260310.mbx

260310.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 Tuesday, March 10, 2026, Vol. 27, No. 49 Headlines B E L G I U M AZELIS FINANCE: Fitch Rates EUR400MM Unsecured Notes 'BB+(EXP)' F R A N C E EUTELSAT COMMUNICATIONS: Fitch Rates Sr. Unsecured Notes 'BB(EXP)' I R E L A N D JUBILEE 2024-XXVIII: Fitch Assigns 'B-(EXP)sf' Rating on F-R Notes I T A L Y FULVIA SPV 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. E Notes L U X E M B O U R G [] Fitch Affirms Ratings on 10 EMEA Mixed-Use Property Companies M A L T A GENTOO MEDIA: Secures EUR18-Mil. Shareholder Loan Facility S W E D E N SAMHALLSBYGGNADSBOLAGET I: S&P Withdraws 'CCC' LongTerm ICR T U R K E Y TPAO VARLIK: Fitch Assigns 'BB-(EXP)' Rating on Sr. Unsecured Certs TURKIYE PETROLLERI: Fitch Assigns 'BB-' IDR, Outlook Positive U N I T E D K I N G D O M TULLOW OIL: S&P Downgrades ICR to 'CC', Outlook Negative X X X X X X X X [] Fitch Affirms Ratings on 3 EMEA Healthcare CDMO Companies [] Fitch Affirms Ratings on Five EMEA Steel & Metals Companies - - - - - ============= B E L G I U M ============= AZELIS FINANCE: Fitch Rates EUR400MM Unsecured Notes 'BB+(EXP)' --------------------------------------------------------------- Fitch Ratings has assigned Azelis Finance NV's proposed EUR400 million notes due 2031 an expected senior unsecured rating of 'BB+(EXP)'. The Recovery Rating is 'RR4'. The new notes will be guaranteed on a senior unsecured basis by Azelis Group NV (BB+/Stable) and will rank pari- passu with existing senior unsecured debt. Proceeds will refinance Azelis Finance NV's EUR400 million 5.75% notes due March 2028. Azelis' Long-Term Issuer Default Rating (IDR) reflects its position as a leading specialty chemical distributor with strong diversification, balanced by high leverage from recurring acquisitions. The rating also captures its resilient business model and robust cash flow generation underpinned by an asset-light structure. Key Rating Drivers Proactive Debt Maturity Management: Azelis' refinancing of its March 2028 senior unsecured notes with the new 2031 notes will extend its maturity profile and eliminate near-term refinancing risk. Pro forma for the transaction, the next maturity is EUR15 million of assignable loan notes (Schuldschein) in 2027, followed by a concentration of maturities in 2029 comprising a EUR600 million term loan and EUR600 million 4.75% notes. The refinancing is leverage-neutral, with net debt remaining broadly unchanged and with no impact on credit metrics. Global Specialty Distributor: Azelis is the second-largest pure specialty chemical distributor by revenue behind IMCD N.V., and fourth-largest when considering Brenntag's and Windsor Holdings III, LLC's (Univar Solutions) specialty segments. Azelis' critical mass in a fragmented industry allows it to benefit from longstanding exclusivity contracts with suppliers and thousands of customers globally. Scale, technical and formulation expertise and geographical breadth provide competitive advantages over smaller peers in securing supply contracts with large chemical producers, and in achieving synergies with acquired businesses. Robust Free Cash Flow: Azelis' strong free cash flow (FCF), supported by an asset-light operating model and structurally resilient margins, ensures high cash conversion and significant financial flexibility, despite high leverage. Fitch expects Azelis to generate a 4% FCF margin on average in 2026-2029, which provides flexibility in capital allocation. Leverage Calculation; Financial Policy: Azelis' public financial policy aims to maintain net leverage at 2.5x-3.0x, but its ratio rose to 3.3x in 2025 due to weak market conditions and continued M&A activity. Fitch expects Azelis to moderate M&A spending to reduce its leverage. Fitch estimates Fitch-defined EBITDA net leverage for 2025 at 3.7x, treating factoring and deferred considerations as debt, and above the rating's negative sensitivity of 3.5x. However, Fitch expects it to reduce gradually to about 3x by 2028. Deferred Considerations Affect Deleveraging: Fitch includes deferred payments in its calculation of financial debt. These liabilities represent delayed M&A outflows and are reported on the balance sheet. Acquisitions also frequently include earnouts and put options, which add risk of further outflows, although payments are usually linked to the outperformance of acquired companies. This tends to affect the deleveraging trend. Peer Analysis Azelis' closest Fitch-rated peer is IMCD N.V. (BBB-/Stable). Both companies are pure specialty chemical distributors with market-leading positions, share a similar growth strategy focused on FCF-funded bolt-on acquisitions and comparable diversification of suppliers and customers. Both maintain asset-light business models with minimal sustaining capex requirements. Azelis' FCF margin is stronger, but IMCD benefits from larger absolute EBITDA and its leverage is lower. Windsor Holdings III, LLC (Univar Solutions; B+/Stable) is the second-largest global chemical distributor behind Brenntag AG and is the largest North American chemical distributor in a fragmented industry. Univar's financial structure is weaker than peers', with EBITDA leverage of about 6.0x in 2025 and Fitch expects it to remain at 5.5x-6.5x to 2028. Fitch’s Key Rating-Case Assumptions - Organic revenue growth in the low single digits in 2026-2029 - EBITDA margin (Fitch-calculated) of 10% in 2026-2029 - Capex at 0.4% of revenue to 2029 - Annual M&A outflows (excluding deferred considerations payments) of EUR100 million in 2026, EUR125 million in 2027, EUR150 million in 2028 and EUR200 million in 2029 - Dividends at 30% of prior-year net income 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): Azelis Group NV - Business and financial profile factors (assessment, relative importance): Management (bbb-, Moderate), Sector Characteristics (bbb, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb+, Moderate), Company Operational Characteristics (bbb, Moderate), 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 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 'a' results in no adjustment. - The SCP is 'bb+'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage at or above 3.5x on a sustained basis - FCF margin below 2.5% for an extended period - Capital allocation prioritising acquisitions and growth over prudent leverage management Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage below 2.5x on a sustained basis - FCF margin consistently above 5% - Conservative execution of the company's financial policy Liquidity and Debt Structure At end-2025, Azelis' liquidity was EUR713 million, comprising EUR263 million in cash and an undrawn EUR450 million revolving credit facility maturing in 2029. This will comfortably cover assumptions for acquisitions and payments of deferred acquisition-related considerations in 2026 and will supplement FCF to support the company's capital allocation priorities of organic growth investments, shareholder remuneration, prudent deleveraging and selective value-accretive acquisitions through 2028. Pro forma for the refinancing, Azelis' funding is diversified across EUR15 million of assignable loan notes (Schuldschein) due 2027, two bonds maturing in 2029 and 2031 and a EUR600 million term loan maturing in September 2029. This results in a concentration of maturities in 2029 at EUR1.2 billion (comprising the EUR600 million term loan and EUR600 million 4.75% notes due 2029). Issuer Profile Azelis is a global specialty