured LT CCC+ Rating Watch RR3 CCC+ Maintained Tarkett Participation LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Kingspan Group Plc LT IDR BBB Affirmed BBB Kingspan Securities (Ireland) DAC senior unsecured LT BBB Affirmed BBB ============= I R E L A N D ============= EUROMAX V ABS: Fitch Lowers Rating on Class A2 Notes to 'BB-sf' --------------------------------------------------------------- Fitch Ratings has downgraded Euromax V ABS PLC's class A2 notes to 'BB-sf' from 'BBsf' and affirmed the rest as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Euromax V ABS PLC A2 XS0274616381 LT BB-sf Downgrade BBsf A3 XS0274616977 LT CCsf Affirmed CCsf A4 XS0274617439 LT Csf Affirmed Csf B1 XS0274617603 LT Csf Affirmed Csf B2 XS0274617942 LT Csf Affirmed Csf Transaction Summary Euromax V ABS PLC is a securitisation of mainly European structured finance securities that closed in 2006. KEY RATING DRIVERS Deteriorating Performance, Principal Covers Interest: According to the January trustee report, the average credit quality of the performing portfolio is now 29.4, up from 16.1 in January 2025, signalling a deterioration in credit quality. The class A2 notes' collateralisation now depends on EUROSAIL 2006-1X PLC D1A notes, which were downgraded to 'BB-sf' from 'Asf' at the last review dated February 2025. The sum of the principal amounts of assets rated 'BBsf' and above is now EUR4.35 million, which is less than the class A2 tranche notional of EUR4.69 million. The downgraded bond resulted in a total notional of assets rated 'BB-sf' or higher at EUR10.4 million, providing 2.2x cover for the senior rated notes. However, according to the January 2026 trustee report, EUR30,000 of principal collections was used to pay class A3 interest, which must be paid before principal payments on the class A2 notes, in turn weighing on the transaction. Reducing Credit Enhancement: The only notable change in the portfolio composition since the last review is a reduction in total assets to EUR24.9 million, from EUR32.7 million, driven by the write-off of three defaulted assets (TMAN 7 F, B-Note: Tiden, DECO 9-E3X G). Credit enhancement has reduced year-on-year to 81.2% from 85.2%, according to Fitch calculations. Increased Correlation Impact: The top 10 obligor concentration among performing assets is at 100% while the largest issuer now comprises 58% of the performing portfolio, up from 37.9% at the last review, according to Fitch calculations. Geographic and Asset Concentration: There has only been partial amortisation of three the assets since February 2025, and according to the latest trustee report, assets rated 'CCCsf' and above comprise exclusively Dutch and UK RMBS assets. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than assumed due to unexpectedly high levels of defaults and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The senior class notes could be upgraded if portfolio credit quality and deal performance outperforms its expectations, and amortisation leads to higher credit enhancement and excess spread available to cover losses on the remaining portfolio. Upgrades for the tranches rated 'CCsf' or below are currently not expected, because these notes are showing negative credit enhancement. 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 Euromax V ABS PLC Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool[s] and the transaction[s]. 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. Fitch did not undertake a review of the information provided about the underlying asset pool[s] ahead of the transaction's [Euromax V ABS PLC] initial closing. The subsequent performance of the transaction[s] over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. 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 Euromax V ABS PLC. 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. ===================== N E T H E R L A N D S ===================== DARLING GLOBAL: Fitch Affirms BB+ Senior Unsecured Rating --------------------------------------------------------- Fitch Ratings has affirmed the ratings for eight North American protein and agricultural processing companies and their related subsidiaries: 1. Archer Daniels Midland Company 2. Bunge Global SA, Bunge Limited Finance Corp., Koninklijke Bunge B.V. and Bunge Finance Europe B.V. 3. Darling Ingredients, Inc. 4. Ingredion Incorporated 5. Primary Products Investments LLC and Primary Products Finance LLC 6. Smithfield Foods, Inc. 7. Tyson Foods, Inc. 8. Wayne-Sanderson Farms LLC These actions follow the update of Fitch's "Corporate Rating Criteria" and the "Sector Navigators Addendum to the Corporate Rating Criteria" on Jan. 9, 2026. The companies' ratings and Outlooks 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): Archer Daniels Midland Company - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a, Moderate), Market and Competitive Positioning (a, Higher), Diversification and Asset Quality (a-, Moderate), Company Operational Characteristics (a, Moderate), Profitability (a, Moderate), Financial Structure (a, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'a'. To derive the IDR: - No adjustments made to the SCP, resulting in an IDR of 'A'. Bunge Global SA, Bunge Limited Finance Corp., Koninklijke Bunge B.V. and Bunge Finance Europe B.V. - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a, Moderate), Market & Competitive Positioning (a, Higher), Diversification and Asset Quality (a-, Moderate), Company Operational Characteristics (a, Moderate), Profitability (bbb+, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026, 40% for the forecast year 2027 and 40% for the forecast year 2028. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'a' results in no adjustment. - The SCP is 'bbb+'. To derive the IDR: - Application of Fitch's Parent Subsidiary Linkage Considerations Rating Criteria results in a(n) consolidated approach. - No adjustments made to the SCP, resulting in an IDR of 'BBB+' Darling Ingredients, Inc. and Darling Global Finance B.V. - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bb+, Higher), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb-, Moderate), Profitability (bb, Moderate), Financial Structure (bbb-, Moderate), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb+'. To derive the IDR: - Application of Fitch's Parent Subsidiary Linkage Considerations Rating Criteria results in a consolidated approach. - No adjustments made to SCP resulting in an IDR of 'BB+' Ingredion Incorporated - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bbb, Higher), Diversification and Asset Quality (bbb-, Higher), Company Operational Characteristics (bbb-, Moderate), Profitability (bbb+, Moderate), Financial Structure (a+, Moderate), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026, 40% for the forecast year 2027 and 40% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bbb'. To derive the IDR: - No adjustments made to the SCP, resulting in an IDR of 'BBB' Primary Products Investments LLC and Primary Products Finance LLC - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb-, Moderate), Market & Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (b+, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bb-, Moderate), Financial Structure (bb, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026 (ending March 2026), 40% for the forecast year 2027 and 40% for the forecast year 2028. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'aa-' results in no adjustment. - The SCP is 'bb'. To derive the IDR: - No adjustments made to the SCP, resulting in an IDR of 'BB' Smithfield Foods, Inc. - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Moderate), Market & Competitive Positioning (bbb, Higher), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bbb, Moderate), Profitability (bb+, Moderate), Financial Structure (bbb+, Moderate), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. To derive the IDR: - Application of Fitch's Parent Subsidiary Linkage Considerations Rating Criteria results in a bottom up +1 approach. Tyson Foods, Inc. - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bbb, Higher), Diversification and Asset Quality (bbb, Higher), Company Operational Characteristics (bbb, Moderate), Profitability (bbb-, Moderate), Financial Structure (bbb+, Moderate), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for fiscal 2025 (ended September 2025), 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb'. To derive the IDR: - Application of Fitch's Parent Subsidiary Linkage Rating Criteria results in an equalized approach. Wayne-Sanderson Farms LLC - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bb+, Moderate), Market & Competitive Positioning (bb, Moderate), Diversification and Asset Quality (b+, Higher), Company Operational Characteristics (bbb-, Moderate), Profitability (bb, Higher), Financial Structure (bbb+, Moderate), and Financial Flexibility (bbb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for fiscal 2025 (ended March 2025), 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'aa-' results in no adjustment. - The SCP is 'bb'. To derive the IDR: No adjustments made to the SCP, resulting in an IDR of 'BB' Recovery Analysis Fitch has assigned Recovery Ratings (RRs) to the various debt tranches in accordance with its criteria, which allows for the assignment of RRs for issuers with IDRs in the 'BB' category. Given the distance to default, RRs in the 'BB' category are not computed by bespoke analysis. Instead, they serve as a label to reflect an estimate of the risk of these instruments relative to other instruments in the entity's capital structure. Wayne-Sanderson Farms LLC Fitch assigned a 'BBB-' with a Recovery Rating of 'RR1' to the company's senior secured first lien credit facilities (including revolver and term loans) notched up two from the IDR. Darling Ingredients, Inc. and Darling Global Finance B.V. Fitch assigned a 'BB+' with a Recovery Rating of 'RR4' to the unsecured bonds, in line with the company's IDR. Primary Products Investments LLC and Primary Products Finance LLC Fitch assigned a 'BBB-' with a Recovery Rating of 'RR1' to the asset-based revolving credit facility (ABL) and 'BB+ with a Recovery Rating of 'RR2' to the senior secured first lien revolver and term loan. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Bunge Global SA LT IDR BBB+ Affirmed BBB+ Ingredion Incorporated LT IDR BBB Affirmed BBB ST IDR F2 Affirmed F2 senior unsecured LT BBB Affirmed BBB senior unsecured ST F2 Affirmed F2 Primary Products Finance LLC LT IDR BB Affirmed BB senior secured LT BBB- Affirmed RR1 BBB- senior secured LT BB+ Affirmed RR2 BB+ Bunge Limited Finance Corp. ST IDR F2 Affirmed F2 senior unsecured LT BBB+ Affirmed BBB+ senior unsecured ST F2 Affirmed F2 Wayne-Sanderson Farms LLC LT IDR BB Affirmed BB senior secured LT BBB- Affirmed RR1 BBB- Smithfield Foods, Inc. LT IDR BBB Affirmed BBB ST IDR F2 Affirmed F2 senior unsecured LT BBB Affirmed BBB senior unsecured ST F2 Affirmed F2 Bunge Finance Europe B.V. senior unsecured LT BBB+ Affirmed BBB+ Darling Ingredients, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ Koninklijke Bunge B.V. LT IDR BBB+ Affirmed BBB+ Tyson Foods, Inc. LT IDR BBB Affirmed BBB ST IDR F2 Affirmed F2 senior unsecured LT BBB Affirmed BBB senior unsecured ST F2 Affirmed F2 Primary Products Investments LLC LT IDR BB Affirmed BB Archer Daniels Midland Company LT IDR A Affirmed A ST IDR F1 Affirmed F1 senior unsecured LT A Affirmed A senior unsecured ST F1 Affirmed F1 Darling Global Finance B.V. senior unsecured LT BB+ Affirmed BB+ The Hillshire Brands Company LT IDR BBB Affirmed BBB senior unsecured LT BBB Affirmed BBB ===================== S W I T Z E R L A N D ===================== TRANSOCEAN LTD: Agrees to Acquire Valaris in $5.8B All-Stock Merger ------------------------------------------------------------------- Transocean Ltd. disclosed in a regulatory filing that the Company and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, entered into a Business Combination Agreement providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, Transocean will acquire all the issued and outstanding common shares, par value $0.01 each, of Valaris in exchange for shares of Transocean, par value $0.10 each, at an exchange ratio of 15.235 Transocean Shares for each Valaris Share. The Business Combination will be effected by way of a court-approved scheme of arrangement between Valaris and the holders of the Valaris Shares pursuant to section 99 of the Companies Act 1981 of Bermuda, as amended, on the terms set out the Scheme Document. The Transocean Shares are expected to be issued in reliance on the exemption from the registration requirements of the United States Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and pursuant to exemptions from registration under any applicable state securities laws. Following the consummation of the Business Combination, Transocean's existing shareholders and Valaris' existing shareholders will own approximately 53% and 47%, respectively, of the combined company. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, at the time on which the order of the Supreme Court of Bermuda providing for its sanction of the Scheme of Arrangement is filed with the Registrar of Companies of Bermuda, the Business Combination will become effective and Valaris will become a subsidiary of Transocean. The board of directors of each Party unanimously approved and declared advisable the Agreement and the transactions contemplated thereby, including the Business Combination. Valaris Shares; Valaris Warrants Pursuant to the Agreement, and on the terms and subject to the conditions thereof, at the Effective Time, each Valaris Share issued and outstanding immediately prior to the Effective Time (other than the Valaris Shares referenced in the next sentence) will be entitled to receive: (a) a number of Transocean Shares equal to the Exchange Ratio and (b) any cash in lieu of fractional Transocean Shares. Each Valaris Share that is owned by: (a) Valaris as treasury shares or owned by any Valaris Subsidiary or (b) Transocean or any Transocean Subsidiary, in each case, immediately prior to the Effective Time, will be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, at the Effective Time, each warrant of Valaris issued pursuant to that certain Warrant Agreement, dated as of April 30, 2021, among Valaris, Computershare, Inc. and Computershare Trust Company, N.A. that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Post-Closing Board of Directors Pursuant to the Agreement, and on the terms and subject to the conditions thereof, following the consummation of the Business Combination and approval by the majority of the votes cast of Transocean Shares Transocean's board of directors will include two current Valaris directors identified by Valaris and reasonably acceptable to Transocean. Treatment of Valaris Equity Awards The Agreement provides that, subject to limited exceptions, each Valaris restricted stock unit that is outstanding immediately