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260220.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, February 20, 2026, Vol. 27, No. 37 Headlines C Z E C H R E P U B L I C CZECHOSLOVAK GROUP: Moody's Ups Rating on Sr. Secured Debt From Ba1 F R A N C E ALBEA BEAUTY: Moody's Alters Outlook on 'B3' CFR to Negative ECG TOPCO: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable GINKGO AUTO 2022: DBRS Confirms BB Rating on Class F Notes GOLDSTORY SAS: Moody's Affirms B2 CFR & Alters Outlook to Negative G E R M A N Y PFLEIDERER GROUP: S&P Affirms 'CCC+' ICR & Alters Outlook to Neg. I R E L A N D ARMADA EURO VI: S&P Assigns B-(sf) Rating on Class F-R Notes CAIRN CLO XVI: S&P Assigns Prelim. B-(sf) Rating on Class F-R Notes CARLYLE GLOBAL 2014-3: Moody's Ups EUR13MM E-R Notes Rating to B1 FORTUNA CONSUMER 2024-2: DBRS Confirms B Rating on Class F Notes HENLEY CLO VII: S&P Assigns B-(sf) Rating on Class F-R-R Notes MAN GLG V: Moody's Affirms Ba2 Rating on EUR26MM Class E Notes I T A L Y BFF BANK: Moody's Affirms Ba2 Issuer & Sr. Unsecured Debt Ratings K A Z A K H S T A N RG BRANDS: Moody's Assigns 'B2' CFR, Outlook Positive L U X E M B O U R G RAIZEN FUELS: Fitch Lowers Rating on Sr. Unsecured Notes to 'CCC' N E T H E R L A N D S COLOSSEUM DENTAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable ENSTALL GROUP: S&P Lowers Rating on $375MM Term Loan B to 'CCC-' JUBILEE PLACE 9: DBRS Gives Prov. BB(high) Rating on X2 Notes NOBIAN FINANCE: Moody's Affirms B2 CFR & Alters Outlook to Negative PEGASUS MIDCO: Moody's Affirms 'B1' CFR, Outlook Remains Stable P O L A N D INPOST SA: Moody's Puts 'Ba1' CFR on Review for Downgrade R U S S I A TAJIKISTAN: S&P Alters Outlook on Ratings to Positive S W E D E N POLESTAR AUTOMOTIVE: Standard Chartered Bank Holds 9.1% Stake S W I T Z E R L A N D ARCHROMA HOLDINGS: Moody's Puts 'B3' CFR on Review for Downgrade TRANSOCEAN LTD: Frederik Mohn, Perestroika Entities Hold 8.8% Stake TRANSOCEAN LTD: Secures $184MM in Harsh Environment Contracts U N I T E D K I N G D O M AZURE FINANCE 3: DBRS Confirms BB(high) Rating on Class F Notes CALMONT HOMES: FRP Advisory Named as Administrators CITIHOME GLASGOW: Begbies Traynor Named as Administrators COSMIC EARS: Horsfields Ltd Named as Administrators FAIRACRE (ASHTON): BTG Begbies Traynor Named as Administrators FRESHERS NETWORK: Leonard Curtis Named as Administrators FULCRUM PEGASUS: Teneo Financial Named as Administrators LONDON WALL 2024-1: S&P Lowers Cl. E-Dfrd Notes Rating to 'BB(sf)' MAGELLANO LIMITED: Quantuma Advisory Named as Administrators POLARIS 2025-1: DBRS Confirms BB(low) Rating on Class F Notes STAFFORDSHIRE OUTBUILDINGS: Opus Named as Administrators UK SOLAR EXPERTS: Leonard Curtis Named as Administrators WE SODA: S&P Affirms 'BB-' ICR & Alters Outlook to Negative WYE FINANCE: S&W Partners Named as Administrators X X X X X X X X [] BOOK REVIEW: Bendix-Martin Marietta Takeover War - - - - - =========================== C Z E C H R E P U B L I C =========================== CZECHOSLOVAK GROUP: Moody's Ups Rating on Sr. Secured Debt From Ba1 ------------------------------------------------------------------- Moody's Ratings has upgraded the backed senior secured rating of the Czech defense company CZECHOSLOVAK GROUP a.s. (CSG) to Baa3 from Ba1. The outlook remains stable. Concurrently, Moody's have withdrawn CSG's corporate family rating (CFR) of Ba1 and probability of default rating (PDR) of Ba1-PD following the upgrade of its backed senior secured ratings to Baa3, as per Moody's practices for corporates with investment grade ratings. Moody's have decided to withdraw the rating(s) for Moody's own business reasons. RATINGS RATIONALE The rating action reflects improvements in the company's governance structure and policies following its IPO; a fairly conservative financial policy targeting a 30–40% dividend payout ratio payable from 2027 based on 2026 performance; a simplified capital structure albeit it remains secured for the time being; and solid operating performance supported by a highly favorable industry outlook for European defense manufacturers. Moody's believes that the public listing of shares will significantly support CSG's transition into a more mature and established corporate entity and one of the major defense companies in Europe. The company has already changed the composition of its Board of Directors to include four independent directors out of nine members, improving the diversity of the decision-making process and reducing the key-man risk associated with the major shareholder, Michal Strnad. Moody's also considers that access to the equity capital markets reduces, to some extent, the downside risks for credit investors associated with large-scale acquisitions, as shares can be used as a payment instrument. Furthermore, the EUR750 million primary equity issuance will directly benefit the company and its creditors by increasing its cash balance and reducing net debt. Looking ahead, the company intends to distribute a conservative amount of dividends in the range of 30–40% of net income starting in 2027 (based on 2026 performance), which provides solid financial flexibility to support potential acquisitions and growth opportunities. Furthermore, Moody's understands that CSG intends to keep its net leverage below 2x going forward. The ratio was at 2.1x as of September 2025, but is expected to decline below 1.5x by the end of 2025, pro-forma the EUR750 million primary equity issuance. In addition, part of the secondary proceeds will be used to fully repay the PIK notes at the CSG FIN a.s. level, i.e., above CZECHOSLOVAK GROUP a.s., thereby simplifying the overall capital structure. The capital structure remains secured for the time being, but Moody's expects the company to transition to unsecured debt over time. CSG continues to report strong operating performance, with revenue growth of 30% on a pro-forma basis in the first nine months of 2025 compared with the same period last year and a similar increase in adjusted operating EBITDA. Compared with year-end 2024, the order backlog increased by 27%, reaching EUR14 billion as of September 2025, equivalent to 2.8x sales. Despite ongoing acquisitions and additional debt issuance, Moody's-adjusted gross leverage remained around 2.8x as of September 2025, similar to year-end 2024. Moody's expects the company to maintain financial discipline in the coming years and operate with metrics consistent with keeping Moody's-adjusted gross leverage below 3x. A supportive market environment in the European defense industry will continue to drive revenue and earnings growth at CSG. Over the medium term, the company expects a mid-teens organic revenue CAGR and an improvement in operating EBIT margin to 26–28%, up from 24–25% in 2025. While 2026 will be a capex-intensive year, with around 8.5% of sales invested in production capacity, capex intensity is expected to normalize to around 4–5% over the medium term. With anticipated normalization of net working capital to below 20% in 2026, Moody's also expects CSG to generate solid Moody's-adjusted free cash flow of EUR500–700 million per year in 2026/27. The rating is mainly supported by CSG's (1) leading market positions as the second-largest producer of medium and large caliber ammunition in Europe and the largest producer of small caliber ammunition globally; (2) large exposure (around 80% of revenue) to defense end markets benefitting from increasing defense spending; (3) high level of vertical integration in ammunition production; (4) good near-term revenue visibility, supported by a EUR14 billion order backlog as of September 2025, additionally complemented by an EUR18 billion pipeline; and (5) conservative financial policy targeting a dividend distribution of 30-40% of net income starting from 2027. The rating is primarily constrained by CSG's (1) secured capital structure; (2) still developing track record of operating through different market cycles; (3) product portfolio largely concentrated in ammunition, especially from an earnings contribution standpoint (almost 90% of operating EBITDA in 2024); (4) history of aggressive growth through acquisitions that will likely continue in coming years; (5) challenging operating environment in the US consumer driven small caliber ammunition market; and (6) large intra-year swings in working capital requiring the maintenance of a substantial liquidity buffer. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that CSG will continue to perform strongly as demand for defense ammunition remains high over the next 12–18 months and beyond, supported by a favorable market backdrop. The outlook also assumes that the company will continue to build a track record of conservative financial management, both in terms of balance-sheet discipline and liquidity management, particularly as it evaluates potential inorganic growth opportunities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could arise if: -- CSG builds a track record of solid operational performance and execution in line with Moody's expectations; -- Improves its business profile with greater diversification and higher earnings contribution from non-ammunition businesses; -- Further commits to a conservative financial policy, consistent with keeping Moody's adjusted gross debt/ EBITDA consistently below 2.0x; -- Successfully transitions to an unsecured capital structure; -- Generates continuous strong free cash flow with Moody's adjusted FCF/ debt in excess of 10% and maintains a strong liquidity profile. Conversely, negative rating pressure could arise if: -- Moody's-adjusted gross debt/ EBITDA is sustained above 3.0x; -- Moody's-adjusted RCF/ net debt is sustained below 25%; -- Significantly reduced free cash flow and deterioration of liquidity profile. LIQUIDITY CSG's liquidity is good. At the end of September 2025, the company had EUR837 million in cash on its balance sheet and access to a EUR300 million revolving credit facility (RCF) maturing in November 2027, with a two-year borrower extension option available, as well as a $150 million revolving ABL facility in the US, maturing in December 2029, of which $50 million had been drawn as of December 2025. Considering the typical fourth-quarter release of working capital in the defense sector and pro forma for the proceeds from the primary equity issuance, Moody's expects CSG's cash position to increase to at least EUR2 billion by year-end 2025. Moody's also expects the company to continue generating positive free cash flow (after dividends) in 2026/27 despite a material increase in capex, driven by anticipated earnings growth and normalization of working capital. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations are considered material for this rating action. Moody's sees a significant improvement in the company's governance structure following the IPO and the establishment of a more balanced Board of Directors, with four independent directors out of nine members. Moody's also believes that credit investors will benefit from greater transparency and improved information flow with CSG being a listed company. Furthermore, Moody's positively note the introduction of a relatively conservative dividend distribution policy and the company's intention to maintain net leverage below 2x in the future. As a result of these changes, Moody's have decided to revise the Governance Issuer Profile Score (IPS) to G-2 from G-3 previously and to improve Moody's Credit Impact Score (CIS) to CIS-2 from CIS-3, indicating that ESG considerations are not material to the rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Aerospace and Defense published in July 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. PROFILE Headquartered in Prague, Czech Republic, CZECHOSLOVAK GROUP a.s. (CSG) is a global industrial and technology group focused on ammunition production for defense and security industry as well as for the civil markets. Its product portfolio also includes wheeled and tracked armored vehicles, heavy off-road trucks, radars, air traffic control systems and air defense systems. The company was founded in 1995 (as Excalibur Army) by Jaroslav Strnad and is now majority owned by his son Michal Strnad, who acts as a CEO of the group since 2013. Nowadays CSG employs more than 14,000 people worldwide and in the last 12 months ending in September 2025, its revenue has reached EUR6.2 billion, pro-forma recent acquisitions. In January 2025, the company completed an IPO, floating 15.2% of its shares, and its market capitalization is currently around EUR30 billion. =========== F R A N C E =========== ALBEA BEAUTY: Moody's Alters Outlook on 'B3' CFR to Negative ------------------------------------------------------------ Moody's Ratings has changed the outlook of Albea Beauty Holdings S.a r.l.'s (Albéa or the company) to negative from stable. Albéa is a global packaging manufacturer for the beauty and personal care industry. Concurrently, Moody's have affirmed the company's B3 long-term corporate family rating, its B3-PD probability of default rating, and the B3 ratings on the EUR646 million senior secured term loan B (TLB) due December 2027 and on the $94.9 million senior secured multi-currency revolving credit facility (RCF) due June 2027. "The change in outlook reflects the recent deterioration in the company's credit metrics, including its Moody's adjusted leverage, which continues to constrain financial flexibility and heighten refinancing risk ahead of looming debt maturities, " says Donatella Maso, a Moody's Ratings Vice President–Senior Credit Officer and lead analyst for Albéa. "The outlook also reflects the uncertainties surrounding the company's ability to improve these credit metrics. The pace and extent of any recovery will depend on the strength of the market rebound, the success of commercial actions, and the on budget, timely execution of cost saving projects and integration synergies," adds Ms Maso. RATINGS RATIONALE Albéa's operating performance remained under pressure in 2025, affected by prolonged customer destocking, weak demand in the beauty and fragrance segments, macroeconomic headwinds, and ongoing restructuring costs. The company's revenue and EBITDA, pro forma for the Amfora acquisition, declined by 2% and 7% in 2025, respectively, while its free cash flow (FCF) was significantly negative. Lower EBITDA and substantial restructuring cash costs required incremental borrowing over the period, while deleveraging from earlier asset disposals was limited. Furthermore, the Amfora acquisition was funded through an add on to the company's TLB. On a pro forma basis for Amfora, Moody's adjusted leverage, based on LTM September 2025 EBITDA of $144 million, stood at approximately 7.7x, well above Moody's tolerance for the B3 rating category. Although performance in the last quarter of 2025 showed early signs of stabilization, the timing and extent of a market recovery remain uncertain. The company's strategy places increasing emphasis on operational efficiency, including footprint optimization projects, such as the closure of the SFG galvanisation plant in France and the relocation of certain UK operations to Slovakia and Poland, alongside supply chain reorganization and SG&A reductions. These initiatives, together with the expected integration synergies from Amfora, are expected to support a gradual margin improvement, which currently trails that of rated peers. However, the planned measures require ongoing investment and carry meaningful execution risk. In Moody's base case, Moody's expects a gradual but modest improvement in the macroeconomic and trading environment. This would support low single digit volume growth, which, combined with continued cost discipline, should enable the company to expand Moody's adjusted EBITDA to around $160–$180 million in 2026–2027 and reduce leverage to below 6.5x. Nevertheless, Moody's views these forecasts cautiously, given market uncertainty and execution risk. Since PAI Partners acquisition in 2018, Albéa's FCF generation has generally been weak or negative, driven primarily by recurring exceptional cash outflows. These include restructuring costs associated with cost saving programs, high interest burdens, and elevated capex requirements, particularly following the divestment of Innovative Beauty Group (IBG). While management aims to maintain strict capex discipline, exceptional cash costs related to footprint changes and integration activities will continue to weigh on reported FCF over the near term. The B3 rating also reflects the highly competitive operating environment and significant customer concentration, which may expose the company to pricing pressure, particularly from its largest accounts. The rating also incorporates Albéa's lower, though gradually improving, profitability relative to packaging peers, as well as its exposure to volatile raw material prices and currencies. More positively, the B3 rating is supported by Albéa's leading position in the global beauty and personal care packaging market, especially in laminated tubes, mascara, and lipstick packaging. Its diversified product offering provides a buffer against cyclical consumer spending patterns, while its broad international presence positions the company to benefit from the post pandemic trend toward regionalized supply chains and to capture incremental market share over time. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations were a key driver of this rating action. Albéa has developed a track record of shareholder friendly financial policies, as evidenced by significant cash distributions following multiple asset disposals and by debt funded acquisitions, including the purchase of Amfora in 2025. These actions have contributed to persistently elevated leverage and limited financial flexibility, increasing the company's vulnerability in the event of a deterioration in operating performance. While management remains committed to cost optimization and deleveraging, execution risk is high given the challenging macroeconomic environment and the company's continued negative free cash flow. Reflecting these factors, Moody's have revised the Financial Strategy and Risk Management risk factor to 5 from 4, the Governance Issuer Profile Score (IPS) to 5 from 4, and the Credit Impact Score (CIS) to 5 from 4. LIQUIDITY Moody's views Albéa's liquidity as weak for the next 12 to 18 months because of Moody's expectations of negative FCF and the approaching refinancing risk. Liquidity is primarily supported by $90 million cash on balance sheet at the end of December 2025, although a portion of it is not immediately available as it sits in jurisdictions where access to this cash is more limited: and full availability under its c.$95 million RCF maturing in June 2027. The company also relies on local lines, most of them on a short-term nature, expected to be rolled over; and on c.$200 million committed non-recourse factoring facilities in Europe and in North America, maturing in 2027. While there is still capacity under these factoring lines, the company has factored all eligible receivables. The debt documentation includes a springing financial covenant (net senior secured leverage ratio), set at 7.97x, to be tested on a quarterly basis when the RCF is drawn by more than 40%. Moody's expects the company to continue to comply with its covenant if tested. STRUCTURAL CONSIDERATIONS Albéa's probability of default rating (PDR) of B3-PD reflects Moody's assumptions of a 50% family recovery rate, customary for capital structures comprising bank debt but lacking maintenance financial covenants. The B3 instrument ratings are in line with the CFR, because these two instruments represent substantially most of the company's financial debt. The debt facilities sitting in the non-guarantor subsidiary Amfora and the Slovakian ABL facility are not large enough to allow notching. The TLB and the RCF are secured by pledges over shares and certain assets, including material bank accounts, and are guaranteed by material subsidiaries representing at least 80% of the consolidated EBITDA and gross assets. Moody's notes the presence of $114 million preferred equity certificates (PECs), including accrued interests, lent into the restricted group, and maturing in September 2028, which have been treated as equity. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects Moody's expectations that Albéa's credit metrics will remain weak over the next 12–18 months, particularly in light of upcoming debt maturities. The outlook also incorporates limited visibility on a sustained recovery in volumes and profitability, despite management's cost-reduction initiatives and footprint optimization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, upward pressure is limited in the next 12 to 18 months. However, Albéa's rating could be upgraded if the company's EBITDA and profitability improves as a result of improved performance and the delivery of the planned cost savings; Moody's-adjusted debt/EBITDA falls well below 5.5x; and Moody's-adjusted FCF turns positive on a sustained basis while its liquidity is at least adequate. Albéa's rating could be downgraded if the company's operating performance continues to deteriorate; fails to reduce its Moody's-adjusted debt/EBITDA below 6.5x: Moody's-adjusted EBITDA/interest expenses falls below 2.0x; its Moody's-adjusted FCF remains sustainably negative; or its liquidity deteriorates because upcoming debt maturities are not timely addressed. Negative rating pressure would also arise if the preferred equity certificates (PECs) no longer qualify for equity treatment. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in France, Albéa is a leading global manufacturer of packaging for the beauty and personal care industry, with a diversified product portfolio including tubes, mascara, lipsticks, and fragrance caps. For the last twelve months ending September 2025, Albéa generated approximately $1.26 billion of revenue and $144 million of EBITDA (Moody's-adjusted), pro forma for Amfora. The company is owned by private equity firm PAI Partners since March 2018. ECG TOPCO: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B' long-term issuer credit rating to ECG Topco SAS, as well as its preliminary 'B' issue rating and '3' recovery rating to the company's proposed senior secured term loan B (TLB) and delay drawing term loan (DDTL). S&P said, "The stable outlook reflects our view that ECG will continue capitalizing on its strong business position and successful ramp-up of recent acquisitions, thereby supporting an S&P Global Ratings-adjusted EBITDA margin of about 50% over fiscal years 2026-2027. While we expect development capital expenditure (capex) to normalize, we forecast free operating cash flow (FOCF) after leases turning positive by fiscal 2027 and S&P Global Ratings-adjusted debt to EBITDA to fall below 5.0x, while the company maintains adequate liquidity." France-based outdoor accommodation operator European Camping Group (ECG) plans to issue a EUR950 million term loan B (TLB) to repay the existing EUR841 million unitranche facility, EUR68 million of revolving credit facility (RCF) drawings, and EUR15 million of transaction fees, as well as to increase cash on the balance sheet. As part of the transaction, the group will increase its RCF to EUR305 million and issue a EUR100 million delay drawing term loan (DDTL) that we assume it will fully draw this year. ECG benefits from a leading position in the outdoor accommodation segment and a track record of sound operating performance, supported by a successful acquisition strategy. It faces risks related to business seasonality, high operating leverage, and volatility in the broader lodging industry. The company's strong positioning in the growing outdoor accommodation sector in Europe and sound operating performance support our view of ECG's business risk profile. ECG operates approximately 450 mostly four- and five-star campsites across 12 countries, with leading positions in France, Spain, and Italy. The group offers a well-invested portfolio of assets, including high-quality sites and a relatively young mobile home fleet, reinforcing brand recognition and customer appeal. Although the group derives about 60% of revenue in France, it is expanding its presence in Southern Europe (Spain, Italy, and Croatia), which is set to enjoy favorable demand trends in medium term, while strengthening its ability to acquire customers from Northern European countries. The group's strategy has focused on increasing its scale through transformational and bolt-on acquisitions. In 2022, ECG acquired VacanceSelect, a leading French operator with about 270 campsites, and in 2025 it acquired Alannia, a leading Spanish operator with five Mediterranean resorts. The group also acquired more than 20 camping sites since 2022. S&P thinks ECG's sound track record of integrating these acquisitions and executing on its growth strategy has contributed to a sound operating performance following the COVID-19 disruption. The group's total consolidated revenue reached EUR813 million, including VacanceSelect Travel (VST), in fiscal 2025, with S&P Global Ratings-adjusted EBITDA of EUR391 million, translating to S&P adjusted EBITDA margin of around 48%, which indicates relatively high profitability compared with rated peers within the lodging industry. High seasonality and operating leverage constrain business flexibility, in S&P's view. ECG is highly exposed to the seasonal nature of the outdoor accommodation business, with revenue and EBITDA heavily concentrated in the peak summer months. In fiscal 2025, about 74% of the group's gross accommodation revenue came in July and August. A further constraint is the group's high operating leverage (67% of total costs, including rents, are fixed) and capital-intensive model, which heightens earnings and cash flow volatility in the event of underperformance. Additionally, the outdoor accommodation sector is inherently exposed to external factors, including weather conditions and broader consumer trends, with leisure demand being volatile and sensitive to economic cycles. However, we understand, the company has some visibility over its revenue and cash flow as holidays are booked and paid in advance, which provides flexibility to manage short-term fluctuations, given that capex investments are made after summer and are in part discretionary. S&P said, "We expect ECG's FOCF after leases will turn positive over fiscal 2027. By fiscal year-end 2026, we expect the group's revenue to increase about 9% to EUR885 million and 5.5% in fiscal 2027 to EUR934 million. Revenue growth will come from increasing revenue per available room on existing sites, and the ramp-up of the acquisition of Alannia in Spain and other 2025-2026 sites acquisitions. The projected topline expansion, along with limited operating expense inflation, should translate into an S&P Global Ratings-adjusted EBITDA margin of 49.5% in fiscal 2026 and 51.6% in fiscal 2027, from 48.1% in fiscal 2025. Although ECG has largely completed its post-COVID-19 catch-up phase, upgrading its camping sites and fleet, the business remains capital-intensive, with recurring capital expenditure (capex) representing about 12% of net revenue and development capex about 10%. The group closed fiscal 2025 with negative EUR63 million FOCF after leases, and we expect it will remain negative, at about EUR52 million in fiscal 2026 due to one-off costs and negative working capital outflow associated with recent acquisitions. While our assumptions are based on an organic basis from 2027 onward, we expect the group's FOCF after leases will tun positive at about EUR20 million, on EBITDA expansion and reduced development capex. "We forecast the group's adjusted leverage to fall below 5x in 2027. The group plans to raise a new EUR950 million senior secured TLB, the proceeds of which it will use to refinance its EUR841 million unitranche facility and EUR3 million of accrued interest, repay EUR68 million of drawings on the RCF, fund EUR15 million of transaction fees, and increase cash on the balance sheet. As part of the transaction, the group will issue a EUR100 million senior secured DDTL, which we assume it will draw over 2026 to finance acquisitions and, upsize its RCF to about EUR305 million from EUR275 million. Our adjusted debt calculation also includes about EUR1.03 billion of lease liabilities in fiscal 2026. The proposed capital structure implies ECG will post a relatively conservative S&P Global Ratings-adjusted leverage metric of about 5.1x by year-end 2026 and 4.7x in fiscal 2027. Pro forma the transaction, we view the group's liquidity as adequate, with about EUR66 million of cash available and EUR305 million available under the upsized RCF. "The final ratings will depend on our receipt and satisfactory review of all final documentation and final terms of the transaction. The preliminary ratings should therefore not be construed as evidence of final ratings. If we do not receive final documentation within a reasonable time, or if the final documentation and final terms of the transaction depart from the materials and terms reviewed, we reserve the right to withdraw or revise the ratings. Potential changes include use of the proceeds; the maturity, size, and conditions of the facilities; financial and other covenants; security; and ranking. "The stable outlook reflects our view that ECG will continue capitalizing on its strong business position and ramp-up of recent acquisitions, supporting an S&P Global Ratings-adjusted EBITDA margin of about 50% over fiscal years 2026-2027. We also expect FOCF after leases turning positive by fiscal 2027 and S&P Global Ratings-adjusted debt to EBITDA falling below 5.0x, while maintaining an adequate liquidity. "We could lower our ratings in the next 12 months if, contrary to our base-case scenario, ECG fails to organically expand its EBITDA base such that FOCF failed to turn positive from fiscal 2027 and its liquidity was to weaken. Rating pressure could also arise in the event that adjusted debt to EBITDA increases because of leveraging transactions to pursue acquisitions or return cash to shareholders. "For a positive rating action, we would assess the resilience of ECG's earnings and profitability, its ability to generate meaningfully positive FOCF after leases on a sustainable basis, and its track record of maintaining adjusted debt to EBITDA comfortably below 5.0x, with a clear financial policy commitment to maintain this level." GINKGO AUTO 2022: DBRS Confirms BB Rating on Class F Notes ---------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the notes issued by Ginkgo Auto Loans 2022 (the Issuer): -- Class A confirmed at AAA (sf) -- Class B confirmed at AA (high) (sf) -- Class C confirmed at AA (low) (sf) -- Class D confirmed at A (low) (sf) -- Class E confirmed at BBB (sf) -- Class F confirmed at BB (sf) The credit ratings on the Class A, Class B, and Class C notes address the timely payment of interest and the ultimate repayment of principal by the legal final maturity date. The credit ratings on the Class D, Class E, and Class F notes address the ultimate payment of scheduled interest while the class is subordinated and the timely payment of scheduled interest while the class is the most senior class of notes outstanding, and the ultimate repayment of principal by the legal final maturity date in July 2043. The transaction is a securitization collateralized by a portfolio of fixed-rate, unsecured, amortizing auto loans granted to individuals domiciled in France for the purchase of new and used vehicles, originated and serviced by Crédit Agricole Consumer Finance (CACF). This transaction included a revolving period, which ended on the payment date in March 2024. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the December 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; -- Current available credit enhancement to the notes to cover the expected losses at their respective credit rating levels. PORTFOLIO PERFORMANCE As of the December 2025 payment date, loans that were one to two months and two to three months delinquent represented 1.8% and 0.5% of the portfolio balance, respectively, while loans more than three months delinquent represented 0.3%. As per the transaction definition, the cumulative gross loss amounts include any loan that has either become a defaulted receivable, has an overindebted borrower, or has a late delinquent receivable. According to this definition, as of the December 2025 payment date, the cumulative gross loss amount represented 3.9% of the original balance, of which 34.8% has been recovered to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS updated its base case PD and LGD assumption to 6.6% and 54.6%, respectively. CREDIT ENHANCEMENT Credit enhancement (CE) to the notes consists of the subordination of the respective junior notes. Following the end of the revolving period, the transaction entered into the normal redemption period with amortization amounts based on the target subordination levels of each class of notes, driving the increase in credit enhancement levels, since then the CE has remained unchanged. As of the December 2025 payment date, the CE on the notes stood as follows: -- CE to the Class A notes at 39.3% -- CE to the Class B notes at 28.8% -- CE to the Class C notes at 21.1% -- CE to the Class D notes at 15.3% -- CE to the Class E notes at 10.1% -- CE to the Class F notes at 8.0% The transaction includes Class A and Class B liquidity reserves that are available to the Issuer during the revolving period and the normal redemption period in restricted scenarios where the interest and principal collections are not sufficient to cover the shortfalls in senior expenses, swap payments, and interests on the Class A notes (available from both the Class A and Class B liquidity reserves) and the Class B notes (only available from the Class B liquidity reserve). The Class A and the Class B liquidity reserve fund were both at their target levels of EUR 6.3 million and EUR 6.0 million, respectively, as of the December 2025 payment date. CACF acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on CACF, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. CACF also acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on CACF and the downgrade provisions outlined in the transaction documents are consistent with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. GOLDSTORY SAS: Moody's Affirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings has changed the outlook to negative from stable on Goldstory SAS (THOM or company), the parent company of French jewellery retailer THOM Group. At the same time, Moody's affirmed the company's B2 Corporate Family Rating and the B2-PD Probability of Default Rating. The B2 rating on the EUR850 million backed senior secured sustainability linked notes due 2030 and Ba2 rating on the EUR120 million super senior secured revolving credit facility (RCF) were also affirmed. "The outlook change to negative reflects the expected deterioration in THOM's margins over the next 12–18 months, driven by the material and prolonged increase in gold prices" said Guillaume Leglise, a Moody's Ratings Vice President – Senior Analyst. "While management intends to take repricing actions and assortment repositioning initiatives, the company faces potential softer demand, weaker earnings and margins, which will likely push leverage above 5.0x by 2027 and constrain free cash flow generation." RATINGS RATIONALE The outlook change to negative primarily reflects the material rise in precious metals prices since late 2024, which will weaken THOM's gross margin and EBITDA in fiscal 2026 (year ending September 30, 2026) and more significantly in fiscal 2027. Gold prices increased from about EUR81 per gram in December 2024 to above EUR130 per gram in February 2026, with silver more than doubling over the same period. Gold represents more than half of THOM's product mix, and Moody's estimates that it accounts for around 30% of the company's cost of goods sold, making THOM particularly exposed to recent market volatility. Although the company is fully hedged for fiscal 2026 at levels below EUR90 per gram for gold, management projects a 2.5–3 percentage point gross margin decline in fiscal 2026. As hedges roll off, margin pressure will intensify in fiscal 2027. While the group has hedged more than 60% of its expected fiscal 2027 gold purchases at around EUR125 per gram, this hedging was executed closer to prevailing spot prices and will therefore be less effective in protecting margins. As a result, absent further mitigating actions, management indicated an additional 5–6 percentage point gross margin reduction in fiscal 2027. Under Moody's base case, EBITDA will decrease from EUR270 million in fiscal 2025 to EUR249 million in fiscal 2026 and around EUR225 million in fiscal 2027. Moody's adjusted leverage (gross debt/EBITDA) will likely increase to around 4.8x in fiscal 2026 and about 5.4x in fiscal 2027, compared with 4.4x in fiscal 2025 and above Moody's 5.0x threshold for the B2 rating. Free cash flow (FCF) generation will remain constrained because of high interest expenses and weaker earnings. Moody's expects FCF to be around break even over the next 12–18 months, unless gold prices moderate or the company executes successful mitigation measures. More positively, THOM's exposure to current gold spot prices will be gradual rather than immediate, given full hedging in fiscal 2026 and partial hedging into fiscal 2027. This provides the company with additional time to implement mitigating actions, including pricing adjustments, product mix optimisation and continued assortment refinements. The recent surge in precious metal prices represents a sector wide shock for jewellery retailers in France and Italy—THOM's core markets—which remain highly fragmented. Many small independent retailers lack the scale and financial flexibility to hedge metal exposure or absorb higher input costs. As a result, they may be forced to implement significant price increases, limit their product assortment, or face heightened financial stress. This environment could create market share opportunities for larger operators such as THOM, which benefits from a large store network, hedging capabilities, and a diversified product offering. THOM's B2 CFR continues to reflect its leading position in the fragmented French affordable jewellery market, with a market share of about 9%; its broad product range; limited exposure to fashion risk; margins that exceed those of many rated specialty retailers; a track record of revenue and earnings growth, and positive FCFs in the last decade; and adequate liquidity. However, the rating also incorporates the company's modest scale, with EUR1.2 billion of revenue in fiscal 2025, which remains small relative to many specialty retailers that Moody's rates; the seasonal nature of its business and exposure to precious metal price swings; a shareholder-friendly financial policy, including large dividend distributions and recapitalisations in the last five years; and difficult trading conditions currently owing to elevated precious metal prices and weak consumer sentiment in France, its largest market, which will weigh on profitability, earnings and FCF over the next 12–18 months. LIQUIDITY THOM's liquidity is adequate, supported by a cash balance of EUR45 million as of September 2025 and access to a EUR120 million revolving credit facility (RCF) maturing in 2029, which was fully undrawn as of September 30, 2025. There is no significant debt maturity until 2030 when the sustainability-linked senior secured notes mature. The February 2030 debt maturity offers the company timing flexibility to navigate this difficult period. THOM also has inventories of physical gold, estimated at around EUR34.5 million (net book value) as of September 30, 2025, which the company uses for hedging purposes, as a complement to financial instruments. This physical stock of gold is an alternative source of liquidity, in case of need. The RCF has only one maintenance covenant, based on a net leverage ratio of 6.8x (4.2x as of September 2025) tested only if cash drawings under the RCF exceed 40%. STRUCTURAL CONSIDERATIONS The capital structure includes a super senior RCF of EUR120 million maturing in August 2029, which ranks pari passu with the senior secured notes but per the terms of intercreditor agreement, it will get priority in case of a restructuring. The EUR850 million sustainability-linked senior secured notes, split between fixed and floating rates and maturing in 2030, are rated B2, in line with the CFR. The guarantor coverage amounts to around 90% of THOM's revenue and 95% of its EBITDA. The super senior RCF and the sustainability-linked senior secured notes are secured by share pledges, bank accounts and intragroup receivables. The probability of default rating of B2-PD reflects the use of a 50% family recovery assumption, reflecting a capital structure comprising bonds and bank debt with loose covenants. RATIONALE FOR THE NEGATIVE OUTLOOK The negative outlook reflects Moody's expectations that, absent a significant decline in gold prices or successful repricing and product mix initiatives, THOM's margins, interest coverage ratios, leverage and FCF will weaken materially from FY2027, potentially remaining sustainably depressed, and may no longer be commensurate with the B2 rating category. For the outlook to stabilise, Moody's needs to see sustained sales growth evidencing customer acceptance of pricing and mix shifts, and a clear path to Moody's-adjusted leverage trending back toward 5.0x from FY2027, supported by earnings growth and at least neutral to positive FCF. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings is unlikely given the negative outlook. Over time, upward pressure could arise if THOM achieves a Moody's-adjusted debt/EBITDA of below 4.0x on a sustained basis. A positive rating action would also require a substantial increase in Moody's-adjusted FCF to debt to mid-to-high single-digit percentages and improvement in Moody's adjusted (EBITDA-capex)/interest expense to around 2.5x, underpinned by revenue and EBITDA growth, as well as a clear commitment to sustaining credit ratios commensurate with a higher rating. Conversely, Moody's could downgrade THOM if its Moody's-adjusted debt/EBITDA exceeds 5.0x on a sustained basis, if it fails to generate positive Moody's-adjusted FCF for a prolonged period of time, or if its Moody's-adjusted (EBITDA-capex)/interest expense falls sustainably below 1.5x. A sharp deterioration in operating conditions, translating into weaker margins and cash flow generation could also put pressure on the rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Retail and Apparel published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Paris, Goldstory SAS is one of Europe's leading jewelry and watch retail chains, generating around EUR1.2 billion of revenue and EUR261 million Moody's adjusted EBITDA in FY2025. The company operates approximately 1,167 stores and corners across France and Italy under brands including Histoire d'Or, Marc Orian, Stroili, and Agatha. The group is majority owned by Altamir and co investors, with remaining stakes held by management and founders. ============= G E R M A N Y ============= PFLEIDERER GROUP: S&P Affirms 'CCC+' ICR & Alters Outlook to Neg. ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Pfleiderer Group B.V. & Co. KG and PCF GmbH to negative from stable and affirmed its 'CCC+' long-term issuer credit rating on both entities. S&P also lowered its issue rating on PCF's EUR750 million senior secured notes (SSNs) due 2029 to 'CCC' from 'CCC+' and revised its recovery rating on the notes to '5' from '4' due to the lower recovery prospects for lenders. S&P said, "The negative outlook on Pfleiderer reflects our expectation that PCF will continue to generate negative FOCF in the next 12 months and that its capital structure will remain unsustainable. Liquidity at PCF could become a risk in the next 12-18 months and lead to a restructuring that we could view as distressed, as per our criteria." On Dec. 19, 2025, Pfleiderer Group B.V. & Co. KG announced it had separated its profitable specialty chemicals operations (Silekol) from its loss-making engineered wood operations (PCF GmbH). Pfleiderer moved the cash-generative Silekol business into a new unrestricted legal entity called Maple Group, which remains wholly owned by PCF. Maple Group has also raised EUR135 million of debt, including a EUR110 million senior facility due 2028 and EUR25 million shareholder loan. S&P has no access to Maple Group's legal documentation, but assume that its financing arrangements are ring-fenced from PCF's and effectively remove the most cash-generative business from PCF's creditors. Pfleiderer's financial performance remained subdued in 2025, with S&P Global Ratings-adjusted leverage estimated at 17x and negative free operating cash flow (FOCF) of EUR40 million-EUR50 million. S&P views PCF's cash generation as insufficient for its high debt burden and do not expect any financial support from Silekol. The outlook revision follows the recent changes in Pfleiderer's structure and financing arrangements. On Dec. 19, 2025, Pfleiderer moved Silekol's assets and operations into a new unrestricted legal entity (Maple Group), which is wholly owned by PCF. Maple Group raised a EUR110 million senior loan due 2028 as well as a EUR25 million shareholder loan. S&P said, "We understand that most of the two loans' proceeds were upstreamed to PCF to support its liquidity, given PCF's negative FOCF. Silekol generated about one-third of PCF's EBITDA in 2025 and EUR10 million-EUR20 million a year of FOCF. We therefore view the removal of the cash-generative Silekol business as detrimental to PCF's creditors. We lack clarity on the possible cash movements between Maple Group and PCF, but assume no further cash movements between both entities in our base-case scenario. Given PCF's high debt burden and negative FOCF, we continue to view its capital structure as unsustainable. In our view, the removal of Silekol from PCF's perimeter weakened the latter's debt repayment capacity and recovery prospects for its senior debt in an event of default." S&P said, "Pfleiderer's financial performance remained subdued in 2025 amid sluggish demand, and we view the recovery prospects for 2026 as modest. S&P Global Ratings-adjusted leverage is estimated at 17x in 2025 (up from 15x in 2024), due to an increase in debt and flat S&P Global Ratings-adjusted EBITDA of EUR65 million (EUR61 million in 2024). EBITDA remains undermined by weak demand for engineered wood products in Europe due to low discretionary spending, and insufficient fixed cost absorption amid reduced volumes. Pfleiderer's EBITDA remains insufficient to cover capex (EUR62 million in 2025) and, given its high debt burden, cash interest payments (EUR49 million in 2025). We therefore estimate its FOCF at negative EUR40 million-negative EUR50 million in 2025 (compared with negative EUR47 million in 2024). In 2026, we expect Pfleiderer (including Silekol) to post only modest EBITDA uplift to EUR70 million-EUR72 million, driven by Silekol's ramp-up of Project Nord, leading to our adjusted leverage of about 16x. We expect FOCF to remain negative at EUR20 million-EUR40 million in 2026, due to EUR60 million cash interest (increased because of new debt at Silekol) and EUR40 million capex. "We have no imminent liquidity concerns. Liquidity was strengthened by the recent cash inflows to PCF from the new loans raised by Maple Group. As a result, Pfleiderer's liquidity is supported by a EUR142 million cash balance at PCF and EUR22 million at Silekol and no near-term debt maturities. Following the separation of the PCF and Silekol assets, we believe that liquidity shortfall is more likely to arise at PCF, given its negative FOCF." S&P said, "Recovery prospects for PCF creditors have lowered substantially. The downgrade of the EUR750 million senior secured notes to 'CCC' from 'CCC+' and the recovery rating revision to '5' from '4' reflects the exclusion of cash-generating Silekol assets from PCF's restricted group perimeter. We do not expect creditors to have any recourse to Silekol's assets in an event of default. We therefore revised our estimate of EBITDA at emergence to EUR66 million (from EUR93 million previously). We also revised our emergence EBITDA multiple downward to 4.5x from 5.0x, reflecting weaker profitability in the engineered wood business than we anticipated. As a result, we lowered our rounded recovery expectations for PCF's senior secured notes to 15% (from 35% previously). "We now assess our management and governance modifier as negative. This reflects our lack of detailed information on the recent changes to the corporate structure (including on the recent loan agreements). "The negative outlook on Pfleiderer reflects our expectation that PCF will continue to generate negative FOCF in the next 12 months and that its capital structure will remain unsustainable. Liquidity at PCF could become a risk in the next 12-18 months and lead to a restructuring that we could view as distressed, per our criteria. "We could consider taking a negative rating action on the company if we observe an increased risk of default in the next 12 months. This would most likely occur if PCF pursued a debt restructuring that we view as distressed (per our criteria) or it faced a liquidity shortfall. "We could revise the outlook to stable if PCF (excluding Silekol) overperforms our projections and demonstrates meaningfully improved FOCF." ============= I R E L A N D ============= ARMADA EURO VI: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Armada Euro CLO VI DAC's class X-R, A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer currently has EUR28.60 million of unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction that closed in June 2024. The issuance proceeds of the replacement notes were used to redeem the existing classes of loan and notes and to pay fees and expenses incurred in connection with the reset. S&P withdrew its ratings on the existing classes of loan and notes. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of 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 collateral manager's experienced team, which can affect the performance of the rated notes 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 2,597.38 Default rate dispersion 693.71 Weighted-average life 4.71 Obligor diversity measure 100.95 Industry diversity measure 23.26 Regional diversity measure 1.37 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.20 Target 'AAA' weighted-average recovery (%) 36.11 Covenated weighted-average spread (%) 3.40 Covenated weighted-average coupon (%) 3.40 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end 4.5 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR300 million target par amount, the covenanted weighted-average spread (3.40%), the actual weighted-average coupon (3.40%), and the targeted weighted-average calculated in line with our CLO criteria for all classes of notes. 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. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "Until the end of the reinvestment period on Aug. 13, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the 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 it 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 deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes. "Taking the above factors into account and following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for all the rated classes of loan and 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 have also included the sensitivity of the ratings on the classes A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning 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 (and or for some of these activities there are revenue limits or can't be the primary business activity) assets from being related to certain activities. 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." Armada Euro CLO VI DAC is a cash flow CLO securitizing a portfolio of primarily European senior-secured leveraged loans and bonds. The transaction is managed by Brigade Capital Europe Management LLP. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X-R AAA (sf) 1.80 N/A 3mE + 0.90% A-R AAA (sf) 184.50 38.00 3mE + 1.25% B-R AA (sf) 35.25 26.75 3mE + 1.75% C-R A (sf) 17.25 21.00 3mE + 2.00% D-R BBB- (sf) 21.75 13.75 3mE + 2.70% E-R BB- (sf) 12.75 9.50 3mE + 5.00% F-R B- (sf) 9.00 6.50 3mE + 8.00% Sub notes NR 28.60 N/A N/A *The ratings assigned to the class X-R, 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 switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate. CAIRN CLO XVI: S&P Assigns Prelim. B-(sf) Rating on Class F-R Notes ------------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Cairn CLO XVI DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer will have unrated subordinated notes outstanding from the existing transaction and will issue EUR3.50 million of additional subordinated notes. This transaction is a reset of the already existing transaction. The existing classes of notes will be fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes will be withdrawn on the reset date. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately 5.0 years after closing, while the noncall period will end 2.0 years after closing. The preliminary ratings assigned to the notes reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows and excess spread. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,693.10 Default rate dispersion 686.98 Weighted-average life (years) 4.26 Weighted-average life extended to cover the length of the reinvestment period (years) 5.01 Obligor diversity measure 131.27 Industry diversity measure 15.21 Regional diversity measure 1.26 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.80 Target 'AAA' weighted-average recovery (%) 37.01 Target weighted-average coupon (%) 3.58 Target weighted-average spread (net of floors; %) 3.74 S&P said, "We expect the portfolio to be well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. 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 (3.65%), and the covenanted weighted-average coupon (4.00%) as indicated by the collateral manager. We assumed the identified weighted-average recovery rates (WARRs) for all rated notes (35.74% at the 'AAA' rating level). We used a 1% haircut on the 'AAA' WARR. 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 indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO will be in its reinvestment period from closing until Jan. 31, 2031, during which the transaction's credit risk profile could deteriorate, we have capped the assigned preliminary ratings. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "We expect 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 preliminary ratings are commensurate with the available credit enhancement for the class X 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 included the sensitivity of the ratings on the class X to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning 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 activities. 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." Cairn CLO XVI DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Cairn Loan Investments II LLP and Polus Capital Management Ltd will manage the transaction. Preliminary ratings Prelim Prelim amount Credit Indicative Class rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 4.00 N/A Three/six-month EURIBOR plus 0.92% A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.26% B-R AA (sf) 40.00 28.00 Three/six-month EURIBOR plus 1.90% C-R A (sf) 24.00 22.00 Three/six-month EURIBOR plus 2.25% D-R BBB- (sf) 27.00 15.25 Three/six-month EURIBOR plus 3.00% E-R BB- (sf) 20.00 10.25 Three/six-month EURIBOR plus 6.50% F-R B- (sf) 13.00 7.00 Three/six-month EURIBOR plus 8.33% Sub. Notes NR 26.30 N/A N/A Additional sub. Notes NR 3.50 N/A N/A *S&P's preliminary ratings on the class X, A-R, and B-R notes address timely interest and ultimate principal payments. Its preliminary ratings on the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency 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. CARLYLE GLOBAL 2014-3: Moody's Ups EUR13MM E-R Notes Rating to B1 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Carlyle Global Market Strategies Euro CLO 2014-3 Designated Activity Company: EUR26,000,000 Class B-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aaa (sf); previously on Mar 11, 2024 Affirmed Aa3 (sf) EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa1 (sf); previously on Mar 11, 2024 Affirmed Baa1 (sf) EUR32,500,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Baa3 (sf); previously on Mar 11, 2024 Affirmed Ba2 (sf) EUR13,000,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to B1 (sf); previously on Mar 11, 2024 Affirmed B2 (sf) Moody's have also affirmed the ratings on the following notes: EUR265,750,000 (Current outstanding amount EUR45,316,521) Class A-1A-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 11, 2024 Affirmed Aaa (sf) EUR5,250,000 (Current outstanding amount EUR895,246) Class A-1B-R Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 11, 2024 Affirmed Aaa (sf) EUR22,000,000 Class A-2A-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 11, 2024 Upgraded to Aaa (sf) EUR20,000,000 Class A-2B-R Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 11, 2024 Upgraded to Aaa (sf) Carlyle Global Market Strategies Euro CLO 2014-3 Designated Activity Company, issued in October 2014 and reset in January 2018, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by CELF Advisors LLP. The transaction's reinvestment period ended in July 2022. RATINGS RATIONALE The rating upgrades on the Class B-R, Class C-R, Class D-R and Class E-R notes are primarily a result of the significant deleveraging of the Class A-1A-R and Class A-1B-R notes following amortisation of the underlying portfolio since the payment date in January 2025. The affirmations on the ratings on the Class A-1A-R, Class A-1B-R, Class A-2A-R and Class A-2B-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-1A-R and Class A-1B-R notes have paid down by approximately EUR166.4 million (62.6%) and EUR3.3 million (62.6%), respectively, in the last 12 months. 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, Class B, Class C, Class D and Class E OC ratios are reported at 171.49%, 147.05%, 130.91%, 112.99% and 107.13% compared to January 2025[2] levels of 143.05%, 130.36%, 121.06%, 109.76% and 105.80%, respectively. Moody's notes that the January 2026 principal payments are not reflected in the reported OC ratios. 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: EUR201.2m Defaulted Securities: EUR0 Diversity Score: 34 Weighted Average Rating Factor (WARF): 3281 Weighted Average Life (WAL): 2.93 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.65% Weighted Average Coupon (WAC): 3.69% Weighted Average Recovery Rate (WARR): 44.35% 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. 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. FORTUNA CONSUMER 2024-2: DBRS Confirms B Rating on Class F Notes ---------------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the rated notes issued by Fortuna Consumer Loan ABS 2023-1 Designated Activity Company (Fortuna 2023-1), Fortuna Consumer Loan ABS 2024-1 Designated Activity Company (Fortuna 2024-1), Fortuna Consumer Loan ABS 2024-2 Designated Activity Company (Fortuna 2024-2), and Fortuna Consumer Loan ABS 2025-1 Designated Activity Company (Fortuna 2025-1), (together `the Issuers'), as follows: Fortuna 2023-1: -- Class B Notes confirmed at AAA (sf) -- Class C Notes upgraded to AAA (sf) from AA (sf) -- Class D Notes upgraded to AA (high) (sf) from A (sf) -- Class E Notes upgraded to A (high) (sf) from BBB (sf) Fortuna 2024-1: -- Class A Notes confirmed at AAA (sf) -- Class B Notes upgraded to AA (high) (sf) from AA (sf) -- Class C Notes upgraded to AA (low) (sf) from A (high) (sf) -- Class D Notes upgraded to A (sf) from BBB (high) (sf) -- Class E Notes upgraded to BBB (sf) from BB (high) (sf) -- Class F Notes upgraded to BB (high) (sf) from B (high) (sf) Fortuna 2024-2: -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (high) (sf) -- Class D Notes confirmed at BBB (high) (sf) -- Class E Notes confirmed at BB (high) (sf) -- Class F Notes confirmed at B (sf) Fortuna 2025-1: -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (sf) -- Class D Notes confirmed at BBB (high) (sf) -- Class E Notes confirmed at BB (sf) -- Class F Notes confirmed at B (high) (sf) -- Class G Notes upgraded to BBB (low) (sf) from B (high) (sf) The credit ratings on Class A Notes and Class B Notes, as well as the Class C Notes of Fortuna 2023-1, address the timely payment of interest and ultimate payment of principal on or before the respective legal final maturity date. The credit ratings of the remaining rated notes address the ultimate payment of interest (but timely when as the most senior class outstanding) and the ultimate repayment of principal by the respective legal final maturity date. The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the January 2026 payment date; -- Updated probability of default (PD), loss given default (LGD), and expected loss assumptions for the aggregate collateral pool; -- Current available credit enhancement to the rated notes to cover the expected losses at their respective credit rating levels; and -- No revolving termination events have occurred for Fortuna 2025-1. CREDIT RATING RATIONALE The transactions are securitizations backed by portfolios of unsecured fixed-rate consumer loans brokered through auxmoney GmbH (auxmoney) in co-operation with Süd-West-Kreditbank Finanzierung GmbH, granted to individuals domiciled in Germany and serviced by CreditConnect GmbH, a fully owned subsidiary of auxmoney. Each of the four transactions included a revolving period of 12 months. Fortuna 2025-1 is the only transaction still in its revolving period, and it is scheduled to end on the April 2026 payment date. The transactions have separate interest and principal waterfalls. The notes in Fortuna 2023-1 are repaid sequentially, as for the other three transactions, the notes are repaid on a pro rata basis if no sequential amortization trigger event occurs. The notes in Fortuna 2025-1 will start amortizing after the end of the revolving period, except for the Class G Notes which are getting repaid during the revolving period through the interest priority of payment, in 12 equal instalments. PORTFOLIO PERFORMANCE The four portfolios are performing within Morningstar DBRS' expectations. As of the January 2026 payment date, delinquencies were low, with dunning levels 3 and 4 ratios as follows: -- Fortuna 2023-1: 1.0% and 0.4%, respectively; -- Fortuna 2024-1: 1.1% and 0.5%, respectively; -- Fortuna 2024-2: 0.7% and 0.3%, respectively; and -- Fortuna 2025-1: 0.4% and 0.2%, respectively. Dunning levels are defined by auxmoney as a combination of the amount in arrears, and the days past due. As of the January 2026 payment date, gross cumulative defaults ratios of the portfolios initial balances were as follows: -- Fortuna 2023-1: 15.1%; -- Fortuna 2024-1: 10.6%; -- Fortuna 2024-2: 4.9%; and -- Fortuna 2025-1: 1.6%. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS maintained its base case LGD assumption at 72.5% and updated its base case PD assumption based on loan-by-loan analysis of the remaining pool of receivables, as follows: -- Fortuna 2023-1: 12.5%; -- Fortuna 2024-1: 11.3%; and -- Fortuna 2024-2: 9.8%. The base case PD assumption of 9.4% for Fortuna 2025-1 has been maintained as the transaction is still within its revolving period, and Morningstar DBRS based its analysis on the potential migration of the pool during this period. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the rated notes. The transactions benefit from liquidity support provided by an amortizing cash reserve, only available to the Issuers in scenarios where the interest and principal collections are not sufficient to cover the shortfalls in senior expenses, senior swap payments (if any) and non-deferred interest payments on the rated notes. As of the January 2026 payment date, the reserves are at their target balances, as follows: -- Fortuna 2023-1: EUR 2.5 million, which is its floor level of 0.75% of the initial balance of the Class A to F Notes; -- Fortuna 2024-1: EUR 4.3 million, or 1.7% of the outstanding balance of the Class A to F Notes; -- Fortuna 2024-2: EUR 6.7 million, or 1.5% of the outstanding balance of the Class A to G Notes; and -- Fortuna 2025-1: EUR 6.3 million, or 1.5% of the outstanding balance of the Class A to G Notes. Citibank Europe plc acts as the account bank for Fortuna 2023-1, U.S. Bank Europe DAC acts as the account bank for Fortuna 2024-1, and Deutsche Bank AG acts as the account bank for Fortuna 2024-2 and Fortuna 2025-1. Based on Morningstar DBRS' private and public credit ratings on the various account banks, the downgrade provisions outlined in the transactions documents, and structural mitigants inherent in the transactions structures, Morningstar DBRS considers the risk arising from the exposure to the account banks to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. BNP Paribas SA (BNP) acts as the hedging counterparty in the transactions. Morningstar DBRS' public Long Term Critical Obligations Rating of AA (high) on BNP is consistent with the First Rating Threshold as described in Morningstar DBRS' " Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in euro unless otherwise noted. HENLEY CLO VII: S&P Assigns B-(sf) Rating on Class F-R-R Notes -------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Henley CLO VII DAC's class A Loan and class A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction and also issued additional subordinated notes equalling EUR2.0 million. This transaction is a reset of the already existing transaction that closed in April 2022. The issuance proceeds of the refinancing notes were used to redeem the refinanced debt (the original transaction's class A Loan and class A-R, B-R, C-R, D-R, E-R, and F-R notes, for which we withdrew our ratings at the same time), and pay fees and expenses incurred in connection with the reset. The ratings assigned to the reset notes reflect S&P's 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 collateral manager's experienced team, which can affect the performance of the rated debt 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 2,859.03 Default rate dispersion 401.48 Weighted-average life (years) 4.68 Weighted-average life (years) including reinvestment 4.58 Obligor diversity measure 146.01 Industry diversity measure 21.07 Regional diversity measure 1.22 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.94 Actual fixed rate assets (%) 2.94 Portfolio target par amount (mil. EUR) 400 Actual 'AAA' weighted-average recovery (%) 36.52 Actual weighted-average spread 3.71 Actual weighted-average coupon 6.73 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on Aug. 13, 2030. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.71%), covenanted weighted-average coupon (5.50%), and the covenanted weighted-average recovery rate at each rating level. "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. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R to E-R-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, until Aug. 13, 2030, during which the transaction's credit risk profile could deteriorate, we have capped our assigned ratings on these notes. "For the class A Loan and class A-R-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with the assigned rating. "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-R-R to F-R-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R-R to E-R-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning 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-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 or limit assets from being related to certain industries. 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." Henley CLO VII DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Napier Park Global Capital LTD is the collateral manager. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R-R AAA (sf) 83.00 38.00 Three/six-month EURIBOR plus 1.24% A Loan AAA (sf) 165.00 38.00 Three/six-month EURIBOR plus 1.24% B-R-R AA (sf) 43.00 27.25 Three/six-month EURIBOR plus 1.65% C-R-R A (sf) 26.00 20.75 Three/six-month EURIBOR plus 1.90% D-R-R BBB- (sf) 28.00 13.75 Three/six-month EURIBOR plus 2.50% E-R-R BB- (sf) 17.00 9.50 Three/six-month EURIBOR plus 4.60% F-R-R B- (sf) 13.00 6.25 Three/six-month EURIBOR plus 7.75% Sub. Notes NR 30.50 N/A N/A *The ratings assigned to the class A Loan and class A-R-R and B-R-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub. notes--Subordinated notes. NR--Not rated. N/A--Not applicable. MAN GLG V: Moody's Affirms Ba2 Rating on EUR26MM Class E Notes -------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Man GLG Euro CLO V Designated Activity Company: EUR4,250,000 Class C-1 Deferrable Mezzanine Floating Rate Notes due 2031, Upgraded to Aaa (sf); previously on Sep 10, 2025 Upgraded to Aa1 (sf) EUR8,000,000 Class C-2R Deferrable Mezzanine Fixed Rate Notes due 2031, Upgraded to Aaa (sf); previously on Sep 10, 2025 Upgraded to Aa1 (sf) EUR15,750,000 Class C-3 Deferrable Mezzanine Floating Rate Notes due 2031, Upgraded to Aaa (sf); previously on Sep 10, 2025 Upgraded to Aa1 (sf) EUR18,000,000 Class D-1 Deferrable Mezzanine Floating Rate Notes due 2031, Upgraded to Aa3 (sf); previously on Sep 10, 2025 Upgraded to A3 (sf) EUR2,000,000 Class D-2R Deferrable Mezzanine Fixed Rate Notes due 2031, Upgraded to Aa3 (sf); previously on Sep 10, 2025 Upgraded to A3 (sf) Moody's have also affirmed the ratings on the following notes: EUR234,000,000 (Current outstanding amount EUR28,900,792) Class A-1R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Sep 10, 2025 Affirmed Aaa (sf) EUR14,000,000 Class A-2R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Sep 10, 2025 Affirmed Aaa (sf) EUR8,000,000 Class B-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Sep 10, 2025 Affirmed Aaa (sf) EUR20,000,000 Class B-2R Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf); previously on Sep 10, 2025 Affirmed Aaa (sf) EUR10,000,000 Class B-3 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Sep 10, 2025 Affirmed Aaa (sf) EUR26,000,000 Class E Deferrable Junior Floating Rate Notes due 2031, Affirmed Ba2 (sf); previously on Sep 10, 2025 Affirmed Ba2 (sf) EUR12,000,000 Class F Deferrable Junior Floating Rate Notes due 2031, Affirmed Caa1 (sf); previously on Sep 10, 2025 Downgraded to Caa1 (sf) Man GLG Euro CLO V Designated Activity Company, issued in November 2018, and refinanced in March 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by GLG Partners LP. The transaction's reinvestment period ended in December 2022. RATINGS RATIONALE The rating upgrades on the Class C-1, Class C-2R, Class C-3, Class D-1 and Class D-2R notes are primarily a result of the deleveraging of the Class A-1R notes following amortisation of the underlying portfolio since the last rating action in September 2025. The affirmations on the ratings on the Class A-1R, Class A-2R, Class B-1, Class B-2R, Class B-3, Class E notes and Class F 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-1R notes have paid down by approximately EUR72.8 million (31% of its original balance) since the last rating action in September 2025. As a result of the deleveraging, over-collateralisation (OC) has increased for all rated notes except Class F notes. According to the trustee report dated January 2026[1], the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 210.93%, 156.70%, 132.38%, 110.16% and 102.24%, compared to August 2025[2] levels of 161.91%, 136.97%, 123.39%, 109.30% and 103.83%, respectively. The deleveraging and OC improvements primarily resulted from high prepayment rates of leveraged loans in the underlying portfolio. Most of the prepaid proceeds have been applied to amortise the liabilities. All else held equal, such deleveraging is generally a positive credit driver for the CLO's rated liabilities. 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: EUR174.6m Defaulted Securities: EUR4.0m Diversity Score: 38 Weighted Average Rating Factor (WARF): 3446 Weighted Average Life (WAL): 3.21 years Weighted Average Spread (WAS): 3.76% Weighted Average Coupon (WAC): 4.02% Weighted Average Recovery Rate (WARR): 43.67% Par haircut in OC tests and interest diversion test: 3.75% 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. -- 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. ========= I T A L Y ========= BFF BANK: Moody's Affirms Ba2 Issuer & Sr. Unsecured Debt Ratings ----------------------------------------------------------------- Moody's Ratings has affirmed all ratings and assessments of BFF Bank S.p.A. (BFF) including its: long-term (LT) and short-term (ST) deposit ratings of Baa2/Prime-2 respectively, LT issuer and senior unsecured debt ratings of Ba2, preferred stock non-cumulative rating of B2(hyb), LT and ST Counterparty Risk Ratings of Baa2/Prime-2, LT and ST Counterparty Risk Assessments of Baa2(cr)/Prime-2(cr) as well as its Baseline Credit Assessment (BCA) and Adjusted BCA of ba2. The outlooks on the LT deposit, LT issuer and senior unsecured debt ratings remain stable. RATINGS RATIONALE This rating action follows BFF's recent profit warning and change in corporate leadership on February 02, 2026, along with the full-year 2025 results announcement on February 11, 2026. BFF disclosed that an internal review identified multiple operational errors, which led to a restatement of its 2024 equity, and booked substantial credit provisions that will have affect profitability at least through 2027. BFF's updated adjusted net income target for 2026 has been reduced to about EUR160 million, from EUR240 million. Moody's considers these developments to be negative. This development contrasts with BFF's November 2025 announcement that, upon completion of a supervisory governance review, the Bank of Italy had lifted bans imposed since May 2024 on the distribution of profits, the payment of variable remuneration and the bank's international expansion. -- AFFIRMATION OF THE BCA The affirmation of BFF's ba2 BCA balances the bank's repeated risk management and governance shortcomings, which affect profit stability, with the new management's shift toward a more conservative risk management approach for its factoring portfolio. Although Moody's considers that risks related to the bank's future profitability, funding and liquidity have risen, Moody's considers that they remain compatible with a ba2 BCA. BFF's BCA reflects the bank's moderate asset risk, featuring a high asset concentration to public administrations - mainly in Italy. Factoring makes up about half of BFF's total assets, while most of the remaining assets are Government of Italy (Baa2 stable) bonds. The higher provisioning policy for the bank's factoring business has not changed Moody's assessments of its risk profile. Moody's ba2 BCA already factored in that such sector concentration could weaken the bank's asset quality in a stressed scenario. Additionally, Moody's projection for return on tangible assets remains broadly unchanged at around 1%, which compares well to domestic peers. However, the recurrent risk management issues lead to profit volatility, which is reflected in Moody's assessments. Moody's also expects BFF to maintain a solid capital position, with the bank targeting a Common Equity Tier 1 ratio above 13%, supported by reduced shareholder distributions. Moody's considers BFF's funding as one of its main risk factors given its structural reliance on less stable sources and a concentration of institutional depositors. Recent developments could weigh on investor and depositor confidence, potentially increasing BFF's refinancing risk. Nevertheless, the bank holds substantial liquid assets and faces no bond maturities over the next two years. Moody's continues to reflect BFF's low level of business diversification through a one notch negative adjustment in its ba2 BCA, given its reliance on factoring receivables from public administrations as the main source of profitability, relative to securities services and payments activities that primarily generate deposits. Furthermore, BFF's recurring risk management and governance shortcomings continue to be reflected in an additional one-notch downward adjustment for strategy, risk appetite and governance. Under Moody's environmental, social and governance (ESG) framework, Moody's continues to reflect the governance risks and demands placed on BFF' new management, resulting in an unchanged governance issuer profile score (IPS) of G-4 and an ESG credit impact score of CIS-4, indicating the material impact of elevated governance risks on the current ratings. -- AFFIRMATION OF BFF'S LT DEPOSIT AND SENIOR UNSECURED DEBT RATINGS The affirmation of BFF's LT Baa2 deposit ratings, and Ba2 senior unsecured debt and LT issuer ratings reflects, the affirmation of the bank's BCA and Moody's unchanged assumption of an extremely low and moderate loss given failure under Moody's Advanced Loss Given Failure (LGF) analysis, resulting in a three-notch uplift and no uplift from the ba2 BCA, respectively. BFF's ratings continue to factor in a low probability of support from the Italian government which results in no further rating uplift. OUTLOOK The stable outlooks on BFF's LT deposit, LT issuer and senior unsecured debt ratings reflect Moody's expectations that the bank's creditworthiness will remain resilient over the next 12 to 18 months, despite profitability being more moderate than previously anticipated and heightened market scrutiny of the bank's performance, which could give rise to some funding pressures. The stable outlooks also consider structural governance risks, while acknowledging BFF's commitment to improving its risk management framework. The stable outlooks also reflect Moody's expectations that the volume of both senior unsecured debt and subordinate instruments will stay roughly unchanged over the outlook period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of BFF's ratings is unlikely due to ongoing governance concerns at the bank. Nonetheless, a rating upgrade could occur if all things equal, there is a significant increase in capital buffers, higher and more predictable profitability, along with reduced refinancing risk - including lower deposit concentration - and stronger liquidity buffers. Over time, a rating upgrade could also reflect a sustained governance strengthening leading to more predictable performance of the bank's business model. An increase in the pool of loss-absorbing liabilities subject to bail-in could also result in an upgrade of its LT issuer and senior unsecured debt ratings because of lower loss given failure. Moody's could downgrade BFF's ratings if new governance concerns emerge, or if asset risk, capital, profitability, refinancing, or liquidity risks worsen beyond what Moody's anticipates. Additionally, a decrease in the pool of liabilities available for bail-in could also lead to a downgrade of its LT deposit, LT issuer and senior unsecured debt ratings due to a higher loss given failure. This could happen if the bank undergoes significant growth. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks published in November 2025. BFF's standalone BCA of ba2 is four notches below its initial "Financial Profile" of baa1. This primarily reflects Moody's qualitative evaluation of risks associated with limited business diversification and ongoing governance concerns. =================== K A Z A K H S T A N =================== RG BRANDS: Moody's Assigns 'B2' CFR, Outlook Positive ----------------------------------------------------- Moody's Ratings has assigned a B2 corporate family rating and a B2-PD probability of default rating to RG Brands Holding Limited (RGBH or the company). The outlook is positive. Concurrently, Moody's have withdrawn the B2 CFR and B2-PD PDR of JSC RG Brands (RG Brands). At the time of withdrawal, the outlook was stable. The assignment of ratings to RGBH and the withdrawal of the ratings of JSC RG Brands follow the completion of the group's corporate reorganisation, under which Dubai International Financial Centre (DIFC)-domiciled RGBH has become the new holding company, consolidating all the group's assets, including those in Kazakhstan (JSC RG Brands), Kyrgyzstan (RG Brands Kyrgyzstan LLC) and Uzbekistan (RG Brands South LLC). RGBH will be the reporting entity for the consolidated group going forward. RATINGS RATIONALE The B2 rating and a positive outlook reflects Moody's views that transition of reporting and asset consolidation from JSC RG Brands to RGBH enhances transparency and will strengthen governance. Consolidating the group under RGBH removes the sizeable related party transactions and shareholder distributions linked to the corporate reorganization that started in 2020, as well as the additional intragroup flows that emerged after the transfer of trading subsidiaries in Kyrgyz Republic (B3 positive) and Uzbekistan (Ba3 positive) out of JSC RG Brands. Although the scale of related party activity has significantly reduced at the consolidated level, there still remain some significant transactions, including the shareholder debt, which stood at USD50 million as of June 30, 2025. However, the company expects to unwind these transactions over the next 12–18 months and resume dividend distributions from 2027. In addition, following the transition of the rating to RGBH, all of the company's substantial liquidity reserves fall within the group's consolidated perimeter, strengthening its balance sheet and liquidity position. The company's cash and fixed income securities totalled USD112 million as of June 30, 2025, of which USD101 million were investments held in liquid investment grade bonds. These two liquidity sources almost fully cover Moody's adjusted total debt of around USD129 million. The positive outlook also incorporates Moody's expectations that, despite the termination of bottling agreements for PepsiCo, Inc. (PepsiCo, A1 stable) products beginning in Q4 2025, RGBH will maintain solid credit metrics in 2026–27. Moody's expects temporary softening of metrics in 2025, with the company's profitability declining below the 2024 level and Moody's forecasts gross leverage rising above 2.5x. This is primarily driven by the PepsiCo exit and higher operating and capital expenditure under RGBH's strategic focus on building and strengthening its proprietary brand portfolio, including the rollout of new and relaunched brands. Over the next 12–18 months, RGBH's credit profile is likely to improve as the company expands into the fast growing Uzbekistan and Kyrgyzstan markets and replaces PepsiCo products in the company's product range with higher margin in house brands. However, the actual evolution of the company's operating and financial profiles will depend on its ability to scale up sales of its own brands in line with its strategic plan to fully substitute PepsiCo products, while sustaining further sales growth. RGBH's B2 rating reflects (1) the company's strong market share and leading domestic position, supported by solid growth fundamentals; (2) its diversified product portfolio with strong brand names; (3) modern production facilities; and (4) prudent financial management, with historically strong credit metrics, including leverage of 1.7x Moody's-adjusted gross debt/EBITDA and 0.3x on a net debt basis as of June 30, 2025. The rating also factors in (1) the company's relatively small scale of operations by international standards despite continued rapid growth; (2) its high geographic concentration in Kazakhstan (Baa1 stable), which exposes the business to local economic and foreign exchange risks, partly mitigated by expansion into the fast growing Uzbekistan and Kyrgyzstan markets; and (3) a concentrated ownership structure, partly offset by the presence of independent members in the board and the established corporate governance practices. OUTLOOK The positive outlook incorporates Moody's expectations that the company will continue to reduce its remaining related-party transactions over the next 12–18 months, leading to greater financial transparency and stronger governance. It also reflects Moody's views that RGBH will continue to grow sales, including from newly launched proprietary products, and will maintain strong credit metrics despite the termination of bottling agreements for PepsiCo brands in 2025, while proactively managing its liquidity needs in a timely manner. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS RGBH could be upgraded if the company (1) continues to grow its revenue, while maintaining a significant market share in key markets; (2) develops a track record of adherence to strong corporate governance, including control and transparency over related-party transactions and shareholder distributions; (3) maintains its debt/EBITDA at or below 2.5x and EBITA/interest expense above 2.5x on a sustainable basis (all metrics are Moody's-adjusted); and (4) retains strong liquidity and compliance with all debt covenants. RGBH's rating could be downgraded if the company's gross debt/EBITDA rises above 3.5x, EBITA/interest expense declines to below 1.5x and EBITA margin reduces significantly below 10% on a sustained basis (all metrics are Moody's-adjusted). Eroding liquidity could also result in a rating downgrade. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Soft Beverages published in September 2025. RGBH's B2 rating is three notches below the Ba2 scorecard-indicated outcome because of uncertainties over the evolution of the company's operating and financial profiles following the termination of its bottling agreements for PepsiCo's brands in 2025. Other factors include RGBH's small size and high geographical concentration in emerging markets as well as corporate governance risks related to its concentrated ownership and significant related-party transactions. COMPANY PROFILE Domiciled in Dubai International Financial Centre (DIFC), RGBH is a leading private beverage and food company in Kazakhstan, with its own manufacturing and distribution facilities. The company predominantly operates in Kazakhstan and Kyrgyzstan and is developing operations in Uzbekistan, while retaining some business in Russia. The company's beverages portfolio consists of juices, carbonated soft drinks, energy drinks as well as mineral, still and flavoured water, while its food product portfolio includes packaged goods, such as tea and ultra-high-temperature milk. The company generated revenue of $413.6 million in the 12 months that ended June 30, 2025. Kairat Mazhibayev owns 100% of the company's shares through Area Plus DMCC. =================== L U X E M B O U R G =================== RAIZEN FUELS: Fitch Lowers Rating on Sr. Unsecured Notes to 'CCC' ----------------------------------------------------------------- Fitch Ratings has downgraded Raizen S.A.'s and Raizen Energia S.A.'s (jointly, Raizen) Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) to 'CCC' from 'B', and Raizen Fuels Finance S.A.'s senior unsecured notes due in 2027, 2032, 2034, 2035, 2037 and 2054 to 'CCC' with a Recovery Rating of 'RR4' from 'B/RR4'. Fitch has also downgraded Raizen's National Long-Term Ratings and its second, third and fourth debentures issued by Raizen S.A. and the fourth and fifth debentures issued by Raizen Energia S.A to 'CCC (bra)' from 'BBB- (bra)'. The Negative Rating Watch has been removed from all ratings and issuances. The downgrade to 'CCC' follows the company's announcement today (Feb. 9, 2026) that it hired an advisor to assess strategic alternatives to strengthen its liquidity position, optimize its capital structure, and improve its market interaction. Fitch did not know or consider the information in the rating action taken this morning to downgrade the issuer to 'B'/Rating Watch Negative (RWN) from 'BBB-'/RWN. The uncertainty regarding potential next steps and doubts regarding shareholder willingness and incentives to provide support were reflected in the Rating Watch. The current CCC category rating reflects Fitch's view that there is substantial credit risk, and a default or default-like process is possible following the company's and its shareholders' actions. Key Rating Drivers Please refer to Raizen's RAC published on Feb. 9, 2026. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The commencement of a Fitch-defined default process; - Announcement of a Distress Debt Exchange (DDE) or any type of debt restructuring; - Further deterioration of operational and financial indicators. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - While Fitch does not anticipate an upgrade in the near term due to the company's elevated leverage, material capital injection could support an upgrade. Issuer Profile Raizen is the leading S&E producer and the second-largest fuel distributor in Brazil with a presence in Argentina. The company is a joint venture controlled by Shell Plc and Cosan S.A. 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. 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 ----------- ------ -------- ----- Raizen Fuels Finance S.A. senior unsecured LT CCC Downgrade RR4 B Raizen S.A. LT IDR CCC Downgrade B LC LT IDR CCC Downgrade B Natl LT CCC(bra)Downgrade BBB-(bra) senior unsecured Natl LT CCC(bra)Downgrade BBB-(bra) Raizen Energia S.A. LT IDR CCC Downgrade B LC LT IDR CCC Downgrade B Natl LT CCC(bra)Downgrade BBB-(bra) senior unsecured Natl LT CCC(bra)Downgrade BBB-(bra) ===================== N E T H E R L A N D S ===================== COLOSSEUM DENTAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings has affirmed the B2 long term corporate family rating and the B2-PD probability of default rating of Colosseum Dental Finance B.V. (CDG or the company), a large dental care services provider in Europe. Moody's have also affirmed the B2 ratings on the senior secured term loan B due 2032 and the senior secured revolving credit facility (RCF) due 2031 borrowed by CDG. The outlook remains stable. RATINGS RATIONALE The affirmation reflects steady organic and acquisition driven growth in 2025, which Moody's expects to continue through 2026. Moody's adjusted debt/EBITDA was elevated for the B2 rating category at an estimated 7.0x in 2025, including earn outs and put options, and around 6.8x on an annualized basis for completed acquisitions. However, Moody's expects leverage to trend in 2026 towards the expectations for the rating, with Moody's adjusted debt/EBITDA improving to around 6.3x (and around 6.0x on an annualized basis for expected acquisition activity). Moody's expects debt-funded acquisitions to continue to moderate the pace of deleveraging. CDG generated like for like organic revenue growth of 3% and EBITDA growth of 7% in 2025 (company adjusted). Including acquisitions, growth was 7% and 13% respectively. For 2026, Moody's expects higher growth supported by both organic expansion and further bolt on M&A. Liquidity remains good. The company reported negative Moody's adjusted free cash flow in 2025 and also engaged in debt-funded acquisition activity. Moody's expects free cash flow to improve and turn positive in 2026, supported by higher EBITDA, lower exceptional costs and improving interest cost, though Moody's also expects acquisitions activity to continue to be significantly debt-funded. The B2 CFR remains supported by CDG's (1) sizable and geographically diverse European platform; (2) high proportion of recurring activity and diversified payor mix; (3) largely variable cost structure supporting profitability; (4) track record of positive organic growth and successful integration of acquisitions; and (5) good liquidity. These strengths are offset by (1) high financial leverage including acquisition related earn outs, which Moody's treats as debt; (2) limited expected free cash flow generation and deb-funded acquisition activity; (3) exposure to labour market pressures for clinical professionals; and (4) regulatory risk associated with operating across multiple jurisdictions and some exposure to discretionary consumer spending. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS CDG is exposed to social risks linked to healthcare regulations, affordability and service quality expectations, as well as labour supply constraints for skilled dental clinicians. The company is also exposed to cyber security risk given patient data handling requirements. Governance considerations include ownership concentration under Jacobs Holding AG and a financial policy consistent with operating at high leverage. STRUCTURAL CONSIDERATIONS The senior secured term loan B and the senior secured RCF are rated in line with the CFR because they constitute the majority of the capital structure and benefit from similar security and guarantees. Earn outs and put options payable to non controlling interests are treated as unsecured and structurally subordinated. A shareholder loan remains in the structure and is treated as equity. A PIK note sits outside the restricted group. RATING OUTLOOK The stable outlook reflects Moody's expectations that CDG will maintain mid single digit organic growth, preserve solid profitability, and successfully integrate bolt on acquisitions. Moody's expects Moody's adjusted debt/EBITDA to trend toward 6.0x over the next 12–18 months. The outlook does not incorporate larger debt funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure may arise if: -– Moody's adjusted debt/EBITDA declines sustainably below 5.0x; -– Moody's adjusted EBITA/interest expense rises above 2.0x; -– Moody's adjusted FCF/debt exceeds 5% on a sustained basis. Downward pressure may arise if: -– Moody's adjusted debt/EBITDA does not trend toward 6.0x; -– Moody's adjusted EBITA/interest expense remains below 1.5x; -– The company is unable to generate positive Moody's adjusted free cash flow or liquidity worsens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE CDG is a large European dental services provider operating 628 clinics and 50 dental laboratories across 11 countries. Its services range from general dentistry and hygiene to specialist treatments including implantology, prosthetics, orthodontics and cosmetic dentistry. In 2025, CDG generated EUR1.3 billion of revenue. ENSTALL GROUP: S&P Lowers Rating on $375MM Term Loan B to 'CCC-' ---------------------------------------------------------------- S&P Global Ratings lowered its ratings on Enstall Group, its $375 million term loan B (TLB), and its EUR100 million-equivalent RCF to 'CCC-' from 'CCC'. The recovery rating on the debt remains '3', indicating S&P's expectation of about 50% recovery prospects for creditors in the event of a payment default. S&P said, "The negative outlook indicates that we could lower our ratings if Enstall is unable to fully repay, or extend the maturity of the RCF due in August 2026. We could also take this action if it pursues a transaction that we consider tantamount to a default, including a subpar exchange or a debt restructuring." Enstall has not yet addressed the refinancing or maturity extension of its EUR100 million revolving credit facility (RCF) due in August 2026. S&P said, "We continue to assess Enstall's liquidity as weak, and we project free operating cash flow (FOCF) to remain materially negative in 2026 and 2027. "As such, we believe that Enstall faces a high likelihood of a conventional default or a debt restructuring that we could consider tantamount to a default in the next six months. "We believe there is a heightened risk of a conventional default, or a debt restructuring that we could view as tantamount to a default. Enstall's has not yet refinanced or extended the maturity of its EUR100 million RCF that matures in August 2026. If it does not refinance the RCF, we believe that Enstall will face a liquidity crunch in the coming months. As of Dec. 31, 2025, the company had EUR63 million cash on balance sheet, and the RCF was drawn by about EUR50 million. We expect persisting negative free operating cash flow generation in 2026. In addition, we factor in that availability under the RCF is constrained by the net leverage covenant stipulating maximum leverage of 7.0x at the end of March 2026 when drawings exceed EUR51.2 million. Should Enstall refinance its capital structure, we believe that investors could receive less value than the original promise, which we would see as a debt restructuring. "Enstall's operating performance remains weaker than our forecast in September 2025. For 2025, we expect revenue of about EUR647 million, bolstered by the full consolidation of the Schletter acquisition. We also expect a S&P Global Ratings-adjusted EBITDA of about EUR49 million (after all the restructuring costs and one-off items) from EUR65 million-EUR70 million expected in our previous base-case scenario, leading to our adjusted leverage ratio at above 20.0x. Demand for solar mounting systems remains subdued, and we do not expect a meaningful recovery in 2026. "The negative outlook indicates that we could lower our rating if Enstall is unable to fully repay, or extend the maturity of, the RCF due in August 2026. We could also take this action if the company pursues a transaction that we consider tantamount to a default, including a subpar exchange or a debt restructuring. "We could lower the rating if Enstall announces a debt restructuring, or a distressed exchange transaction, which we would classify as a default. We could also lower the rating if liquidity deteriorates further such that we view default as virtually certain, or if the company misses a scheduled interest or principal payment. "We could take a positive rating action if the likelihood of a near-term default decreases and Enstall's liquidity position materially improves. This could occur if Enstall successfully renegotiates its upcoming RCF maturity on satisfactory terms, while exceeding our base-case projections to demonstrate a path to sustainable leverage reduction and improvement in its free operating cash flow profile." JUBILEE PLACE 9: DBRS Gives Prov. BB(high) Rating on X2 Notes ------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the residential mortgage-backed notes (the Notes) to be issued by Jubilee Place 9 B.V. (the Issuer) as follows: -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (low) (sf) -- Class C Notes at (P) A (low) (sf) -- Class D Notes at (P) BBB (high) (sf) -- Class E Notes at (P) BBB (sf) -- Class X1 Notes at (P) BBB (low) (sf) -- Class X2 Notes at (P) BB (high) (sf) The provisional credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in October 2061. The provisional credit rating on the Class B Notes addresses the timely payment of interest when most senior and the ultimate payment of principal by the legal final maturity date. The provisional credit ratings on the Class C, Class D, Class X1 and Class X2 Notes address the ultimate payment of interest and principal by the legal final maturity date. The credit rating assigned to the Class E Notes addresses the ultimate repayment of principal on or before the final maturity date. Morningstar DBRS does not rate the Class S1, Class S2, or Class R Notes, which are also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer will be a bankruptcy-remote special-purpose vehicle incorporated in the Netherlands. The Issuer will use the proceeds from the notes to fund the purchase of Dutch mortgage receivables originated by Dutch Mortgage Services B.V., DNL 1 B.V., and Community Hypotheken B.V. (collectively, the Originators) from Citibank, N.A., London Branch (Citibank). The Originators are specialized residential buy-to-let real estate lenders operating in the Netherlands that started their lending businesses in 2019. They have a forward flow agreement with Citibank to finance assets originated on an agreed set of underwriting criteria and policies. As of December 31, 2025, the portfolio consisted of 813 loans with a total portfolio balance of approximately EUR 386.4 million. The weighted-average (WA) seasoning of the portfolio is 1.1 years with a WA remaining term of 27.4 years. As per Morningstar DBRS calculation, the WA indexed current loan-to-value ratio of 70.8% is in line with that of previous Jubilee Place transactions. The portfolio consists of interest-only loans (86.8%) and annuity mortgage loans (13.2%). Most of the loans (67.4%) were granted for the purpose of remortgaging. All of the loans in the portfolio are fixed with a compulsory future switch to floating rate while the notes pay a floating rate. To address this interest rate mismatch, the transaction is structured with a fixed-to-floating interest rate swap where the Issuer pays a fixed rate and receives three-month Euribor over a notional, which is a defined amortization schedule. Morningstar DBRS calculated the credit enhancement for the Class A Notes to be 9.74%, provided by the subordination of the Class B to Class E Notes and the liquidity reserve fund (LRF). Credit enhancement for the Class B Notes will be 3.24%, provided by the subordination of the Class C to Class E Notes and the LRF. Credit enhancement for the Class C Notes will be 0.99%, provided by the subordination of the Class D Notes, the Class E Notes, and the LRF. Credit enhancement for the Class D Notes will be 0.39%, provided by the subordination of the Class E Notes and the LRF. Credit enhancement for the Class E Notes will be 0.24%, provided by the LRF. The transaction benefits from an amortizing LRF that the Issuer can use to cover shortfalls on senior expenses and interest payments on the Class A and Class B Notes once most senior. The LRF will be partially funded at closing at 0.25% of (100/95) of the initial balance of the Class A and Class B Notes and will build up until it reaches its target of 1.00% of (100/95) of the outstanding balance of the Class A and Class B Notes. The LRF is floored at 0.25% of (100/95) of the initial balance of the Class A and Class B Notes until the first optional redemption date. The LRF indirectly provides credit enhancement for all classes of Notes as released amounts will be part of the principal available funds. Additionally, the Notes will have liquidity support from principal receipts, which can be used to cover senior expenses and interest shortfalls on the Class A Notes or the most senior class of Notes outstanding once the Class A Notes have fully amortized. The Issuer will enter into a fixed-to-floating swap with Citibank Europe plc (rated AA (low) with a Stable trend by Morningstar DBRS) to mitigate the fixed interest rate risk from the mortgage loans and the three-month Euribor payable on the loan and the Notes. The notional of the swap is a predefined amortization schedule of the assets. The Issuer will pay a fixed swap rate and receive three-month Euribor in return. The swap documents are in line with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. The Issuer account bank is Citibank Europe plc, Netherlands Branch. Based on Morningstar DBRS' private credit rating on the account bank, the downgrade provisions outlined in the transaction documents, and structural mitigants inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS based its credit ratings primarily on the following considerations: -- The transaction capital structure, including the form and sufficiency of available credit enhancement and liquidity provisions. -- The credit quality of the mortgage portfolio and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The ability of the transaction to withstand stressed cash flow assumptions and repay the notes according to the terms of the transaction documents. Morningstar DBRS analyzed the transaction cash flows using the PD and LGD outputs provided by its European RMBS Insight Model. Morningstar DBRS analyzed transaction cash flows using Intex DealMaker. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk and the replacement language in the transaction documents; -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Notes: All figures are in euros unless otherwise noted. NOBIAN FINANCE: Moody's Affirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings changed the outlook on Nobian Finance B.V. (Nobian or the company) to negative from stable. Concurrently, Moody's affirmed Nobian's B2 corporate family rating and B2-PD probability of default rating, as well as the B2 ratings for the backed senior secured bank credit facilities. RATINGS RATIONALE The outlook change reflects weaker-than-expected credit metrics, including Moody's-adjusted gross leverage of around 7.1x for the last 12 months ended September 2025, mainly due to continued low end-market demand, a force majeure at a major salt customer, and a longer-than-planned turnaround in Rotterdam driven by a delayed turnaround of one of the customers. Meanwhile, the company also invested in finalizing its salt production capacity expansion in Denmark in 2025 and in the construction of its salt project in Haaksbergen, resulting in material negative Moody's-adjusted free cash flow (FCF) and a significant decline in its cash balance over the last year. Moody's expects capex spending to decline in 2026 compared with 2025 and to return to more normalized levels in 2027. Moody's do not forecast a recovery in end-market demand in 2026. However, the company should benefit from higher volumes due to no turnaround in Rotterdam and higher volumes with the salt customer who had a force majeure last year. Nonetheless, Moody's expects Moody's-adjusted gross leverage to remain in the 6.0x–6.5x range over the next 12–18 months, worse than Moody's expectations for its current rating. Furthermore, the wider European chemical industry faces a very challenging environment, as companies increasingly announce plant closures, including among some of Nobian's competitors. Imports of chemicals from the United States and China increased competitive pressure on European chemical producers, including a number of Nobian's customers which indirectly also affects Nobian. There are also some imports of caustic soda into Europe, which have a more direct impact on the company. Despite these pressures, Nobian has consistently maintained utilization rates (based on information provided by the company) above the European chlor-alkali industry average, using Euro Chlor as a benchmark. Nobian's chlorine facilities operate within highly integrated chemical clusters and therefore depend on a number of key customers. To date, the customer cluster supported Nobian's operating rates, allowing the company to outperform the broader European chlor-alkali utilization levels. However, these key customers are also not immune to the industry challenges and one of Nobian's smaller chlorine customers, a manufacturer of titanium dioxide, announced the idling of its facility in early 2025. It remains unclear whether the company can sustain this relatively stronger performance. More generally, Nobian's B2 CFR positively reflects the company's leading market positions in salt, chlor-alkali products and chloromethanes in Northwestern Europe; long-standing relationships and a high level of integration with its key customers; and no near term debt maturities. However, the company's geographical concentration in Northwestern Europe; customer concentration risks; and exposure to volatile caustic soda prices, are credit negative. Event and financial policy risks associated with private-equity ownership continue to weigh on the company's credit profile, including the risk of dividends, although Moody's do not expect such distributions in the current market environment. RATING OUTLOOK The negative outlook reflects Moody's expectations that the company's credit metrics will remain weak in 2026. Nonetheless, there is limited cushion in the rating for underperformance. LIQUIDITY Nobian's liquidity is adequate. As of the end of September 2025, the company had around EUR40 million of cash on balance and access to an undrawn EUR200 million backed senior secured revolving credit facility (RCF). In combination with forecast funds from operations, these sources should be sufficient to cover capital spending, working capital swings and working cash. The company also has access to a receivable backed line. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade ratings if the company built a track record and committed to financial policies leading to Moody's-adjusted debt to EBITDA well below 5.0x on a sustained basis; improving market conditions for Nobian's key chlorine and salt customers; Moody's-adjusted FCF/debt would be consistently in the high single digits (%); and the company maintains a good liquidity. Conversely, Nobian's ratings could be downgraded if its Moody's-adjusted debt/EBITDA remains above 6x on a sustainable basis; liquidity profile deteriorated, for instance as a result of sustained negative FCF; or Moody's-adjusted EBITDA interest coverage declined below 2.5x. Moody's would also consider downgrading the rating based on evidence of a more protracted delay in recovery of demand or operational challenges. The principal methodology used in these ratings was Chemicals published in October 2023. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Based in the Netherlands, Nobian is a vertically integrated leading European producer of salt, essential base chemicals, and energy solutions. The company is owned by the private equity firm The Carlyle Group (majority shareholder) and GIC Private Limited, a Singaporean sovereign wealth fund. PEGASUS MIDCO: Moody's Affirms 'B1' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings has affirmed the B1 long-term corporate family rating and the B1-PD probability of default rating of Pegasus Midco B.V. (Pegasus Midco), the parent company of Refresco Holding B.V. (together Refresco or the company). Concurrently, Moody's have affirmed the B1 backed senior secured debt ratings on the backed senior secured first lien term loans and the backed senior secured first lien revolving credit facility (RCF), all issued by the fully owned subsidiary Pegasus BidCo B.V. The outlook on all ratings remains stable. Refresco is a leading independent beverage solutions provider with production across North America, Europe and Australia. "The affirmation reflects Refresco's solid business profile and Moody's expectations that, despite temporarily elevated leverage following the announced acquisition of SunOpta Inc. (SunOpta), the company will gradually restore its credit metrics to levels commensurate with the B1 rating," said Paolo Leschiutta, Moody's Ratings Senior Vice President and lead analyst for Pegasus Midco. "While Moody's expects Moody's-adjusted gross leverage to reach around 6.0x, which is the maximum tolerated by the rating, once the transaction closes, Moody's expects this to be temporary, as deleveraging will be supported by resilient earnings, integration benefits and sustained free cash flow generation," Mr. Leschiutta added. RATINGS RATIONALE Pegasus Midco's B1 rating is supported by Refresco's significant scale and relevance as a leading independent beverage solutions provider across Europe, North America and Australia; a wide product offering across beverage categories and packaging formats; steady and predictable profitability; and a good track record of integrating acquired assets. The stable outlook reflects Moody's expectations that the company will continue to generate positive free cash flow and, following a temporary increase in leverage related to the SunOpta acquisition, will resume a deleveraging trajectory consistent with the B1 rating category. The affirmation follows the company's announcement [1] on February 6, 2026 that Refresco has entered into a definitive agreement to acquire SunOpta Inc. for $6.50 per share in cash, with closing expected in the second quarter of 2026, subject to customary approvals and conditions. Upon completion, SunOpta will become a wholly owned subsidiary of Refresco. Moody's understands the company plans to finance the acquisition with an add-on on its existing term loan. Moody's views the acquisition as strategically positive because it expands Refresco's North American capabilities into adjacent, faster-growing categories, notably plant-based and nutritional beverages, while adding assets and relationships that broaden customer coverage and enlarge distribution reach across channels including retail, foodservice and e-commerce. SunOpta's customized supply chain solutions and innovation capabilities across beverages and other "better-for-you" offerings should be complementary to Refresco's existing co-manufacturing model and support longer-term revenue opportunities and operating scale benefits. At the same time, the transaction will increase debt, and Moody's expects Moody's-adjusted gross leverage to rise close to 6.0x, which is at the maximum level tolerated by the rating. However, Moody's expects leverage to improve thereafter as Refresco benefits from the acquired earnings base, integration actions and disciplined financial policy, supported by the company's historically predictable earnings profile and continued positive free cash flow generation. LIQUIDITY Refresco's liquidity is expected to remain good. This is supported by cash on balance sheet, committed credit facilities and the company's generally positive operating cash flow generation. Moody's also considers the company's debt maturity profile to be manageable, while acknowledging that the business exhibits seasonal working-capital swings. STRUCTURAL CONSIDERATIONS The senior secured credit facilities are pari passu and rated B1, in line with the corporate family rating (CFR). The senior secured credit facilities are guaranteed by material subsidiaries representing at least 75% of total EBITDA and secured by intercompany receivables, and material tangible and intangible assets. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations that, despite temporarily elevated leverage following the SunOpta acquisition, Refresco will maintain good liquidity and a balanced financial policy and will reduce leverage over the medium term to metrics consistent with the B1 rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure could materialize if Refresco: -- sustainably strengthens profitability and interest coverage with an adjusted EBITA margin in the high-single digits in percentage terms; -- reduces Moody's-adjusted debt/EBITDA to below 5.0x; -- while maintaining solid liquidity and positive free cash flow, including FCF/debt well above 5%. Downward pressure could arise if: -- operating performance deteriorates materially or integration execution weakens the business profile; -- fails to maintain EBITA margins at around mid-single digits in percentage terms; -- Moody's-adjusted debt/EBITDA remains above 6.0x; -- FCF deteriorates or liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Soft Beverages published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Pegasus Midco B.V. (Pegasus Midco) was formed in 2022 for the acquisition of Refresco Holding B.V. Headquartered in Rotterdam, Refresco is a leading independent beverage solutions provider, co-manufacturing for branded operators and providing private-label products to retailers. Its portfolio includes fruit juices, carbonated and non-carbonated soft drinks, energy and sports drinks, ready-to-drink tea, bottled water and plant-based beverages. In 2024, Refresco reported revenue of EUR6.0 billion and EBITDA of EUR756 million. Pegasus Midco B.V. is controlled by funds managed and advised by Kohlberg Kravis Roberts & Co. L.P. ("KKR"). =========== P O L A N D =========== INPOST SA: Moody's Puts 'Ba1' CFR on Review for Downgrade --------------------------------------------------------- Moody's Ratings has placed on review for downgrade the Poland-based provider of parcel delivery services InPost S.A.'s (InPost or the company) Ba1 long-term corporate family rating, its Ba1-PD probability of default rating and the Ba1 rating on its EUR850 million backed senior unsecured notes due in 2031. Previously, the outlook was stable. This action follows the announcement on February 09, 2026[1] that a consortium comprising the private equity Advent International L.P. (Advent), FedEx Corporation (FedEx, Baa2 stable), A&R Investments, and PPF Group (the Consortium) has entered into a conditional agreement on a recommended all-cash public offer for all shares of InPost at EUR15.60 per share, valuing the company EUR7.8 billion. The transaction is expected to be funded with a mix of equity and new debt and is expected to close in the second half of 2026, subject to regulatory and shareholder approvals. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The placement of InPost's ratings on review for downgrade reflects the heightened financial leverage risk, ownership transition, and potential changes to capital structure associated with the proposed acquisition. On February 09, 2026, the Consortium announced its plans to acquire 100% of the capital of InPost for EUR7.8 billion in an all-cash offer to purchase the outstanding shares at a price of EUR15.60 per share. The Consortium will include the private equity firm Advent (37%), FedEx (37%), and the founder and CEO of InPost, Rafa Brzoska, who will roll over his 12.5% of InPost capital and will have 16% of the consortium. The Czech family-owned investment holding company PPF Group, which is currently InPost's largest shareholder with a 28.75% stake, will sell all of its shares under the offer and will subsequently reinvest part of its proceeds in exchange for a 10% equity stake in the Consortium. The acquisition will be financed through a combination of EUR5.9 billion of equity and up to EUR4.95 billion in fully committed debt financing, including senior secured facilities, bridge facilities and a revolving credit facility (RCF). The outstanding debt of InPost (including the EUR850 million backed senior unsecured notes maturing in 2031) will be either refinanced with the new facilities or rolled-over. The offer is aimed at the delisting of the company, as the buyers believe that private ownership better allows the company to pursue its growth strategy, based on both organic and external growth. InPost will continue to operate as an independent entity and there are no plans to integrate it with FedEx. However, FedEx and InPost will enter into a commercial agreement under which each company can benefit from the network of the other. Moody's believes this commercial agreement with FedEx will likely benefit InPost, because it could drive an increase in parcel volumes and will enhance its commercial offering. Once the transaction closes, Moody's expects that as typical for buy-out transactions of this nature, this additional debt raised for the acquisition could be pushed down to InPost, resulting in a deterioration in its credit metrics and weakening of its balance sheet. Based on the currently proposed offer price and the estimated debt financing of the transaction, Moody's expects that the review might result in a downgrade of InPost ratings of up to two notches. The review will focus on InPost's capital structure upon closing of the transaction including the group's targeted leverage under private ownership; the operating and strategic implications of the new shareholder base, including the potential benefits of the commercial agreement with FedEx and its expertise in the logistic sector; and liquidity and refinancing arrangements, particularly given the anticipated refinancing of part of InPost's existing debt facilities. InPost's current credit profile reflects its strong position as a leading European out-of-home delivery provider, with a network of approximately 61,200 automated parcel lockers and growing presence across major Western European e-commerce markets. The company delivered 1.4 billion parcels in 2025 and continues to benefit from structural growth in e-commerce logistics. The ratings are currently on review for downgrade. Prior to the ratings review process, Moody's indicated that positive rating pressure could develop if (1) the company continues to grow in international markets, improving both its geographical and customer diversification; (2) it maintains its high profitability margins; (3) its Moody's-adjusted debt/EBITDA decline below 2.0x on a sustained basis; and (4) its free cash flow generation become materially positive, with Moody's-adjusted FCF/Debt around high single digits on a sustained basis. Prior to the ratings review process, Moody's indicated that the rating of InPost could be downgraded in case of (1) a significant deterioration in the company's operating performance, with its Moody's-adjusted EBIT margin falling towards low-teens in percentage terms (2) its Moody's-adjusted debt/EBITDA deteriorating sustainably above 3.0x; (3) its FCF turning negative on a sustained basis; (4) company will incur large or transformative M&A deals; and (5) the company deviates from its current conservative financial policy. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Surface Transportation and Logistics published in December 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Poland, InPost S.A. provides delivery services to e-commerce merchants. The group focuses mainly on out-of-home parcel delivery through a network of about 61,200 APMs (that is, lockers) and 33,300 PUDO points across nine countries as of December 2025. In the last twelve months ending June 2025, the company generated PLN12.4 billion (EUR2.9 billion) of sales and PLN3.9 billion (EUR0.9 billion) of EBITDA. =========== R U S S I A =========== TAJIKISTAN: S&P Alters Outlook on Ratings to Positive ----------------------------------------------------- S&P Global Ratings, on Feb. 13, 2026, revised its outlook on Tajikistan to positive from stable. At the same time, S&P affirmed its 'B' long-term and 'B' short-term foreign and local currency sovereign credit ratings on the sovereign. The transfer and convertibility assessment remains at 'B'. Outlook The positive outlook reflects the potential for Tajikistan's balance of payments performance to prove stronger than our forecast over the next one-to-two years, for example because of more resilient foreign worker income inflows or additional sustained growth of international reserves due to volume and price effects of the central bank's sizable gold holdings. Meanwhile, S&P expects that Tajikistan's government debt will remain low and predominantly concessional, offsetting risks from the country's structural vulnerabilities. Downside scenario S&P said, "We could revise the outlook to stable or lower the ratings should Tajikistan's external or fiscal performance prove significantly weaker than our forecasts, for example because of a sharp slowdown in labor remittances or spillovers from geopolitical risks in the region, including sanctions. We could also lower the ratings if the government's financing options tightened, for example because of reduced access to concessional funding." Upside scenario S&P could raise the ratings if it saw sustained further strengthening of Tajikistan's external position, as evident, for example, by higher accumulation of international reserves and improving coverage of public sector external debt. Rationale The outlook revision to positive primarily reflects improvements in Tajikistan's external position over 2025. Income flows (mostly labor remittances) increased 47% year over year over the first nine months of 2025, supporting a sixth consecutive annual current account surplus of about 14% of GDP in 2025. Together with favorable gold prices, this allowed the National Bank of Tajikistan (NBT) to build international reserves to a record high of about $6.4 billion (36% of GDP) while NBT amassed meaningful volumes of nonmonetary gold. As result, S&P estimates the economy has, for the first time, shifted to a modest net creditor position. Tajikistan's reported growth rates remain among the highest of all rated sovereigns globally. Strong real GDP growth of 8.4% in 2025, coupled with favorable exchange rate dynamics, have lifted GDP per capita to an estimated $1,650, a sharp improvement from $890 in 2019. Strong growth has also supported Tajikistan's fiscal position with government revenue growing in excess of budgeted amounts. Nevertheless, S&P notes that--in a global comparison--Tajikistan's level of per capita GDP remains very low and there are still significant shortcomings in officially reported national income accounts data. Despite recent improvements, Tajikistan's economy and external positions remain structurally vulnerable to several risk factors. High volumes of remittances (reaching up to 60% of GDP over the first nine months of 2025) make Tajikistan dependent on labor market condition of other countries, particularly Russia: Countries in the Commonwealth of Independent States (CIS), including Russia, typically account for over 90% of total remittances. Additionally, the country's land-locked location renders it vulnerable to the stability of its main trade routes, including notably Iran. The border with Afghanistan remains a source of potential instability, while dependance on hydropower plants (HPPs) in the energy sector makes the country's electricity supply reliant on weather conditions, particularly during winter months. S&P said, "In our view, Tajikistan's government debt maturity profile will remain manageable over the next 12 months, owing to the prevalence of official concessional debt. The government is repaying its sole outstanding $500 million Eurobond in six semiannual installments of $83 million (less than 0.5% of GDP), scheduled to finish in September 2027. We forecast that Tajikistan's overall net general government debt will stay below 25% of GDP until 2029, which is modest in a global comparison. Furthermore, ongoing support from multilateral development partners should help the authorities meet external and fiscal financing needs while keeping debt-servicing costs low: we forecast that Tajikistan's interest spending will average just over 1% of government revenue over the next few years, a very low debt-servicing burden in an emerging market comparison." Institutional and economic profile: Low GDP per capita, despite recent improvements, with significant economic reliance on Russia for trade and labor remittances -- S&P expects economic growth in Tajikistan will slow to still-strong levels of about 5.5% over the next few years on the back of projected decline in remittances. -- Flagship infrastructure projects to increase hydroelectricity energy capacity could support medium-to-long-term trade and growth prospects. -- President Emomali Rahmon has been at the helm of political power since 1992, with decision-making centralized and succession processes untested. Preliminary official numbers indicate that Tajikistan's economy expanded by 8.4% over 2025, in line with 2024 results. S&P said, "We expect growth to slow toward 5.5% in 2027-2028, driven by slower private sector consumption on the back of moderating remittances. Industrial production and mining will likely be affected by softer metal prices. We assume gold prices of $3,300 per ounce (/oz) in 2026, $2,600/oz in 2027, and $2,300/oz in 2028. We also continue to note shortcomings in Tajikistan's disclosure of national accounts data." Sharp increases in wages and remittances of Tajikistan's nationals working abroad have supported economic growth in recent years. Financial inflows, including remittances, increased by 47% year on year in the first nine months of 2025 (to over 60% of GDP), supporting domestic demand for goods and services and propping up the domestic real estate market. Over 90% of these transfers are from countries in the CIS, mostly Russia. S&P expects the nominal volumes of these inflows to decrease over 2026-2027, due to a likely slower increase of nominal wages in Russia in 2026 and a likely weaker Russian ruble exchange rate vis-à-vis other currencies. The energy sector remains one of the primary areas of government investment with Rogun HPP as the flagship project. Tajikistan started construction of the Rogun HPP in 2016, disbursing well over $3 billion since then to finance the project's first two of the six turbines. The third turbine's completion is expected in 2027, and, together with an increased ability to better manage water levels at downstream HPPs is expected to significantly boost the country's power generation capacity and smooth output throughout the year. Upon its completion, planned for 2035, the authorities estimate the project will increase Tajikistan's existing power generation capacity by more than 50%, with about 60% of output exported to Central Asia. Other notable projects include construction of several solar power plants and expansion of thermal plants' capacity. The remaining cost to complete the Rogun HPP by 2035 is estimated at about $6 billion. Tajikistan's government has negotiated a financing package with a consortium of multilateral and bilateral partners to cover about 50% of this cost, with the other half expected to come from the government's budget and the project's revenue. S&P understands that the agreements with the World Bank, the key participant of the consortium, finally became effective in December 2025 and disbursements are expected to start in February 2026. Tajikistan continues to maintain a broad policy of international neutrality. Relations with Russia remain important, both commercially and militarily, while those with China have strengthened in recent years following increased inflows of capital from China to Tajikistan's public infrastructure and mining projects. In 2025, Tajikistan and neighboring Kyrgyzstan achieved a major breakthrough in a longstanding border dispute, signing a border agreement and reopening travel between the two countries. S&P continues to view Tajikistan's domestic institutional arrangements as weak. In particular, the highly centralized decision-making and untested power succession could undermine predictability of policymaking. President Rahmon has dominated Tajikistan's political landscape since the mid-1990s, when a long civil war ended and the economy started to recover from the pronounced recession that followed the dissolution of the Soviet Union in 1991. The president has ultimate decision-making power and is serving his fifth consecutive term after his reelection in 2020. The country's constitution sets no limit on the number of presidential terms, and the presidential administration controls strategic decisions and sets the policy agenda. The next presidential elections are due in 2027. Flexibility and performance profile: Stronger recent balance-of-payments performance but significant structural vulnerabilities remain, while monetary policy effectiveness remains limited Resilient remittance inflows and supportive gold prices have strengthened Tajikistan's external position, somewhat reducing the country's vulnerability to external shocks. Government net debt is projected to remain moderate, but contingent risks from the state-owned enterprise (SOE) sector remain, despite some improvements over the past few years. S&P views monetary policy effectiveness as limited considering the country's small domestic banking system and shallow capital markets. Tajikistan's balance-of-payments position remains susceptible to external shocks, reflecting the country's narrow export base, high dependence on imports, and strong reliance on workers' remittances. Although trade exposure to neighboring China, Kazakhstan, and Uzbekistan has increased since the start of the Russia-Ukraine war, Russia remains one of Tajikistan's largest trading partners, accounting for about one-quarter of its total trade (mostly fuel imports) and over 90% of labor remittances. That said, Tajikistan's external position has been strengthening after posting consecutive full-year current account surpluses since 2020. These surpluses, combined with the central bank's recent monetization of gold purchased from local producers and supportive gold prices, helped shore-up international reserves to a record high $6.4 billion at end-2025 (covering 7.3 months of projected current account payments in 2026). NBT has also amassed a meaningful volume of nonmonetary gold. S&P said, "As a result, we estimate that Tajikistan is set to become a modest net external creditor in 2026, given our projection of another current account surplus of 5% of GDP in 2026. We forecast that Tajikistan will return to modest current account deficits from 2028 on moderating external remittances while imports stay elevated, reflecting ongoing government investments." S&P said, "In our view, Tajikistan continues to adhere to fiscal discipline. Strong growth in tax revenue, supported by digitalization initiatives, expansion in industry and construction, and the scaling back of tax incentives allowed the government to keep fiscal deficits at 1.0%-1.2% of GDP in 2023-2025. We expect these deficits to widen slightly to 2.5% in 2026 and about 2% in 2027-2029, largely reflecting spending on the Rogun HPP project." A high proportion of central government debt--about 90% of the total--is denominated in foreign currency, exposing the government's balance sheet to exchange rate volatility risks. Because of strong GDP growth, contained fiscal deficits, and currency appreciation, net general government debt declined to about 16% of GDP in 2025, from 35% in 2021. S&P forecasts a modest rise in the net debt-to-GDP ratio to a still-moderate 26% by 2029, reflecting its projection of a gradual depreciation of the Tajikistani somoni and additional external debt accumulation for Rogun HPP. Tajikistan's $500 million 10-year Eurobond maturing in 2027, issued to fund the first two turbines of the Rogun HPP, started amortizing in 2025 and represents the country's sole external commercial debt outstanding. Principal payments of $83 million (0.4% of GDP each) are being made in six equal semiannual installments that commenced in March 2025 and are set to end in September 2027. Overall repayments on external debt (including the official portion) peak in 2026-2027 at $500 million and $470 million, respectively, before declining to $270 million in 2028. S&P said, "Our assessment of Tajikistan's public finances reflects material contingent liabilities from SOEs. In our view, high debt at loss-making SOEs--especially in the energy sector--represents sizable fiscal risks for the government. We understand some SOEs' weak financial position requires government intervention to service their debt. Based on official data, at year-end 2025, we estimate SOEs' liabilities, including loans, penalties, and arrears, made up roughly 30% of GDP, of which the majority is due by the national power company Barqi Tojik. We note that SOE repayments on loans previously extended by the Ministry of Finance lagged the plan (only 17% of scheduled payments made on average over 2021-2024), suggesting material fiscal risk. Separately, the government continues to guarantee external loans for enterprises such as Barqi Tojik and Khujand Water Supply (amounting to $133 million, or less than 1.0% of GDP), which we include in our calculation of general government debt." However, the government is running a range of initiatives to improve the performance of the SOE sector. The authorities have considerably improved reporting of the SOE sector identifying key public policy enterprises, formally preparing a fiscal risk report and improving transparency by publishing audited accounts of key enterprises. The reforms in the energy sector in collaboration with the World Bank are set to raise domestic tariffs to cost-recovery levels by 2027 while reducing the companies' technical and commercial losses. S&P understands that the government expects some improvements in Barqi Tojik debt service. Nevertheless, overall, the payment discipline of largest enterprises is still weak. S&P said, "In our view, Tajikistan's monetary policy effectiveness remains limited, due to the country's shallow capital markets, small banking system, and high reliance on cash, which comprises about 70% of the total money supply. Average inflation remained flat at 3.5% in 2025, below that of regional peers and at the lower range of the NBT's target range of 5% plus or minus two percentage points. We expect headline inflation to gradually increase toward the NBT's target, supported by gradual relaxation of monetary policy, a weakening exchange rate, and strong domestic consumption. In response to subdued price growth, the NBT lowered its policy rate to 7.5% in November 2025, its fourth cut in 2025. "The NBT has increased banking system oversight and tightened underwriting standards in recent years. However, we think the financial sector still faces high credit risk due to banks' evolving lending and underwriting standards, low household wealth, and high credit concentration. Doubtful and loss loans declined to just 3.6% of total loans as of Sept. 30, 2025, from a peak of 41.8% at year-end 2016. Dollarization has been falling, partially because of exchange rate effects, with foreign-currency-denominated deposits and loans accounting for 38.8% and 24.6%, respectively, of total deposits and loans as of Nov. 30, 2025. The EU banned transactions with three banks in Tajikistan in October 2025 as part of its sanction efforts against Russia. We understand that there has been limited impact on the financial sector's stability so far." In accordance with S&P's relevant policies and procedures, the Rating Committee was composed of analysts that are qualified to vote in the committee, with sufficient experience to convey the appropriate level of knowledge and understanding of the methodology applicable. At the onset of the committee, the chair confirmed that the information provided to the Rating Committee by the primary analyst had been distributed in a timely manner and was sufficient for Committee members to make an informed decision. After the primary analyst gave opening remarks and explained the recommendation, the Committee discussed key rating factors and critical issues in accordance with the relevant criteria. Qualitative and quantitative risk factors were considered and discussed, looking at track-record and forecasts. The committee's assessment of the key rating factors is reflected in the Rating Component Scores above. The chair ensured every voting member was given the opportunity to articulate his/her opinion. The chair or designee reviewed the draft report to ensure consistency with the Committee decision. The views and the decision of the rating committee are summarized in the above rationale and outlook. The weighting of all rating factors is described in the methodology used in this rating action. Ratings List Ratings Affirmed; Outlook Action To From Tajikistan Sovereign Credit Rating B/Positive/B B/Stable/B Ratings Affirmed Tajikistan Transfer & Convertibility Assessment B Senior Unsecured B =========== S W E D E N =========== POLESTAR AUTOMOTIVE: Standard Chartered Bank Holds 9.1% Stake ------------------------------------------------------------- Standard Chartered Bank, disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of December 31, 2025, it beneficially owns 10,341,261 shares of Polestar Automotive Holding UK PLC's shares (CUSIP 732105952), representing 9.1% of the shares outstanding. Standard Chartered Bank may be reached through: Scott Corrigan, Group General Counsel & Company Secretary 1 Basinghall Avenue London, United Kingdom EC2V 5DD (parent) Tel: 212-667-0700 A full-text copy of Standard Chartered Bank's SEC report is available at: https://tinyurl.com/yvp2br94 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. ===================== S W I T Z E R L A N D ===================== ARCHROMA HOLDINGS: Moody's Puts 'B3' CFR on Review for Downgrade ---------------------------------------------------------------- Moody's Ratings placed Archroma Holdings Sarl (Archroma) B3 corporate family rating and B3-PD probability of default rating on review for downgrade. Concurrently, Moody's placed the B3 guaranteed senior secured first-lien term loans B (TLB, B1 and B2) maturing in June 2027 and guaranteed senior secured first-lien revolving credit facility (RCF) maturing in March 2027 at Archroma Finance Sarl on review for downgrade. Previously, the outlooks on both entities were negative. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The placement of Archroma's CFR, PDR and Archroma Finance Sarl's guaranteed senior secured first-lien credit facility ratings on review for downgrade reflects the refinancing risk for the RCF (estimated $132 million outstanding as of December 31, 2025) and TLBs maturing in March 2027 and June 2027 respectively. It also reflects Moody's expectations of negative Moody's adjusted free cash flow in 2026, modest revolver availability and cash in certain domiciles which is not readily accessible. As of the twelve months ended December 31, 2025, Moody's estimates the company's Moody's adjusted debt/EBITDA to be around 9.0x and EBITDA/interest coverage around 1.0x, which is out of line with Moody's drivers for the current rating category. These metrics incorporate Moody's adjustments for pensions, leases, and does not add back company defined unusual/one-time costs, which the company expects to decline materially in 2026. While the company's Q1 results showed an improving trend and Moody's expects some potential for further improvement in performance for 2026, with Moody's adjusted debt/EBITDA potentially going toward 7.0x due to higher volumes and an improved cost structure from previous restructuring actions, the pace and stability of the recovery remains uncertain. Macro related disruptions pose a downside risk to this scenario and provide little room for underperformance. The review will primarily focus on Archroma's progress executing a refinancing prior to its RCF going current, a governance consideration. Additionally, the review will focus on the prospective sustainability of any new capital structure and the company having adequate or better liquidity. Archroma's ratings reflect the company's leading position in the textile chemicals and dyes sector; its balanced global geographical presence, with revenue and operations spread across the Americas, Asia and EMEA; its broad product portfolio; and its large customer base that is spread across its two core business lines of textile chemicals and packaging technologies. However, the company's impending maturities; currently soft market demand; exposure to the relatively volatile textile end market; limited capacity to generate positive free cash flow; and complex capital structure with large third-party preferred equity certificates (PECs) raised outside of the restricted group all weigh on credit quality. Factors that could lead to an affirmation of the B3 rating include: (i) a refinancing of the company's debt maturities in March 2027 and June 2027 and an expectation that its Moody's adjusted debt to EBITDA would be below 7.0x on a sustained basis and the company's capital structure and cash flow would be viewed as sustainable; (ii) EBITDA/Interest coverage above 1.5x; (iii) consistent generation of positive adj. FCF/debt; and (iv) adequate liquidity. Factors that could lead to a downgrade include: (i) continued delay in addressing the company's 2027 debt maturities; ii) Moody's adjusted debt/EBITDA remaining well above 7.0x and interest coverage remaining below 1.5x; (iii) negative free cash flow or a further weakening of the group's liquidity, or (iv) negative developments related to the company's PFAS litigation. LIQUIDITY Archroma's liquidity is weak. The company's RCF is due in March 2027 and its TLBs are due in June 2027. Absent a refinancing, which Moody's views as challenging given current credit metrics as of the last twelve months ended December 31, 2025, the company does not have capital on hand to repay these facilities as they mature. The company has around $171 million of cash on hand, with access to $93 million on the company's $225 million RCF ($132 million utilized) as of December 31, 2025. The RCF is subject to a springing financial covenant, which is tested when borrowings under the RCF are 35% or more. The covenant requires the company to maintain a net leverage ratio of 6.25x or less. As of December 31, 2025, borrowings were $132 million, over 35%, and the covenant was tested. Archroma was in compliance with the covenant, with a net debt/EBITDA (according to the SFA definition) of 4.97x. Moody's views this as an adequate cushion relative to the covenant, but it leaves modest additional borrowing capacity. The company's cash balance is also partly held in certain domiciles which may be difficult to repatriate and further constrains the liquidity. However the company has actioned initiatives in order to repatriate the cash in future periods. Archroma is also a named defendant in PFAS litigation in the United States. While damage amounts related to this are neither estimable nor probable at this stage, Moody's views this exposure as an overhang to the company's rating and liquidity position. The company has some protection through its insurance policies. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Chemicals published in October 2023. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Switzerland-based Archroma was set up in September 2013 when SK Capital Partners acquired the textile chemicals, paper solutions and emulsion products businesses of Clariant AG. For the twelve months ended December 31, 2025 Archroma had reported revenue of $1.6 billion. TRANSOCEAN LTD: Frederik Mohn, Perestroika Entities Hold 8.8% Stake ------------------------------------------------------------------- Frederik W. Mohn, Perestroika AS, and Perestroika (Cyprus) Ltd., disclosed in a Schedule 13D (Amendment No. 9) filed with the U.S. Securities and Exchange Commission that as of February 9, 2026, they beneficially own 96,918,301 shares -- with Mr. Mohn holding sole voting and dispositive power over 343,407 shares, including 321,259 shares issuable upon vesting of restricted share units related to his director service, and shared voting and dispositive power over 96,574,894 shares held by Perestroika (Cyprus) Ltd., a wholly owned subsidiary of Perestroika AS; no transactions reported in the last 60 days except as previously disclosed -- of Transocean Ltd.'s shares, $0.10 par value, representing 8.8% of the 1,101,441,205 shares outstanding as of October 23, 2025. Purpose of Transaction On February 9, 2026, 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, the Company will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris. The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. Frederik W. Mohn may be reached through: Debra Kupferman Turmstrasse 30, Steinhausen CH-6312, Switzerland Tel: +41 41 749 0500 A full-text copy of Frederik W. Mohn's SEC report is available at: https://tinyurl.com/en3vffj5 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. * * * In Feb. 2026, S&P Global Ratings placed all ratings on offshore drilling contractor Transocean Ltd., including the 'CCC+' Company credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects the likelihood that S&P will raise its ratings by one notch on Transocean after the deal closes, assuming the transaction is completed as proposed and there are no substantial changes to its operating assumptions. Transocean Ltd. announced it will acquire Valaris Ltd. for $5.8 billion of stock and the assumption of Valaris' $1.1 billion of debt. The acquisition would improve leverage and cash flow metrics while also enhancing scale and diversification. TRANSOCEAN LTD: Secures $184MM in Harsh Environment Contracts ------------------------------------------------------------- Transocean Ltd. announced contract fixtures for two of its harsh environment semisubmersibles in Norway. In aggregate, the fixtures represent approximately $184 million in firm contract backlog. The Transocean Encourage was awarded a seven-well contract extension. The estimated 365 days of work is expected to commence in the first quarter of 2027 in direct continuation of the rig's current program and contribute approximately $152 million in backlog, excluding additional services. Two one-well options have been exercised for the Transocean Enabler in direct continuation of the rig's current activity. The incremental 70 days of work is expected to contribute approximately $32 million in backlog, excluding additional services, and commits the rig through December 2027. 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. * * * In Feb. 2026, S&P Global Ratings placed all ratings on offshore drilling contractor Transocean Ltd., including the 'CCC+' Company credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects the likelihood that S&P will raise its ratings by one notch on Transocean after the deal closes, assuming the transaction is completed as proposed and there are no substantial changes to its operating assumptions. Transocean Ltd. announced it will acquire Valaris Ltd. for $5.8 billion of stock and the assumption of Valaris' $1.1 billion of debt. The acquisition would improve leverage and cash flow metrics while also enhancing scale and diversification. =========================== U N I T E D K I N G D O M =========================== AZURE FINANCE 3: DBRS Confirms BB(high) Rating on Class F Notes --------------------------------------------------------------- DBRS Ratings Limited took the following credit rating actions on the notes (collectively, the Rated Notes) issued by Azure Finance No. 3 plc (the Issuer): -- Class B Notes confirmed at AAA (sf) -- Class C Notes upgraded to AAA (sf) from AA (low) (sf) -- Class D Notes upgraded to AA (low) (sf) from A (low) (sf) -- Class E Notes confirmed at BBB (sf) -- Class F Notes confirmed at BB (high) (sf) -- Class X Notes downgraded to CCC (sf) from B (low) (sf) The rating on the Class B Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal maturity date in June 2034. The ratings on the Class C Notes, Class D Notes, Class E Notes, and Class F Notes address the ultimate repayment of interest (timely when most senior) and the ultimate repayment of principal by the legal maturity date. The rating on the Class X Notes addresses the ultimate payment of interest and principal by the legal maturity date. In Morningstar DBRS' cash flow analysis, interest due on the Class C Notes are paid timely, in the respective credit rating stress scenario, before they become the most senior. CREDIT RATING RATIONALE The credit rating actions follow a review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the January 2026 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the receivables; and -- Current available credit enhancement to the Rated Notes to cover the expected losses at their respective credit rating levels. The downgrade of the Class X Notes reflects the reduced ability of excess spread to support repayment, driven by higher than expected prepayment and default rates. The transaction is a securitization backed by receivables related to hire-purchase (HP) auto loans granted by Blue Motor Finance Limited to borrowers in England, Wales, and Scotland. The underlying motor vehicles related to the finance contracts consist of new and used passenger and light-commercial vehicles and motorcycles. Blue Motor Finance Limited also services the receivables. PORTFOLIO PERFORMANCE As of the January 2026 payment date, loans two to three months in arrears and loans more than three months in arrears represented 1.5% and 0.0% of the outstanding portfolio balance, respectively. The cumulative credit default ratio was 7.7% of the original balance. Cumulative voluntary terminations amounted to 3.21% of the original balance. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted an analysis of the remaining receivables and updated its expected PD and LGD assumptions to 10.8% and 46.8%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement (CE) to the rated notes. The transaction has deleveraged steadily, resulting in increased CE available to the notes. As of the January 2026 payment date, the CE on the rated notes had increased as follows since the previous review: -- CE on the Class B Notes to 99.3% from 43.8%, -- CE on the Class C Notes to 50.5% from 22.3%, -- CE on the Class D Notes to 26.1% from11.5%, -- CE on the Class E Notes to 10.0% from 4.4%, and -- CE on the Class F Notes to 0.15% from 0.06%. The Class X Notes do not benefit from hard CE and are instead redeemed through available excess spread. The structure benefits from a senior reserve fund, which was fully funded at closing. The target size of the senior reserve fund is 2.2% of the Class A and Class B Notes' principal amount outstanding. The senior reserve fund required amount is subject to a floor of 0.5% of the aggregate outstanding principal balance of the purchased receivables as at the closing date and is currently at its target of GBP 1.2 million. The senior reserve fund forms part of the available revenue receipts and is available to cover senior fees and interest on the Class A and Class B Notes. Upon the redemption of the Class B Notes, part of the released funds will be applied to create the junior reserve fund, with a required balance of 0.2% of the original collateral balance. The junior reserve fund will form part of the available revenue receipts and will be available to cover senior fees and interest on the Class C, Class D, Class E, and Class F Notes. Citibank N.A., London Branch (Citibank) acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on Citibank, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Class B and Class C Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. BNP Paribas SA (BNPP) acts as the swap counterparty for the transaction. Morningstar DBRS' public Long Term Critical Obligations Rating of AA (high) on BNPP is above the first rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in British pound sterling unless otherwise noted. CALMONT HOMES: FRP Advisory Named as Administrators --------------------------------------------------- Calmont Homes (Oak Meadows) Limited was placed into administration in the High Court of Justice, Court Number CR-2026-NCL-000013. Shaun Hudson and Allan Kelly of FRP Advisory were appointed as joint administrators on February 9, 2026. Calmont Homes (Oak Meadows) Limited engaged residential development. The company's registered office is Thorncroft Manor, Thorncroft Drive, Leatherhead, KT22 8JB (to be changed to Suite 5, 2nd Floor, Bulman House, Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3LS). Its principal trading address is Thorncroft Manor, Thorncroft Drive, Leatherhead, KT22 8JB. The Joint Administrators can be reached at: Shaun Hudson (IP No. 31192) Allan Kelly (IP No. 9156) FRP Advisory Trading Limited Suite 5, 2nd Floor, Bulman House Regent Centre Newcastle Upon Tyne, NE3 3LS For further details, contact: The Joint Administrators Tel: 0191 605 3737 Alternative contact: Georgia Foster Email: cp.newcastle@frpadvisory.com CITIHOME GLASGOW: Begbies Traynor Named as Administrators --------------------------------------------------------- Citihome Glasgow Ltd was placed into administration in the High Court of Justice, Court Number CR-2026-000957. Asher Miller and Stephen Katz of Begbies Traynor were appointed as joint administrators on February 9, 2026. Citihome Glasgow Ltd operates in hotels and similar accommodation. The company's registered office and principal trading address is at St John House, The Walk, Potters Bar, EN6 1QQ. The Joint Administrators can be reached at: Asher Miller (IP No. 9251) Stephen Katz (IP No. 8681) Begbies Traynor (London) LLP Pearl Assurance House 319 Ballards Lane London, N12 8LY For further details, contact: Shanice Kearns Email: SC-Team@btguk.com Tel: 020 8343 5900 COSMIC EARS: Horsfields Ltd Named as Administrators --------------------------------------------------- Cosmic Ears Ltd was placed into administration in the High Court of Justice, Business and Property Court in Manchester, Company and Insolvency List (ChD), Court Number CR-2026-MAN-000208. Hemal Mistry and Manubhai Govindbhai Mistry of Horsfields Ltd were appointed as Joint Administrators on February 3, 2026. Cosmic Ears Ltd engaged in information technology service activities. The company's registered office and principal trading address is at Unit 1, The Courtyard, 51 Station Road, Cheadle Hulme, Cheadle, SK8 7AA. The Joint Administrators can be reached at: Hemal Mistry (IP No. 10770) Manubhai Govindbhai Mistry (IP No. 7787) Horsfields Ltd c/o Horsfields Belgrave Place 8 Manchester Road Bury, Greater Manchester, BL9 0ED, GB For further details contact: Benjamin Law Email: info@horsfields.com Tel: 0161 763 3183 FAIRACRE (ASHTON): BTG Begbies Traynor Named as Administrators -------------------------------------------------------------- Fairacre (Ashton) Car Park Limited was placed into administration in the Business and Property Courts in Manchester, Court Number CR-2026-MAN-000229. Paul Stanley and Dean Watson of BTG Begbies Traynor were appointed as joint administrators on February 5, 2026. Fairacre (Ashton) Car Park Limited also operates as Arcades Shopping Centre. The company's registered office is c/o BTG Begbies Traynor, 340 Deansgate, Manchester, M3 4LY. The Joint Administrators can be reached at: Paul Stanley (IP No. 008123) Dean Watson (IP No. 009661) BTG Begbies Traynor (Central) LLP 340 Deansgate Manchester, M3 4LY For further details, contact: Sarah Hackett Email: sarah.hackett@btguk.com Tel: 0161 837 1700 FRESHERS NETWORK: Leonard Curtis Named as Administrators -------------------------------------------------------- The Freshers Network Ltd was placed into administration in the High Court of Justice, Court Number CR-2026-MAN-000167. Andrew Knowles and Katy McAndrew of Leonard Curtis were appointed as Joint Administrators on February 11, 2026. The Freshers Network Ltd engaged in other business support service activities. The company's registered office is c/o Djh Chester City Military House, 24 Castle Street, Chester, United Kingdom, CH1 2DS. Its principal trading address is 63 Garden Lane, Chester, CH1 4EW. The Joint Administrators can be reached at: Andrew Knowles (IP No. 24850) Katy McAndrew (IP No. 24470) Leonard Curtis Riverside House, Irwell Street Manchester, M3 5EN For further details, contact: The Joint Administrators Tel: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Nicola Carlton FULCRUM PEGASUS: Teneo Financial Named as Administrators -------------------------------------------------------- Fulcrum Pegasus Prodec Exchange Co Ltd was placed into administration in the High Court of Justice, Court Number CR-2026-000749. Robert Scott Fishman and Gavin Maher of Teneo Financial Advisory Limited were appointed as Joint Administrators on February 12, 2026. Fulcrum Pegasus Prodec Exchange Co Ltd engaged in activities of other holding companies not elsewhere classified. The company's registered office is c/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT. Its principal trading address is C/O HCR Law LLP, Floor 20 South, 51 Lime Street, London, EC3M 7DQ. The Joint Administrators can be reached at: Robert Scott Fishman (IP No. 24894) Gavin Maher (IP No. 024852) Teneo Financial Advisory Limited The Colmore Building 20 Colmore Circus Queensway Birmingham, B4 6AT For further details, contact: The Joint Administrators Tel: 0113 396 0166 Email: james.moran@teneo.com Alternative contact: James Moran LONDON WALL 2024-1: S&P Lowers Cl. E-Dfrd Notes Rating to 'BB(sf)' ------------------------------------------------------------------ S&P Global Ratings lowered its credit ratings on London Wall Mortgage Capital PLC's series 2024-1 class E-Dfrd and X-Dfrd notes to 'BB (sf)' from 'BB+ (sf)' and to 'B- (sf)' from 'B (sf)', respectively. At the same time, S&P affirmed its 'AAA (sf)', 'AA (sf)', 'A (sf)' and 'BBB (sf)' ratings on the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes, respectively. The rating actions reflect the transaction's deterioration in performance since closing. Total arrears currently stand at 11.8%, up from 6.6% at closing. Arrears of greater than or equal to 90 days currently stand at 9.6%, compared with 4.5% previously. Both metrics are above S&P's U.K. nonconforming RMBS index for post-2014 buy-to-let (BTL) originations, where total arrears currently stand at 3.1% and severe arrears at 1.6%. The three-month constant prepayment rate (CPR) was approximately 42%, and has remained high throughout 2025 due to the high exposure to loans with reversionary dates during that period causing refinancing. As of the October 2025 interest payment date (IPD), three-month CPR was 24%, the majority of the pool has reverted to paying a floating rate (80%), and the pool factor is currently 50%. S&P expects prepayment rates to decrease due to less exposure to loans with reversionary dates. Despite the increase in arrears, the transaction has not seen any realized losses. As new loans entered into arrears, the structure has also breached the new arrears threshold trigger as of July 2025 and for the last two IPDs the transaction has been amortizing sequentially rather than pro rata. Since closing, the weighted-average foreclosure frequency (WAFF) has increased at all rating levels, except at 'AAA' reflecting the higher arrears. The elevated arrears also reduce the seasoning benefit that the pool receives, which further increases the WAFF. S&P said, "We have revised our originator adjustment on this transaction from what we applied at closing to reflect our view of a future deterioration in arrears due to a lower pool factor for the securitized assets in the transaction." S&P said, "On April 4, 2025, we updated our assumptions for overvaluation in U.K. regions. Therefore, our weighted-average loss severity assumptions have decreased at all rating levels. Since closing, the required credit coverage has therefore decreased at all rating levels, except at 'BB', and 'B.'" Credit analysis results WAFF (%) WALS (%) Credit coverage (%) AAA 21.41 25.49 5.46 AA 17.88 19.37 3.46 A 16.09 10.83 1.74 BBB 14.29 6.77 0.97 BB 12.49 4.37 0.55 B 12.04 2.57 0.31 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. There has been an increase in hard credit enhancement for the senior and mezzanine asset-backed notes due to deleveraging. However, the junior notes saw a reduction in excess spread due to more loans in arrears, a pro rata payment trigger breach, and high prepayments, which increased the weighted-average cost of capital. S&P said, "Our credit and cash flow results indicate that the available credit enhancement for the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes continues to be commensurate with the assigned ratings. Under our credit and cash flow analysis, the class A, B-Dfrd, and C-Dfrd notes can withstand our stresses at higher rating levels than those currently assigned. However, our ratings also consider the deferable nature of the notes, the potential for arrears to increase, and for prepayments to continue to erode excess spread. We therefore affirmed our ratings on these notes. "The class E-Dfrd notes face principal shortfalls in high prepayment cash flow scenarios. However, as we don't expect extremely high levels of prepayments, we have conducted a sensitivity analysis with respect to prepayment rates with slightly lower CPR assumptions. In this run th class E-Dfrd notes pass at the 'BB' rating level. Therefore, based on the results of our standard cash flow analysis and the sensitivity to high prepayments, we lowered to 'BB (sf)' from 'BB+ (sf)' our rating on the class E-Dfrd notes. "Given the positive excess spread