chemical distributor headquartered in Belgium. Entity/Debt Rating Recovery ----------- ------ -------- Azelis Finance NV senior unsecured LT BB+(EXP) Expected Rating RR4 =========== F R A N C E =========== EUTELSAT COMMUNICATIONS: Fitch Rates Sr. Unsecured Notes 'BB(EXP)' ------------------------------------------------------------------ Fitch Ratings has assigned Eutelsat Communications S.A.'s senior unsecured notes an expected rating of 'BB (EXP)'. The proceeds will be used to partially refinance debt at Eutelsat SA (ESA) and for general corporate purposes. The notes will be guaranteed by ESA and OneWeb Holdings Limited. A capital increase of EUR1.5 billion completed at end-2025 greatly improved Eutelsat's leverage and funding, which should be broadly sufficient to finance investments in its low earth orbit (LEO) constellation at least in the short to medium term. Fitch expects net leverage to remain below 4x, which drives the Stable Outlook on Eutelsat's 'BB' Long-Term Issuer Default Rating (IDR). Key Rating Drivers Large Equity Contribution: The shareholder equity injection has greatly reduced Eutelsat's leverage and improved its funding. The EUR1.5 capital increase was completed at end-2025, and equal to almost 3x of Fitch-expected EBITDA for FY26 (year-end June). Fitch estimates this will reduce net debt/EBITDA to near 2.8x at FYE26. The capital increase is broadly sufficient to fund the company's capex programme in the short to medium term and strengthens prospects for funding access to export credit agencies and debt markets. Government Support: Eutelsat's rating incorporates a one-notch uplift for government support from its 'bb-' Standalone Credit Profile (SCP). Fitch estimates the support score at 15, to which Fitch applies an overlay, leading to 'Modest expectations' of support. The support reflects the strategic importance of LEO assets, Eutelsat's instrumental role in the future IRIS2 constellation and demonstrated timely state support. The French government's shareholding in Eutelsat increased to around 30% following the completion of the capital increase, with the UK government holding close to 11%. Ambitious Capex, Negative FCF: Fitch expects Eutelsat to generate substantial negative free cash flow (FCF), at least in the medium term, due to investments in maintaining the capabilities of its LEO satellite constellation and then launching new satellites in conjunction with a later migration to the EU-sponsored IRIS2 platform. Management estimated total capex, until IRIS2 becomes fully operational, at EUR4.2 billion, which will result in deeply negative FCF at least over the medium term. Fitch estimates cumulative cash burn at above EUR2 billion over FY26-FY29. LEO Growth: Fitch expects LEO revenues to grow substantially, driven by strong demand for LEO connectivity but helped by the completion of Eutelsat's ground station network and securing additional landing rights, including where these are missing (as in India). LEO capabilities are strategically important, and Fitch believes LEO revenues from government services, and from some large corporates, will be helped by sovereign considerations. Like-for-like LEO revenues grew 71% in 1QFY26 from a year before. Low LEO Revenue Visibility: Commercial LEO services are typically provided without long-term commitments and contain a significant share of equipment revenues, leading to low visibility. LEO revenues were down 20% in 1QFY26 from the previous quarter, reflecting a decline in terminal equipment sales. Increasing LEO Competition: Fitch expects LEO competition to further intensify in the short to medium term as new LEO operators are launching services that will likely lead to pricing pressures. Starlink, which operates a significantly denser LEO satellite network, offers a wide range of flat-panel end-user equipment and has started to offer service-level agreements tailored for B2B customers, in direct competition with Eutelsat's B2B-oriented services. Amazon's LEO has announced a test of new enterprise-focused solutions ahead of its planned broader commercial roll-out in 2026. Chinese constellations and Canada-based Telesat are also preparing for service launch. GEO Structural Challenges: Eutelsat's revenues from traditional geosynchronous earth orbit (GEO)-enabled services are likely to remain under pressure in its view, with the TV-related video subsector hit by structurally lower usage of linear TV, while non-video subsectors are suffering from the wider adoption of LEO technology. Video and GEO connectivity revenues were down by 12% and 5% year on year, respectively, in 1HFY26. 'bb-' Groupwide Credit Profile: Fitch considers Eutelsat's SCP to be 'bb-' following the large cash equity injection. The company continues to face significant operating challenges, but funding and refinancing uncertainty in the short to medium term has considerably reduced. Fitch projects leverage to be under 4x if the company performs broadly in line with the low end of its guidance. Increasing Leverage: Fitch expects Eutelsat's leverage to increase to 3.9x by FYE28 from a Fitch-projected 2.8x at FYE26, as capex-driven cash burn outpaces EBITDA improvement. Fitch projects leverage to stabilise by FY29. Deleveraging will primarily hinge on growing LEO revenues and improving profitability as capex is unlikely to abate until the IRIS2 constellation is fully operational. Peer Analysis Eutelsat's strategy of developing a LEO constellation through the merger with OneWeb contrasts with SES S.A.'s (BBB-/Stable) focus on building a high-capacity, medium earth orbit constellation with reasonably low latency to allow for time delay-sensitive applications, such as video conferencing. This difference may become less pronounced when both operators participate in the IRIS2 constellation. Eutelsat's leverage thresholds for the rating are tighter than for single country, integrated European telecoms operators such as Royal KPN N.V. (BBB/Stable), reflecting lower revenue visibility, higher execution risks, and the negative EBITDA and FCF generation of LEO services. Eutelsat has lower leverage than Viasat, Inc. (B/Stable), which is more diversified but has higher leverage than SES. It also faces higher execution risks around its LEO strategy and more challenging capex requirements. Fitch’s Key Rating-Case Assumptions - Mid-to-high single-digit revenue declines in GEO-enabled service subsectors - Strong growth of LEO revenues exceeding EUR500 million by FY28 - EBITDA margin gradually improving to 50% by FY29 - Capex exceeding EUR800 million a year on average in FY26-FY29 - No dividends 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 (bbb, Moderate), Market and Competitive Positioning (bb-, Higher), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb-, Moderate), Profitability (bb, Moderate), 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 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-'. To derive the IDR: - Application of Fitch's Government Related Entities Rating Criteria results in a bottom-up +1 approach. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage persistently above 4.0x - Slow progress in growing LEO revenues and/or profitability improvement - Negative cash burn above current projections due to weaker EBITDA or higher capex - Increasing refinancing and/or funding risk including due to slower progress with sourcing funding from export credit agencies or new debt issuance Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Consolidated EBITDA net leverage sustained at below 3.5x - Visibility on cash flow turning positive through the cycle and revenue and EBITDA not being adversely affected by changes in sector trends and the market structure Liquidity and Debt Structure Eutelsat had EUR1,567 million of cash at end-December 2025. Liquidity was boosted by the EUR1.5 billion equity contribution received at end-2025. The company is planning to refinance and move substantially all debt to Eutelsat. The proceeds from the new issuance will be partially used to redeem some debt at ESA. Eutelsat has already signed a new EUR500 million revolving credit facility with a maturity of three years and two one-year extensions and refinanced its EUR400 million loan at Eutelsat on similar maturity terms. Issuer Profile Eutelsat is a global satellite operator operating GEO and LEO constellations, with most of its revenues generated in the non-US direct-to-home subsector. ============= I R E L A N D ============= JUBILEE 2024-XXVIII: Fitch Assigns 'B-(EXP)sf' Rating on F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Jubilee CLO 2024-XXVIII DAC reset notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to the information already received. Entity/Debt Rating ----------- ------ Jubilee CLO 2024-XXVIII DAC Class A-R Notes LT AAA(EXP)sf Expected Rating Class B-R Notes LT AA(EXP)sf Expected Rating Class C-R Notes LT A(EXP)sf Expected Rating Class D-R Notes LT BBB-(EXP)sf Expected Rating Class E-R Notes LT BB-(EXP)sf Expected Rating Class F-R Notes LT B-(EXP)sf Expected Rating Transaction Summary Jubilee CLO 2024-XXVIII 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. The refinancing note proceeds will be used to redeem the existing notes except the subordinated notes, and to upsize the portfolio to a target par of EUR450 million. The portfolio is actively managed by BSP CLO Management L.L.C. The CLO has an about 4.4-year reinvestment period and an 8.5 year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the identified portfolio as in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 23.9. High Recovery Expectations (Positive): At least 90.0% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favorable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.2%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a fixed-rate obligation limit at 12.5%, a top 10 obligor concentration limit at 20%, and a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have three sets of matrices with each matrix within the same set corresponding to two fixed rate asset limits of 5% and 12.5% and a top 10 obligors limit of 20%. The first matrix set with a weighted average life test of 8.5 years will be effective at closing. The second and the third matrix sets that correspond to a weighted average life test of 7.5 years and seven years, respectively, will be applicable after 12 and 18 months from closing, subject to the collateral principal amount (defaults at Fitch collateral value) being at least at the reinvestment target par amount. The transaction has a 4.4-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 (Positive): The WAL used for the transaction's Fitch-stressed portfolio is 12 months less than the WAL covenant at closing to account for structural and reinvestment conditions after the reinvestment period. These conditions include passing the over-collateralisation and Fitch 'CCC' limit tests, and a WAL covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase in the mean rating default rate (RDR) across all the ratings and a 25% decrease in the rating recovery rate (RRR) across the all ratings of the current portfolio would have no impact on the class A-R, B-R and C-R notes, but would lead to downgrades of one notch for the class D-R and E-R notes. The class F-R notes would be downgraded to below 'B-sf'. 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. As the current portfolio has better metrics and a shorter life than the stressed-case portfolio, there would be no impact on the class A-R notes. The class C-R notes show a rating cushion of up to three notches and all other notes show rating cushions of two notches. 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 in the mean RDR across all the ratings, and a 25% decrease in the RRR across all the ratings of the stressed-case portfolio, would lead to downgrades of up to four notches for the notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction in the RDR across all the ratings and a 25% increase in the RRR across all the ratings of the stressed-case portfolio would lead to upgrades of up to five notches for the rated notes, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the 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 if there is stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread being 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 Jubilee CLO 2024-XXVIII 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. ========= I T A L Y ========= FULVIA SPV 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating on Cl. E Notes ------------------------------------------------------------------- Fitch Ratings has assigned Fulvia SPV S.r.l.'s - Series 2026-1 notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Fulvia SPV S.r.l. - Series 2026-1 A1 LT AA+(EXP)sf Expected Rating A2 LT AA+(EXP)sf Expected Rating B LT AA(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB(EXP)sf Expected Rating E LT BB+(EXP)sf Expected Rating Transaction Summary The transaction will be a securitisation of vehicles loans featuring a standard amortisation (French) or balloon repayment granted to individuals (persone fisiche) and individual entrepreneur borrowers, by Hyundai Capital Bank Europe GmbH, Italian Branch (HCIT), with a nine-month revolving period. HCIT, is a branch of Hyundai Capital Bank Europe GmbH a joint venture between Santander Consumer Bank AG (A/Stable/F1; 51% stake) and Seoul-based Hyundai Capital Services Inc. (A-/Stable/F1; 49%) in 2019. KEY RATING DRIVERS Limited Expected Loss: Fitch has observed low historical default rates for the HCIT loans, in line with other captive auto loan lenders operating in Italy. Fitch has assumed a base-case lifetime default and a recovery rate of 1.1% and 40%, respectively. Fitch has applied a stress multiple of 6.75x at 'AA+sf' to its base-case default rate and a 50% haircut to the base-case recovery rate. The default multiple reflects, among other features, the low level of the base case, the short default definition and the balloon risk. High Balloon Component: About 78% of the preliminary portfolio is composed of balloon loans. These borrowers may face a payment shock at maturity if they cannot refinance the balloon amount or return the car to the dealer. Fitch has factored balloon risk into its default multiple of 6.75x for 'AA+sf'. Pro Rata Subject to Triggers: The class A to D notes repay pro rata until a sequential redemption event occurs. Fitch views a switch to sequential amortisation as unlikely at the base case due to the gap between its portfolio loss expectations and performance triggers. The mandatory switch to sequential paydown, when the outstanding collateral balance falls below a certain threshold, mitigates tail risk. No Servicing Fees Modelled: The transaction envisages an amortising replacement servicer fee reserve that will be funded on certain triggers being breached. Fitch believes the reserve will be adequate to cover the stressed servicer fees at the notes' maximum achievable rating throughout the transaction's life. Therefore, no servicing fees are modelled in Fitch's cash flow analysis, resulting in higher excess spread being available to the structure. Excess Spread Notes Rating Cap: The class E excess spread notes are not collateralised and their interest and principal are paid from the available excess spread. The class E notes start amortising from the issue date and during the five-month revolving period. Fitch caps excess spread notes' ratings at 'BB+sf', in line with its Global Structured Finance Rating Criteria. 'AA+sf' Sovereign Cap: The class A notes are rated at their highest achievable rating, six notches above Italy's sovereign rating (BBB+/Stable/F1), which is the cap for Italian structured finance and covered bonds. The Stable Outlook on the class A notes reflects that on the sovereign. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The class A notes' ratings are sensitive to changes to Italy's Long-Term Issuer Default Rating (IDR). Negative action on Italy's IDR, reflected in the related rating cap for Italian structured finance transactions, currently 'AA+sf', could trigger negative rating action on the class A notes. Unexpected increases in the frequency of defaults or decreases in recovery rates that could produce loss levels higher than the base case and could result in negative rating action on the notes. For example, a simultaneous increase in the default base case by 25%, and a decrease in the recovery base case by 25%, would lead to up to three-notch downgrades for the class B to D notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A notes' ratings are sensitive to changes to Italy's Long-Term IDR. An upgrade of Italy's IDR and the related rating cap for Italian structured finance transactions, currently 'AA+sf', could trigger an upgrade of the class A notes' rating if the available credit enhancement is sufficient to withstand stresses associated with higher ratings. An unexpected decrease in the frequency of defaults or an increase in recovery rates producing loss levels lower than that of the base case could result in positive rating action. For example, a simultaneous decrease in the default base case by 25%, and an increase in the recovery base case by 25%, would lead to up to three-notch upgrades for the class B to D notes. 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 Fulvia SPV S.r.l. - Series 2026-1 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. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. 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. =================== L U X E M B O U R G =================== [] Fitch Affirms Ratings on 10 EMEA Mixed-Use Property Companies ---------------------------------------------------------------- Fitch Ratings has affirmed 10 EMEA mixed-use (including offices) property companies: 1. Alexandrite Lake Lux Holdings S.a r.l. 2. Alexandrite Monnet UK Holdco plc 3. Barings European Core Property Fund SCSp SICAV-SIF 4. DEMIRE Deutsche Mittelstand Real Estate AG 5. Derwent London plc 6. Global Switch Holdings Limited 7. Land Securities PLC 8. M&G European Property Fund SICAV-FIS 9. Pinewood Group Limited 10. Sirius Real Estate Limited These actions follow the update of Fitch's Corporate Rating Criteria and the Sector Navigators - Addendum to the Corporate Rating Criteria on January 9, 2026. Corporate Rating Tool Inputs and Scores Fitch scored the issuers as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Alexandrite Lake Lux Holdings S.a r.l. - Business and financial profile factors (assessment, relative importance): Management (bbb-, Moderate), Access to Capital (bb+, Moderate), Liability Profile (bbb-, Moderate), Property Portfolio (bbb, Higher), Rental Income Risk Profile (bbb, Moderate), Profitability (bb+, 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 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' 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 consolidated approach. Alexandrite Monnet UK Holdco plc - Business and financial profile factors (assessment, relative importance): Management (bbb-, Moderate), Access to Capital (bb+, Moderate), Liability Profile (bb, Higher), Property Portfolio (bbb+, Moderate), Rental Income Risk Profile (a, Lower), Profitability (bb+, Moderate), 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 'Good' 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 consolidated approach. Barings European Core Property Fund SCSp SICAV-SIF - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (bbb-, Moderate), Liability Profile (bb+, Moderate), Property Portfolio (bbb, Higher), Rental Income Risk Profile (bbb, Moderate), Profitability (bbb-, Lower), Financial Structure (a, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa' results in no adjustment. - The SCP is 'bbb+'. DEMIRE Deutsche Mittelstand Real Estate AG - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Access to Capital (b+, Moderate), Liability Profile (b+, Moderate), Property Portfolio (bb, Moderate), Rental Income Risk Profile (bb-, Moderate), Profitability (ccc, Lower), Financial Structure (ccc, Higher), and Financial Flexibility (b-, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2024, 40% for the forecast year 2025 and 40% for the forecast year 2026. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'ccc+'. Derwent London plc - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (a-, Moderate), Liability Profile (bbb, Moderate), Property Portfolio (bbb+, Higher), Rental Income Risk Profile (bbb+, Moderate), Profitability (bbb, Lower), Financial Structure (a-, Higher), and Financial Flexibility (a, Moderate). - Assessments of the quantitative financial subfactors 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 'bbb+'. Global Switch Holdings Limited - Business and financial profile factors (assessment, relative importance): Management (bbb-, Moderate), Access to Capital (bbb+, Moderate), Liability Profile (bbb-, Moderate), Property Portfolio (bbb-, Higher), Rental Income Risk Profile (bb, Moderate), Profitability (bbb+, Lower), Financial Structure (bbb+, Higher), 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 'aa-' results in no adjustment. - The SCP is 'bbb'. Land Securities PLC Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (a-, Moderate), Liability Profile (a, Moderate), Property Portfolio (bbb+, Higher), Rental Income Risk Profile (bbb+, Moderate), Profitability (bbb-, Lower), Financial Structure (a-, Higher), and Financial Flexibility (aa-, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year FY25 (financial year end 31 March 2025), 40% for the forecast year FY26 and 40% for the forecast year FY27. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. To derive the IDR, Fitch made no adjustments to the SCP, resulting in a Short-Term IDR of 'F1'. M&G European Property Fund SICAV-FIS. - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (bbb+, Moderate), Liability Profile (bb+, Lower), Property Portfolio (bbb+, Higher), Rental Income Risk Profile (bbb+, Moderate), Profitability (bbb+, Moderate), Financial Structure (a, Higher), 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 'aa-' results in no adjustment. - The SCP is 'a-'. Pinewood Group Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (bb+, Moderate), Liability Profile (bb+, Moderate), Property Portfolio (bb+, Higher), Rental Income Risk Profile (bbb-, Higher), Profitability (bbb-, Lower), Financial Structure (a-, Moderate), and Financial Flexibility (bbb+, Moderate). - Assessments of the quantitative financial subfactors 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 'bbb-'. Sirius Real Estate Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Access to Capital (bbb, Moderate), Liability Profile (bb+, Moderate), Property Portfolio (bbb, Moderate), Rental Income Risk Profile (bb+, Higher), Profitability (bbb-, Lower), Financial Structure (a-, Higher), 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 'aa-' results in no adjustment. - The SCP is 'bbb'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Pinewood Finco plc senior secured LT BBB Affirmed BBB London Merchant Securities Limited senior secured LT A Affirmed A Pinewood Group Limited LT IDR BBB- Affirmed BBB- senior secured LT BBB Affirmed BBB Derwent London plc LT IDR BBB+ Affirmed BBB+ senior unsecured LT A- Affirmed A- Global Switch Finance B.V. senior unsecured LT BBB Affirmed BBB Land Securities PLC ST IDR F1 Affirmed F1 senior unsecured ST F1 Affirmed F1 Alexandrite Monnet UK HoldCo Plc LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Alexandrite Lake Lux Holdings S.a r.l. LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Global Switch Holdings Limited LT IDR BBB Affirmed BBB ST IDR F2 Affirmed F2 senior unsecured LT BBB Affirmed BBB DEMIRE Deutsche Mittelstand Real Estate AG LT IDR CCC+ Affirmed CCC+ senior secured LT B Affirmed RR2 B Sirius Real Estate Limited LT IDR BBB Affirmed BBB senior unsecured LT BBB Affirmed BBB M&G European Property Fund SICAV-FIS LT IDR A- Affirmed A- Savoy Luxembourg Holdings S.a r.l. LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Barings European Core Property Fund SCSp SICAV-SIF LT IDR BBB+ Affirmed BBB+ senior unsecured LT A-(EXP) Affirmed A-(EXP) ========= M A L T A ========= GENTOO MEDIA: Secures EUR18-Mil. Shareholder Loan Facility ---------------------------------------------------------- Gentoo Media announced the largest shareholders have provided a committed loan facility of EUR 18 million to the Company as part of its ongoing efforts to optimise the Group's capital structure and enhance financial flexibility. The term sheet was signed on Feb. 26, 2026. The purpose of the loan is to reduce the outstanding amount under the Company's existing revolving credit facility (RCF) to EUR 0 million. The terms and conditions: -- A EUR 16 million pari passu facility (Maturing 31 December 2027), carrying interest terms in line with the Company's existing bond terms and ranking pari passu with the Company's existing bondholders and RCF provider, covenants will be similar to existing bond terms with the expectations to bring the facility down to EUR 14 million by the end of July, and -- A EUR 2 million unsecured facility (Maturing 30 April 2027), carrying interest on terms corresponding to the existing bond terms plus 3% and no covenants requirements. The company expects the repayment of the current RCF to take place in early March after legal documents has been finalised and signed by all parties. Management and the Board of Directors consider this solution to be an attractive and supportive financing arrangement that underlines the continued commitment from the Company's largest shareholders which supports long-term value creation for Gentoo Media. Bond refinancing Following an evaluation of market conditions and the terms indicated by investors, Gentoo Media has decided not to proceed with the contemplated bond refinancing at this time. The Company will continue to assess various refinancing alternatives and other measures to address the upcoming bond maturities. About Gentoo Media Gentoo Media is a leading iGaming affiliate, connecting operators with high-value players through premium lead generation and compliance solutions. Its portfolio includes AskGamblers, Time2Play, CasinoTopsOnline, WSN and Casinomeister — sites trusted by millions worldwide. Through innovation, transparency and strategic partnerships, Gentoo delivers sustainable growth and measurable success. Gentoo Media Inc. is listed on Nasdaq Stockholm (G2M). =========== S W E D E N =========== SAMHALLSBYGGNADSBOLAGET I: S&P Withdraws 'CCC' LongTerm ICR ----------------------------------------------------------- S&P Global Ratings withdrew its 'CCC' long-term issuer credit ratings on Sweden-based real estate company Samhallsbyggnadsbolaget i Norden AB (publ) (SBB) and all associated instrument ratings on debt facilities issued under this entity and SBB Treasury Oyj and Samhallsbyggnadsbolaget i Norden Holding AB. The outlook on SBB was negative at the time of the withdrawal. =========== T U R K E Y =========== TPAO VARLIK: Fitch Assigns 'BB-(EXP)' Rating on Sr. Unsecured Certs ------------------------------------------------------------------- Fitch Ratings has assigned TPAO Varlık Kiralama A.Ş,'s lease certificate issuance programme and upcoming issues under the programme an expected rating of 'BB-(EXP)'. The Recovery Rating is 'RR4'. Turkiye Petrolleri Anonim Ortakligi's (TPAO; BB-/Positive) is the obligor, seller, lessee and servicing agent. TPAO Varlık Kiralama A.Ş is the issuer, purchaser and the lessor. BNY Mellon Corporate Trustee Services Limited is acting as representative of the certificate holders. The issuer's entire share capital is held by TPAO and consolidated on TPAO's balance sheet. Assets will be transferred to the issuer but will remain on TPAO's consolidated balance sheet and under the latter's control. The assignment of a final rating is contingent on the receipt of final programme documents materially conforming to information already reviewed. Fitch will review the rating if these conditions are not met, or if the programme is not put into place. Key Rating Drivers The programme's rating is aligned with TPAO's Long-Term Issuer Default Rating (IDR). This reflects Fitch's view that a default of these senior unsecured obligations would reflect a default of TPAO, in accordance with the rating agency's rating definitions. Fitch has given no consideration to any underlying assets or collateral provided when assigning the rating, as it believes that the trustee's ability to satisfy payments due on the certificates will ultimately depend on TPAO satisfying its unsecured payment obligations to the trustee under the transaction documents. In addition to TPAO's propensity to ensure repayment by TPAO Varlık Kiralama A.Ş, Fitch believes it would also be required to ensure full and timely repayment of the obligations, due to its role and obligations under the structure and documentation, which include especially but not limited to the features below: - The rental and the deferred sale price instalment payment by the obligor are intended to be sufficient to fund the periodic distribution amount. - On dissolution or obligor event, the aggregate amounts of deferred sale price then outstanding will become immediately due and payable by the obligor; and the issuer and the representative will have the right to require TPAO to purchase all of its rights, title, interests, benefits and entitlements in, to and under the lease asset for an amount equal to the exercise price. The exercise price and the aggregate amounts of the deferred sale price then outstanding, if any, are intended to fund the dissolution amount. - The dissolution amount equals the sum of the outstanding face amount of the certificates and any due and unpaid periodic distribution amounts. - TPAO's payment obligations under the transaction documents will be direct, unsubordinated, unconditional and unsecured obligations (subject to negative pledge provisions) and at all times rank at least pari-passu with all its other present and future unsecured and unsubordinated obligations from time to time outstanding. - In a loss event, if there is a shortfall from insurance proceeds, TPAO will pay the loss shortfall amount by no later than the 61st day after the loss event occurs. If TPAO does not insure the lease assets against each loss event with an amount at least equal to the full reinstatement value within 60 days of the issue date, it will immediately deliver a written notice to the issuer and the representative of such non-compliance, and this shall constitute a dissolution event. - TPAO is obliged to ensure that the tangible asset ratio - defined as the value of the lease assets/the aggregate value of the lease assets and each deferred sale price outstanding - is always above 50%. If the tangible asset ratio falls below 33% (tangibility event), the certificates will be delisted and certificate holders shall have the option to require the redemption of all or any of its certificates at the tangibility event dissolution amount. Fitch expects TPAO to maintain the tangible asset ratio above 50%, supported by tangible fixed assets totalling over USD3.5 billion as of 1H25. - The documentation includes negative pledge, cross acceleration, cross-default, change-of-control clauses, restrictive covenants, financial reporting obligations and obligor events. - The lessor agrees that the lessee (TPAO) may sublease the lease assets and any part thereof to any third party, provided that any sublease does not affect, impair or reduce the obligations of TPAO and any use of the lease assets pursuant to any sublease does not and shall not contravene the principles of sharia. If TPAO fails to comply, it would constitute a dissolution event. - TPAO undertakes to permit the lessor and any person authorised by the lessor at all reasonable times, to inspect and examine the lease assets condition. If TPAO fails to comply, it would constitute a dissolution event. - If TPAO fails to keep and maintain the security or optimum condition (other than fair wear and tear) of the lease assets, the lessor shall be entitled to take possession of the lease assets to take all necessary measures at the cost and expense of TPAO to ensure that the lease assets are in a suitable condition. - Certain transaction documents will be governed by English law while others will be governed by Turkish law. Fitch does not express an opinion on whether the relevant transaction documents are enforceable under any applicable law. However, Fitch's rating on the certificates reflects the rating agency's belief that TPAO would stand behind its obligations. - Fitch does not express an opinion on the certificates' compliance with sharia principles when assigning ratings to the certificates to be issued. Peer Analysis The programme's ratings are derived from TPAO's Long-Term IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade of TPAO's IDR - Adverse changes to the roles and obligations of TPAO under the lease certificates' structure and documents Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of TPAO's IDR For TPAO's rating sensitivities, see "Fitch Rates Turkiye Petrolleri Anonim Ortakligi 'BB-'; Outlook Positive" dated 23 February 2026. Issuer Profile TPAO is Turkiye's state-owned oil and gas company, acting as the country's primary upstream operator. TPAO Varlık Kiralama A.Ş. is a special-purpose vehicle formed to house the sukuk programme of TPAO, which is the direct obligor. Public Ratings with Credit Linkage to other ratings TPAO's rating is constrained by the sovereign rating of Turkiye. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations Fitch does not provide ESG relevance scores for TPAO Varlık Kiralama A.Ş,. 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. Entity/Debt Rating Recovery ----------- ------ -------- TPAO Varlık Kiralama A.S. senior unsecured LT BB-(EXP) Expected Rating RR4 TURKIYE PETROLLERI: Fitch Assigns 'BB-' IDR, Outlook Positive ------------------------------------------------------------- Fitch Ratings has assigned Turkiye Petrolleri Anonim Ortakligi (TPAO) a Long-Term Issuer Default Rating (IDR) of 'BB-'. The Outlook is Positive. Fitch has also assigned a senior unsecured rating of 'BB-'. The Recovery Rating is 'RR4'. TPAO's rating is constrained by that of Turkiye (BB-/Positive) due to its strong links with the sovereign as its ultimate sole shareholder, in line with Fitch's Government-Related Entities (GRE) Rating Criteria and Parent and Subsidiary Linkage (PSL) Rating Criteria. TPAO is fully owned by the state through Türkiye Wealth Fund. The Positive Outlook reflects that of Turkiye. Fitch assesses TPAO's Standalone Credit Profile (SCP) at 'bb', reflecting its medium-sized oil and gas operations balanced across oil and gas, considerable EBITDA of USD4.1 billion in 2025 and fairly low leverage despite rising capex to expand output. These factors are partly offset by the company's high operating costs, limited disclosure of its reserves, a limited record of large-scale expansion projects and an evolving operating environment in Turkiye. Key Rating Drivers Rating Constrained by Sovereign's: TPAO's rating is constrained by that of Türkiye. Fitch assesses decision making and oversight, and precedents of support as 'Very Strong', preservation of government policy role as 'Strong' and contagion risk as 'Not Strong Enough'. This results in a support score of 30 points, out of a maximum of 60, under its GRE Rating Criteria. 'Very Strong' Decision-Making and Oversight: The state owns 100% of TPAO through Türkiye Wealth Fund. Three out of five members of the company's board of directors are government representatives, providing oversight and policy guidance. The state approves the company's strategy and annual budget, including capex, and mandates the execution of strategic projects, including the Azerbaijan project. 'Very Strong' Precedents of Support: The government has historically supported TPAO by not extracting dividends to allow the company to reinvest in growth. The company is also exempt from paying corporate tax. The government has started to issue debt guarantees, following the discovery at Sakarya gas field, with 31% of the company's outstanding debt guaranteed by the state as of end-2025. Of TPAO's debt at end-2025, 82% was provided by state-controlled banks. 'Strong' Incentives to Support: Fitch assesses the preservation of government policy role as 'Strong' as TPAO is the main oil and gas upstream company with a 91% market share domestically and it continues to align its strategy with the government's drive for Türkiye's energy independence. Türkiye is a large energy importer. The company accounts for 87% of domestic oil production and 96% of domestic gas production. It sells its domestic oil and gas output on the local market at regulated domestic gas prices. Production and Capex Growth: TPAO plans to increase capex to USD5 billion-7 billion a year between 2025 and 2028, from USD3.5 billion in 2024, for new field developments and increases in production in Gabar and Black Sea in Turkiye. This will raise total production to above 400 thousand barrels of oil equivalent per day (kboepd) by 2028 from 237kboepd in 2024. Fitch forecasts flat production in 2026, followed by growth of 14% in 2027 and 26% in 2028 once development projects are complete. High, But Falling, Production Costs: TPAO's unit operating cost of USD21/boe in 2024 remains high relative to similarly rated oil and gas producers. Fitch forecasts unit production costs to decline as the company expands its output. Leverage to Increase: Fitch expects TPAO to remain moderately leveraged over 2025-2028 despite an intensive capex phase to fund its large expansion initiative to develop Sakarya and Gabar fields. Fitch expects Fitch-adjusted EBITDA net leverage to gradually increase to 2.4x by 2027 from 0.5x in 2024, before declining to 2.2x in 2028. Fitch anticipates EBITDA to grow to about USD5 billion by 2028, from USD4.1 billion in 2025, on production expansion and despite its expectation of oil and gas prices moderation. Large Domestic Output: According to the Energy Market Regulatory Authority (EMRA), TPAO accounted for 96% of Türkiye's domestic natural gas production in 2024, although this covered only about 4% of national gas demand. All domestic gas is sold at prices set by the Energy Market Regulatory Authority (EPDK), In oil, TPAO represented an estimated 87% of domestic production, meeting 16% of total oil demand. Export sales - primarily from production outside Türkiye - contributed about 36% of total revenue in 2024. Medium-Sized Oil and Gas Producer: TPAO is an oil and gas producer, with operations in Turkey, Azerbaijan, and Iraq with onshore and offshore producing assets, reaching an average production of 237kboepd in 2024, of which 60% were liquids and 40% natural gas. More than half of the production comes from domestic operations. The company is targeting to raise its production output to about 460kboepd by 2028, as it invests in new field developments, which bears execution risks. Peer Analysis TPAO's closest peers in EMEA oil and gas are State Oil Company of the Azerbaijan Republic (SOCAR; BBB-/Stable; SCP: bb-), Energy Development Oman SAOC (EDO; BBB-/Stable; SCP: bbb+) and JSC National Company KazMunayGas (BBB/Stable; SCP: bb). Fitch assesses all four companies under its GRE Rating Criteria. TPAO has a stronger SCP than SOCAR, as the latter has higher gross leverage, lower through-the-cycle EBITDA and cash flow, and a smaller upstream scale, which are partly offset by greater diversification and a much lower dividend burden. Fitch’s Key Rating-Case Assumptions - Brent oil prices averaging USD63/bbl in 2026-2027, and declining to USD60/bbl in 2028 and mid-cycle - TTF gas prices averaging USD7.7/mmbtu for 2026-2028, before declining to USD5/mmbtu mid-cycle, in line with domestic gas price assumption - Total upstream volumes increasing 1% in 2026, 14% in 2027 and 26% in 2028, after rising 21% in 2025 - Capex of about USD5.75 billion on average a year in 2025-2028 - No dividends paid in 2026-2029 - No asset acquisitions or disposals in 2026-2029 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (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 (b+, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (bb+, Moderate), Financial Structure (a-, Lower), and Financial Flexibility (bb, 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, 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 'bb+' results in no adjustment. - The SCP is 'bb'. To derive the IDR: - Application of Fitch's PSL Rating Criteria results in a consolidated approach. - Application of Fitch's GRE Rating Criteria results in a constrained approach. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The ratings are on a Positive Outlook, making a negative rating action unlikely, at least in the short term. However, a change in the sovereign Outlook to Stable would lead to a similar action on TPAO. - Negative rating action on Turkiye would be negative for TPAO's rating. - EBITDA net leverage above 2.8x on a sustained basis, failure to deliver on planned production expansion and an aggressive financial policy could be negative for the SCP but not necessarily for the IDR Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action on Turkiye - EBITDA net leverage at or below 2.0x on a sustained basis, delivery on planned production expansion, adherence to a conservative financial policy, production costs reduction and better disclosure of 1P reserves would be positive for the SCP but not necessarily for the IDR Liquidity and Debt Structure At end-2025, TPAO's liquidity was adequate, with total consolidated cash of USD308 million. During 9M25, it repaid most of its short-term debt with new loans, which extended its debt maturity profile. Fitch forecasts negative FCF over the medium term due to large capex. Cash balances are held entirely with domestic state-owned and participation banks. The currency composition of cash holdings is 45% in Turkish liras and 55% in US dollars. All funds are held within Türkiye, and TPAO does not have any offshore or international cash balances. Issuer Profile TPAO's operations are primarily in Türkiye; overseas involvement includes projects in Iraq (Missan and Badra) and contract assets linked to natural gas supplied from the Shah Deniz project in Azerbaijan. Public Ratings with Credit Linkage to other ratings TPAO's rating is constrained by the sovereign's. Entity/Debt Rating Recovery ----------- ------ -------- Turkiye Petrolleri Anonim Ortakligi LT IDR BB- New Rating senior unsecured LT BB- New Rating RR4 =========================== U N I T E D K I N G D O M =========================== TULLOW OIL: S&P Downgrades ICR to 'CC', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer rating on Tullow Oil PLC and its issue rating on its senior secured notes to 'CC' from 'CCC-'. The negative outlook reflects that, upon completion of the transaction, S&P expects to lower its issuer and issue ratings to 'D' (default). Tullow Oil PLC announced on Feb. 26, 2026 that holders of over 90% of its $1.285 billion senior secured notes (SSNs) due May 2026, alongside Glencore Energy UK Ltd. (provider of a $400 million facility), endorsed a lock-up agreement to support a proposed debt restructuring. Upon closure of the transaction, expected in the second quarter of 2026, Tullow will extend the maturity of its $1.285 billion SSNs by 2.5 years and raise their coupon by an additional 300 basis points (bps) of payment-in-kind (PIK) interest and 175 bps of pay-if-you-can interest. The Glencore loan will transfer to non-cash interest accrual and the maturity will be extended by 18 months. Glencore Energy UK Ltd will also provide a new super senior $100 million cargo prepayment facility (CPF). S&P said, "We expect Tullow's default with virtual certainty, per our criteria. The default will arise from the execution of the proposed transaction, which we view as a distressed debt exchange and tantamount to default, since the obligations will not be fulfilled as originally promised." Tullow entered into an agreement to execute a debt restructuring that S&P Global Ratings views as a distressed debt exchange and tantamount to a default. Upon completion of the restructuring, Tullow will amend the terms and extend the maturities of its $1.285 billion senior secured notes and of the $400 million junior notes provided by Glencore, without adequately compensating the lenders, in S&P's view. As part of the transaction, Tullow will repay $100 million of its $1.285 billion senior secured notes from cash on its balance sheet and issue $25 million of new senior secured notes to Glencore as a fee payment. The maturity of the $1.21 billion extended senior secured notes (eSSNs) will be extended by 2.5 years to November 2028 (from May 2026). Tullow will also extend the maturity of its $400 million junior notes by 18 months to May 2030 and upsize them to $426 million to account for recently accrued interest. The transaction also foresees a new super senior $100 million CPF from Glencore Energy UK Ltd. The CPF and the eSSNs will have springing debt maturities, which will spring to May 18, 2028 if Tullow has not signed a share purchase agreement by Sept. 30, 2027 (the M&A back stop date), incentivizing the group to refinance its debt or find a buyer for the business before then. S&P said, "We view this restructuring as distressed and tantamount to a default because the company's lenders will receive less than they were promised under the original securities, without adequate compensation for the maturity extensions. The $1.285 billion senior secured noteholders only received a 1% cash pay lock-up fee for the 2.5-year maturity extension. We do not consider the addition of 300 bps of PIK interest and 175 bps of pay-if-you-can interest as sufficient compensation for the senior secured noteholders to account for the maturity deferral, and we think there is a significant level of uncertainty associated with the ultimate receival of accrued interest. We also consider the $5 million fee and $25 million non-cash fee that Glencore will receive to be inadequate compensation for the 18-month maturity extension and the replacement of cash interest with PIK interest. The transaction requires the participation of 90% of the company's existing noteholders. As of March 4, 2026, over 90% of its noteholders and Glencore had acceded to the lock-up agreement. "We will reevaluate our ratings on the company as the restructuring progresses. Upon completion of the transaction, we expect to lower our issuer and issue ratings to 'D' (default), per our criteria. After this, we will review our ratings based on Tullow's updated capital structure and liquidity. "The negative outlook reflects that, upon the completion of the transaction, we expect to lower our issuer credit rating on the company to 'D' and our issue-level rating on its senior secured notes to 'D'." =============== X X X X X X X X =============== [] Fitch Affirms Ratings on 3 EMEA Healthcare CDMO Companies ------------------------------------------------------------ Fitch Ratings has affirmed three EMEA healthcare contract development and manufacturing organisations (CDMO) companies' ratings: 1. Kepler S.p.A. (Biofarma) 2. European Medco Development 3 S.a.r.l. (Axplora) 3. Roar BidCo AB (Recipharm) 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 Kepler 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 (b+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (b+, Higher), Company Operational Characteristics (bbb-, 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: 20% weight for the historical year 2024, 20% for the forecast year 2025, 30% for the forecast year 2026 and 30% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'b'. European Medco Development 3 S.a.r.l. (Axplora) Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): 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+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (b+, Moderate), Diversification and Asset Quality (b, Higher), Company Operational Characteristics (bb-, Moderate), Profitability (b+, Moderate), 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 financial year 2024, 40% for the forecast financial year 2025, 30% for the forecast financial year 2026 and 10% for forecast financial 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-' Roar BidCo AB (Recipharm) Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb+, 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: 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 an adjustment of -1 notch(es). - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b'. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- European Medco Development 4 S.a.r.l. senior secured LT B Affirmed RR3 B European Medco Development 3 S.a.r.l. LT IDR B- Affirmed B- Roar BidCo AB LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ Kepler S.p.A. LT IDR B Affirmed B senior secured LT B Affirmed RR4 B [] Fitch Affirms Ratings on Five EMEA Steel & Metals Companies -------------------------------------------------------------- Fitch Ratings has affirmed five EMEA steel and metals companies' ratings: 1. Vallourec SA 2. Derichebourg S.A. 3. Celsa Opco, S.A.U. 4. Eregli Demir ve Celik Fabrikalari T.A.S. (Erdemir) 5. JSC Uzbek Metallurgical Plant 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 Vallourec SA Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bb, Moderate), Profitability (bbb, Moderate), Financial Structure (a, Moderate), and Financial Flexibility (bbb+, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 10% weight for the historical year 2024, 10% 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 'a' results in no adjustment. - The SCP is 'bbb-'. Derichebourg S.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 (bb+, Moderate), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bb+, Moderate), Company Operational Characteristics (bb, Higher), Profitability (bb-, Moderate), Financial Structure (bbb-, Higher), and Financial Flexibility (a-, Lower). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2025, 30% for the forecast year 2026, 20% for the forecast year 2027, 20% for the forecast year 2028 and 20% for the forecast year 2029. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'a+' results in no adjustment. - The SCP is 'bb+'. Celsa Opco, S.A.U. Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb+, Lower), Market and Competitive Positioning (bb-, 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 custom CRT financial period parameters: 10% weight for the forecast year 2025, 35% for the forecast year 2026, 35% 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-'. Erdemir 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 (bbb, Lower), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb+, Higher), Profitability (bb+, Moderate), Financial Structure (b+, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 10% 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 Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'bb' results in no adjustment. - The SCP is 'bb-'. JSC Uzbek Metallurgical Plant 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+, Moderate), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (b, Higher), Diversification and Asset Quality (b, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (bb+, Lower), Financial Structure (b, Moderate), and Financial Flexibility (b, Moderate). - 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, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. - The Governance Impact assessment of 'Good' results in no adjustment. - The Operating Environment Impact assessment of 'b' results in an adjustment of -1 notch. - The SCP is 'b'. To derive the IDR: - Application of Fitch's Government-Related Entities Rating Criteria results in a bottom-up +1 approach. RATING ACTIONS Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Derichebourg S.A. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ Vallourec SA LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- Celsa Opco, S.A.U. LT IDR BB- Affirmed BB- senior secured LT BB Affirmed RR3 BB Eregli Demir ve Celik Fabrikalari T.A.S. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- JSC Uzbek Metallurgical Plant LT IDR B+ Affirmed B+ ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. 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