prior to the date of the Agreement will: (i) vest at the Effective Time; (ii) be automatically converted into the right to receive a number of Transocean Shares equal to the product of: (x) the number of Valaris Shares subject to such Valaris RSU multiplied by (y) the Exchange Ratio, reduced by the number of Transocean Shares to satisfy any tax withholding obligations associated with the settlement of such Valaris RSU, rounded to the nearest whole share; and (iii) except with respect to the rights of each holder set forth in clause (ii), automatically be canceled, retired and shall cease to exist. Subject to limited exceptions, each Valaris performance-based restricted stock unit that is outstanding immediately prior to the Agreement Date shall: (i) vest at the Effective Time with the number of Valaris Shares earned under such Valaris PSU being based on the actual achievement of the applicable performance goals as of the Effective Time; (ii) be converted automatically into the right to receive a number of Transocean Shares equal to the product of: (x) the number of Valaris Shares earned pursuant to clause (i) above multiplied by (y) the Exchange Ratio, reduced by the number of Transocean Shares to satisfy any tax withholding obligations associated with the settlement of such Valaris PSU, and rounded to the nearest whole share; and (iii) except with respect to the rights of each holder set forth in clause (ii), automatically be canceled, retired and shall cease to exist. As of the Effective Time, each Valaris RSU and Valaris PSU, that is granted after the Agreement Date and outstanding immediately prior to the Effective Time, shall be assumed by Transocean and converted into a Transocean time-based equity award. Each Transocean time-based equity award converted from a Valaris PSU will cover a number of Transocean Shares equal to the product of: (i) the target number of Valaris Shares subject to such Valaris PSU; and (ii) the Exchange Ratio, rounded to the nearest whole number of Transocean Shares. Conditions to the Business Combination The Parties' respective obligations to complete the Business Combination are subject to the satisfaction or waiver of certain customary conditions set forth in the Agreement, including, but not limited to: (i) the receipt of the requisite approvals of the Valaris Shareholders and the Transocean Shareholders, (ii) the granting of the Sanction Order on terms consistent with the Agreement, (iii) the Transocean shares issued pursuant to the Agreement having been approved for listing on the NYSE, (iv) certain regulatory approvals having been obtained or any applicable waiting period having expired or been terminated, (v) no governmental authority within applicable jurisdictions having enacted or issued any law or order preventing or prohibiting the consummation of the Business Combination and (vi) the absence of a Transocean Material Adverse Effect or a Valaris Material Adverse Effect. Regulatory Efforts Each Party has agreed to use its respective reasonable best efforts to promptly take all actions necessary, proper or advisable to obtain regulatory approvals as soon as reasonably practicable, including by making all necessary filings with appropriate Governmental Authorities, responding as soon as reasonably practicable to any requests for information or meetings by Governmental Authorities, and defending any antitrust lawsuits or proceedings challenging the transactions; provided, however, that Transocean shall not be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner to the extent that such obligations or restrictions would result in a material adverse effect on either Party, in each case, subject to the terms of the Agreement. Termination and Fees The Agreement also contains certain customary termination rights in favor of each Party, including for the failure to receive the requisite approvals of the Valaris Shareholders and Transocean Shareholder. In addition, a Party may terminate the Agreement, prior to the receipt of the requisite approval of the other Party's shareholders, if the other Party shall have made an Adverse Recommendation Change. In addition, either Valaris or Transocean may terminate the Agreement if the Effective Time shall not have occurred on or prior to February 9, 2027 (as such date may be extended in accordance with the terms of the Agreement). In connection with a termination of the Agreement under specified circumstances, including if the Agreement is terminated by Transocean for Valaris having made an Adverse Recommendation Change, or certain other triggering events, Transocean will be required to pay to Valaris a termination fee of $195 million. In addition, if the Agreement is terminated under specified circumstances, including if the Agreement is terminated by Valaris for Transocean having made an Adverse Recommendation Change, or for certain other triggering events, Valaris will be required to pay to Transocean a termination fee of $173 million. In other specified circumstances where the Agreement is terminated following the failure to obtain the requisite shareholder approval and the above referenced termination fee is not otherwise payable by the Party that failed to obtain such shareholder approval, the Party whose shareholders failed to approve the transactions contemplated by the Agreement will be required to pay the other Party up to, in the case of a payment by Transocean, $65 million, and in the case of Valaris, $58 million, as reimbursement for the other Party's reasonable and documented fees and expenses in connection with the Agreement. No Solicitation The Agreement further provides that, from the date of the Agreement, each of Transocean and Valaris will be subject to certain restrictions on its ability to solicit an alternative Acquisition Proposal from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative Acquisition Proposals, subject to customary exceptions. Each Party is required to call a meeting of its shareholders to obtain the required approval of such Party's shareholders described above and, subject to certain exceptions, to recommend that their respective shareholders approve such proposals. Neither Party has the ability to terminate to accept a Superior Proposal. Representations, Warranties and Covenants The Agreement contains customary representations, warranties and covenants for a transaction of this nature, including, among others, covenants obligating each Party to continue to conduct their respective businesses in the ordinary course, to cooperate in seeking regulatory approvals and not to engage in certain specified transactions or activities without the prior consent of the other Party. A full text copy of the Agreement is available at https://tinyurl.com/ypsew67k. Support Agreements In connection with the execution of the Agreement, on February 9, 2026, (a) certain shareholders of Valaris holding in the aggregate approximately 18% of Valaris Shares outstanding, entered into a Support Agreement with Transocean and (b) certain shareholders of Transocean holding in the aggregate approximately 9% of Transocean Shares outstanding, entered into a Support Agreement with Valaris. The Support Agreements provide, on the terms and subject to the conditions thereof, that each Supporting Shareholder will vote the shares owned by such Supporting Shareholder at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. "This transaction creates a very attractive investment in the offshore drilling industry, differentiated by the best fleet, proven people, leading technologies, and unequalled customer service," said Keelan Adamson, Transocean President and Chief Executive Officer. "The powerful combination is well-timed to capitalize on an emerging, multi-year offshore drilling upcycle. Investors and our global customers will benefit from our expanded fleet of best-in-class, high-specification rigs. We have identified more than $200 million in cost synergies that will complement our ongoing efforts to safely lower costs. The strong pro forma cash flow enables us to accelerate debt reduction, resulting in an expected leverage ratio of about 1.5x within 24 months of the transaction closing." About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business, with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. As of September 30, 2025, the Company had $16.17 billion in total assets, $2.24 billion in total current liabilities, $5.86 billion in total long-term liabilities, and $8.08 billion in total equity. * * * Egan-Jones Ratings Company on January 21, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. In October 2025, S&P Global Ratings revised its outlook on offshore drilling contractor Transocean Ltd. to stable from negative and affirmed all its ratings on the company, including the 'CCC+' Company credit rating. =========== T U R K E Y =========== ANADOLU SIGORTA: Fitch Alters Ratings Outlook to Positive --------------------------------------------------------- Fitch Ratings has revised Anadolu Anonim Turk Sigorta Sirketi's (Anadolu Sigorta) Outlook to Positive from Stable, while affirming its Insurer Financial Strength (IFS) Rating at 'BB'. The revision of the Outlook on Anadolu Sigorta's IFS Rating follows Fitch's similar action on the Outlook of Turkiye's Long-Term Foreign-Currency Issuer Default Rating (IDR; see 'Fitch Revises Turkiye's Outlook to Positive; Affirms at 'BB-'', dated 23 January 2026). The sovereign's credit quality directly affects its assessment of Anadolu Sigorta's investment risk. The IFS Rating of Anadolu Sigorta continues to reflect its very strong position in the country, adequate capitalisation and profitability, offset by its high exposure to Turkish financial assets. Key Rating Drivers Improving, High Investment Risk: The Outlook revisions on Türkiye and domestic banks to Positive support its view of Anadolu Sigorta's improving investment and asset risks, given its portfolio's substantially exposure to sovereign and local bank credit risks. Cash and Turkish bank deposits represented 35% of invested assets at end-2025, while government bonds accounted for another 28%. The risky-asset ratio weakened to 175% at end-2025 from 158% at end-2024 due to increased allocations to government bonds exposure but was still better than 213% at end-2023. Good Capitalisation: Its view of the company's capitalisation is underpinned by its local regulatory solvency ratio at well above the 100% minimum at end-2025 and end-2024, and by Fitch's Prism Global score of 'Adequate' at end-2024 and end-2023. Fitch expects the Prism score to have remained unchanged at end-2025, supported by strong profitability. Improving Profitability: Return on equity was 34% in 2025 (47% in 2024) and remained above inflation (31% in 2025; 44% in 2024). Strong investment returns more than offset continued underwriting losses, as reflected in a combined ratio of 108% in 2025 (104% in 2024). Financial performance had improved substantially since 2023. Leading Turkish Insurer: Anadolu Sigorta remains a leading insurer in Turkiye's highly competitive insurance sector. It was the country's third-largest non-life insurer at end-2025, with a market share of about 9%. Fitch expects Anadolu Sigorta's strong competitive positioning to support the resilience of its credit profile against the challenges posed by the Turkish economy and its operating environment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The Outlook could be revised to Stable if the Outlooks on Turkiye's Long-Term Local-Currency (LTLC) IDR and on major Turkish banks are revised to Stable - A downgrade of Turkiye's LTLC IDR or major Turkish banks' ratings, leading to material deterioration in the company's investment quality Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of Turkiye's LTLC IDR or major Turkish banks' ratings leading to material improvement in the company's asset and investment risk ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Anadolu Anonim Turk Sigorta Sirketi LT IFS BB Affirmed BB =========================== U N I T E D K I N G D O M =========================== A.L.N. CARPENTRY: Exigen Group Named as Administrators ------------------------------------------------------ A.L.N. Carpentry & Joinery Ltd was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List, Court Number CR-2026-000912. David Kemp and Richard Hunt of Exigen Group Limited were appointed as joint administrators on February 6, 2026. The company's businesses includes building completion and finishing, buying and selling of own real estate, and other letting and operating of own or leased real estate. The company's registered office is at Warehouse W, 3 Western Gateway, Royal Victoria Docks, London, E16 1BD, and its principal trading address is Suite 14, 8 Lyndon House, Kings Court, Newmarket, England, CB8 7SG. The joint administrators can be reached at: David Kemp (IP No. 24510) Richard Hunt (IP No. 21772) Exigen Group Limited Warehouse W, 3 Western Gateway London, E16 1BD For further details, contact: David Kemp Tel: 0207 538 2222 CRENOON LIMITED: Currie Young Named as Administrators ----------------------------------------------------- Crenoon Limited, trading as Afford Rent a Car, was placed into administration in the High Court of Justice, Business and Property Courts in Birmingham, Insolvency and Companies List (Ch D), Case No. 000038 of 2026. Steven John Currie and Sophie Leigh Murcott of Currie Young Limited were appointed as joint administrators on February 5, 2026. The company engaged in the renting and leasing of cars. The company's registered office and principal trading address is at Royal Oak Garage, City Road, Fenton, ST4 2PX. The joint administrators can be reached at: Steven John Currie (IP No. 9675) Sophie Leigh Murcott (IP No. 30510) Currie Young Limited Riverside 2, No.3, Campbell Road Stoke on Trent, ST4 4RJ For further details, contact: Steven Currie Telephone: 01782 394500 Email: sjc@currieyoung.com MARKET PARENT: Fitch Alters Outlook on 'B' LongTerm IDR to Stable ----------------------------------------------------------------- Fitch Ratings has revised Market Holdco 3 Limited's (Morrisons) Outlook to Stable from Positive and affirmed the Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook revision reflects a slight decline in EBITDAR for FY25 (year-end October 2025) and its updated view on limited profitability improvement in 2026-2028 in a highly competitive food retail environment in the UK and upward pressure on operating costs, leading to more modest leverage improvements than previously anticipated. The IDR reflects high leverage balanced by vertical integration, well-invested stores, channel diversification and cash-generation capabilities. Its Stable Outlook reflects its expectation of stable to mildly improving profitability margin and leverage remaining within its sensitivities over the rating horizon, as cost reduction, the recent restructuring of underperforming convenience stores and bakery business, plus a continued increase of wholesale business