in the transaction, the class X-Dfrd notes continue to redeem. However, the excess spread in the transaction has decreased, due to which these notes do not achieve any rating in our standard cash flow runs. In the steady state scenario, where the current stress level shows little to no increase and collateral performance remains steady, the class X-Dfrd notes can pass our 'B' cash flow stresses. In our steady state scenario, we run our low prepayment assumptions, actual fees in our cash flow analysis, and did not apply spread compression or basis risk. We also consider the fact that the transaction has experienced no losses and the paydown of the X-Dfrd notes since closing. We applied our 'CCC' criteria to assess if either a rating of 'B-' or a rating in the 'CCC' category would be appropriate. Given the factors above, we believe that payment of interest and principal on these notes is not dependent on favourable business, financial, and economic conditions, and therefore lowered our rating to 'B- (sf)' from 'B (sf)' on the class X-Dfrd notes." Macroeconomic forecasts and forward-looking analysis S&P said, "We expect U.K. inflation to remain above the Bank of England's 2% target in 2026, and we forecast a 2.6% year-on-year change in house prices in Q4 2026. "Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we performed additional sensitivities relating to higher default levels due to increased arrears and extended recovery timings, reflecting delays in repossessions owing to court backlogs in the U.K. and the repossession grace period announced by the U.K. government under the Mortgage Charter. We ran eight scenarios with increased defaults and higher loss severities of up to 30%. The sensitivity analysis results indicate a deterioration consistent with our credit stability considerations in our rating definitions." The transaction is backed by a portfolio of owner-occupied and BTL mortgage loans secured by properties in the U.K. MAGELLANO LIMITED: Quantuma Advisory Named as Administrators ------------------------------------------------------------ Magellano Limited was placed into administration in the High Court of Justice, Court Number CR-2026-001004. Paul Zalkin and Sean Bucknall of Quantuma Advisory Limited were appointed as Joint Administrators on February 10, 2026. Magellano Limited engaged in activities of other holding companies. The company's registered office and principal trading address is 9th Floor, 107 Cheapside, London, EC2V 6DN (to be changed to C/O Quantuma Advisory Limited, 20 St Andrew Street, London, EC4A 3AG). The Joint Administrators can be reached at: Paul Zalkin (IP No. 18612) Sean Bucknall (IP No. 18030) Quantuma Advisory Limited 7th Floor, 20 St Andrew Street London, EC4A 3AG For further details, contact: Darren McEvoy Tel: 020 3856 6720 Email: darren.mcevoy@quantuma.com POLARIS 2025-1: DBRS Confirms BB(low) Rating on Class F Notes ------------------------------------------------------------- DBRS Ratings Limited took the following credit rating actions on the notes issued by Polaris 2025-1 PLC (Polaris 2025-1) and Polaris 2025-2 PLC (Polaris 2025-2) (together, the Issuers): Polaris 2025-1 -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (high) (sf) -- Class C Notes confirmed at A (high) (sf) -- Class D Notes confirmed at BBB (high) (sf) -- Class E Notes confirmed at BB (high) (sf) -- Class F Notes confirmed at BB (low) (sf) -- Class X Notes upgraded to A (high) (sf) from BB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and ultimate payment of principal on or before the legal final maturity date in February 2068. The credit ratings on the Class B, Class C, Class D, Class E, Class F and Class X Notes address timely payment of interest while the senior-most class outstanding otherwise the ultimate payment of interest and the ultimate payment of principal on or before the legal final maturity date. The upgrade of the credit rating on the Class X Notes in Polaris 2025-1 is driven by its amortization since closing. As of the January 2026 payment date, Class X Notes' class factor stood at 0.4. Polaris 2025-2 -- Class A confirmed at AAA (sf) -- Class B confirmed at AA (high) (sf) -- Class C confirmed at A (high) (sf) -- Class D confirmed at BBB (high) (sf) -- Class E confirmed at BB (high) (sf) -- Class F confirmed at B (sf) -- Class X1 confirmed at BB (high) (sf) The credit rating on the Class A notes addresses the timely payment of interest and ultimate payment of principal on or before the legal final maturity date in August 2068. The credit ratings on the Class B, Class C, Class D, Class E, Class F and Class X1 notes address timely payment of interest while the senior-most class outstanding otherwise the ultimate payment of interest and the ultimate payment of principal on or before the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults and losses as of 31 December 2025 (corresponding to the January 2026 payment date). -- Portfolio default rate (PD), loss given default (LGD) and expected loss assumptions on the remaining receivables. -- Current available credit enhancement (CE) to the notes to cover the expected losses at their respective credit rating levels at the January 2026 payment date. Polaris 2025-1 and Polaris 2025-2 are securitizations of first-lien mortgage loans collateralized by owner-occupied residential properties located in the United Kingdom. The mortgages were originated by UK Mortgage Lending Limited (UKML; the Originator). On or prior to the issue date, UK Residential Mortgages Limited (UKRML; the Seller) acquired the beneficial title from UKML. Both the Seller and the Originator are wholly owned by Pepper Money (PMB) Limited. Pepper (UK) Limited acts as servicer to both transactions, and CSC Capital Markets UK Limited acts as the backup servicer facilitator to both transactions. The portfolio in each transaction contains some adverse features such as a high portion of self-employed borrowers, borrowers with previous county court judgments (CCJs) and arrears present since closing. In Polaris 2025-2, a prefunding mechanism whereby the seller has the option to sell UKML originated mortgage loans to the Issuer subject to certain conditions up to the first payment date, was present at closing. The first optional redemption dates are at the March 2029 payment date in Polaris 2025-1 and at the September 2029 payment date in Polaris 2025-2 and coincide with a step-up of the coupon. PORTFOLIO PERFORMANCE Polaris 2025-1 As of December 31, 2025, loans two to three months in arrears more than three months in arrears represented 0.6% and 2.0% of the outstanding portfolio balance, compared to 0.5% and 0.7%, respectively at closing. Cumulative losses have been negligible to date. Polaris 2025-2 As of December 31, 2025, loans two to three months in arrears more than three months in arrears represented 0.3% and 0.6% of the outstanding portfolio balance compared to 0.3% and 0.4%, respectively at closing. Cumulative losses are currently zero. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Polaris 2025-1 Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and updated its base case PD and LGD assumptions at the B (sf) credit rating level to 6.6 % and 4.2%, respectively, from 5.6% and 6.9%, respectively at closing. Polaris 2025-2 Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and updated its base case PD and LGD assumptions at the B (sf) credit rating level to 4.9% and 3.7%, respectively, from 5.0% and 6.1%, respectively at closing. In Polaris 205-1, the increase in PD is driven by an increase in arrears and restructured loans since closing. In Polaris 2025-2, the decrease in PD is driven by the addition of prefunded loans prior to the first payment date, which had the effect of diluting adverse credit features such as CCJs and interest-only loans compared to closing. In each transaction the decrease in LGD follows the update of the "European RMBS Insight Methodology" and European RMBS Insight Model on 29 January 2026. Changes to the methodology/model include a revised home price approach and revised loss given default floor levels. Please see https://dbrs.morningstar.com/research/473069 for further details. CREDIT ENHANCEMENT Credit enhancement to the notes consists of subordination of the junior notes in each transaction (except the excess spread notes, Class X Notes in Polaris 2025-1 and Class X1 and Class X2 notes in Polaris 2025-2). As of the January 2026 payment date, credit enhancement to the notes increased in each transaction as follows compared to closing: Polaris 2025-1 -- Class A Notes to 15.3% from 14.5%; -- Class B Notes to 9.5% from 9.0%; -- Class C Notes to 5.2% from 4.9%; -- Class D Notes to 2.8% from 2.7%; -- Class E Notes stable at 1.4%; and -- Class F Notes stable at 0.4%. Polaris 2025-2 -- Class A to 13.6% from 13.5%; -- Class B to 8.1% from 8.0%; -- Class C stable at 4.0%; -- Class D stable at 2.1%; -- Class E stable at 1.2%; and -- Class F stable at 0.2%. A liquidity reserve fund (LRF) is available in each transaction to cover the payment of senior fees, senior swap payments, and interest on the Class A and Class B notes (for the latter subject to a 10% PDL condition if not most senior). The liquidity reserve fund was funded at closing at 0.1% of the Class A and Class B Notes initial balances in Polaris 2025-1 while it was unfunded in Polaris 2025-2. In each transaction, the target is set at 1.0% of the Class A and Class B outstanding balance (prior payments). The difference shall be funded through the principal priority of payments until the LRF initial funding date, and from the revenue priority of payments thereafter. After the LRF initial funding date, the excess amounts (above target) will be released through the principal waterfall. The LRF initial funding fate (when the LRF met its target level for the first time) took place on April 2025 and November 2025 payment dates, in Polaris 2025-1 and Polaris 2025-2, respectively. As of the January 2026 payment date, the LRF was at its target balance in both transactions. HSBC Bank plc (HSBC) and Citibank, N.A., London Branch (Citibank London) act as the account bank in Polaris 2025-1 and Polaris 2025-2, respectively. Based on the Morningstar DBRS private credit ratings of HSBC and Citibank London, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transactions' structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit rating assigned to the Class A notes in each transaction, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Crédit Agricole Corporate & Investment Bank (CACIB) and Lloyds Bank Corporate Markets plc (Lloyds) act as the swap counterparty in Polaris 2025-1 and Polaris 2025-2, respectively. Morningstar DBRS' private credit ratings of CACIB and Lloyds are consistent with the First Rating Threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in British pound sterling unless otherwise noted. STAFFORDSHIRE OUTBUILDINGS: Opus Named as Administrators -------------------------------------------------------- Staffordshire Outbuildings Limited was placed into administration in the High Court of Justice, Court Number CR-2026-000918, and Emma Mifsud and Mark Nicholas Ranson of Opus Restructuring were appointed as Joint Administrators on February 6, 2026. Staffordshire Outbuildings Limited engaged in the manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials. The company's registered office and principal trading address is at Warehouse and Premises, Milton Road, Stoke-On-Trent, ST1 6LE. The Joint Administrators can be reached at: Emma Mifsud (IP No. 21070) Mark Nicholas Ranson (IP No. 9299) Opus Restructuring LLP Fourth Floor, One Park Row Leeds, West Yorkshire LS1 5HN For further details, contact: Owen Marshall Email: owen.marshall@opusllp.com Tel: 0113 512 5020 UK SOLAR EXPERTS: Leonard Curtis Named as Administrators -------------------------------------------------------- UK Solar Experts Ltd 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-000254. Mike Dillon and Hilary Pascoe of Leonard Curtis were appointed as Joint Administrators on February 10, 2026. UK Solar Experts Ltd engaged in the manufacturing and installation of solar panels. The company's registered office and principal trading address is Hollan House, Stott Lane, Middleton, Manchester, M24 6XL. The Joint Administrators can be reached at: Mike Dillon (IP No. 24610) Hilary Pascoe (IP No. 27590) Leonard Curtis Riverside House Irwell Street Manchester, M3 5EN For further details, contact: The Joint Administrators Tel: 0161 831 9999 Email: recovery@leonardcurtis.co.uk Alternative contact: Nicola Carlton WE SODA: S&P Affirms 'BB-' ICR & Alters Outlook to Negative ----------------------------------------------------------- S&P Global Ratings revised its outlook on WE Soda Ltd. to negative and affirmed its long-term issuer credit rating at 'BB-'. S&P also affirmed its 'BB-' issue rating on the group's senior secured notes. The negative outlook reflects that S&P could lower the rating in the next 12 months if WE Soda's adjusted debt to EBITDA does not recover to below 5x or if the company does not address its upcoming maturities, leading to liquidity pressure. S&P said, "We expect market conditions to weaken further in 2026 as healthy supply, including further ramp-up of natural soda ash production in China; subdued demand; and increasing competitive pressures will weigh on soda ash prices in 2026." WE Soda's cost-reduction and cash-preservation measures, along with its competitive position in the cost curve, will allow the company to maintain healthy, positive free operating cash flow (FOCF) generation and adequate liquidity in 2026, but lower soda ash prices will weaken EBITDA, leading to S&P Global Ratings-adjusted debt-to-EBITDA to exceed 5x in 2026. S&P said, "We believe the market is trending toward unsustainable price levels, below the cost for many synthetic soda ash producers, and we expect a recovery in prices and earnings in 2027, leading to deleveraging below 5x--a level we consider commensurate with the current rating. We also understand that WE Soda will address refinancing of its 2026 maturities in the coming weeks. "We expect lower soda ash prices amid weak market conditions will result in lower earnings for WE Soda in 2026, leading to adjusted debt to EBITDA of about 5.5x, from about 4.9x in 2025. The soda ash market is facing cyclical pressures amid increasing supply--as the new trona lines at Inner Mongolia ramp up capacity--and ongoing weak demand, as important end markets such as glass production and chemicals remain in a cyclical trough. At the same time, the degree of competition is high, in our view, as monetization of assets allows certain producers to maintain profitability amid lower prices. While WE Soda's favorable cost position allows the company to absorb lower prices, maintain strong margins (above 30% on reported level and above 40% on a netback revenue basis) and generate positive FOCF, we forecast that the weak market environment will dent its earnings and lead to adjusted debt to EBITDA exceeding 5x in 2026. Specifically, we anticipate adjusted EBITDA to decline to $570 million-$590 million in 2026 from about $680 million in 2025 (pro forma the acquisition of WE Soda West, formerly Genesis Alkali), corresponding to adjusted debt to EBITDA of about 5.5x in 2026, from about 4.9x in 2025. Our adjusted debt calculation includes the $420 million term loan and the $390 million overriding royalty interest bond, both of which are not part of the restricted group, but within WE Soda Ltd.'s consolidated debt. In addition, we include routine adjustments for leases, asset retirement obligations, trade receivables sold, and financial guarantees provided by WE Soda's immediate parent to other Ciner Group entities. "We forecast soda ash prices will improve in 2027, leading to swift deleveraging below 5x. We consider current soda ash prices unsustainable for higher cost, synthetic soda ash producers and therefore, we expect prices to normalize in 2027. We believe that the medium-term outlook for the soda ash market is resilient as announced global capacity additions (including from WE Soda) can be delayed. China's anti-involution policy (per China: involution is when firms chase volume and cut costs to the detriment of profits and innovation) could lead to closure of high-cost, high-emissions local synthetic soda ash production, supporting operating rates and pricing beyond 2026. Therefore, we forecast EBITDA to recover to its 2025 levels in 2027, at about $700 million, leading to swift deleveraging to 4x-5x, a level we consider commensurate with the 'BB-' rating. "We understand that WE Soda will address refinancing of its 2026 maturities in the coming weeks. We understand from the management that WE Soda is making progress on improving its liquidity position through additional debt--the proceeds of which could be used to prepay the utilized portion of its revolving credit facility (RCF)--and, over time, by refinancing its RCF that is due in August 2026, alongside its about $100 million bridge loan. The management expects to close this process in the next few weeks. For this reason, our rating is not at this stage influenced by liquidity considerations. Rather, it is the operating performance and our expectations for weaker earnings in 2026 that result in a negative outlook. Lack of progress in addressing the near-term maturities, to the extent that it leads to liquidity pressure, could result in a negative rating action. "We anticipate that WE Soda will balance its growth strategy and shareholder distributions with its publicly stated commitment to maintain sufficient liquidity and reduce its leverage. WE Soda reiterated its commitment to maintain liquidity of over $400 million, including the availability under its RCF, throughout 2026 and not pay any dividends (other than to minority shareholders) until its net leverage ratio (as defined by management) reduces to below 2.5x. Consequently, we anticipate that the management will postpone its organic growth investments, including the sixth line expansion in Kazan, Turkiye, thereby reducing its capital expenditure (capex) to about $130 million in 2026 from over $180 million in 2025. As a result, we estimate that WE Soda's projected cash generation and unrestricted cash on the balance sheet are sufficient to cover its liquidity uses in the next 12 months, even if it needs to repay its RCFs due in August 2026. We understand, however, that the management aims to improve the company's liquidity position through additional lending in order to repay its near-term maturities and through the refinancing of its RCF. "The negative outlook reflects that we could lower the rating in the next 12 months if we do not expect WE Soda's adjusted debt to EBITDA to recover to below 5x by 2027, or if the company does not address its upcoming maturities leading to liquidity pressure." S&P could lower the rating if: -- WE Soda's adjusted debt to EBITDA remained above 5x in 2027, for example because of market headwinds persisting; -- Its FOCF-to-debt deteriorated to below 5% and; -- Its liquidity came under pressure, for example by not being able to raise more funds through additional debt issuance in the coming months to address its near-term maturities, resulting in an erosion in its cash balances, or by not being able to refinance its RCF S&P could revise the outlook to stable if: -- Adjusted leverage recovers to below 5x; -- The company continues to generate positive FOCF, so that FOCF to debt stays at above 5%; and -- WE Soda maintains adequate liquidity and comfortable headroom under its financial covenants. WYE FINANCE: S&W Partners Named as Administrators ------------------------------------------------- Wye Finance Co Limited was placed into administration in the High Court of Justice, Court Number CR-2026-000656. Lee Manning and Mark Supperstone of S&W Partners were appointed as Joint Administrators on February 10, 2026. Wye Finance Co Limited operates in other business support services activities not elsewhere classified. The company's registered office and principal trading address is 86 St Owen Street, Hereford, HR1 2QD. The Joint Administrators can be reached at: Lee Manning (IP No. 6477) Mark Supperstone (IP No. 9734) S&W Partners LLP 45 Gresham Street London, EC2V 7BG For further details, contact: Kavan Lidher Email: Kavan.lidher@swgroup.com =============== X X X X X X X X =============== [] BOOK REVIEW: Bendix-Martin Marietta Takeover War --------------------------------------------------- MERGER: The Exclusive Inside Story of the Bendix-Martin Marietta Takeover War Author: Peter F. Hartz Publisher: Beard Books Soft cover: 418 pages List Price: $34.95 Review by Gail Owens Hoelscher http://www.beardbooks.com/beardbooks/merger.html William Agee, the youngest man ever to head one of the top 100 American corporations, seemed unstoppable. In 1977, at the age of 39, he took over Bendix Corporation, an aerospace, automotive, and industrial firm, determined to diversify the company out of the automotive industry. In his words, "Automobile brakes are in the winter of their life and so is the entire automobile industry." He sold off a few Bendix units, got some cash together, and began to look for acquisitions. Then Agee's relationship with Mary Cunningham burst into the news. Agee had promoted Cunningham from his executive assistant to vice president, to the outrage of other Bendix employees. Their affair, replete with power, brains, youth, good looks, charm, denial, and deceit, fascinated the American public. Cunningham was forced to leave Bendix to work for Seagrams, with the entire country wondering just how well she would do. The two divorced their respective spouses and married soon thereafter. To the chagrin of many, Cunningham continued to play a pivotal role in Bendix affairs. Eager to regain his standing, Agee turned to acquisition as soon as the gossip died down. A failed attempt to acquire RCA left him more determined than ever. He then set his sights on Martin-Marietta, an undervalued gem in the 1982 stock market slump. Thus began an all-out war of tenders and countertenders, egoism and conceit, half-truths and dissimulation, and sudden alliances and last-minute court decisions. This is a very exciting account of the war's scuffles, skirmishes, and battles. The author, son of a long-time Bendix director, was able to interview some of the major participants who most likely would have refused the requests of other authors. Some gave him access to personal notes from the various proceedings. The author thoroughly researched the documents involved in the takeover war, as well as news reports and press releases. He explains the complicated legal maneuverings very clearly, all the while keeping the reader entertained with the personal lives and thoughts of the players. People love this book. The New York Times Book Review said "Aggression and treachery, hairbreadth escapes and last-minute reversals, "white knights" and "shark repellants" -- all of these and more can be found in the true-life adventure of the Bendix-Martin Marietta merger war." The Wall Street Journal said "Merger brims with tension, authentic-sounding dialogue and insider detail." Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to the U.S. as a child. He holds degrees from Colgate University and Brown University. He lives in Toluca Lake, California. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *