260223.mbx

260223.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, February 23, 2026, Vol. 27, No. 38 Headlines A Z E R B A I J A N [] S&P Takes Actions on Four Azerbaijan Finc'l. Institutions F R A N C E ERAMET SA: Fitch Lowers LongTerm IDR to 'B', Outlook Negative FNAC DARTY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable G E R M A N Y CIDRON ATRIUM: Fitch Assigns 'B-' Final Rating on Sr. Secured Notes G R E E C E PUBLIC POWER: Fitch Affirms 'BB-' IDR, Outlook Stable I R E L A N D CIFC EUROPEAN III: Fitch Assigns B-sf Final Rating on Cl. F-R Notes LOGICLANE III: Fitch Assigns 'B-sf' Final Rating on Class F Notes S W I T Z E R L A N D ALLWYN INT'L: Fitch Keeps 'BB-' IDR on Watch Positive T U R K E Y ICA ICTAS: Fitch Affirms 'BB-' Rating on $405MM Bonds, Outlook Pos. [] Fitch Affirms Ratings on Eight EMEA Airlines U N I T E D K I N G D O M FULCRUM IT PARTNERS: Teneo Financial Named as Administrators FULCRUM PEGASUS PURE: Teneo Financial Named as Administrators FULCRUM PEGASUS: Teneo Financial Named as Administrators PHARMANOVIA BIDCO: Fitch Affirms 'CCC+' IDR & Withdraws Rating PIERPONT BTL 2026-1: Fitch Assigns 'BB+sf' Rating on Two Tranches POLARIS 2026-1: Fitch Assigns 'B+sf' Final Rating on Class X2 Debt SPINNAKER TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable VIALTO PARTNERS: Fitch Hikes LongTerm IDR to 'B-', Outlook Stable WALDORF CNS I: Restructuring Plan Court Meetings Set for March 17 X X X X X X X X [] Fitch Affirms Ratings on 3 EMEA Non-Food Retail Companies [] Fitch Affirms Ratings on 7 European Facility & Catering Cos. [] Fitch Affirms Ratings on Four EMEA Industrial Companies [] Fitch Affirms Ratings on Seven EMEA Software Companies [] Fitch Affirms Ratings on Six EMEA Hotel and Cruise Companies - - - - - =================== A Z E R B A I J A N =================== [] S&P Takes Actions on Four Azerbaijan Finc'l. Institutions ------------------------------------------------------------ S&P Global Ratings took the following rating actions on Azerbaijan financial institutions: -- PASHA Bank: S&P revised the outlook to positive from stable and affirmed its 'BB-/B' long- and short-term issuer credit ratings. -- Kapital Bank: S&P affirmed its 'BB-/B' long- and short-term issuer credit ratings with a positive outlook. -- Azer-Turk Bank: S&P affirmed its 'B+/B' long- and short-term issuer credit ratings with a stable outlook. -- Azerbaijan Business Development Fund: S&P affirmed its 'BB/B' long- and short-term issuer credit ratings with a stable outlook. Rationale The improvement in our industry risk assessment captures initiatives undertaken over the past three years to modernize the regulation and supervision of financial institutions in Azerbaijan. Under the Financial Sector Development Strategy for 2024-2026, regulators enacted a corporate governance standard for banks, limiting related-party transactions, and a regulation on liquidity risk management aligned with Basel III requirements. In 2026, regulators are transitioning to risk-based supervision and implementing International Financial Reporting Standards (IFRS) 9, revising the capital adequacy framework to align it with Basel III requirements, strengthening banks' stress test requirements, and developing a resolution framework. S&P said, "We believe implementing these initiatives will further strengthen regulation and supervision for banks in Azerbaijan and bring it closer to international best practices, although we continue to view the country's regulatory framework as weaker than international standards." S&P said, "The positive economic risk trend reflects our expectation that transitioning to risk-based supervision and stronger regulatory oversight in 2026 will reduce credit risk. We note the regulator already implemented several measures over 2024-2025 to restrain banks' risk appetite and tighten lending and underwriting standards. These include activating a 0.5% countercyclical capital buffer from March 2025, strengthening liquidity coverage ratio requirements, and tightening consumer loan and credit card requirements. We assume any excess provisions will not be released after the transition to IFRS 9 for regulatory and prudential reporting. "We expect slower growth and stable asset quality indicators. Thanks to these new regulatory measures, we expect lending growth will slow down to 10%-12% in 2026, in line with 2025, compared to an annual average of 18% in the previous four years. We estimate systemwide stage 3 loans under IFRS will be broadly stable at 4.5%-5.0%, despite our projected economic slowdown due to stagnating oil and gas output. We forecast credit costs under national standards at 1.1%-1.4% in 2026. Given that provisioning requirements under national standards are stricter than those under IFRS, we expect Azeri banks will not materially reduce their provisioning levels following the transition to IFRS 9. Overall, Azeri banks exhibit lower private sector debt to GDP of about 26% compared to peers in Georgia, Armenia, and Uzbekistan, and are on par with Kazakh and Kyrgyz banks. They also have the lowest foreign currency lending in the region at about 16% at year-end 2025." PASHA Bank OJSC S&P said, "We affirmed our 'BB-/B' ratings on PASHA Bank OJSC and revised the outlook to positive. One of the top three banks in the country, PASHA Bank is selectively expanding into the small and midsize enterprise corporate segment. We expect the bank to maintain extremely high liquidity buffers, underpinned by the country's conservative reserve requirements. The anticipated initial public offering (IPO) of a 5% stake in the bank will likely boost its capital buffers in the short-term, improving its risk-adjusted capital ratio to 7.0%-7.5% over 2026-2027 from an estimated 6.8% at year-end 2025, depending on the IPO's pricing and the evolution of the bank's capital policy." Outlook The positive outlook on PASHA Bank reflects S&P's view that within the next 12-18 months it could raise the ratings if it sees that the credit risk faced by banks operating in Azerbaijan has reduced. Downside scenario: S&P could consider an outlook revision to stable if it concludes that the economic risk faced by the banking sector in the country is unlikely to diminish. Upside scenario: S&P said, "We could raise the ratings if we improve our assessment of economic risk in Azerbaijan. For that we would expect the banking sector to maintain prudent underwriting and provisioning standards and demonstrate sound asset quality, even with our projection of an economic slowdown." Kapital Bank OJSC S&P said, "We affirmed our 'BB-/B' ratings on Kapital Bank with a positive outlook. As one of the top three banks in the country, Kapital Bank is strengthening its business by building an ecosystem of financial and nonfinancial services under the Birbank brand. We believe this will further enhance retail customer loyalty, particularly given recent changes in the legislation regarding salary projects and pension receipts. Slower-than-expected growth in 2025 -- the bank's gross loan book expanded by about 4% compared with 22% in 2024 on a solo basis -- will likely result in higher capitalization levels. Consequently, we now expect the bank to operate with a risk-adjusted capital ratio of about 5.75%-6.25% compared to our previous projection of 5.25%-5.75%." Outlook The positive outlook reflects S&P's expectation that Kapital Bank's efforts to develop a digital ecosystem could further entrench its already strong position in Azerbaijan's financial retail market over the next 12-18 months. Furthermore, it also reflects a potential reduction in economic risk faced by banks in the country. Downside scenario: S&P could revise the outlook to stable over the next 12 months if the bank's rapid growth puts material pressure on its capitalization and asset quality, or if it fails to maintain stronger-than-average returns. Upside scenario: S&P said, "We could raise the ratings over the next 12 months if we consider Kapital Bank's new initiatives add value--more specifically if profitability improves sustainably, exceeding the sector average, and operational efficiency metrics recover toward historical levels. Prerequisites for an upgrade include moderate capital buffers and maintaining an RAC ratio above 5%. We could also raise the ratings if we improve our assessment of economic risk in Azerbaijan." Azer-Turk Bank OJSC S&P said, "We affirmed our 'B+/B' ratings on Azer-Turk Bank (ATB) with a stable outlook, reflecting our view that the bank is undergoing transformation in 2026. The new management team is developing a new growth and capitalization strategy under the new majority ownership by State Oil Co. of Azerbaijan Republic (SOCAR). Once announced, we will evaluate how supportive the strategy is for ATB's future franchise and profitable growth." Outlook: The stable outlook over the next 12 months reflects S&P's expectation that ATB's business and financial profiles will likely remain stable under the new majority ownership by SOCAR. Downside scenario: S&P could lower the ratings over the next 12 months if ATB's new strategy puts material pressure on its capitalization and asset quality, or if the bank does not demonstrate franchise growth and improvements in profitability. Upside scenario: S&P could raise the ratings over the next 12 months if it assesses there has been a reduction in economic risk within the Azerbaijan banking system, alongside growth in ATB's business volumes and risk-adjusted profitability, and provided the bank maintains stable asset quality and capitalization. Azerbaijan Business Development Fund S&P said, "We affirmed our 'BB/B' ratings on Azerbaijan Business Development Fund (ABDF) with a stable outlook, reflecting our view that it is progressing with the operational integration of the Entrepreneurship Development Fund and Azerbaijan Investment Company, which merged in 2025 to become ABDF. The fund is also developing its medium-term strategy, and the formation of combined entity's management board was finalized at year-end 2025. We expect ABDF to publish consolidated audited financials under IFRS for 2025 in June 2026." Outlook The stable outlook reflects S&P's expectation that over the next 12 months, the merged entities will progress with their operational integration, and ABDF will maintain its very strong capitalization and contained risk appetite. Downside scenario: S&P could consider lowering its rating on ABDF if the merged entities' operational integration encounters difficulties or the fund increases its risk profile post-merger and accumulates material debt. Upside scenario: S&P is unlikely to upgrade ABDF over the next 12 months. Over the longer term, an upgrade would depend on ABDF demonstrating and maintaining increased relevance and importance in its public policy role, as well as a higher sovereign rating on Azerbaijan. Azerbaijan--BICRA score snapshot To From BICRA group 8 8 Economic risk 8 8 Economic resilience Very high risk Very high risk Economic imbalances High risk High risk Credit risk in the economy Very high risk Very high risk Trend Positive Stable Industry risk 7 8 Institutional framework Very high risk Extremely high risk Competitive dynamics High risk High risk Systemwide funding High risk High risk Trend Stable Positive Banking Industry Country Risk Assessment (BICRA) economic risk and industry risk scores are on a scale from 1 (lowest risk) to 10 (highest risk). Ratings List PASHA Bank Outlook Revision; Ratings Affirmed To From PASHA Bank Issuer Credit Rating BB-/Positive/B BB-/Stable/B Azerbaijan Business Development Fund Ratings Affirmed Azerbaijan Business Development Fund Issuer Credit Rating BB/Stable/B Kapital Bank OJSC Ratings Affirmed Kapital Bank OJSC Issuer Credit Rating BB-/Positive/B Azer-Turk Bank OJSC Ratings Affirmed Azer-Turk Bank OJSC Issuer Credit Rating B+/Stable/B =========== F R A N C E =========== ERAMET SA: Fitch Lowers LongTerm IDR to 'B', Outlook Negative ------------------------------------------------------------- Fitch Ratings has downgraded Eramet S.A.'s Long-Term Issuer Default Rating (IDR) and senior unsecured rating to 'B' from 'BB-' and removed the Rating Watch Negative. The Outlook on the Long-Term IDR is Negative. The Recovery Rating for the notes is 'RR4'. The rating action reflects its expectation of weak earnings over 2025-2026 and revision of the applicable Country Ceiling. The Negative Outlook reflects its expectations of very high leverage in 2025-2026 and uncertainty related to the deleveraging path, which will require successful implementation of the company strategy and some market recovery. Fitch forecasts a more meaningful earnings recovery from 2027, and narrowing negative free cash flow (FCF) until 2029, which will see EBITDA gross leverage reduce to about 5x by end-2027. The performance improvement plan pursued by Eramet represents a vital initiative to lift earnings, but Fitch expects it would take further measures to reduce the absolute debt stock that is still building up. Key Rating Drivers Depressed Earnings: Fitch anticipates that Fitch-adjusted EBITDA plus dividends received will be lower in 2025-2026 than its previous expectations, closer to EUR300 million for 2025. This is after treating leases as operating expense and before minority dividends and reflects updated volume guidance from the company's 3Q25 reporting and actual market prices for 2025. Fitch only expects incrementally higher earnings for 2026 based on rising contribution from lithium and cost reductions. Fitch expects earnings in 2027 to rise to about EUR550 million due to a more balanced manganese market and lithium operations ramping up towards nameplate capacity. Rising Absolute Debt Levels: The updated earnings trajectory indicates increased net debt at above EUR2 billion at end-2025 and additional negative FCF in 2026, which is likely to lead to EBITDA gross leverage above 8x at end-2025, materially above Fitch's through-the-cycle mid-point of 4.0x for EBITDA gross leverage in the 'B' category for a mining company. Fitch expects that management will consider measures to return the company to a more sustainable capital structure. Rating Through the Cycle: Fitch assumes that determination of nickel quotas in Indonesia by mid-2026 and an improved short-term outlook in the lithium market could add some earnings in 2026 that are not captured by its rating forecast, which is based on the Fitch price deck. Given that Eramet's earnings are at a cyclical low point, market developments and the company's actions over the next 12-18 months will determine the shape of the earnings recovery and cash flow generation and the timeline for Eramet to return to more sustainable debt levels. 'B-' Country Ceiling: Fitch forecasts that EBITDA from operations in France, Norway and the US, alongside dividends from Indonesia, will not cover rising gross cash interest expense in 2025 and 2026, due to weaker manganese alloy and nickel markets. As a result, Fitch now applies the 'B-' Country Ceiling for Gabon and Argentina, in line with its criteria, instead of 'BBB' for Indonesia previously. Export EBITDA from countries that allow offshore earnings retention, together with liquidity at the holding company, should allow Eramet to maintain hard-currency debt service cover above 1x on a 12-month rolling basis, supporting the IDR at one notch above the applicable Country Ceiling. Efficiency Programme in Implementation: Eramet targets to achieve EUR130 million-170 million of efficiencies over 2026 and 2027, the largest portion of which relates to productivity and volume improvements in the manganese ore operations. Its volume assumptions are lower at 6.75 million tonnes in 2026 and 7 million tonnes in 2027 for manganese ore, as the manganese ore market remains over-supplied in 2026. As a result, Fitch has only assumed mid-double digit million uplift a year in its forecast over the next 24 months. Robust Cost Position: Fitch estimates that Eramet's cost position averages in the upper half of the second quartile. Lower volumes in its manganese operation have led to incrementally higher cost and Fitch assumes business costs to have weakened into the second quartile (previously on the threshold between first and second quartile). Guidance for the Centenario lithium project in Argentina indicates costs in the lower half of the cost curve. Nickel operations at WedaBay were in the third quartile for 2025 due to a lower grade product mix, higher strip ratio and longer haulage distances. Peer Analysis A relevant peer for Eramet is First Quantum Minerals Ltd. (B/Stable), a major copper producer that derives, following curtailment of its Cobre Panama mine, substantially all its earnings from Zambia (Country Ceiling B), also a country with a weak operating environment. First Quantum's cost position has edged up to high third quartile over recent years, while Eramet is assessed on average in the high second quartile. Fitch expects Eramet to see narrowing FCF generation over the medium term towards neutral levels, while First Quantum will be broadly neutral in FCF from 2026 onwards. Fitch forecasts EBITDA gross leverage for First Quantum to reduce to below 4x by 2026 from 5x in 2024, compared with Eramet reducing EBITDA gross leverage towards 5x. The copper producer is concentrated in one single jurisdiction, but benefits from the tight supply demand balance in copper. Eramet's portfolio of four major operations across different jurisdictions is equally aligned with energy transition trends, but the markets for its commodities are oversupplied to balanced. Fitch’s Key Rating-Case Assumptions - Manganese ore price CIF China of USD4.50 per dry metric tonne unit (dmtu) in 2026 and USD4.75 to 2029 - LME spot nickel price of USD15,000 per tonne over the forecast horizon - Lithium carbonate price of USD10,000/t in 2026, USD12,000/t in 2027, USD12,500/t in 2028 and USD15,000/t in 2029 - Volumes of manganese ore transported of 6.75 million tonnes in 2026, 7 million tonnes in 2027 and 7.25 million tonnes in 2028 and stable in 2029. Volumes of lithium carbonate equivalent of 15kt in 2026 and 24kt to 2029 - Capex easing closer to EUR300 million a year on average over 2026-2029 - No dividends over the forecast horizon - Measures to strengthen the balance sheet to be executed over the next 18 months - Euro/US dollar exchange rate for 2026 at 1.18, followed by 1.20 to 2029 - Societe Le Nickel (SLN) in New Caledonia deconsolidated from Eramet, due to the latter's decision not to provide further funding. Its forecasts for EBITDA, gross debt, net debt and leverage therefore exclude SLN Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (bbb+, Lower), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (b+, Higher), Profitability (ccc+, Moderate), Financial Structure (ccc+, Higher), and Financial Flexibility (b-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the forecast year 2026, 20% for the forecast year 2027, 30% for the forecast year 2028 and 40% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'bb' results in no adjustment. - The SCP is 'b'. Recovery Analysis The recovery analysis assumes that Eramet would be considered a going concern (GC) in bankruptcy and that the company would be reorganised rather than liquidated. Its GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganisation EBITDA on which Fitch bases the valuation of the company. Fitch assumes a GC EBITDA of EUR400 million, recognising that earnings are currently quite low and that the 2025 results do not capture the earnings capacity of Centenario yet. The equity stake in WedaBay was valued at EUR400 million, broadly similar to the book value, reflecting uncertainty about the earnings capacity of this business pending evolving nickel market regulation in Indonesia. An enterprise value/EBITDA multiple of 4.5x was used to calculate the post-reorganisation enterprise value, which factors in scale, growth prospects and exposure to weak operating environments of the mines in Gabon, Senegal, Argentina. Fitch assumes that Eramet's factoring programme would be replaced by a super-senior facility in bankruptcy. First-lien secured debt was quantified at EUR460 million, reflecting funding at operating company level or of a secured nature. Senior unsecured debt was quantified at EUR2,924 million, assuming its EUR935 million revolving credit facility (RCF) would be fully drawn at the point of distress. After deducting 10% for administrative claims, its analysis generated a waterfall-generated recovery computation in the 'RR4' band, indicating a 'B' senior unsecured debt instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage above 5x on a sustained basis - Weakening in liquidity and increasing refinancing risk - Signs of a deteriorating operating environment in Gabon, Senegal or Argentina Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The rating is on Negative Outlook and, Fitch therefore, does not expect a positive rating action at least in the short term. Fitch would expect EBITDA gross leverage to reduce sustainably below 5x by 2027, FCF to trend towards neutral levels and preservation of healthy liquidity before considering a revision of the Outlook to Stable. - Positive FCF generation on a sustained basis and robust liquidity would be positive for the rating - EBITDA gross leverage below 4x on a sustained basis - Operating EBITDA margin consistently above 20% - EBITDA interest coverage above 4x on a sustained basis Liquidity and Debt Structure Fitch estimates more than EUR250 million of cash at end-2025 and that Eramet's EUR935 million RCF with a June 2029 maturity remained undrawn. The company received a waiver for the net debt/shareholders equity covenant in its bank facilities, including the RCF, for December 2025. Its rating forecast suggests another waiver will be needed for 2026. Issuer Profile Eramet is a French medium-sized metals and mining company with scalable, competitive assets in manganese (ore and alloys) in Gabon, nickel in Indonesia, and mineral sands in Senegal. Lithium operations in Argentina are in the ramp-up phase. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The Climate.VS for 2035 for Eramet is 50. Eramet has comparatively low Climate.VSt as manganese, nickel and lithium, which are essential for steelmaking and battery applications, are aligned with energy transition trends. In turn the Climate.VSp is elevated as key assets are concentrated in four locations and manganese operations in Gabon also rely on the 650km railway line linking the Moanda mine to the port facilities in Owendo. 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 ----------- ------ -------- ----- Eramet S.A. LT IDR B Downgrade BB- senior unsecured LT B Downgrade RR4 BB- FNAC DARTY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed FNAC Darty SA's (FNAC) Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'BB+'. The Outlook on the IDR is Stable and the Recovery Rating is 'RR4'. The affirmation follows the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria dated January 9, 2026. It also reflects that the expected acquisition of FNAC by EP Group is credit neutral. Fitch expects EP Group's investment to be financial, with limited involvement in day-to-day operations or the capital structure. The rating reflects FNAC's leading position in its core French market, with a diversified product and format offering and strengthening omnichannel capabilities. The Stable Outlook reflects expected gradual revenue recovery in consumer electronics and household appliances from 2025, supported by the resumption of replacement cycles for many product categories and innovation in the electronics sector, combined with anticipated Unieuro integration synergies. Key Rating Drivers EP Takeover Credit Neutral: Fitch expects the acquisition by EP Group to be financial and does not foresee its involvement in the day-to-day operations of FNAC. Fitch currently views EP Group, whose core business has historically been in energy, more as a diversified investment holding company. Consequently, Fitch does not apply Fitch's Parent and Subsidiary Linkage Criteria and will continue to rate FNAC on a standalone basis. EP has stated it will seek to gain representation on FNAC's board but will continue to support its strategy and financial policy. Should the new governance lead to a less conservative financial policy, Fitch may reflect this in the rating. Trading Recovery Will Improve Leverage: Fitch expects EBITDA margins will recover above 3.5% by 2027, having been weighed down by the consolidation of the less profitable Unieuro business in 2024 and relatively weak performance in 2025. The improvement will be driven by a continued recovery in trading, cost-efficiency initiatives and efforts to improve its business mix with services and marketplace activity. Fitch projects that EBITDA recovery will lead to a gradual reduction in lease-adjusted EBITDAR net leverage to 2.7x by 2027, from an expected peak of about 3x in 2025. The cash outflow for the Unieuro acquisition and the recognition of Unieuro's lease liabilities (EUR415 million) on FNAC's balance sheet raised net leverage to 3.4x in 2024. On a pro-forma basis, assuming the full year inclusion of the acquisition, Fitch estimates net leverage at about 2.7x. Weak Coverage for Rating: Fitch expects the EBITDAR fixed-charge cover to remain at 1.8x-2.0x over the next three years, which remains weak for the rating. This is mitigated by sound liquidity, a staggered long-dated maturity schedule and a conservative financial policy, which targets reducing company-calculated net leverage to below 1.5x (2024: 1.6x), alongside a record of modest disbursements for M&A. Adequate Profitability Despite Challenges: FNAC focuses on less commoditised premium retailing, which allows it to protect gross margins from inflation with moderate price increases. Inflation has put pressure on consumers' disposable income and the company's operating expenses (mostly wages and energy costs). Profitability is lower than broader non-food retailers, but better than that of Ceconomy AG, FNAC's closest peer. Fitch expects a stabilisation of profitability from further cost savings, alongside increased revenue from higher-margin services and the effective use of points of sale as pick-up locations for online orders. Resilient Business Model: Fitch expects FNAC's 2025 revenue to be marginally higher than prior year, with positive like-for-like growth across France and its other European markets, despite a difficult 4Q25. Consumer confidence is weak in the business's core markets, but Fitch sees scope for a recovery in sales of appliances and electronics in 2026-2027 as innovation spurs the replacement cycle of purchases made during the pandemic. This should translate into faster like-for like growth, despite its short-term view being tempered by the expectation of French public budget austerity measures. Geographic Concentration; Strong Position: FNAC has a presence across Europe with operations in Iberia, Switzerland, Belgium, France and Italy through its 51% stake in a joint venture owning Unieuro. However, it still has large concentration in France, which contributes 59% of revenue. This is offset by a strong position in consumer electronics, household appliances and editorial products in the country, and its business model leading to barriers to entry. Its wide product offering is complemented by a well-established online platform, repair and care service bundles, and an expanding offering. Contained Execution Risk on Expansion: FNAC is continuing its organic expansion but mostly through an asset-light strategy, relying on the growth of its network of franchisees. These represent about 45% of its network and provide a footprint in smaller cities in its core market of France, reducing implementation risk in its expansion, domestically and internationally. Limited FCF Generation: FNAC's new strategic plan, 'Beyond Everyday', foresees a rise in average capex target to EUR200 million a year over 2025-2030, to enhance logistics and to expand and transform the stores' network. Coupled with its assumption of dividend payouts at the higher of EUR30 million and 50% of net income, as permitted by the financing documentation, this will limit overall free cash flow (FCF) generation to about EUR20 million-50 million a year. Peer Analysis FNAC has smaller scale than Ceconomy AG (BB/Rating Watch Positive) and El Corte Ingles S.A. (ECI, BBB-/Positive). ECI has broader geographic concentration than FNAC, but greater product diversification through its department store model, complemented by its food retail formats, and a larger exposure to services including its travel agency business. It also has exposure to premium sectors, similarly to FNAC. FNAC has superior profitability than Ceconomy, driven by its stronger focus on premium sectors and a demonstrated ability to pass on price increases, hence protecting margins. Its margins remain lower than ECI due to lower volumes and a weaker product mix. FNAC's profitability remains weaker than that of other non-food retail peers, like Pepco Group N.V. (BB/Stable) and Kingfisher plc (BBB/Stable). FNAC has a conservative financial policy and a well-managed leased property portfolio, similar to Ceconomy and Kingfisher, but its leverage and fixed charge cover are weaker than ECI's. Fitch’s Key Rating-Case Assumptions - Average annual like-for-like revenue rise of 1% to 2028 - Annual capex averaging about EUR180 million - Gross margin to rise 10bp a year during 2025 to 2028 - Synergies from Unieuro of EUR45 million achieved between 2025 and 2028 - Unieuro dividends to non-controlling interests of EUR10 million a year in 2026 and 2027 - The remaining 49% of Unieuro acquired in 2028 for cash consideration of EUR150 million - Annual common dividends at the higher of EUR30 million and 50% of net income - Unieuro is fully consolidated Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb+, Higher), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb+, Lower), Profitability (bb-, Moderate), Financial Structure (bb+, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 20% for the forecast year 2025, 40% for the forecast year 2026 and 20% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bb+'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR fixed-charge cover below 1.6x - EBITDAR net leverage above 2.8x on a sustained basis - Decline in profitability and like-for-like sales, due to increased competition or a weakened business product mix, with EBITDAR (Fitch-defined) and funds from operations (FFO) margins remaining below 5% and 2%, respectively - Neutral to negative FCF generation eroding liquidity - Deterioration in governance or emergence of a contagion from the wider EP Group, which have an impact on FNAC's credit profile Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDAR net leverage below 1.8x on a sustained basis, supported by a consistent conservative financial policy - EBITDAR fixed-charge cover above 3x - Greatly improving scale and geographical diversification without greatly hampering profitability, with EBITDAR margin (Fitch-defined) sustained above 9% and FFO margin above 6% Liquidity and Debt Structure FNAC's readily available unrestricted cash balance was EUR704 million at end-December 2024, after Fitch restricts EUR312.5 million in connection to seasonal working capital swings and EUR45.7 million representing about 50% of cash and cash equivalents balance at Unieuro level at end-2024. The group also has access to a delayed drawn term loan of EUR100 million and a EUR500 million revolving credit facility maturing March 2030, with a potential two-year extension. Both facilities were undrawn in 2025. Issuer Profile FNAC is the leading retailer in consumer electronics, domestic appliances and editorial products such as music, books and videos on France, and has strong market positions in Benelux, Iberia, Switzerland and Italy. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for FNAC. 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 ----------- ------ -------- ----- FNAC Darty SA LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ ============= G E R M A N Y ============= CIDRON ATRIUM: Fitch Assigns 'B-' Final Rating on Sr. Secured Notes ------------------------------------------------------------------- Fitch Ratings has assigned Cidron Atrium SE's (Alloheim) senior secured notes a final rating of 'B-' with a Recovery Rating of 'RR4'. Alloheim issued floating senior secured notes of EUR525 million and fixed senior secured notes of EUR400 million maturing in 2033. The proceeds have been used to repay the previous term loan B and the partly drawn revolving credit facility (RCF). Key Rating Drivers Improved Profitability: Fitch expects Alloheim's EBITDA margins to improve to 9.6% in 2025, in line with the historical 9%-10% range prior to 2022, from 8.8% in 2024. This will be driven by increases in care rates, and normalising occupancy and temporary staff hires. Material underperformance in 2022 and 2023 was largely driven by a one-year delay in the cost-pass through mechanism in the German nursing home reimbursement system amid high inflation in 2022-2023. Fitch expects EBITDA margins to gradually improve towards 10% by 2028 due to care-rate increases and slightly improved operating leverage. Weak Credit Metrics, Gradually Improving: High leverage and low fixed charge coverage are the main rating constraints. Fitch expects EBITDA expansion and positive free cash flow (FCF) to drive deleveraging, which supports the Positive Outlook. The group's leverage profile has strengthened due to improved EBITDA generation. EBITDAR leverage declined to 7.2x at end-2025 from 7.8x at end-2024, and Fitch forecasts a further improvement to 7.0x by end-2026 and 6.8x by end-2027. Fitch expects EBITDAR fixed-charge coverage to gradually improve to 1.5x by 2029 from 1.3x in 2025. Strengthening FCF: Fitch estimates that FCF margins turned positive in 2025 to over 2%, following three years of neutral or slightly negative FCF, driven by EBITDA growth. Fitch estimates FCF margins to be sustainably positive at 2%-4% over 2025-2029. Fitch projects small working capital outflows and fairly low net capex intensity of 1.6% over 2026-2029, including refurbishment of care homes and modest expansion of bed capacity, versus an estimated 2% in 2025. Regulated Market Limits Price Increases: Alloheim operates in a highly regulated market where fees are negotiated for each home and reviewed by long-term care insurance funds and social welfare authorities every 12-18 months. Profitability can come under pressure in times of high inflation if there is a time lag in passing on cost increases. Steady Growth Prospects: Alloheim benefits from a robust business model, underpinned by its position as the largest private operator of care homes in Germany's sizeable and fragmented care market. The company operates in a non-cyclical sector with steadily growing demand driven by demographic trends. Fitch views Alloheim as well-positioned to manage regulatory tightening through effective cost management, particularly by ensuring access to qualified care staff, closely monitoring operating KPI, and maintaining a well-invested, modern estate portfolio. Well-Placed in Socially Relevant Sector: Private nursing home operators such as Alloheim play a critical role in Germany's social infrastructure, contributing to new capacity and improving service quality. Public and non-profit providers have been unable to fully meet growing care demand, raising the importance of private operators. Elderly care remains a policy priority for the German federal government, with a continuing focus on nursing staff availability and remuneration, quality of care and long-term funding adequacy of the national social care system. Supportive Sector Fundamentals: Germany's social care market is Europe's largest, supported by a well-funded national social insurance system that has shown resilience during economic downturns, including the pandemic. Long-term demographic trends - an ageing population and increasing proportion of elderly citizens - are driving sustained demand for stationary care capacity, increasingly provided by private operators. Alloheim's strong national market position enables the company to capitalise on these favorable long-term market trends. Peer Analysis Fitch rates Alloheim using its Healthcare Providers Navigator and compare it with other European private healthcare providers, including and hospital providers such as French Almaviva Developpement (B/Stable), Finnish Mehilainen Yhtyma Oy (B/Stable) and German Schoen Klinik SE (B+/Stable), as well as Median B.V. (B-/Positive), a German provider of medical rehabilitation and mental care services. Fitch also compares Alloheim with specialised healthcare providers, such as fertility clinic provider Inception Holdco S.a.r.l. (B/Stable), diagnostic testing providers Inovie Group (B/Stable), Ephios Subco 3 S.a.r.l (B/Stable) and Laboratoire Eimer Selas (B/Stable), veterinary provider IVC Acquisition Midco Ltd (B/Stable) and dental care providers Romansur Investments SL (B/Stable) and Colosseum Dental Finance BV (B/Stable). Alloheim's EBITDA margin is aligned with that of Median, lower than those of Mehilainen, Almaviva and Schoen Klinik and materially lower than those of diagnostic testing providers. Alloheim's leverage and FCF margin have improved significantly in recent years, turning positive in 2025. Fitch expects its FCF margins to be aligned with or stronger than many peers, but its EBITDA leverage - at slightly above 7.0x - is still higher than its 'B' rated healthcare peers. Fitch’s Key Rating-Case Assumptions - Rise in revenue in 2025 of 11.8%, driven by the acquisition of Katharinenhof Group and by organic growth of 5.6% - Revenue growth averaging 7.5% during 2026-2029, supported by mid-single digit organic growth and acquisitions - Acquisitions of about EUR25 million annually during 2025-2029 - Fitch-defined EBITDA margin gradually expanding towards 10%-10.5% by 2028-2029, from 9.6% in 2025 - Minimal working capital outflows of about EUR3 million-5 million a year during 2026-2029 - Capex after lessor subsidies in the range of EUR28 million-33 million a year during 2025-2029 - Issuance of new senior secured fixed- and floating-rate notes of EUR925 million - Redemption of the existing debt outstanding of EUR905 million, including the drawn part of a revolving credit facility (RCF) of EUR45 million - Transaction fees of EUR30 million Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): The business and financial profile factors (assessment, relative importance) are: management (b+, moderate), sector characteristics (bb, lower), market and competitive positioning (bb-, moderate), diversification and asset quality (b, moderate), company operational characteristics (bb, moderate), profitability (bb, moderate), financial structure (ccc+, higher), and financial flexibility (b, higher). The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, and 40% each for the forecast years of 2026 and 2027. B+ to CC considerations apply in its analysis and result in no adjustment. The governance assessment of 'good' results in no adjustment to the IDR. The operating environment assessment of 'aa-' results in no adjustment to the IDR. The SCP is 'b-'. Recovery Analysis The recovery analysis assumes that Alloheim would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. This is supported by its leading position in a niche market, a long-term operating performance record and favourable secular trends. Fitch uses a GC EBITDA of EUR110 million, which would reflect material contraction in profitability and cash flow generation leading to an untenable leverage profile and putting at risk the sustainability of its business model. The assumption also reflects corrective measures taken in reorganisation to offset the adverse conditions that trigger the assumed default. Fitch applies 5.5x to GC EBITDA to calculate a post-reorganisation valuation, reflecting Alloheim's position as a leading private operator in the largest European healthcare market, which benefits from attractive long-term growth fundamentals and a stable and well-funded national social care system. This is 0.5x lower than that of peers Median B.V. and Colosseum Dental Finance BV, both of which have better geographical diversification. Fitch assumes a 10% administrative claim. Fitch estimates the total amount of senior debt for creditor claims at EUR1,025 million, which comprises a super senior RCF of EUR125 million that Fitch assumes to be fully drawn, and senior secured notes of EUR925 million. Its waterfall analysis generates a ranked recovery for Alloheim's senior secured notes in line with a Recovery Rating of 'RR4', leading to a 'B-' rating, which is the same as the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Threats to the business model resulting from adverse regulatory changes to public funding in the German care home market and a worsened macroeconomic environment - Declining EBITDA margin and consistently negative FCF leading to deteriorating liquidity and increased reliance on RCF use - EBITDAR leverage remaining at or above 8.0x - EBITDAR fixed charge coverage trending towards 1.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued stable German regulatory and macroeconomic environment - Improving FCF generation trending towards positive levels on a sustained basis - Expanding EBITDA profitability leading to EBITDAR leverage trending below 7.0x on a sustained basis - EBITDAR fixed charge coverage above 1.5x on a sustained basis Liquidity and Debt Structure At end-September 2025, Alloheim had Fitch-defined readily available cash of EUR76 million (after adjustment for restricted cash of EUR20 million). The group does not have any material upcoming debt maturities, following the repayment of previous debt and issuance of the senior secured notes of EUR925 million due 2033. Expected sustainably positive FCF generation further strengthens its liquidity position. Moreover, a EUR125 million RCF due 2032 provides additional liquidity support. Alloheim's EUR925 million notes due 2033 indicate a concentrated capital structure. Issuer Profile Alloheim is the one of the largest private nursing care providers in Germany, operating 289 nursing homes at end-2025. Summary of Financial Adjustments Fitch applied an 8.0x lease multiple to calculate lease-adjusted debt, given Alloheim's reporting under German GAAP and its view of the long-term lease nature of its estate portfolio. Date of Relevant Committee 23 January 2026 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Alloheim. ESG Considerations Alloheim has an ESG Relevance Score of '4' for Exposure to Social Impacts due to its operating environment being subject to the risk of adverse regulatory changes, as well as budgetary and pricing policies, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Cidron Atrium SE senior secured LT B- New Rating RR4 B-(EXP) =========== G R E E C E =========== PUBLIC POWER: Fitch Affirms 'BB-' IDR, Outlook Stable ----------------------------------------------------- Fitch Ratings has affirmed nine EMEA medium-sized, integrated utilities companies' ratings and their related subsidiaries' ratings: 1. Alia Servizi Ambientali S.p.A. 2. SachsenEnergie AG 3. Eesti Energia AS 4. Iren S.p.A. 5. EP Infrastructure, a.s. 6. Hamburger Energiewerke GmbH 7. Stadtwerke Augsburg Holding GmbH 8. Public Power Corporation S.A. 9. WIENER STADTWERKE GmbH These actions follow the update of Fitch's Corporate Rating Criteria and Sector Navigators -Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores Plures S.p.A. Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb-, Higher), Profitability (bb+, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the forecast year 2025, 15% for the forecast year 2026, 25% for the forecast year 2027, 25% for the forecast year 2028 and 25% for the forecast year 2029. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb+' results in no adjustment. - The SCP is 'bbb-'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) standalone approach. SachsenEnergie AG Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb+, Higher), Profitability (bb-, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) bottom-up +5 approach. Eesti Energia AS Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb-, Moderate), Market & Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb-, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bb, Higher), Financial Structure (bbb+, Moderate), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb' results in no adjustment. - The SCP is 'bb'. To derive the IDR: - Application of Fitch's Government Related Entities Considerations Rating Criteria results in a(n) bottom-up +2 approach. Iren S.p.A. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb+, Moderate), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bbb+, Moderate), Company Operational Characteristics (bbb+, Higher), Profitability (bbb-, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (a, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 20% for the forecast year 2025, 20% for the forecast year 2026, 20% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb+' results in no adjustment. - The SCP is 'bbb'. EP Infrastructure, a.s. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Moderate), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb+, Higher), Profitability (bbb, Lower), Financial Structure (bb, Higher), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb+' results in no adjustment. - The SCP is 'bbb-'. Hamburger Energiewerke GmbH Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bbb-, Lower), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (b-, Higher), Financial Structure (ccc-, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 20% for the forecast year 2025, 15% for the forecast year 2026, 15% for the forecast year 2027, 15% for the forecast year 2028 and 15% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The calibration adjustment applies and results in an adjustment of 1 notch(es). - The SCP is 'b-'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) top-down -5 approach. Stadtwerke Augsburg Holding GmbH Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Moderate), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb-, Moderate), Profitability (b, Higher), Financial Structure (b, Higher), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 20% for the forecast year 2026, 20% for the forecast year 2027, 20% for the forecast year 2028 and 20% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The calibration adjustment applies and results in an adjustment of -1 notch(es). - The SCP is 'b'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) top-down -3 approach. Public Power Corporation S.A. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bb-, Higher), Company Operational Characteristics (bbb, Moderate), Profitability (b+, Higher), Financial Structure (bb+, Moderate), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb-' results in no adjustment. - The SCP is 'bb-'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) standalone approach. WIENER STADTWERKE GmbH Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb+, Moderate), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Moderate), Company Operational Characteristics (a-, Higher), Profitability (bbb-, Moderate), Financial Structure (a+, Higher), and Financial Flexibility (a+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 30% for the forecast year 2025, 25% for the forecast year 2026 and 25% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The calibration adjustment applies and results in an adjustment of 1 notch(es). - The SCP is 'a'. To derive the IDR: Application of Fitch's Government Related Entities Considerations Rating Criteria results in a top-down approach. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- WIENER STADTWERKE GmbH LT IDR AA- Affirmed AA- Stadtwerke Augsburg Holding GmbH LT IDR AA- Affirmed AA- senior unsecured LT AA- Affirmed AA- Hamburger Energiewerke GmbH LT IDR A Affirmed A Public Power Corporation S.A. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- EP Infrastructure, a.s. LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- Iren S.p.A. LT IDR BBB Affirmed BBB senior unsecured LT BBB+ Affirmed BBB+ subordinated LT BBB- Affirmed BBB- SachsenEnergie AG LT IDR A+ Affirmed A+ Eesti Energia AS LT IDR BBB- Affirmed BBB- Plures S.p.A. LT IDR BBB- Affirmed BBB- ============= I R E L A N D ============= CIFC EUROPEAN III: Fitch Assigns B-sf Final Rating on Cl. F-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned CIFC European Funding CLO III DAC's reset final ratings. Entity/Debt Rating Prior ----------- ------ ----- CIFC European Funding CLO III DAC A Loan LT AAAsf New Rating A XS2274529275 LT PIFsf Paid In Full AAAsf A-R XS3272254999 LT AAAsf New Rating B-1 XS2274529515 LT PIFsf Paid In Full AA+sf B-2 XS2274530109 LT PIFsf Paid In Full AA+sf B-R XS3272255293 LT AAsf New Rating C XS2274530877 LT PIFsf Paid In Full A+sf C-R XS3272255459 LT Asf New Rating D XS2274531412 LT PIFsf Paid In Full BBB+sf D-R XS3272255616 LT BBB-sf New Rating E XS2274532063 LT PIFsf Paid In Full BB+sf E-R XS3272256770 LT BB-sf New Rating F XS2274532220 LT PIFsf Paid In Full B+sf F-R XS3272256937 LT B-sf New Rating Transaction Summary CIFC European Funding CLO III DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Proceeds from the reset notes have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by CIFC Asset Management LLC. The CLO has a 4.4-year reinvestment period, and an 8.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the indicative portfolio to be in the 'B'/'B-' category. The Fitch weighted average rating factor of the indicative portfolio is 24.6. Strong Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the indicative portfolio is 59.9%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit of 15% and a maximum exposure to the three largest (Fitch-defined) industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a 4.4-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. The transaction includes four Fitch test matrices, two effective at closing and another two effective one year after closing, subject to the collateral principal amount (defaults at Fitch collateral value) being at least at the reinvestment target par balance. The closing matrices correspond to an 8.5-year WAL covenant and the two forward matrices correspond to a 7.5-year WAL covenant. All the matrices are based on the same top 10 obligors limit and fixed-rate asset limits of 5% and 12.5%. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction stress portfolio analysis is 12 months less than the WAL test covenant, to account for strict reinvestment conditions after the reinvestment period, including the satisfaction of over-collateralisation test and Fitch's 'CCC' limit tests, together with a linearly decreasing WAL test covenant. These conditions reduce the effective risk horizon of the portfolio in stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A loans, A-R, B-R, and C-R notes, would lead to downgrades of one notch for the class D-R and E-R notes, and to below 'B-sf' for the class F-R notes. Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the current portfolio than the stressed-case portfolio, the class B-R to F-R notes display rating cushions of two notches. The class A loans and A-R notes do not display any rating cushion as they are already at the highest achievable rating Should the cushion between the current portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed-case portfolio would lead to downgrades of three notches for the class A loans, A-R notes and D-R notes, four notches for the class B-R and C-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the stressed-case portfolio would lead to upgrades of two notches for the class B-R to D-R notes, three notches for the class E-R notes and four notches for the class F-R notes. The class A loans and A-R notes do not display any rating cushion as they are already at the highest achievable rating. During the reinvestment period, based on the stressed-case portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for CIFC European Funding CLO III DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. LOGICLANE III: Fitch Assigns 'B-sf' Final Rating on Class F Notes ----------------------------------------------------------------- Fitch Ratings has assigned Logiclane III CLO DAC final ratings. Entity/Debt Rating ----------- ------ Logiclane III CLO DAC A XS3214386289 LT AAAsf New Rating B XS3214386446 LT AAsf New Rating C XS3214386792 LT Asf New Rating D XS3214387097 LT BBB-sf New Rating E XS3214387337 LT BB-sf New Rating F XS3214387501 LT B-sf New Rating Subordinated Notes XS3214387766 LT NRsf New Rating Transaction Summary Logiclane III CLO DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans, first-lien, last-out loans and high-yield bonds. The portfolio is actively managed by Acer Tree Investment Management Ltd. The transaction has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test. The note proceeds have been used to fund a portfolio with a target par amount of EUR 400 million KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor (WARF) of the target portfolio is 24.1. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the target portfolio is 60.9%. Diversified Portfolio (Positive): The transaction includes one matrix set effective at closing and two forward matrix sets effective 12 months and 18 months after closing, each subject to the aggregate collateral balance (including defaults at Fitch-calculated collateral value) being at or above the target par amount. Each matrix set comprises two matrices with fixed-rate asset limits of 5% and 10%. The transaction also features various portfolio concentration limits, including a top 10 obligor concentration limit at 20%, a maximum exposure to the largest Fitch-defined industry at 17.5% and a maximum exposure to the three largest Fitch-defined industries at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Positive): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL used for the transaction stressed portfolio and matrices analysis is 12 months less than the WAL covenant, to account for structural and reinvestment conditions after the reinvestment period, including the OC tests and Fitch 'CCC' limitation test passing after reinvestment, among other things. This reduces the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A notes and lead to downgrades of one notch for the class B to E notes and to below 'B-sf' for the class F notes. Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the current portfolio than the stressed-case portfolio, the class B to F notes display rating cushions of two notches and the class A notes do not display any rating cushion as they are already at the highest achievable rating. Should the cushion between the current portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed-case portfolio would lead to downgrades of four notches for the class B and C notes, three notches for the class A and D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the stressed-case portfolio would lead to upgrades of up to two notches for the class B to D notes and three notches for the class E to F notes. The class A notes are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the stressed-case portfolio upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Logiclane III CLO DAC The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Logiclane III CLO DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. ===================== S W I T Z E R L A N D ===================== ALLWYN INT'L: Fitch Keeps 'BB-' IDR on Watch Positive ----------------------------------------------------- Fitch Ratings has maintained Allwyn International AG's 'BB-' Long-Term Issuer Default Rating (IDR) on Rating Watch Positive (RWP). Fitch has also assigned an expected 'BB-(EXP)' to its proposed senior secured notes of EUR500 million and placed it on RWP. The Recovery Rating is 'RR4'. The RWP reflects the anticipated improvement in business profile from the streamlining of Allwyn's group structure, leading to the consolidation of Organization of Football Prognostics S.A.'s (OPAP) cash flow and corresponding reduction of proportional leverage once the transaction is closed on terms not materially different from those disclosed at the time of the announcement. Fitch expects proportional net leverage, after consolidation, to reduce below 4.0x by 2027, commensurate with a higher rating. Allwyn's IDR reflects its solid business profile, with increasing product and geographical diversification and scale, high cash generation and adherence to a publicly stated financial policy. Key Rating Drivers Consolidation of Cash Flows Positive: Allwyn is to merge with OPAP in an all-share transaction. Currently, Allwyn owns 54.4% of OPAP and pays significant dividends to minority shareholders, which negatively affects proportional net leverage. The combination will consolidate cash flows, with the combined entity having full control of its cash allocation. OPAP's shareholders approved the combination in January 2026. The 5% cap on non-consenting OPAP's shareholders exercising their cash exit right has been removed, allowing the transaction to be completed once all the regulatory approvals have been received. The combined entity will make a EUR456 million cash exit payment to dissenting shareholders, versus EUR350 million expected previously. Fitch assumes it will continue distributing dividends, with potential share buybacks and special dividends. If these become recurring with a permanent deviation from Allwyn's publicly stated net leverage target, this would imply a more aggressive financial policy and could affect the rating. Its forecast does not incorporate large debt-funded acquisitions over the medium term. Combination with OPAP Drives Deleveraging: Fitch expects 2026 year-end proportional net leverage at 4.3x, pro forma for the combination with OPAP, versus 4.2x expected previously. The difference is mainly driven by higher-than-expected cash exit payment, financed with the new debt. However, the full consolidation of OPAP's EBITDA from 2026 will contribute to deleveraging to below 4.0x from 2027, which is strong for the rating. Adherence to a consistent financial policy as publicly communicated will be key for the rating trajectory. Fitch expects to upgrade the rating to 'BB' if the transaction closes on terms not materially different from those presented. Fitch also expects to change the rating sensitivities from proportional to consolidated after completion of the business combination. Financial Policy Key for Rating: Material deviations from Allwyn's updated financial policy for the combined entity, such as a consolidated net leverage target of 2.5x and dividend guidance of a minimum EUR1 per share, resulting in about EUR770 million a year, could hinder deleveraging and leave little room to absorb operating underperformance. However, the company has a scrip option for the dividends, which could be used to reduce cash outflows. The combined entity will be listed on the Athens Stock Exchange and will pursue a secondary listing thereafter. Fitch expects the financial policy to be consistent with that of a listed entity. Impact of Combination on FCF: Allwyn's free cash flow (FCF) before dividends will be further strengthened after the combination, due to the consolidation of cash flows, OPAP's high profitability and steady dividends from operating companies. However, net of forecast high dividend payments to Allwyn's shareholders and discretionary investments in 2025 and 2026, FCF will be negative during this period. Licence Payments Affecting FCF: Allwyn's 32.5% share of renewing Lottoitalia's lottery licence is EUR725 million. The licence payment in 2026 is EUR465 million, which together with the payment made in 2025, contribute to one-off negative FCF margins in 2025 and 2026. Fitch assumes that in the absence of large discretionary outflows, Allwyn should be able to generate healthy FCF margins in the low-to-mid single digits from 2027, despite high dividends of the combined entity. Diversification to US: In January 2026, Allwyn acquired 62.3% of PrizePicks, a major US daily fantasy sport operator. The acquisition was financed with USD1.54 billion of debt, comprising a USD1 billion term loan B, USD500 million term loan A and a USD54 million drawing of an accordion facility. Consolidation of this higher-margin business from 2026 will contribute to deleveraging. The acquisition increases Allwyn's exposure to the prominent US market and enhances scale, product diversification and online mix. However, it also raises susceptibility to regulatory and fiscal changes, particularly in daily fantasy sports, which has an evolving regulatory environment. Limited Regulation Risk for Lotteries: Allwyn continued to generate over 70% of its gross gaming revenue from its lottery business in 2024. Fitch continues to view this as a more stable gaming segment, growing slightly more slowly than online sports betting and iGaming, but less exposed to player safety regulations and fiscal risks due to large upfront licence payments in some cases. Increased exposure to sports betting in existing and recently acquired businesses will reduce Allwyn's reliance on lottery operations. Expansionary Business Growth to Continue: Fitch expects modest growth in the lottery market, so anticipated growth will primarily be driven by new and recent acquisitions, alongside the consolidation of partially owned stakes. Fitch includes in its forecast about EUR1.5 billion of M&A in 2026, including the PrizePicks acquisition, followed by EUR150 million-EUR250 million a year in 2027-2029 and additional performance-related payments for PrizePicks in 2029. Within the company's existing businesses, Fitch expects growth to come from an increasing share of non-lottery gaming revenue and increased penetration of online channels for lottery operations. Peer Analysis Allwyn's EBITDAR margins are strong relative to other Fitch-rated B2C-focused operators, such as Flutter Entertainment plc (BBB-/Stable), Entain plc (BB/Negative) and evoke plc (B/Negative), which are among the five largest iGaming and online sportsbook operators in Europe. Allwyn has a high portion of lottery revenue, which is less volatile and less exposed to regulatory risks, and has good geographical diversification across Europe, with monopoly or leadership within its market segments. It also has a presence in the US and Latin America. However, its revenue diversification is still slightly weaker than the multi-regional revenue bases of Flutter and Entain. Allwyn has larger scale and geographic diversification than Betclic Everest Group (BB-/Stable). This is offset by a less conservative financial policy and materially higher leverage, resulting in the same rating. Fitch’s Key Rating-Case Assumptions - Low-to-mid single-digit organic revenue growth in 2025-2026 on increased online volume in the core markets of the Czech Republic and Greece, depending on local platform strength, and the ramp-up of UK National Lottery operations. Low single-digit revenue decline in Austria due to asset disposal - Consolidated EBITDA margin improving towards 29% by 2029, from 27% in 2025, as the addition of the US business offsets higher costs at headquarters - Material dividends from equity-owned businesses due to strong operational performance in Brazil and stable performance in Italy - Ordinary dividend payments to ultimate shareholders of EUR770 million a year from 2027; a one-off distribution to OPAP's departing shareholders limited to EUR456 million - Consolidation of Novibet and PrizePicks from 2026 - Consolidation with OPAP from 2026 - Bolt-on acquisitions of EUR150 million a year at an enterprise value of 10.0x EBITDA over 2027-2029 (net of proceeds from assets sale) Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb-, Higher), Sector Characteristics (bb, Higher), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb-, Lower), Profitability (bb-, Moderate), Financial Structure (bb-, Moderate), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - Assessments of the quantitative financial subfactors also include bespoke calculations. - The Governance assessment of 'Some Deficiencies' results in an adjustment of -1 notch(es). - The Operating Environment assessment of 'a-' results in no adjustment. - The SCP is 'bb-'. Recovery Analysis Fitch rates the senior secured debt of Allwyn, issued by Allwyn International AG, Allwyn Entertainment Financing (UK) plc and Allwyn Entertainment Financing (US) LLC, at 'BB-', the same level as Allwyn's IDR. Fitch did not apply any notching of the instrument rating from the IDR, due to the subordination of senior secured debt to reduced, but still meaningful levels, of operating companies' debt, the absence of guarantees and collateral from operating companies, and a material portion of dividend payments from subsidiaries to minority shareholders. Fitch will reconsider its assessment of the debt ranking once the combination with OPAP is completed, which may lead to a multi-notch upgrade of the senior secured rating. RATING SENSITIVITIES Fitch expects to resolve the RWP at transaction close, which it expects to be in 1H26. Consequently, resolution of the RWP could exceed six months. If the proposed combination does not happen, Fitch would remove the ratings from RWP, and the following rating sensitivities would apply to Allwyn in its current scope. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of operating performance leading to consistently negative pre-dividend FCF - A more aggressive financial policy, reflected in proportional lease-adjusted net debt being consistently above 5.5x proportional EBITDAR - EBITDAR fixed-charge coverage below 2.5x and gross dividend/interest at holding company of less than 2.0x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Further strengthening of operations, with increased access to respective cash flows, and debt structure simplification - Sound financial discipline leading to proportional lease-adjusted net debt trending below 4.5x proportional EBITDAR - EBITDAR fixed-charge coverage above 3.0x and gross dividend/gross interest at holding company of more than 2.5x on a sustained basis Liquidity and Debt Structure Fitch estimates that Allwyn had sound liquidity at end-September 2025, comprising EUR1.1 billion of Fitch-calculated cash and operating companies' cash balances (adjusted for minority stake ownership). In July 2025, the company increased its RCF to EUR350 million and extended its maturity to 2030, and as of end-September 2025 it remained undrawn. It also had EUR500 million other undrawn facilities under delayed drawdown term loan B2 and a EUR254 million-equivalent undrawn accordion facility, pro forma for the July 2025 and December 2025 refinancing, respectively, and EUR279 million undrawn of facilities at subsidiaries as of end-September 2025, pro forma for the refinancing transactions. As part of the transaction, Allwyn has announced an add-on of EUR100 million to its existing EUR925 million term loan B, which would further support its liquidity headroom. Debt maturities were well balanced at end-September 2025, with only 12% of consolidated debt maturing before 2029 following the completed refinancing in July 2025. Major maturities start only from 2029. Allwyn's solid access to debt capital markets will keep refinancing risk manageable. In November 2025, the company issued USD1 billion term loan B and USD500 million term loan A to be drawn in 2026 to finance, together with a drawing under the existing RCF, the PrizePicks acquisition. Issuer Profile Allwyn is the largest European private lottery operator, holding leading or monopolistic positions in Austria, the Czech Republic, Greece, Cyprus, the UK and Italy. It is present in the US since its acquisition of Camelot LS Group, Instant Win Gaming and PricePicks. Summary of Financial Adjustments In accordance with Fitch's Corporate Rating Criteria, Fitch uses proportional consolidation for not fully owned assets to arrive at lease-adjusted net debt and EBITDAR for its assessment of leverage metrics used in the Rating Sensitivities. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Allwyn. ESG Considerations Allwyn has an ESG Relevance Score of '4' for Group Structure due to substantial minority positions in some of its consolidated assets as well as material contribution of equity-owned businesses to cash flow, which can lead to high volatility in underlying cash flow. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Allwyn International AG LT IDR BB- Rating Watch Maintained BB- senior secured LT BB- Rating Watch Maintained RR4 BB- Allwyn Entertainment Financing (UK) plc senior secured LT BB-(EXP) Expected Rating RR4 senior secured LT BB- Rating Watch Maintained RR4 BB- Allwyn Entertainment Financing (US) LLC senior secured LT BB- Rating Watch Maintained RR4 BB- =========== T U R K E Y =========== ICA ICTAS: Fitch Affirms 'BB-' Rating on $405MM Bonds, Outlook Pos. ------------------------------------------------------------------- Fitch Ratings has revised ICA Ictas Altyapi Yavuz Sultan Selim Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S.'s USD405 million secured amortising bonds' Outlook to Positive from Stable and affirmed the rating at 'BB-'. This follows the revision of the Outlook on Turkiye's sovereign rating. The project's rating is constrained by the rating of the Turkish sovereign as the Turkish General Directorate of Highways (KGM), essentially the Turkish government, is responsible for its guaranteed payments. RATING RATIONALE The project's rating benefits from what is effectively availability-based revenue, with volume risk assumed by the concession-granting authority through a minimum traffic guarantee. The tariffs are US dollar-denominated and inflation-linked, with FX risk largely covered by periodic tariff resets. The rated bonds are subordinated to existing senior facilities but are fully amortising, with typical covenants and reserves. Under the Fitch Rating Case (FRC), the project achieves a robust average annual debt service coverage ratio (DSCR) of 2.08x. KEY RATING DRIVERS Revenue Risk - Volume - Stronger Minimum Guaranteed Traffic: The project generates revenue through tolls on the Northern Marmara Motorway and the Third Bosphorus Bridge, while the under-construction tunnel will be toll-free. It benefits from a minimum traffic guarantee for the bridge and the motorway, with compensation from KGM if toll revenue falls below guaranteed levels. Located in Istanbul, Turkiye's business hub, the ring road and tunnel serve the northern corridor as a congestion reliever and are crucial for heavy goods vehicles between Europe and Asia. Revenue Risk - Price - Stronger Inflation-Linked Tariffs: The US dollar-denominated tariffs are set in the concession agreement and are linked to inflation. Tariffs are converted into local currency at the beginning of each period. Toll rates are collected in local currency, but long-term FX risk is eliminated by periodic tariff resets. A history of tariff interventions in Turkiye is not a risk as long-term traffic revenue is below the annual revenue guaranteed amount. Infrastructure Development & Renewal - Midrange New Asset, Reasonable Condition: The motorway and bridge have capacity to accommodate forecast traffic with detailed maintenance planning. The motorway and bridge are in reasonable condition, with scheduled works on the bridge bearings, for which costs are covered by an operation and maintenance (O&M) contractor. Heavy and ordinary maintenance of the existing motorway and bridge are funded through internal cash flow. Despite additional construction delays, the technical advisor believes that the tunnel construction will be completed within budget and in line with the revised schedule, with completion anticipated by the long stop date. The expansion of the project limits its assessment of infrastructure and renewal to 'Midrange'. Debt Structure - Midrange Solid Debt Structure; Bonds Subordinated: The fixed-rate, US dollar-denominated secured bonds rank junior to the project company's existing senior facilities. They are fully amortising but have a back-ended profile with 45% and 40% of the debt due in April and October 2027, respectively. The secured covenanted debt structure offers adequate protection to debt holders against adverse developments. Liquidity reserves include a six-month debt service reserve account covering interest and principal, which may be covered by a guarantee letter in place of cash funding the debt service reserve account. FX hedging transactions cover 100% of the debt service requirement for each half year. The bondholders benefit from a security package, including a debt assumption agreement with the Turkish Treasury. This is not reflected in its probability of default-based rating, but bondholders benefit from favourable compensation provisions backed by the Ministry of Treasury and Finance of the Republic of Turkiye. Upon certain events, including the project's default, the Turkish Treasury will either assume the debt under the bonds or repay the outstanding amounts. A sovereign bond default would trigger a default of the bond. Financial Profile Under the Fitch rating case (FRC), Fitch assumes traffic to remain materially below the guaranteed threshold until the end of the concession. Fitch adds a 10% stress to the project's unspent construction, lifecycle, O&M and special- purpose vehicle costs. The relevant credit metrics remain robust. The average projected DSCR over the remaining life of the debt is 2.08x with a minimum DSCR of 1.84x in 2027. PEER GROUP Kilyos's closest peers are Societa di Progetto Brebemi S.p.A. (BBM, BBB-/Negative) and Salerno Pompei Napoli S.p.A (SPN, BBB/Negative). Kilyos and BBM are strategic connecting roads in economically strong areas, while SPN is located in an economically weaker region. BBM and SPN are exposed to volume risk and benefit from price-cap mechanism, while Kilyos benefits from a minimum traffic guarantee. Of these three projects, Kilyos is the only one that is exposed to expansion works. All three issuers have fully amortising debt with project finance-debt features, but Kilyos's bonds are subordinated. Kilyos's rating is also constrained by the Turkish sovereign rating through a revenue guarantee provided by KGM. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Negative action on Turkiye's sovereign rating - Significant weakening of the project's credit profile due to a substantial increase of costs - A significant delay beyond the FRC assumptions in the tunnel construction works Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive action on Turkiye's sovereign rating SECURITY The bonds are secured by: - Equity compensation receivables and related rights of the shareholder and the issuer - Shareholder loan receivables in respect of equity funding for the project - English law charges over the debt service reserve account and the disbursement account - Extraordinary compensation receivables and related rights of the engineering, procurement, and construction contractor and the O&M contractor in respect of the project - Insurances and reinsurances in respect of the project The bonds and the senior facility do not have any common security. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for ICA Ictas Altyapi Yavuz Sultan Selim Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S. Entity/Debt Rating Prior ----------- ------ ----- ICA Ictas Altyapi Yavuz Sultan Selim Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S. ICA Ictas Altyapi Yavuz Sultan Selim Koprusu ve Kuzey Cevre Otoyolu Yatirim ve Isletme A.S./Toll Revenues - Senior Secured Debt/1 LT LT USD 405 mln 7.536% bond/note 31-Oct-2027 XS2924873719 LT BB- Affirmed BB- [] Fitch Affirms Ratings on Eight EMEA Airlines ----------------------------------------------- Fitch Ratings has affirmed eight EMEA airlines' ratings: 1. Air France KLM 2. Air Baltic AS 3. British Airways Plc 4. Deutsche Lufthansa AG 5. Pegasus Hava Tasimaciligi A.S. 6. Ryanair Holdings plc 7. Turk Hava Yollari Anonim Ortakligi's (Turkish Airlines) 8. Wizz Air Holdings Plc These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores Air Baltic AS Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (b+, Moderate), Market and Competitive Positioning (b, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (b+, Moderate), Profitability (b-, Moderate), Financial Structure (ccc, Higher), and Financial Flexibility (ccc+, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 10% for the forecast year 2025, 20% for the forecast year 2026, 20% for the forecast year 2027, 20% for the forecast year 2028 and 20% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'good' results in no adjustment. - The Operating Environment assessment of 'bbb' results in no adjustment. - The SCP is 'ccc+'. To derive the IDR: - Application of Fitch's Government Related Entities Considerations Rating Criteria results in a(n) standalone approach. Air France KLM Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb+, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bb-, Moderate), Financial Structure (bb+, Higher), and Financial Flexibility (bbb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 5% weight for the historical year 2024, 24% for the forecast year 2025, 24% for the forecast year 2026, 24% for the forecast year 2027 and 23% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. The SCP is 'bbb-'. British Airways Plc Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb, Higher), Company Operational Characteristics (bb, Moderate), Profitability (bb+, Higher), Financial Structure (bbb-, Higher), and Financial Flexibility (bbb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the historical year 2024, 25% for the forecast year 2025, 25% for the forecast year 2026 and 25% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. To derive the IDR: - Application of Fitch's Parent Subsidiary Linkage Rating Criteria results in a(n) one notch uplift from the SCP. Deutsche Lufthansa AG Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb+, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (b+, Moderate), Financial Structure (bbb-, Higher), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. Pegasus Hava Tasimaciligi A.S. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb, Lower), Company Operational Characteristics (bbb, Higher), Profitability (bbb, Moderate), Financial Structure (b, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 20% for the forecast year 2025, 20% for the forecast year 2026, 20% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bb+' results in no adjustment. - The SCP is 'bb-'. Ryanair Holdings plc Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb, Higher), Profitability (bbb, Moderate), Financial Structure (a+, Higher), and Financial Flexibility (bbb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the historical year 2024, 25% for the forecast year 2025, 25% for the forecast year 2026 and 25% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bbb+'. Turk Hava Yollari Anonim Ortakligi (Turkish Airlines) Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bbb-, Moderate), Profitability (bb, Moderate), Financial Structure (bb, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 30% for the forecast year 2025, 30% for the forecast year 2026 and 30% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb-' results in no adjustment. - The SCP is 'bb'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a(n) standalone approach. - Application of Fitch's Parent Subsidiary Linkage Rating Criteria results in an IDR being in line with SCP at one notch above the sovereign rating. - Country ceiling considerations apply and result in an adjustment of 0 notch(es). Wizz Air Holdings Plc Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bbb-, Higher), Profitability (bb, Moderate), Financial Structure (b+, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 40% weight for the forecast year 2026 and 60% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'bbb+' results in no adjustment. - The SCP is 'bb'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Ryanair Holdings plc LT IDR BBB+ Affirmed BBB+ ST IDR F2 Affirmed F2 Air Baltic Corporation AS LT IDR CCC+ Affirmed CCC+ senior secured LT B- Affirmed RR3 B- Deutsche Lufthansa AG LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- subordinated LT BB Affirmed BB Jr. subordinated LT BB Affirmed BB Wizz Air Holdings Plc LT IDR BB Affirmed BB ST IDR B Affirmed B senior unsecured LT BB Affirmed RR4 BB Pegasus Hava Tasimaciligi A.S. LT IDR BB- Affirmed BB- LC LT IDR BB- Affirmed BB- Natl LT AAA(tur) Affirmed AAA(tur) senior unsecured LT BB- Affirmed RR4 BB- Ryanair DAC senior unsecured LT BBB+ Affirmed BBB+ Air France KLM LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- subordinated LT BB Affirmed BB Wizz Air Finance Company B.V. senior unsecured LT BB Affirmed RR4 BB British Airways Plc LT IDR BBB Affirmed BBB Turk Hava Yollari Anonim Ortakligi (Turkish Airlines) LT IDR BB Affirmed BB LC LT IDR BB Affirmed BB =========================== U N I T E D K I N G D O M =========================== FULCRUM IT PARTNERS: Teneo Financial Named as Administrators ------------------------------------------------------------ Fulcrum IT Partners Ltd was placed into administration in the High Court of Justice, Court Number CR-2026-000751, and Robert Scott Fishman and Gavin Maher of Teneo Financial Advisory Limited were appointed as Joint Administrators on February 12, 2026. Fulcrum IT Partners Ltd operates 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 FULCRUM PEGASUS PURE: Teneo Financial Named as Administrators ------------------------------------------------------------- Fulcrum Pegasus Pure Exchange Co Ltd was placed into administration in the High Court of Justice, Court Number CR-2026-000750, and Robert Scott Fishman and Gavin Maher of Teneo Financial Advisory Limited were appointed as Joint Administrators on February 12, 2026. Fulcrum Pegasus Pure Exchange Co Ltd operates 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 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 operates 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 PHARMANOVIA BIDCO: Fitch Affirms 'CCC+' IDR & Withdraws Rating -------------------------------------------------------------- Fitch Ratings has affirmed Pharmanovia Bidco Limited's (formerly Atnahs) Long-Term Issuer Default Rating (IDR) at 'CCC+' and senior secured rating at 'CCC+' with a Recovery Rating of 'RR4'. Fitch has subsequently withdrawn all ratings. The affirmation reflects weak operating performance in the first half of the financial year ending March 2026 (FY26) due to imbalanced in-market stock levels impeding sales and resulting in further underperformance and execution challenges, exacerbated by management changes in FY26. As a result, Fitch expects the group's leverage will be above 9.0x in FY26-FY28 with limited visibility of the deleveraging pace. Fitch expects modest profit recovery from FY27, but it will not support a material improvement in leverage metrics. The rating also captures Pharmanovia's weakened liquidity position and high reliance on the availability of its revolving credit facility (RCF), with materially reduced headroom for further underperformance and cash burn in FY26-FY27. Fitch has withdrawn Pharmanovia's ratings for commercial reasons and will no longer provide ratings or analytical coverage for the company. Key Rating Drivers Ongoing Underperformance: Fitch expects FY26 Fitch-adjusted EBITDA to drop towards or below EUR80 million (FY25: EUR101 million or EUR118 million under management accounting), due to continued revenue and operating margin deterioration. 2QFY26 was another weak quarter with depressed sales due to continued overstocking, particularly in China, although underlying demand there remains reasonable. Margins were affected by phasing and an adverse change in product mix towards lower-margin items. Foreign-exchange-adjusted EBITDA (management calculation) was EUR24 million in 1HFY26 due to low sales and reduced margins, with the Chinese business segment, subsequently disposed of in 3Q26, posting negative EBITDA. Part of the EUR50 million proceeds from the Chinese assets' disposal was used to buy-back about EUR82 million of the outstanding term loan B. The disposal of the loss-making Chinese segment limits the downside in FY26 but also results in reduced size and geographical diversification, with smaller potential for recovery in FY27-FY29. No Clear Budget Guidance: The group disposed of Chinese assets in December 2025, which should have a positive impact on margins in the medium term, subject to the sustainability of the company's performance across the world. Management's current strategy bears high execution risk being focused on stock normalisation, operational transformation, including simplifying of the business and cost-cutting measures, and effective management of mature brands. Nevertheless, Fitch has not been provided with a budget or guidance on the company's short- to medium-term performance. The inability to develop and implement an efficient mid-term budget that includes transformation measures could lead to debt restructuring being necessary in the medium term. This risk is somewhat mitigated by the absence of debt maturities until 2029 when the RCF comes due. Unsustainable Leverage: Pharmanovia's Fitch-adjusted gross leverage was 9.9x in FY25 (8.5x if accounting for all the company's adjustments). Fitch expect it to grow into double-digit territory in FY26, despite the recent repayment of the term loan B by EUR82 million. Fitch views the current capital structure as unsustainable, with no room for further underperformance. Minimum Liquidity: The company has an asset-light model, which can help it adjust its cash outflows to limit cash leakage. At end-2QFY26, it had EUR19 million of cash (of which Fitch restricts EUR5 million) and EUR106 million available under its EUR203 million RCF. Access to over 40% of the RCF is subject to a senior secured net leverage covenant at below 8.75x, but there are carveouts under the debt documentation for capex, M&As and deferred consideration payments. The company does not envisage increasing use of the RCF over FY26. However, further underperformance versus the budget could result in increased liquidity needs and result in a liquidity crunch. Constrained by Scale: Pharmanovia's rating is constrained by its small size, despite recent product additions. Fitch also views the company's narrow product portfolio and high sales concentration (its top 10 products accounted for 52% of sales in 1HFY26) as rating constraints. Moderation of high product concentration risks remains subject to further portfolio expansion through medium to large acquisitions. Its business model depends on continued portfolio replenishment, with limited resources following recent operating results. Reconfiguring Portfolio: Fitch expects the company to prioritise organic growth in its defined therapeutic areas, driven by product redevelopment and new market launches. This is underscored by its in-licensing agreements for novel complementary therapies. These support its M&A-driven growth and diversification strategy, which has gained momentum since the pandemic. In a normal environment Fitch assumes a moderate decline of its established off-patent drug portfolio. However, visibility of the medium-term plan is limited at this stage. ESG - Management Strategy: The recent operational and strategic failures, multiple changes of management, the near- to medium-term uncertainty around the business's strategic development and the lack of a developed medium-term plan create downside risks and weigh on the IDR. ESG - Financial Transparency: Multiple delays in reporting and audit conclusions (for FY24 and FY25), multiple restatements of the financials and limited disclosure for the quarterly results undermine the reliability of the reported numbers and has a negative impact on the rating. Peer Analysis Fitch compares Pharmanovia with other asset-light scalable niche pharmaceutical companies, such as CHEPLAPHARM Arzneimittel GmbH (B/Stable), ADVANZ PHARMA HoldCo Limited (B/Stable) and Neopharmed Gentili S.p.A. (B/Stable). Pharmanovia's moderate business scale and concentrated brand portfolio benefit from increasing product and wide geographic diversification in each brand. However, the current financial underperformance and uncertainty around the medium-term strategy and minimum headroom in liquidity constrain its IDR to the 'CCC' category. Historically, Pharmanovia and Cheplapharm had almost equally high and stable operating and cash flow margins, which eroded from 2024. Advanz also has high execution risk in its refocused strategy to actively develop and market targeted specialist generic drugs, and remaining litigation risks. Neopharmed's slightly smaller operations are balanced by better expected leverage. Fitch’s Key Rating-Case Assumptions - Decline of revenue by 7% yoy in FY26 and expected recovery with at least low single-digit sales growth in FY27-FY29 - EBITDA margin of about 27.6% in FY26, improving towards 34% in FY27, 35%-36% in FY28-FY29 - Working capital inflow of about EUR16 million in FY26 and at around breakeven in FY27-FY29 - RCF drawings in FY26-FY29 to support the cash position - M&A of product intellectual property and commercial infrastructure assets assumed to halt in FY26 and FY27 to preserve cash, then of about EUR10 million-20 million a year in FY28-FY29; targeted acquisitions at an enterprise value of 4x sales, funded with internally generated FCF - Non-acquisition capex at about 1% of sales (Fitch treats acquisitions as equivalent capex at 8%-10% of sales, as it views these investments as necessary to offset the organic portfolio decline) - Total capex of EUR55 million in FY26; EUR61 million in FY27; EUR32 million in FY28 and EUR50 million in FY29. - Repayment of about EUR82 million of TLB in FY26 which were bought-back for about EUR50 million. - No debt-funded dividend payments Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): management (b, higher), sector characteristics (bbb, lower), market and competitive positioning (b-, moderate), diversification and asset quality (bb, moderate), company operational characteristics (bb-, moderate), profitability (ccc+, moderate), financial structure (ccc-, higher), and financial flexibility (ccc+, higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024 ending March 2025, 40% for the forecast year 2025 and 40% for the forecast year 2026. - B+ to CC considerations apply in its analysis and result in no adjustment. - The governance assessment of 'some deficiencies' results in no adjustment. - The operating environment assessment of 'a+' results in no adjustment. - The SCP is 'ccc+'. Recovery Analysis The recovery analysis assumes Pharmanovia would be considered a going concern in bankruptcy and reorganised rather than liquidated. This is driven by the company's asset-light business model, which supports higher realisable values in financial distress than balance-sheet liquidation. Financial distress could primarily arise from material revenue contraction following volume losses and price pressure, given its exposure to generic pharmaceutical competition, possibly in combination with an inability to manage the cost base of a rapidly expanding business. Fitch applied a post-restructuring going concern EBITDA estimate of EUR100 million and a distressed enterprise value/EBITDA multiple of 5.0x, reflecting its estimate of the underlying value of the company's portfolio of intellectual property rights before considering added value through portfolio and brand management. Fitch assumes a 10% administrative claim. Its principal waterfall analysis generated a ranked recovery in the 'RR4' band for the senior secured capital structure, comprising the EUR898 million term loan B and EUR203 million RCF assumed to be fully drawn prior to distress in accordance with its methodology, with both facilities ranking pari passu. This indicates a 'CCC+'/'RR4' instrument rating for the senior secured debt. RATING SENSITIVITIES Not applicable as the ratings have been withdrawn. Liquidity and Debt Structure Pharmanovia's readily available cash on balance sheet at end-2QFY26 was at EUR14 million (excluding EUR5 million Fitch considers not readily available). In addition, it has access to EUR106 million of its EUR203 million RCF. With its operating underperformance, the company is fully reliant on continued RCF availability and further material underperformance could lead to insufficient liquidity. The company does not have any maturities until 2029 and 2030, when the RCF and term loan B come due, respectively. Issuer Profile Pharmanovia is a UK-based specialty pharma focused on acquiring and managing branded off-patent drugs. Its main therapeutic areas are cardiovascular, endocrinology, neurology and oncology. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Pharmanovia Bidco Limited. ESG Considerations Pharmanovia has an ESG Relevance Score of '5' for 'Management Strategy' due to an ineffective corporate strategy and the absence of a turnaround plan. This has a negative impact on the credit profile and is highly relevant to the rating. Pharmanovia has an ESG Relevance Score of '5' for 'Financial Transparency' due to late reporting of financials with multiple restatements and lack of detailed disclosure. This has a negative impact on the credit profile and is highly relevant to the rating. Pharmanovia has an ESG Relevance Score of '4' for Governance Structure due to the recent resignations in the management team, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Pharmanovia Bidco Limited LT IDR CCC+ Affirmed CCC+ LT IDR WD Withdrawn senior secured LT CCC+ Affirmed RR4 CCC+ senior secured LT WD Withdrawn PIERPONT BTL 2026-1: Fitch Assigns 'BB+sf' Rating on Two Tranches ----------------------------------------------------------------- Fitch Ratings has assigned Pierpont BTL 2026-1 PLC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Pierpont BTL 2026-1 PLC A XS3278745271 LT AAAsf New Rating AAA(EXP)sf B XS3278745438 LT AA+sf New Rating AA+(EXP)sf C XS3278745511 LT A+sf New Rating A+(EXP)sf D XS3278745602 LT Asf New Rating BBB+(EXP)sf E XS3278745784 LT BB+sf New Rating BB(EXP)sf X XS3278746089 LT BB+sf New Rating BB+(EXP)sf Transaction Summary Pierpont BTL 2026-1 PLC is a securitisation of buy-to-let (BTL) mortgages originated in England, Wales and Scotland by LendInvest BTL Limited, and MT Finance (MTF), which entered the BTL mortgage market in 2017 and 2022, respectively. LendInvest and MTF are the named servicers for their respective sub-pools (62% of the total pool for LendInvest and 38% for MTF) with servicing activities delegated to Pepper (UK) Limited. This is the fifth transaction in the Pierpont series and the third rated by Fitch. KEY RATING DRIVERS Prime BTL Underwriting: The pool has a weighted average (WA) original loan-to-value ratio of 75.1%, a Fitch-calculated WA interest coverage ratio of 95.2% and predominantly consists of interest-only loans. LendInvest and MTF's lending policies are in line with those of prime BTL lenders and the transaction's attributes are in line with peer Fitch-rated BTL transactions. MTF has limited BTL origination performance data history, so Fitch assigned a transaction adjustment of 1.1x to these loans. Specialist Properties: By current balance, 36% of the properties are classed as houses in multiple occupation (HMO) or multi-unit freehold blocks (MUFBs). These properties are generally higher-yielding and require active management. LendInvest and MTF require landlords to have a minimum of 12 months' experience when advancing against these properties. HMOs or MUFBs attract a higher foreclosed sale adjustment discount in Fitch's asset analysis, which affects the WA recovery rate (RR) calculation. Fixed Hedging Schedule: The issuer entered into a swap at closing to mitigate the interest rate risk arising from the fixed-rate mortgage loans prior to their reversion date. The swap notional is based on a pre-defined schedule assuming a constant prepayment rate based on past borrower prepayment behaviour on comparable mortgage products. If the loans prepay ahead of the schedule or default, the issuer will be over-hedged. The excess hedging is beneficial to the issuer in a rising interest-rate scenario and detrimental when interest rates are falling. Product switches will be repurchased, mitigating potential pool migration towards lower-yielding assets and the need for additional hedging. Alternative High Prepayment Rates: The transaction contains a high proportion of fixed-rate loans subject to early repayment charges. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine when prepayments will occur. Fitch has therefore applied an alternative high prepayment stress that tracks the fixed-rate reversion profile of the pool. The prepayment rate applied is floored at the high prepayment rate assumptions produced by ResiGlobal:UK and capped at a maximum rate of 40% a year. Unrated Representations and Warranties Provider: LendInvest and MTF are unrated by Fitch and will have an uncertain ability to make substantial repurchases from the pool in the event of a material breach of representations and warranties. As part of its analysis, Fitch placed more emphasis on a materially clean agreed-upon procedures report and prior file review. Rating Caps, Deviation From MIR: The class E and X notes' ratings have been capped at 'BB+sf' due to their excessive reliance on excess spread to meet repayment under Fitch's analysis and described in its the Global Structured Finance Rating Criteria. The class D notes have been assigned a rating one notch below their model-implied-rating (MIR) due to their reliance on excess spread. The class C notes' rating is capped at 'A+sf' due to payment interruption risk caused by the lack of dedicated liquidity support. Final Ratings Above Expected Ratings: The class D and E notes' final ratings are higher than their expected ratings because the final note margins are lower than those provided to Fitch for its expected rating analysis, reducing funding costs and increasing excess spread, which supports their higher ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to potential negative rating action depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WAFF and 15% decrease of the WARR would imply the following: Class A: 'AAAsf' Class B: 'AAsf' Class C: 'A+sf' Class D: 'A-sf' Class E: 'BB+sf' Class X: 'BB+sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable-to-improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and consideration for potential upgrades. Fitch found that a 15% decrease in the WAFF and 15% increase of the WARR would imply the following: Class A: 'AAAsf' Class B: 'AA+sf' Class C: 'A+sf' Class D: 'A+sf' Class E: 'BB+sf' Class X: 'BB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable ESG Considerations 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. POLARIS 2026-1: Fitch Assigns 'B+sf' Final Rating on Class X2 Debt ------------------------------------------------------------------ Fitch Ratings has assigned Polaris 2026-1 Plc final ratings. Entity/Debt Rating Prior ----------- ------ ----- Polaris 2026-1 Plc A XS3277921642 LT AAAsf New Rating AAA(EXP)sf B XS3277922376 LT AA+sf New Rating AA+(EXP)sf C XS3277923697 LT A+sf New Rating A+(EXP)sf D XS3277924232 LT A-sf New Rating BBB+(EXP)sf E XS3277922293 LT BBB+sf New Rating BBB(EXP)sf F XS3277922616 LT BBsf New Rating B+(EXP)sf X1 XS3277924315 LT BB+sf New Rating BB-(EXP)sf X2 XS3277925122 LT B+sf New Rating B-(EXP)sf Transaction Summary Polaris 2026-1 Plc is a securitisation of owner-occupied (OO) and buy-to-let (BTL) mortgages originated by UK Mortgage Lending Ltd, which is wholly owned by Pepper Money Limited. The loans are secured on properties located in the UK. The transaction includes primarily 2025 origination, with a small portion originated in 2026. This will be the 12th transaction in the Polaris series. KEY RATING DRIVERS Specialist Assets: The mortgage pool comprises a mix of recently originated OO loans and a small portion of BTL loans (4.6%), Pepper has only recently resumed BTL lending. It has a manual approach to underwriting, which is typical for specialist lenders, focusing on borrowers that do not qualify on high street lenders' automated scorecard criteria. Transaction Adjustment: Arrears performance data is weaker than at high street prime lenders, reflecting the originator's complex target market. The mortgage pool includes 20.6% of loans where the borrower has a county court judgement (CCJ), of which around 11.5% have a balance of greater than GBP1,000. About 66% of the pool is from Pepper's strongest products - '36' or '48' - representing the number of months since the last CCJ/default, but the remainder of the pool consists of products with more recent borrower CCJs/defaults. Shared ownership mortgages account for 8.8% of the pool. Fitch has applied a transaction adjustment of 1.25x to the foreclosure frequency (FF) to reflect the product mix and historical performance. In line with that for other specialist lenders, Fitch has increased the FF for self-employed borrowers in the OO sub-pool with verified income to 30%, instead of the 20% increase typically applied under the UK RMBS Rating Criteria. Product Switches Drive Excess Spread: The assets in the portfolio earn higher interest rates than typical prime mortgage loans. The current weighted average (WA) interest rate is 6.2%. However, excess spread will be reduced by the transaction's ability to retain product switches: up to 25% of the original balance of the loans (including prefunded loans) can be retained after a product switch. The minimum interest rate of the product switches is at a level that produces a post-swap margin of 2.0%. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine when prepayments occur. Fitch has therefore applied an alternative high prepayment stress that tracks the fixed-rate reversion profile (inclusive of retained product switches) of the pool. The prepayment rate applied is floored at the high prepayment rate assumptions produced by Fitch's analytical model ResiGlobal (UK) and capped at a maximum rate of 40% a year. Fixed Interest Rate Swap Schedule: The transaction features a fixed-to-floating interest rate swap to hedge the interest rate risk between the fixed-rate mortgage assets and the SONIA-linked notes. The swap has a defined notional schedule that incorporates an element of prepayment that increases over time. In Fitch's cash flow modelling, the combination of high prepayments and decreasing interest rates leads to the transaction being over-hedged with swap payments senior to note interest. Prefunding: There is an initial over-issuance of approximately a quarter of the notes. These additional funds can be used to purchase additional assets up until the first interest payment date. Fitch believes the conditions around the permitted pool of prefunded loans mitigates the risk of a material deterioration in the credit quality of the pool of assets. Final Ratings Above Expected Ratings: The final ratings are one notch higher than the expected ratings for the class D and E notes and two notches higher for the class F, X1 and X2 notes. This is due to the notes' final margins being lower than those provided to Fitch for the expected rating analysis, resulting in higher available excess spread. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to potential negative rating action depending on the extent of the decline in recoveries. Fitch conducts sensitivity analyses by stressing a transaction's base-case FF and recovery rate (RR) assumptions. For example, a 15% WAFF increase and a 15% WARR decrease would result in model-implied downgrades of up to two notches for the class C, E and X1 notes and one notch for the class B, D and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and potential upgrades. Fitch tested an additional rating sensitivity scenario by applying a decrease in the WAFF of 15% and an increase in the WARR of 15%, implying model-implied upgrades of between three and four notches for the class C to X2 notes. There is no impact on the class B notes. The class A notes are already rated at the maximum 'AAAsf' and cannot be upgraded. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E as prepared by Deloitte LLP. The third-party due diligence described in Form 15E focused on the verification of loan data. Fitch considered this information in its analysis, which did not have an effect on its analysis or conclusions. DATA ADEQUACY Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations 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. SPINNAKER TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Spinnaker Topco Limited's (Norgine) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed the senior secured rating on Spinnaker Debtco Limited's EUR1.03 billion term loan B (TLB) at 'B+' with a Recovery Rating of 'RR3' following the completed add-on of EUR50 million in two separate repricing transactions. The ratings reflect Norgine's established positions in consumer health, and growth prospects from specialist pharmaceuticals with a smaller scale, high but improving product concentration and profitability, high leverage and neutral free cash flow (FCF) generation due to higher investments. The Stable Outlook reflects Fitch's expectations of neutral to marginally positive FCF generation from 2027. Fitch views rating headroom as extremely limited with EBITDA leverage and FCF generation outside the negative sensitivities until 2027, requiring careful execution of the business plan with no flexibility for additional debt funded growth at the current rating. Key Rating Drivers FCF Temporarily Under Pressure: The rating assumes that Norgine's increased investment in building up its specialist pharmaceutical business over the next two years will erode FCF generation. The announced increased investments in acquired products to be launched, mostly related to the in-licensing agreement with Vir Technologies for the commercialisation of tobevibart and elebirsan (T+E) will result in increased R&D and launch costs from 2026. As a result, its rating construction relies on continued profitable growth of the cash generating, mature consumer health portfolio. Limited Operational and Financial Flexibility: Norgine has reduced execution risks related to its targeted commercialisation strategy, following the transition of Movicol to over the counter in key markets, and manufacturing reconfiguration. However, the latest in-licensing agreement's structure has reduced operational and financial flexibility, given its shared R&D payments and increase in milestone payments before the product significantly contributes to earnings in 2029. Fitch could revise the Outlook or downgrade the rating if performance is below its expectations or Norgine encounters operational setbacks, as under the current rating there is no headroom for underperformance. Improving EBITDA Margin: Fitch forecasts the EBITDA margins will rise to 25% in 2026-2027, reaching close to 26% by 2029, supported by a favourable product mix shift as contributions from the Theravia acquisition and innovative launches gradually increase, alongside restructuring initiatives supporting the profitability of mature segments. Fitch expects that launches of future products should slow down the margin expansion from its previous expectations. Nevertheless, the projected profitability improvement should support the group's deleveraging to below its 6.0x EBITDA leverage negative sensitivity in the next two years. T+E Expenses Excluded from EBITDA: Fitch excludes R&D expenses related to T+E from EBITDA, as it is long term in nature and supports Norgine's transition into a more innovative company. However, they weigh on FCF generation and the large increase in investments reflects diminished financial flexibility if there are any setbacks or underperformance. High Leverage; Gradual Improvement Expected: Fitch anticipates Norgine will continue deleveraging, albeit at a slower pace than originally anticipated under the 'B' rating. The deleveraging trajectory is contingent on disciplined execution of the growth plan, and successful launches over the next two to three years. The rating is also predicated on Norgine returning EBITDA leverage to below 6x by 2028, evidencing the low headroom at the current rating. Structural Growth Opportunities: Norgine's exposure to structurally growing and defensive markets, combined with active brand lifecycle management, underpin its profitable growth opportunities, in its view. The company's acquisition strategy to offer a path that strengthens the rating's business risk profile by broadening its portfolio in its gastro-hepatology franchise, reducing its revenue concentration in the Movicol brand through margin accretive products that have robust organic growth potential, leading to mid-to-high single digit organic growth until the end of the decade, subject to careful implementation of this strategy in a capital preserving manner. No Headroom for Opportunistic M&A: The rating assumes financial discipline and conservative capital allocations, following the M&A investments done in the past two years. Fitch forecasts no M&A for the next two years, as Fitch expects Norgine to invest the development and launch of recently acquired products. Any acquisitions in the next two years could lead to rating action on the issuer and its senior secured issuance. Peer Analysis Following Norgine's recent acquisitions that increase its exposure to specialty therapeutics, Fitch bases the rating on its pharmaceutical navigator for companies. Fitch compares Norgine with asset-light pharmaceutical companies like ADVANZ Pharma HoldCo Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B/Stable), and the larger generic drug manufacturer Nidda BondCo GmbH (Stada; B/Stable). These companies are mostly focused on off-patent branded and generic drugs, with some contribution from biosimilar products. Stada and CHEPLAPHARM benefit from more sizeable and cash-generative operations, but have more aggressive financial risk profiles than Norgine, with both issuers having EBITDA leverage historically above 6x. ADVANZ has higher margins and similar leverage to Norgine. Fitch also compares Norgine with over the counter consumer healthcare producers, like Cooper Consumer Health (B/Stable) and Opal Holdco 4 SAS (B+/Stable). Both entities hold leading market positions in different segments across several countries, reflected in their larger scale than Norgine. Cooper's higher profitability is offset by Norgine's lower leverage. Fitch expects that Norgine's FCF margins will be similar to Cooper's following profitability improvements and reduced capital intensity. Fitch’s Key Rating-Case Assumptions - Organic revenue growth in the mid-single digits in 2026, complemented by a full-year of Theravia operations. Fitch expects organic revenue to remain in the mid-to-high single digits through the expansion of its main products - EBITDA margin of around 23% in 2025 with gradual improvement to 25% by 2026, with profitability expansion from operational improvements and structurally more profitable products slightly offset by launch costs. Fitch expects EBITDA margin to steadily increase to 26% by 2029 - Capex of 7% of revenue in 2025 and 9% in 2026-2027, with reduction of property, plant, and equipment capex offset by increased milestone payments and R&D expenses. Fitch anticipates capex declining to around 6%-6.5% for 2028-2029 - No major acquisitions as the company invests in its products internally in 2026-2027 - No dividends paid through 2029 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): management (b, higher), sector characteristics (bb, lower), market and competitive positioning (b-, higher), diversification and asset quality (bb-, moderate), company operational characteristics (bb, moderate), profitability (b+, moderate), financial structure (b-, higher), and financial flexibility (bb-, moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 5% weight for the forecast year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 35% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The governance assessment of 'some deficiencies' results in no adjustment. - the operating environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. Recovery Analysis The recovery analysis assumes that Norgine would be restructured as a going concern (GC) rather than liquidated in a default. In its bespoke recovery analysis, Fitch estimates GC EBITDA available to creditors of EUR125 million. Fitch has revised this from EUR120 million, taking into account successful integration of the Theravia acquisition and the launches that the company made in 2025, which have improved its business profile towards a more innovative pharmaceutical company. Fitch applies a distressed enterprise value (EV/EBITDA) multiple of 5.5x to calculate a GC EV. The multiple is lower than 6.0x for Cooper, given Norgine's smaller scale and lower margins due to Cooper's inherent market protection within the French market. Fitch assumes Norgine's multi-currency EUR160 million revolving credit facility (RCF) would be fully drawn in a restructuring, ranking equally with the rest of the senior secured loan. The company also has a factoring facility that Fitch assumes will remain available after reorganisation, so do not include it in its recovery calculation. Its waterfall analysis generates a ranked recovery for senior secured creditors in the 'RR3' band, leading to a 'B+' instrument rating, one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Increasing execution and operational risk leading to static EBITDA margin and FCF erosion - Slower-than-expected results from the market expansion strategy, or a more aggressive M&A strategy that leads to EBITDA leverage consistently above 6.0x - EBITDA interest coverage below 2.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Positive rating action is unlikely at present as the company executes its current investment cycle. Fitch could revise the rating if the new launches increase the company's scale and profitability, reflected by: - EBITDA generation above EUR200 million - FCF margin approaching double digits - EBITDA leverage consistently below 5.0x - EBITDA interest coverage above 3.0x Liquidity and Debt Structure Fitch views the liquidity structure as satisfactory for the rating. Fitch anticipates cash available for debt repayment at around EUR14 million (Fitch restricts EUR20 million for intra-year working capital fluctuations), in addition to the EUR160 million RCF. These sources should cover the company's cash flow needs for investing finalisation of its facilities' reconfiguration and operations' restructuring, as well as the R&D and launch costs for its upcoming pipeline of products. Issuer Profile Norgine provides prescription and over the counter treatments in gastroenterology, hepatology and critical care. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Spinnaker Topco Limited. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Spinnaker Debtco Limited senior secured LT B+ Affirmed RR3 B+ Spinnaker Topco Limited LT IDR B Affirmed B VIALTO PARTNERS: Fitch Hikes LongTerm IDR to 'B-', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Ratings (IDRs) of Galaxy US Opco Inc., CD&R Galaxy Luxembourg Finance S.a.r.l., and Vialto UK Interco 3 Limited (collectively, Vialto Partners) to 'B-' from 'CCC+'. The Rating Outlook is Stable. In addition, Fitch has upgraded Vialto's first lien term loan to 'B' with a Recovery Rating of 'RR3' from 'B-'/'RR3'. The ratings reflect the company's improving profitability and interest coverage, driven by recent cost-saving initiatives following the distressed debt exchange (DDE), and Fitch's expectation that free cash flow (FCF) and (CFO-capex)/debt will turn positive over the forecast period. The ratings also reflect Vialto Partners' stable market position, recurring revenue, and diversified geographic and customer mix. Key Rating Drivers Improving Profitability: Vialto Partners' cost structure continues to normalize as the company implements cost-saving initiatives and reduces transition costs. Following its 2022 carve-out from PricewaterhouseCoopers by CD&R, Vialto underwent a costly and complex separation that resulted in weaker-than-expected financial performance driven by high stand-up costs, limited business information, a surge in working capital, and margin pressures. Fitch expects the company to continue its cost-saving efforts and profitability to improve modestly over the forecast period. Declining Leverage: Following the February 2025 DDE transaction, the company's leverage declined significantly from the high-teens range to the mid-single-digit range. Fitch expects leverage to remain in the mid-single-digit range over the rating horizon. Vialto Partners revised the original financing terms, helping the company avoid a potential default. The revised terms included a principal reduction fully absorbed by Vialto Partners' sponsors, a maturity extension, and the introduction of a pay-in-kind (PIK) interest option through October 2026. The restructuring reduced outstanding debt by approximately USD700 million, including a USD550 million reduction via a first lien/second lien debt for equity exchange and a USD160 million paydown of the first lien revolving credit facility (RCF), funded by USD225 million of new sponsor capital. Neutral FCF: Fitch expects Vialto Partners' FCF to be broadly neutral over the next 12-24 months due to various costs reflecting profitability-improvement costs, one-off expenses, and capex. In Fitch's base case, the company is assumed to exercise its option to pay interest in kind under the amended credit documents. Fitch projects Vialto Partners' cash flow leverage, measured as (CFO-capex)/debt, to be neutral over the next 24 months and then marginally positive thereafter. Stable Revenue Base: Fitch views Vialto Partners' business as highly recurring. The company generates most of its revenue from multi-year cross-border tax services contracts, serving more than 5,000 customers across a range of industries (including technology, energy and manufacturing). The average tenure of its top 100 clients is 11 years, and the business benefits from significant client stickiness due to annual tax return filing requirements. Limited Scale and Diversification: Vialto Partners operates at a smaller scale than many business services peers, despite a strong presence in its core mobile workforce tax solutions market. Its business mix is also less diversified, with about 90% of revenue derived from workforce tax solutions and immigration-related services (e.g., compliance and consulting for work permits and visas). Revenue is geographically diversified, with the Americas representing the largest exposure at slightly over 40% of revenue. Solid Market Position: Vialto Partners has strong customer retention, and its multi-year contracts provide revenue visibility over time. Workforce tax solutions account for a large share of revenue and profitability, and the company is expanding into adjacent areas: immigration services, cross-border payroll and compensation-related services, and other HR compliance-related services. Vialto Partners has significant market share in its core end market and competes with the Big Four accounting firms. It also competes with law firms, relocation management companies and other services providers. Peer Analysis Vialto Partners is a leading provider of tax-related global mobility solutions for corporate employees working across borders, as well as immigration services. The company has a strong global presence and is among the leading providers of cross-border corporate tax services. Fitch assesses the issuer relative to other business services companies and considers a range of qualitative and financial factors when deriving the rating. Relative to Fitch-rated peers, Vialto Partners is well positioned in terms of market presence and business stability. However, it has smaller scale and lower EBITDA and FCF margins than Fitch-rated business services peers in the 'B' rating category. Vialto Partners also operates in a niche compared with rated issuers in the accounting industry, such as CohnReznick Advisory LLC (B/Stable), which operates in the mid-tier accounting services market and has faster growth opportunities through consolidation. Fitch projects Vialto Partners will generate neutral FCF over the next 18-24 months and turning marginally positive thereafter, resulting in higher EBITDA leverage than CohnReznick. Fitch’s Key Rating-Case Assumptions - Annual revenue increases by low single digits over the rating horizon; - EBITDA margins benefit from incremental flow-through from higher revenue and savings achieved from various cost-saving initiatives; - Capex is around 3%-4% of revenue per year; - Company exercises PIK interest option until October 2026; - Fitch expects company's leverage to decline to low 5x over the forecast period. Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (b+, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb+, Lower), Profitability (b-, Moderate), Financial Structure (ccc+, Higher), and Financial Flexibility (b-, Higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - 'B+' to 'CC' considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b-'. To derive the IDR: - Application of Fitch's "Parent and Subsidiary Linkage Rating Criteria" results in a same credit profile for both the parent and subsidiary approach. Recovery Analysis For entities rated 'B+' and below, where default probability is higher and recovery prospects are crucial to investors, Fitch conducts a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating, ranging from 'RR1' to 'RR6', which is then notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV), (ii) estimating creditor claims, and (iii) distributing the value. Fitch assumes that Vialto Partners would emerge from a default scenario using the going concern (GC) approach rather than liquidation. Key assumptions used in the recovery analysis are as follows: - GC EBITDA: Fitch estimates a GC EBITDA of approximately $115 million, or meaningfully below the company's current run-rate EBITDA. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. Fitch contemplates a scenario where mis-execution and/or revenue loss from some of Vialto Partners' largest customers impairs Vialto's debt-servicing ability. Fitch has increased the GC EBITDA from $100 million to $115 million to capture the increase in EBITDA based on recent-cost saving initiatives adopted by Vialto. Fitch assumes the $200 million revolving credit facility to be fully drawn in a recovery scenario and a 10% administrative claim. The recovery analysis results in a 'B'/'RR3' Issue Rating and Recovery Rating, respectively, for the first lien credit facilities. - EV Multiple: Fitch assumes a 6.5x multiple, which is validated by historic public company trading multiples, industry M&A and past reorganization multiples Fitch has seen across various industries. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Meaningful liquidity deterioration; - Sustained negative (CFO-capex)/debt; - Sustained negative FCF margins; - EBITDA interest coverage sustained below 1.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - (CFO-capex)/debt sustained in the low-single digits; - Margin expansion leading to sustained positive FCF margins; - EBITDA leverage sustained below 5.0x; - Vialto Partners increases scale and/or further diversifies its mix of services. Liquidity and Debt Structure Vialto Partners' liquidity is primarily supported by availability under its revolver facility as Fitch projects neutral to positive FCF over the rating horizon. The company had cash of around $41 million and full availability on its $200 million revolving credit facility as of Sept. 30, 2025. Vialto Partners' post-transaction financial debt includes approximately a $790 million first lien term loan B maturing in 2030 and a $200 million first lien secured revolver maturing in 2029. The company executed a revolving accounts receivable financing arrangement of $40 million with an affiliate of the company's ultimate parent and has full availability on its AR facility as of Sept. 30, 2025. Issuer Profile Vialto UK Interco 3 Limited (d/b/a Vialto Partners) provides tax-related global mobility solutions, immigration services, and ancillary HR services. Vialto Partners became a new-branded entity in April 2022 after CD&R acquired it from PricewaterhouseCoopers. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Galaxy US Opco Inc., CD&R Galaxy Luxembourg Finance S.a.r.l., or Vialto UK Interco 3 Limited. ESG Considerations Vialto UK Interco 3 Limited has an ESG Relevance Score of '4' for Governance Structure due to the limited disclosure regarding its financial position and business strategy leading up to the restructuring, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Galaxy US Opco Inc. LT IDR B- Upgrade CCC+ senior secured LT B Upgrade RR3 B- CD&R Galaxy Luxembourg Finance S.a.r.l. LT IDR B- Upgrade CCC+ senior secured LT B Upgrade RR3 B- Vialto UK Interco 3 Limited LT IDR B- Upgrade CCC+ WALDORF CNS I: Restructuring Plan Court Meetings Set for March 17 ----------------------------------------------------------------- Waldorf CNS (1) Limited Company Number: SC278868 In a Petition presented to the Court of Session (the "Court") on February 12, 2026 at the instance of Waldorf CNS (I) Limited, a limited liability company incorporated under the Companies Acts (registered number SC278868) with its registered office at 40 Queens Road, Aberdeen, AB15 4YE (the "Company"), for sanction of a compromise or arrangement (the "Restructuring Plan") under Part 26A of the Companies Act 2006 (the "Companies Act") and between the Plan Company and each class of the Plan Creditors (as such term is defined in the Restructuring Plan), by virtue of an order made by the Court dated February 16, 2026 ("Court Order"), the Court has ordered that meetings (the "Court Meetings") be convened of the Plan Creditors for the purposes of considering and, if thought fit, approving (with or without modification) the Restructuring Plan. NOTICE IS HEREBY GIVEN that, as authorized by the Court Order, the Court Meetings will be held on March 17, 2026 (or such other time or date as the Company may decide and notify to Plan Creditors). The Court Meetings will not take place in a physical setting and will be held virtually using a Zoom webinar. References in this notice and in the Explanatory Statement to attending a Court Meeting "in person" should be read as joining the relevant video conference. The Court Meetings will be held in the following order, with the Super Senior Bondholder Court Meeting commencing at 11:00 a.m. and the subsequent WEF Bondholder Court Meeting starting immediately after the preceding Super Senior Bondholder Court Meeting finishes (but in any event, no earlier than at the time specified below), and the HMRC Court Meeting starting immediately after the preceding WEF Bondholder Court Meeting finishes (but in any event, no earlier than at the time specified below): (A) The Super Senior Bondholder Court Meeting at 11:00 a.m. (London and Edinburgh time). (B) The WEF Bondholider Court Meeting at 11:30 a.m. (London and Edinburgh time). (C) The HMRC Court Meeting at 12:00 p.m. (London and Edinburgh time). At the Court Meetings, the following resolution will be proposed: "THAT this Court Meeting approves, with or subject to any modification, addition or condition approved or imposed by the Court, the restructuring plan under Part 26A of the Companies Act 2006 between Waldorf CNS (I) Limited and the Plan Creditors as set out in the Explanatory Statement dated February 16, 2026 and published by Waldorf CNS (I) Limited, a copy of which has been submitted for this Court Meeting". A copy of the document in which the terms of the Restructuring Plan are contained and a copy of the statement required to be furnished pursuant to section 901D of the Companies Act (the "Explanatory Statement") are incorporated in the Explanatory Statement, as appendices thereto. Where otherwise undefined, terms used in this notice shall have the meaning given to them in the Explanatory Statement. Plan Creditors are invited to attend and vote virtually at their relevant Court Meeting held virtually by Zoom webinar. Those Plan Creditors who wish to do so may contact the Company's Advisers at the details provided below, prior to the date of their Court Meeting, to obtain the instructions for joining their Court Meeting. All Plan Creditors are requested to attend their relevant Court Meeting by Zoom webinar, either personally, by a duly authorised representative if a corporation, or by proxy at the time above indicated. Plan Creditors may attend the webinar and vote at their relevant Court Meeting, or they may appoint the Chair of that Court Meeting or anyone else as their proxy to attend and vote in their place. The Record Time for the Restructuring Plan is 5:00 p.m. (London and Edinburgh time) on March 13, 2026, the date falling two (2) Business Days before the Court Meetings, or such later date and time as advised by the Company to all Plan Creditors. Plan Creditors may only attend and vote at the Court Meeting held in respect of the class of Plan Creditor to which they belong. Plan Creditors, provided they are not precluded from doing so by sanctions or by law or regulation, may vote at the relevant Court Meeting (which will be held virtually, by Zoom webinar) in person or by a duly authorised representative, if a corporate person or a government department, or they may appoint another person as their proxy to attend and vote in their place. A proxy need not be a Plan Creditor. Plan Creditors may appoint proxies to vote at the Court Meeting by, in the case of HMRC, filling out the "Voting Form" included as Part 2 (Voting Instructions) of the Voting and Proxy Form or, in the case of the Bondholders, filling out the "Voting Form" included as Part 3 (Voting Instructions) of the Bondholder Plan Creditor Letter (a8 applicable and in each case, as defined in the Plan Document). If a Plan Creditor is a corporate person or a government department, it must appoint an authorised representative or proxy to vote on its behalf at the Court Meeting by, in the case of HMRC, filling out the "Voting Form" of Part 2 (Voting Instructions) of the Voting and Proxy Form or, in the case of the Bondholders, filling out the "Voting Form" of Part 3 (Voting Instructions) of the Bondholder Plan Creditor Letter (as applicable) in order to be entitled to vote at the Court Meeting. Plan Creditors may appoint the Chair of the Court Meeting as a proxy to vote on their behalf. It is requested that the Voting and Proxy Forms and the Bondholder Plan Creditor Letters (as applicable) be completed, signed and submitted in accordance with the procedures described in the Explanatory Statement: (a) in respect of Plan Creditors which are WEF Bondholders and/or Super Senior Bondholders, via email in pdf form to the WEF Bond Trustee and/or Super Senior Bond Trustee (as applicable) at mail@nordictrustee.com; and (b) in respect of HMRC, via email in pdf form to the Company's Advisers at ProjectGreengage@bumesspaull.com, W&CProjectGreengage@whitecase.com, luke.wiseman@interpath.com, and matthew.little@interpath.com in each case by the Voting Instructions Deadline of 5:00 p.m. (London and Edinburgh time) on March 12, 2026, being the date failing three (3) Business Days before the Court Meetings. In the case of Plan Creditors which are WEF Bondholders and/or Super Senior Bondholders, the WEF Bond Trustee and/or Super Senior Bond Trustee (as applicable) will not accept any Bondholder Plan Creditor Letter submitted to it prior to the Submission Time, being 9:00 a.m. (London and Edinburgh time) on February 18, 2026. If a WEF Bondholder does not provide their Bondholder Plan Creditor Letter by the Voting Instructions Deadline, they will still be eligible to receive their Claim Participation Entitlements provided they submit Part 1 of Appendix 3 (Form of Bondholder Plan Creditor Letter) by the Claim Participation Entitlement Deadline being the later of May 15, 2026 or the Restructuring Effective Date. If a WEF Bondholder does not submit Part 1 of Appendix 3 (Form of Bondholder Plan Creditor Letter) by the Claim Participation Entitlement Deadline, they will not be eligible to receive their Claim Participation Entitlements. For the avoidance of doubt, failure by a WEF Bondholder to submit Part 1 of their Bondholder Plan Creditor Letter by the Claim Participation Entitlement Deadline shall not impact their entitlement to receive their pro rata portion of the applicable Discharge Amounts payable in accordance with the Approved Methodology on the Restructuring Effective Date. Plan Creditors which are WEF Bondholders and/or Super Senior Bondholders and are unable to vote should contact the WEF Bond Trustee and/or Super Senior Bond Trustee (as applicable) at mail@nordictrustee.com. Plan Creditors which are not WEF Bondholders and/or Super Senior Bondholders (i.e. HMRC) and are unable to vote should contact the Company's Advisers at ProjectGreengage@bumesspaull.com. Each of the WEF Bond Trustee and the Super Senior Bond Trustee has undertaken to the Company in writing that it will not exercise any voting rights to which it may be entitled in connection with the Restructuring Plan. This has been done to ensure an orderly voting procedure and is considered by legal advisers to the Company to represent market practice in this type of situation. The virtual link to access the relevant Court Meeting will be provided to those Plan Creditors who have indicated that they wish to attend the Court Meeting to the WEF Bond Trustee and/or the Super Senior Bond Trustee or the Company (as applicable), provided they have returned a valid Bondholder Plan Creditor Letter or Voting and Proxy Form (as applicable) in accordance with the instructions and guidance for Plan Creditors set out at Appendix 2 (Instructions and Guidance for Plan Creditors) of the Explanatory Statement and their identity has been verified by the WEF Bond Trustee and/or the Super Senior Bond Trustee or the Company (as applicable). Plan Creditors or the proxy attending the relevant Court Meeting on their behalf will be required to verify their entitlement to attend the correct Court Meeting as a Plan Creditor before they will be granted access to that Court Meeting. Each Plan Creditor or proxy will be required to register its attendance at the relevant Court Meeting prior to the commencement of that Court Meeting so that they can be included on a pre-prepared registration sheet which will expedite their admission to the Court Meeting. Plan Creditors (or their authorised representatives or proxies, as applicable) who are unable to adequately verify their identity in advance, or on the date of the Court Meeting, will not be granted access to their Court Meeting. Registration on the date of the Court Meetings will commence at 10:00 a.m. (London and Edinburgh time) for the Super Senior Bondholders, at 10:30 a.m. (London and Edinburgh time) for the WEF Bondholders, and will commence at 11:00 a.m. (London and Edinburgh time) for HMRC. Each Plan Creditor (and each authorised representative or proxy) must be registered no later than 30 minutes prior to the commencement of the relevant Court Meeting unless the Chair of that Court Meeting determines otherwise in his sole discretion. The Chair (as defined below) is not required to furnish copies of any Voting and Proxy Forms or Bondholder Plan Creditor Letters (as applicable) pursuant to which he was appointed as the proxy to attend and vote on behalf of such Plan Creditor at the relevant Court Meeting. In order to vote on the Restructuring Plan and attend the relevant Court Meeting (which will be held virtually, by Zoom webinar) (in person, by a duly authorised representative of a corporate person of government department, or by proxy), Plan Creditors must ensure that a Voting and Proxy Form or Bondhoider Plan Creditor Letter (as applicable) is completed, delivered and received in accordance with the instructions set out in the relevant Voting and Proxy Form or Bondholder Plan Creditor Letter (as applicable) before 5:00 p.m. (London and Edinburgh time) on March 12, 2026, the date failing three (3) Business Days before the Court Meetings. Notwithstanding the above, the Chair of the Court Meetings reserves the right to, in his sole discretion, accept validly completed Voting end Proxy Forms or Bondholder Plan Creditor Letters (as applicable) delivered after the Voting Instructions Deadline for voting purposes. The Restructuring Plan, the Explanatory Statement, the Bondholder Plan Creditor Letter and the Voting and Proxy Form is available to Super Senior Bondholders and the WEF Bondholders to download from the Plan Website and has been available since February 16, 2028. The Restructuring Plan, the Explanatory Statement and the Voting and Proxy Form were issued to HMRC by email on February 6, 2026 and further copies can be made available to HMRC upon request from the Company's Advisers. By the order referred to above, the Court has appointed Russell Downs of Interpath Ltd, failing which Corey Duff of the Company, to act as Chair of each Court Meeting and has directed the Chair to report the results of the Court Meetings to the Court. The Restructuring Plan will be subject to the subsequent approval of the Court and the conditions set out therein. Holders of the WEF Bonds representing approximately 70.42% per cent. of the aggregate principal amount of the WEF Bonds have executed or acceded to the Lock-Up Agreement as at the Latest Practicable Date in support of the terms of the Restructuring Plan. Holders of the Super Senior Bonds representing approximately 99.55% per cent. of the aggregate principal amount of the Super Senior Bonds have executed or acceded to the Lock-Up Agreement as at the Latest Practicable Data in support of the terms of the Restructuring Plan. For further information of a general nature regarding the Restructuring Plan please contact Burness Paull LLP of White & Case LLP, the Company's Advisers, using the undernoted contact details. Burness Paull LLP 50 Lothian Road, Edinburgh, EH3 9WJ Email: projectgreengage@burnesspaull.com White & Case LLP 5 Old Broad Street, London EC2N 1DW Email: W&CProjectGreengage@whitecase.com Interpath 10 Fleet Place, London EC4M 7RB Email: luke.wiseman@interpath.com; matthew.little@interpath.com =============== X X X X X X X X =============== [] Fitch Affirms Ratings on 3 EMEA Non-Food Retail Companies ------------------------------------------------------------ Fitch Ratings has affirmed three EMEA non-food retail companies' ratings: 1. The Boots Group Intermediate Limited 2. Ceconomy AG 3. Pepco Group N.V These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores The Boots Group Intermediate Limited Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb+, Moderate), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb+, Higher), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb+, Lower), Profitability (b+, Moderate), Financial Structure (b, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 30% weight for the forecast year 2025, 35% for the forecast year 2026 and 35% for the forecast year 2027. - Assessments of the quantitative financial subfactors also include bespoke calculations. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bb-'. Ceconomy AG Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Moderate), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bbb-, Higher), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb, Lower), Profitability (b+, Moderate), Financial Structure (bbb+, Moderate), and Financial Flexibility (bb-, Higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb'. Pepco Group N.V Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bb+, Higher), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bbb-, Lower), Profitability (bb+, Moderate), Financial Structure (a, Lower), and Financial Flexibility (bb-, Higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - Assessments of the quantitative financial subfactors also include bespoke calculations. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a-' results in no adjustment. - The SCP is 'bb'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- The Boots Group Luxco S.a r.l. senior secured LT BB Affirmed RR3 BB Ceconomy AG LT IDR BB Rating Watch BB Maintained senior unsecured LT BB Rating Watch RR4 BB Maintained The Boots Group Bidco Limited senior secured LT BB Affirmed RR3 BB The Boots Group Intermediate Limited LT IDR BB- Affirmed BB- Pepco Group N.V LT IDR BB Affirmed BB Boots Group Finco L.P. senior secured LT BB Affirmed RR3 BB [] Fitch Affirms Ratings on 7 European Facility & Catering Cos. --------------------------------------------------------------- Fitch Ratings has affirmed seven European facility, catering, route-based and other services companies in the 'B' category. The companies are: - CD&R WSH Limited (WSH), - PeopleCert Wisdom Limited, - Amber Holdco Limited (Applus), - Admiral Bidco GmbH (Apleona), - TTD Holding III GmbH (Toi Toi & Dixi), - Armonica Lux S.a.r.l. (Idverde) and - Node Holdco GmbH (IFCO). These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. Corporate Rating Tool Inputs and Scores Fitch scored the issuers as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): CD&R WSH Limited - Business and financial profile factors (assessment, relative importance) are Management (bb+, Lower), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (b+, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (bb-, Moderate), Financial Structure (b, Higher), and Financial Flexibility (b, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b+'. PeopleCert Wisdom Limited - Business and financial profile factors (assessment, relative importance) are Management (bb+, Lower), Sector Characteristics (bb, Lower), Market and Competitive Positioning (b, Higher), Diversification and Asset Quality (bb, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (bbb+, Lower), Financial Structure (bb-, Moderate), and Financial Flexibility (b+, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b+'. Amber Holdco Limited - Business and financial profile factors (assessment, relative importance) are Management (bb, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb-, Moderate), Company Operational Characteristics (bb+, Higher), Profitability (bbb+, Lower), Financial Structure (b-, Higher), and Financial Flexibility (b+, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a-' results in no adjustment. - The SCP is 'b+'. Admiral Bidco GmbH - Business and financial profile factors (assessment, relative importance) are Management (bb, Lower), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bb, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb+, Moderate), Profitability (bb, Lower), Financial Structure (b-, Higher), and Financial Flexibility (b, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. TTD Holding III GmbH - Business and financial profile factors (assessment, relative importance) are Management (bb, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb-, Moderate), Diversification and Asset Quality (bb-, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bbb-, Lower), Financial Structure (ccc+, Higher), and Financial Flexibility (b, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b'. Armonica Lux S.a.r.l. - Business and financial profile factors (assessment, relative importance) are Management (bb-, Lower), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (b+, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb, Higher), Profitability (b, Moderate), Financial Structure (ccc, Higher), and Financial Flexibility (b-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b-'. Node Holdco GmbH - Business and financial profile factors (assessment, relative importance) are Management (bb+, Lower), Sector Characteristics (bbb-, Moderate), Market and Competitive Positioning (bb, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (bbb, Lower), Financial Structure (ccc+, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2026, 40% for the forecast year 2027 and 40% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- PeopleCert Wisdom Issuer plc senior secured LT BB- Affirmed RR3 BB- Node Holdco GmbH LT IDR B Affirmed B CD&R and WSH Limited LT IDR B+ Affirmed B+ Admiral Bidco GmbH LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ TTD Holding IV GmbH senior secured LT B+ Affirmed RR3 B+ Node AcquiCo GmbH senior secured LT B Affirmed RR4 B WSH Services Holding Limited senior secured LT B+ Affirmed RR4 B+ Amber Finco Plc senior secured LT BB- Affirmed RR3 BB- TTD Holding III GmbH LT IDR B Affirmed B PeopleCert Wisdom Limited LT IDR B+ Affirmed B+ Amber Holdco Limited LT IDR B+ Affirmed B+ Armorica Lux S.a.r.l. LT IDR B- Affirmed B- senior secured LT B- Affirmed RR4 B- [] Fitch Affirms Ratings on Four EMEA Industrial Companies ---------------------------------------------------------- Fitch Ratings has affirmed four EMEA diversified industrials companies' ratings: 1. King Holdco Limited (Kelvion) 2. BE Semiconductor Industries N.V. 3. Trench Group Holdings GmbH 4. Nova Alexandre III S.A.S. These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores Fitch scored the issuers as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): King Holdco Limited - Business and financial profile factors (assessment, relative importance): Management (bb+, Lower), Sector Characteristics (b-, Higher), Market and Competitive Positioning (bb+, Lower), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (a-, Lower), Financial Structure (bbb, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb-'. To derive the IDR: no other consideration applied. BE Semiconductor Industries - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (b+, Higher), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bb, Higher), Company Operational Characteristics (a-, Moderate), Profitability (a+, Moderate), Financial Structure (a, Moderate), and Financial Flexibility (bbb, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a-' results in no adjustment. - The SCP is 'bb+'. To derive the IDR: no other consideration applied. Trench Group Holdings - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (b, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (a+, Lower), Financial Structure (a, Moderate), and Financial Flexibility (bbb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb-'. To derive the IDR: no other consideration applied. Nova Alexandre III - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bbb, Higher), Company Operational Characteristics (bb, Moderate), Profitability (b, Higher), Financial Structure (a+, Moderate), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 10% for the forecast year 2025, 40% for the forecast year 2026 and 30% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb'. To derive the IDR: no other consideration applied. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- BE Semiconductor Industries N.V. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ Nova Alexandre III S.A.S. LT IDR BB Affirmed BB King Holdco Limited LT IDR BB-(EXP) Affirmed BB-(EXP) King US BidCo, Inc. senior secured LT BB+(EXP)Affirmed RR2 BB+(EXP) Trench Group Holdings GmbH LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ [] Fitch Affirms Ratings on Seven EMEA Software Companies --------------------------------------------------------- Fitch Ratings has affirmed seven EMEA Software companies' ratings. These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on 9 January 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Key Rating Drivers 1. TeamSystem S.p.A 2. Dedalus SpA 3. Temenos AG 4. Sophos Intermediate I Limited 5. Darktrace Finco US LLC 6. CYBERSPACE B.V. 7. Tuple Midco 2 Limited Corporate Rating Tool Inputs and Scores TeamSystem S.p.A. Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Sector Characteristics ((bbb, Lower), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (bbb, Moderate), Financial Structure (b, Higher), and Financial Flexibility (bb, Lower). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 40% for the forecast year 2025, 40% for the forecast year 2026 and 10% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'bbb+' results in no adjustment. - The SCP is 'b'. Dedalus SpA Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb-, Lower), Sector Characteristics (bbb+, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb-, Lower), Company Operational Characteristics (bb, Moderate), Profitability (b, Moderate), Financial Structure (ccc+, Higher), and Financial Flexibility (b, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 40% weight for the historical year 2024, 40% for the forecast year 2025 and 20% for the forecast year 2026. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b-'. Temenos AG Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb+, Lower), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bbb, Moderate), Profitability (bbb+, Moderate), Financial Structure (a, Moderate), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bbb'. Sophos Intermediate I Limited Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (b+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb+, Lower), Profitability (bb+, Lower), Financial Structure (b, Higher), and Financial Flexibility (b, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'b'. Darktrace Finco US LLC Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (b+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb+, Lower), Profitability (bb, Moderate), Financial Structure (b-, Higher), and Financial Flexibility (b, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 25% weight for the forecast year 2025, 25% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'b'. CYBERSPACE B.V. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bbb-, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (bb, Moderate), Financial Structure (bbb, Moderate), and Financial Flexibility (bb-, Moderate). - Assessments of the quantitative financial subfactors include bespoke calculations. - The Governance assessment of 'Some Deficiencies' results in an adjustment of -1 notch. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb'. Tuple Midco 2 Limited Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb-, Low), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bbb+, Moderate), Profitability (a-, Lower), Financial Structure (b, Higher), and Financial Flexibility (b+, Higher). - Assessments of the quantitative financial subfactors include bespoke calculations - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b+'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- cyberswift B.V. senior secured LT BB+ Affirmed RR2 BB+ Tuple Midco 2 Limited LT IDR B+ Affirmed B+ Temenos AG LT IDR BBB Affirmed BBB senior unsecured LT BBB Affirmed BBB Sophos Holdings, LLC senior secured LT B+ Affirmed RR3 B+ Dedalus SpA LT IDR B- Affirmed B- TeamSystem S.p.A. LT IDR B Affirmed B super senior LT B+ Affirmed RR3 B+ senior secured LT B Affirmed RR4 B CYBERSPACE B.V. LT IDR BB Affirmed BB Dedalus Finance GmbH senior secured LT B Affirmed RR3 B Tuple Debtco Limited senior secured LT BB-(EXP)Affirmed RR3 BB-(EXP) Tuple Bidco Limited senior secured LT BB-(EXP)Affirmed RR3 BB-(EXP) Sophos Holdings S.A.R.L. senior secured LT B+ Affirmed RR3 B+ Sophos Intermediate I Limited LT IDR B Affirmed B Darktrace Finco US LLC LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ Sr. secured 2nd Lien LT CCC+ Affirmed RR6 CCC+ Tuple US Bidco LLC senior secured LT BB-(EXP)Affirmed RR3 BB-(EXP) [] Fitch Affirms Ratings on Six EMEA Hotel and Cruise Companies --------------------------------------------------------------- Fitch Ratings has affirmed six EMEA hotel and cruise companies' ratings: 1. TUI Cruises GmbH 2. The Travel Corporation Group Ltd. 3. Motel One GmbH 4. HX Hold Co Ltd 5. Sani/Ikos Group Newco S.C.A. 6. Whitbread PLC These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. The companies' ratings and Outlooks are unaffected by the criteria changes. Corporate Rating Tool Inputs and Scores TUI Cruises GmbH Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb-, Higher), Diversification and Asset Quality (bb, Moderate), Company Operational Characteristics (bb+, Moderate), Profitability (bb, Moderate), Financial Structure (bb, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'bb'. The Travel Corporation Group Ltd. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb, Lower), Company Operational Characteristics (bb, Moderate), Profitability (b+, Higher), Financial Structure (bb+, Moderate), and Financial Flexibility (bb, Higher). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - Assessments of the quantitative financial subfactors also include bespoke calculations. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bb-'. Motel One GmbH Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bb-, Higher), Diversification and Asset Quality (bb, Moderate), Company Operational Characteristics (bb+, Moderate), Profitability (bbb+, Lower), Financial Structure (b-, Higher), and Financial Flexibility (bb, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2024 based on management accounts, 40% for the forecast year 2025 and 40% for the forecast year 2026. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b+'. HX Hold Co Ltd Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (b, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (b-, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (ccc-, Higher), Financial Structure (ccc-, Higher), and Financial Flexibility (ccc+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 33% weight for the forecast year 2025, 33% for the forecast year 2026 and 34% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'aa' results in no adjustment. - The SCP is 'ccc'. Sani/Ikos Group Newco S.C.A. Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (b+, Moderate), Sector Characteristics (bb-, Moderate), Market and Competitive Positioning (b, Moderate), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb, Lower), Profitability (b-, Higher), Financial Structure (ccc-, Moderate), and Financial Flexibility (b, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 20% for the forecast year 2026, 20% for the forecast year 2027, 20% for the forecast year 2028 and 20% for the forecast year 2029. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'bbb' results in no adjustment. - The SCP is 'b-'. Whitbread PLC Fitch scored the issuer as follows, using its CRT to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (bbb-, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Lower), Profitability (bb, Moderate), Financial Structure (bbb, Moderate), and Financial Flexibility (a-, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2024, 10% for the forecast year 2025, 30% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Sani/Ikos Group Newco S.C.A. LT IDR B- Affirmed B- HX Hold Co Ltd LT IDR CCC Affirmed CCC senior secured LT B- Affirmed RR2 B- Sr. secured 2nd lien LT CCC Affirmed RR4 CCC Motel One GmbH LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Horizon U.S. FinCo, L.P. senior secured LT BB Affirmed RR3 BB TUI Cruises GmbH LT IDR BB Affirmed BB senior unsecured LT BB- Affirmed RR5 BB- Whitbread Group Plc senior unsecured LT BBB Affirmed BBB The Travel Corporation Group Ltd. LT IDR BB- Affirmed BB- Whitbread PLC LT IDR BBB Affirmed BBB ST IDR F2 Affirmed F2 Sani/Ikos Financial Holdings 1 S.a r.l. senior secured LT B- Affirmed RR4 B- ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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 * * *