largely mitigate anticipated cost inflation. Key Rating Drivers Lowered Profits, Deleveraging More Limited: Morrisons' FY25 EBITDAR was slightly lower than its expectation of a modest increase. In addition, Fitch now anticipates EBITDAR margin to remain below the FY24 level following continuing labour cost and business rate increases. The lower profitability no longer supports EBITDAR deleveraging aligned with a higher rating, despite its unchanged expectation of low single digit like-for-like (lfl) revenue growth. This underlines its Outlook revision. Fitch estimates EBITDAR leverage to have remained unchanged at 6.6x in FYE25 versus 6.3x under its previous rating case. Fitch still expects it to reduce in subsequent periods to 6.2x by FY28 due to earnings growth. However, Fitch sees execution risk to earnings growth, given the highly competitive UK market, but its projection of comfortable headroom to the rating supports a Stable Outlook. Resilient Margin: Fitch expects Morrisons' profit margin to recover modestly from FY26, supported by revenue growth, delivery of cost savings and the maturation of its convenience and wholesale channels. The management's GBP1 billion cost-reduction programme remains a key lever, with GBP155 million still to be delivered, helping to offset ongoing cost inflation. Additional upside could come from improved manufacturing efficiencies, increased third-party sales and growth in retail media. Negligible Market Share Reduction: Morrisons is one of the leading food retailers in the competitive UK market, with a strong brand and scale. Since 2025, its market share has declined only slightly to 8.4% from 8.5%, compared with its overall 0.5% decline over 2023-2024. Price-match initiatives and the expansion of the premium own-label range have helped the company to remain relevant across value-to-premium customer segments. Morrisons is more food-focussed than some of its close peers and its integration into its own food manufacturing, which accounts for 50% of the fresh food it sells, helps it manage its profitability. Inflation Supports LFL Sales Growth: Morrisons has continued to report lfl sales growth, supported by a focussed strategy under its new CEO. It slowed in 1QFY25 due to a cyber-attack at one of its suppliers but recovered in the following quarters, leading to an overall 2.8% lfl rise in FY25. Further, 3.4% lfl growth in the run-up to the Christmas period provided a good start for FY26. Fitch continues to expect revenue growth in FY26 to be supported by food price inflation, despite intensified competition in the UK grocery market and growth of its wholesale operations. Limited/Neutral Free Cash Flow: Fitch forecasts average annual positive free cash flow (FCF) of GBP25 million to GBP50 million for FY26-FY27, after estimated negative FCF in FY25 due to the one-off cyber attack in 1QFY25 and restructuring costs. This is down from GBP50 million-70 million in its previous forecast, as Fitch does not anticipate lower EBITDA to be fully offset by lower interest costs and lower capex. Its revised rating case assumes the company's working capital programme will generate additional working-capital inflows, as GBP60 million of its GBP600 million programme target has yet to be delivered. Sale and Leaseback Transaction: Fitch views sale and leaseback transactions as neutral to leverage when used for debt reduction, while reducing the company's share of freehold properties and eroding EBITDA and FCF as lease costs increase. Morrisons raised an additional GBP98 million through sale and leaseback in 2025, which follows its GBP331 million ground rent transaction on 76 properties in September 2024. Further sale and leasebacks will further impair the already limited FCF and increase leverage, if not accompanied by debt reduction. Peer Analysis Morrisons is rated at the same level as Bellis Finco plc (ASDA; B/Negative); ASDA benefits from larger scale and greater diversification. Both Morrisons and ASDA are smaller than UK market leader, Tesco PLC (BBB/Stable), which similarly to ASDA and Morrisons, also focuses its operations on the UK. Morrisons is larger and more diversified than WD FF Limited (Iceland; B/Stable). Morrisons has a smaller market share than ASDA but has recently outperformed the latter with continued lfl growth, while ASDA has been losing market share in the last two years. Both companies have established direct access to the convenience category, with Morrisons benefiting from its larger number of stores, although they are, on average, slightly smaller than ASDA's. Both are exposed to execution risk as they seek sales and profit growth from converting acquired and franchised stores to their own brands and product mix changes. Morrisons also has indirect access to convenience through its wholesale channel. Fitch forecasts EBITDAR margins to trend towards 5% and funds from operations margins to trend towards 2% for both Morrisons and ASDA. Fitch expects ASDA's recent strategic shift to accelerate sales volume growth, raising EBITDAR leverage to 6.3x by end-2028, marginally above Morrisons' 6.2x by FY28. ASDA also has a similar fixed-charge coverage ratio to Morrisons', at 1.6x. Morrisons' leverage is materially higher than Tesco's (about 3x) and above smaller-scale Iceland's (about 5x). Fitch’s Key Rating-Case Assumptions - Low single-digit revenue growth during FY26-FY28 - Retail in-store and online sales growth of 2.1% a year, driven by price increases - Other sales to grow by 7% in FY26-FY28, driven by the expansion of the existing wholesale business from new clients, online revenue growth and manufacturing business gaining new contracts - EBITDA (after leases) margin to increase to 3.7% in FY26 from 3.6% in FY25, as the cost saving programme offsets higher labour and lease costs. This is followed by a small increase to 3.8% by FY28, supported by sales growth across both retail and wholesale channels, alongside operational and cost-saving measures that will help offset cost inflation - Annual working-capital inflow (excluding changes in provisions) of about GBP55 million on average in FY26-FY28, driven by trade working-capital efficiency initiatives - Annual capex at GBP330 million for FY26 and GBP360 million for FY27-FY28 - Rental costs of GBP240 million a year on average - No dividend payments and no M&A to FY28 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+, Moderate), Market and Competitive Positioning (bb+, Higher), Diversification and Asset Quality (bb, Moderate), Company Operational Characteristics (bbb-, Lower), Profitability (bb+, Moderate), Financial Structure (ccc+, Higher), and Financial Flexibility (b+, Moderate). - 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 no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. Recovery Analysis According to its bespoke recovery analysis, higher recoveries would be realised by liquidation in bankruptcy rather than reorganisation as a going concern. This reflects Morrisons' high portion of freehold assets ownership. The liquidation estimate reflects Fitch's view of the value of balance-sheet assets that can be realised in a sale or liquidation and distributed to creditors. Fitch assumes Morrisons' GBP1 billion revolving credit facility (RCF) to be fully drawn and deducts 10% from the enterprise value for administrative claims. The company's senior secured debt comprises GBP20 million and EUR145 million senior secured notes issued by Market Bidco Finco Plc due in 2027, a GBP1 billion RCF incurred by Market Bidco Limited, GBP835 million and EUR1 billion term loan B (TLBs) due in 2030 issued by Market Bidco, and GBP500 million and EUR500 million senior secured notes due in 2031. These instruments rank pari passu with one another and senior to the GBP750 million senior notes issued by Market Parent Finco Plc. Ranked recovery for the senior secured debt results in the 'RR2' band. This translates to a 'BB-' issue rating, two notches above the IDR. Ranked recoveries for the unsecured senior debt results in the 'RR6' band indicating a 'CCC+' rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - lfl decline in sales exceeding other big competitors', especially if combined with lower profitability leading to neutral FCF and a reduced deleveraging capacity - Evidence of a more aggressive financial policy, for example, due to material under-performance relative to Fitch's forecasts, large investments or shareholder remuneration leading to cash outflows, and a lack of debt repayments - EBITDAR leverage trending above 7.0x - EBITDAR fixed charge cover below 1.5x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - lfl sales growth leading to increasing cash profits and accumulated cash for debt prepayment, with no adverse changes to its financial policy - EBITDAR leverage below 6.0x on a sustained basis - EBITDAR fixed-charge coverage above 1.6x Liquidity and Debt Structure Morrisons maintained a healthy cash balance of about GBP173 million at FYE25, in addition to its GBP1 billion committed, undrawn RCF. This was supported by proceeds from ground rent sales, which were partly allocated to debt reduction and to fund a GBP60 million payment for a bolt-on acquisition in December 2024. In addition, Morrisons repaid its 2027 debt instrument with the GBP500 million and EUR500 million senior secured notes maturing in 2031, an add-on instrument maturing in 2030, and own cash, reducing total debt by about GBP200 million and enhancing its debt maturity profile. The GBP936 million RCF was extended to August 2030, while the maturity for the remaining GBP64 million remains in August 2027 overall, providing good liquidity headroom. The RCF, TLBs and new notes benefit from springing maturity if more than GBP300 million of unsecured notes remain outstanding by July 2028 (GBP750 million outstanding after refinancing). Issuer Profile Morrisons is the fifth-largest UK supermarket chain, operating around 500 medium-sized supermarkets and over 1,600 Morrisons Daily sites, including the franchise sites. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Market Holdco 3 Limited. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Market Bidco Limited senior secured LT BB- Affirmed RR2 BB- Market Bidco Finco plc senior secured LT BB- Affirmed RR2 BB- senior secured LT BB- Affirmed RR2 BB- Market Holdco 3 Limited LT IDR B Affirmed B Market Parent Finco plc senior unsecured LT CCC+ Affirmed RR6 CCC+ ORIFLAME INVESTMENT: Fitch Affirms CCC IDR & Then Withdraws Rating ------------------------------------------------------------------ Fitch Ratings has affirmed Oriflame Investment Holding Plc's Long-Term Issuer Default Rating (IDR) at 'CCC' and senior secured debt rating at 'CCC-' with a Recovery Rating of 'RR5'. Fitch has subsequently withdrawn all ratings. The IDR reflects its expectations of limited liquidity, negative free cash flow (FCF) generation due to weak profitability, and excessive leverage over the next three years. Fitch has withdrawn the ratings for commercial reasons and will no longer provide ratings or analytical coverage of the company. Key Rating Drivers Debt Exchange Offer Completed: Fitch views Oriflame's recently completed debt exchange as a distressed debt exchange (DDE), as it involved a material reduction of the original terms, including a considerable decrease in bond principal to EUR285.5 million from EUR779 million, and a lowering of lien priority. Further, the DDE was conducted to avoid an eventual probable default. Oriflame completed the recapitalisation on 22 December 2025, which has also materially improved the company's debt maturity profile by extending maturity on the senior notes to 2032. Oriflame has also extended the maturity of its super senior revolving credit facility (RCF) to June 2029 from January 2026, with a substantial reduction in the committed amount to EUR48.8 million from EUR100 million. The committed amount would reduce by EUR5 million-10 million a year from end-2026, towards EUR23.8 million by end-June 2028. Poor Liquidity: The recapitalisation has helped Oriflame avoid a liquidity crisis by materially reducing the face value of the original senior secured notes through EUR25.5 million of new money provided by the shareholders through the second-lien notes and EUR46 million of 1.5-lien loans from bondholders. Its financial flexibility is further enhanced with the allowed coupon capitalisation for the EUR285.5 million notes and payment-in-kind toggle for the EUR46 million 1.5-lien debt, saving about EUR27 million of cash interest annually. However, liquidity remains limited and under pressure from projected negative FCF for 2026-2028, which will keep liquidity headroom tight and increase the risk of breaching the minimum EUR45 million liquidity covenant under the new RCF, to be tested from 2027. Oriflame would have used EUR32.5 million of the committed EUR48.8 million RCF after the DDE. Leverage Remains Excessive: Fitch expects Oriflame's leverage to remain above 10x in 2026-2028, despite a material reduction of debt through the DDE. Any deleveraging is now contingent on the outcome of operational recovery over the medium term, the prospects of which remain highly speculative at this stage. Impaired Internal Cash Generation: Fitch expects FCF to remain negative in 2025-2028, despite a considerably reduced cash debt service after the DDE, reflecting Oriflame's still-weak trading and fragile profitability, with an uncertain operational turnaround. Revenue fell 7% in 9M25, despite the rollout of its beauty community model and entries into new geographies. It continued to be unprofitable as cost savings were offset by higher marketing costs, increased distribution and infrastructure costs from a new distribution centre, and lower operating leverage on weaker sales volume. Peer Analysis Oriflame's closest sector peer is Natura Cosmeticos S.A. (BB+/Stable), which also operates in the direct-selling beauty market. The latter has stronger business and financial profiles, resulting in a rating several categories above that of Oriflame. Natura, like Oriflame, is geographically diversified with exposure to emerging markets but benefits from greater diversity across sales channels and a substantially larger scale as the fourth-largest pure beauty company, after its acquisition of Avon Products Inc. Oriflame is rated lower than THG PLC (B+/Stable), which operates in the beauty and well-being consumer market. The rating difference is justified by THG's robust business model, lower EBITDA leverage of 3x-4x during 2025-2027, and satisfactory liquidity. Oriflame is comparable with Accell Group Holding B.V. (CCC) as both face acute operational difficulties. Accell completed a capital restructuring in February 2025. Fitch's Key Rating-Case Assumptions - Revenue to rise by 1.5% in 2026 and about 5% in 2027-2028 after a decline of 8.8% in 2025 - EBITDA of EUR5 million in 2026, and EUR20 million-40 million in 2027-2028, after being in the negative mid-to-high single-digit millions in 2025 - Net working capital outflow in the low single-digit millions a year to 2028, after an inflow of EUR6 million in 2025 - Capex at about EUR5 million a year to 2028 - No dividends to 2028 - No M&A to 2028 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 (ccc, moderate), sector characteristics (bb+, lower), market and competitive positioning (ccc+, moderate), diversification and asset quality (bb, moderate), company operational characteristics (b, moderate), profitability (ccc-, higher), financial structure (ccc-, higher) and financial flexibility (ccc, higher). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% for historical FY24, 40% for forecast FY25 and 40% for forecast FY26. Assessments of the quantitative financial subfactors also include bespoke calculations. B+ to CC considerations apply in its analysis and result in no adjustment. The governance assessment of 'good' results in no adjustment. The operating environment assessment of 'bbb+' results in no adjustment. The SCP is 'ccc'. RECOVERY ANALYSIS The recovery analysis assumes Oriflame will be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch assumes a 10% administrative claim. Its bespoke recovery analysis estimates a GC EBITDA available to creditors of about EUR35 million. This is sustainable EBITDA, after reorganisation, which would allow Oriflame to retain a viable business model. A multiple of 4.0x is applied to EBITDA to calculate a valuation after reorganisation, reflecting its assessment of its underlying brand and intellectual property rights. This multiple is about half of its 2019 public-to-private transaction multiple of 7.2x. Its super senior EUR49 million RCF is assumed to be fully drawn on default and ranks senior to the bondholder 1.5-lien debt, the senior secured notes and second-lien shareholder debt. The waterfall analysis generated a ranked recovery for its EUR286 million senior secured notes in the 'RR5' band, indicating a 'CCC-' rating. The 'CCC-'/'RR5' rating of the second lien senior secured bonds could come under pressure from a combination of increasing debt (payment-in-kind) and no progress in EBITDA turnaround. Issuer Profile Oriflame is a beauty manufacturer and direct selling company with a presence in more than 60 countries. ESG Considerations Oriflame Investment Holding Plc has an ESG Relevance Score of '4' for Management Strategy due to a weak operational turnaround implementation with highly uncertain prospects, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Oriflame Investment Holding Plc LT IDR CCC Affirmed CCC LT IDR WD Withdrawn sr secured 2nd lien LT CCC- Affirmed RR5 CCC- sr secured 2nd lien LT WD Withdrawn PAN MARKETING: Kreston Reeves Named as Administrators ----------------------------------------------------- Pan Marketing Limited, was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Birmingham, Insolvency and Companies List (ChD), Court Number CR-2025-005579. James Hopkirk of Kreston Reeves LLP was appointed as Additional Joint Administrator on February 6, 2026, alongside continuing joint administrators Martin Armstrong and Andrew Bailey of Turpin Barker Armstrong, originally appointed on August 13, 2025. The company specialized in the wholesale of food and beverages. Its registered office is at Allen House, 1 Westmead Road, Sutton, SM1 4LA. The joint administrators can be reached at: James Hopkirk (IP No. 2053) Kreston Reeves LLP 2nd Floor, Maritime Place Quayside, Chatham Maritime Kent, ME4 4QZ The Continuing Joint Administrators are: Martin Armstrong (IP No. 006212) Andrew Bailey (IP No. 18810) Turpin Barker Armstrong Allen House 1 Westmead Road, Sutton Surrey, SM1 4LA For further details, contact: Mansi Thawani Tel: 01634 899800 Email: mansi.thawani@krestonreeves.com SENAPT ASSETS: FTS Recovery Named as Administrators --------------------------------------------------- Senapt Assets Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies, Case No. 000831 of 2026. Marco Piacquadio and Rachel Elizabeth Ennis of FTS Recovery Limited were appointed as joint administrators on February 4, 2026. The company engaged in the renting and leasing of other machinery, equipment, and tangible goods. The company's registered office and principal trading address is Devonshire House, Aviary Court, Wade Road, Basingstoke, RG24 8PE. The joint administrators can be reached at: Marco Piacquadio (IP No. 19910) Rachel Elizabeth Ennis (IP No. 32172) FTS Recovery Limited Ground Floor, Baird House Seebeck Place, Knowlhill Milton Keynes, MK5 8FR For further details, contact: Jordan Martine Telephone: 01908 754 666 Email: jordan.martine@ftsrecovery.co.uk SPARK MEDICAL: RSM UK Named as Administrators --------------------------------------------- Spark Medical Limited, was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Leeds, Insolvency & Companies List (ChD), Court Number CR-2026-000048, and Lee Van Lockwood and James Miller of RSM UK Restructuring Advisory LLP were appointed as joint administrators on February 6, 2026. The company specialized in hospital activities. The company's registered office is at Central Square, 29 Wellington Street, Leeds, LS1 4DL Its principal trading address is at Unit 34 Thursby Court, Thursby Road, Bromborough, Wirral, CH62 3PW The joint administrators can be reached at: Lee Van Lockwood (IP No. 13050) James Miller (IP No. 21290) RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street Leeds, LS1 4DL For further details, contact: Ryan Marsh, Case Manager Tel: 0113 285 5000 Alternative contact: The Joint Administrators, Tel: 0113 285 5000 THREE SIXTY: Leonard Curtis Named as Administrators --------------------------------------------------- Three Sixty Design Solutions 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-000123. Steve Muncaster and Andrew Poxon of Leonard Curtis were appointed as administrators on February 4, 2026. The Company engaged in architectural activities. The Company's registered office is at King Edward Court, King Edward Road, Knutsford, WA16 0BE Its principal trading address is at Appledram Lane South, Appledram, Chichester, PO20 7EG The administrators can be reached at: Steven Muncaster (IP No. 9446) Andrew Poxon (IP No. 8620) Leonard Curtis Riverside House Irwell Street Manchester M3 5EN For further details, contact: Telephone: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Joe Thompson TROJAN ENERGY: Interpath Advisory Named as Administrators --------------------------------------------------------- Trojan Energy Limited was placed into administration in the Court of Session, Case No. P134 of 26. Geoffrey Isaac Jacobs and Alistair McAlinden of Interpath Advisory, Interpath Ltd, were appointed as joint administrators on February 9, 2026. The company engaged in the distribution of electricity (SIC code 35120). The company's registered office and principal trading address are both at W-Zero-1 Building Energy Transition Zone, Hareness Road, Aberdeen, AB12 3LE. The joint administrators can be reached at: Geoffrey Isaac Jacobs (IP No. 14590) Alistair McAlinden (IP No. 21950) Interpath Advisory, Interpath Ltd 5th Floor, 130 St Vincent Street Glasgow, G2 5HF For further details contact: Suzanne Hamilton Telephone: 01224 004786 Email: trojanqueries@interpath.com WESTMONT SYSTEMS: Anderson Anderson Named as Administrators ----------------------------------------------------------- Westmont Systems Limited was placed into administration in the Court of Session, Case No. P88 of 2026. Duncan Raggett and David McGinness of Anderson Anderson & Brown were appointed as joint administrators on February 4, 2026. The company specialized in electronic industrial process control equipment. The company's registered office is 81 George Street, Edinburgh, Midlothian, EH2 3ES, United Kingdom. The principal trading address is Burnside Business Court, North Road, Inverkeithing, Fife, KY11 1NZ. The joint administrators can be reached at: Duncan Raggett (IP No. 22796) David McGinness (IP No. 26590) Anderson Anderson & Brown 81 George Street Edinburgh EH2 3ES For further details, contact: Alternative contacts: Claire Smith Beth Fogarty Telephone: 0131 357 6666 Email: restructuring@aab.uk =============== X X X X X X X X =============== [] Fitch Affirms Ratings on 3 EMEA Bldg Product Distribution Cos. ----------------------------------------------------------------- Fitch Ratings has affirmed three EMEA building product distribution companies' ratings and maintained a fourth company (Winterfell) on Rating Watch Negative (RWN): 1. Travis Perkins Plc 2. Quimper AB (Ahlsell) 3. Winterfell Financing S.a.r.l. (Stark) 4. Wolseley Group Holdings Limited These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. Corporate Rating Tool Inputs and Scores Travis Perkins Plc 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+, Lower), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bbb-, Lower), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (b-, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bb+'. Quimper AB (Ahlsell) Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb, Lower), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bbb-, Moderate), Profitability (b+, Higher), Financial Structure (b, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 30% weight for the forecast year 2025, 30% for the forecast year 2026, 20% for the forecast year 2027 and 20% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa' results in no adjustment. - The SCP is 'b+'. Winterfell Financing S.a.r.l. (Stark) Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (b-, Moderate), Financial Structure (ccc-, Moderate), and Financial Flexibility (ccc+, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026, 40% for the forecast year 2027 and 40% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b-'. Wolseley Group Holdings Limited Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb-, Lower), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (b-, Moderate), Financial Structure (b-, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2026, 25% for the forecast year 2027, 25% for the forecast year 2028 and 25% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' 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 ----------- ------ -------- ----- Wolseley Group Finco Plc senior secured LT B+ Affirmed RR3 B+ Quimper AB LT IDR B+ Affirmed B+ senior secured LT B+ Affirmed RR4 B+ Travis Perkins Plc LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B Wolseley Group Holdings Limited LT IDR B Affirmed B Winterfell Financing S.a.r.l. LT IDR B- Rating Watch Maintained B- senior secured LT B- Rating Watch Maintained RR4 B- [] Fitch Affirms Ratings on Four EMEA Packaged Food Companies ------------------------------------------------------------- Fitch Ratings has affirmed four EMEA packaged food companies' and their associated entities' ratings: 1. Nomad Foods Limited 2. Premier Foods plc 3. Ulker Biskuvi Sanayi A.S. 4. United Petfood Holdco B.V. These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores Nomad Foods Limited Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - The business and financial profile factors are assessed ( in the format of the 'assessment', followed by relative importance) as follows: Management ('bbb-', lower), Sector Characteristics ('bb+', moderate), Market and Competitive Positioning ('bb', higher), Diversification and Asset Quality ('bb', moderate), Company Operational Characteristics ('bb+', moderate), Profitability ('bbb', moderate), Financial Structure ('bb', higher), and Financial Flexibility ('bb', moderate). - The quantitative financial subfactors are assessed based on custom financial period parameters of 20% weight for the historical fiscal year 2024, and 20% for each of the forecast years 2025, 2026, 2027 and 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb'. Premier Foods plc Fitch scored the issuer as follows, using its CRT to produce the SCP: - The business and financial profile factors are assessed (in the format of the 'assessment', followed by relative importance) as follows: Management ('bbb', lower), Sector Characteristics ('bb+', moderate), Market and Competitive Positioning ('bb', higher), Diversification and Asset Quality ('bb-', higher), Company Operational Characteristics ('bbb+', moderate), Profitability ('a-', moderate), Financial Structure ('aa+', lower), and Financial Flexibility ('bbb+', moderate). - The quantitative financial subfactors are assessed based on standard financial period parameters of 20% weight for the historical FY24 (financial year ending March 2024), 40% for the forecast FY25 and 40% for the forecast FY26. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bb+'. Ulker Biskuvi Sanayi A.S. Fitch scored the issuer as follows, using its CRT to produce the SCP: - The business and financial profile factors are assessed (in the format of the 'assessment', followed by relative importance) as follows: Management ('bbb-', moderate), Sector Characteristics ('bbb', moderate), Market and Competitive Positioning ('bb', higher), Diversification and Asset Quality ('bb+', moderate), Company Operational Characteristics ('bbb-', moderate), Profitability ('bbb-', lower), Financial Structure ('bbb+', moderate), and Financial Flexibility ('bb-', higher). - The quantitative financial subfactors are assessed based on standard financial period parameters of 20% weight for the historical fiscal year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bb' results in no adjustment. - The SCP is 'bb'. United Petfood Holdco B.V. Fitch scored the issuer as follows, using its CRT to produce the SCP: - The business and financial profile factors are assessed (in the format of the 'assessment', followed by relative importance) as follows: Management ('bb+', moderate), Sector Characteristics ('bbb-', lower), Market and Competitive Positioning ('bb-', higher), Diversification and Asset Quality ('b+', higher), Company Operational Characteristics ('bb+', moderate), Profitability ('bbb+', lower), Financial Structure ('bb+', moderate), and Financial Flexibility ('bb+', moderate). - The quantitative financial subfactors are assessed based on custom financial period parameters of 20% weight for the forecast fiscal year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb-'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- 123456789012345678901234567890123456789012345678901234567890123456 Nomad Foods Lux S.a.r.l. senior secured LT BB+ Affirmed RR2 BB+ Nomad Foods Limited LT IDR BB Affirmed BB Nomad Foods Europe Midco Limited senior secured LT BB+ Affirmed RR2 BB+ Nomad Foods US LLC senior secured LT BB+ Affirmed RR2 BB+ United Petfood Finance senior secured LT BB+ Affirmed RR2 BB+ United Petfood Holdco B.V. LT IDR BB- Affirmed BB- Ulker Biskuvi Sanayi A.S. LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB Premier Foods plc LT IDR BB+ Affirmed BB+ Nomad Foods BondCo Plc senior secured LT BB+ Affirmed RR2 BB+ Premier Foods Finance plc senior unsecured LT BB+ Affirmed RR4 BB+ ********* 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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