260317.mbx

260317.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 17, 2026, Vol. 27, No. 54 Headlines A R M E N I A ARMBROK OPEN: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive F I N L A N D PHM GROUP: Moody's Lowers CFR to B3 & Alters Outlook to Stable F R A N C E ALMAVIVA DEVELOPMENT: Fitch Affirms 'B' Long-Term IDR G E R M A N Y SCHOEN KLINIK: Fitch Affirms 'B+' Issuer Default Rating I R E L A N D CIFC EUROPEAN I: Moody's Cuts Rating on EUR12MM Cl. F Notes to B3 CROSS OCEAN XII: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes LANSDOWNE MORTGAGE NO.2: Fitch Affirms 'Bsf' Rating on Cl. A2 Notes L U X E M B O U R G UMAMI BIDCO: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable N E T H E R L A N D S DISCOVERY COMMUNICATIONS: Fitch Keeps 'BB+' LT IDR on Watch Neg. SIGMA HOLDCO: Fitch Affirms 'B' Long-Term IDR, Outlook Stable STELLANTIS NV: S&P Rates Proposed Hybrid Securities 'BB' R U S S I A KAPITAL SUGURTA: Fitch Lowers IFS Rating to 'CCC' T U R K E Y TPAO VARLIK: Fitch Assigns 'BB-' Rating to USD1BB Sr. Unsec. Certs. U N I T E D K I N G D O M CREDIT CAPITAL: BTG Begbies Appointed as Joint Administrators GWENT CABLES: Quantuma Appointed as Administrators INEOS QUATTRO: Fitch Lowers Long-Term IDR to 'B', Outlook Negative INTERLEND HOLDINGS: BTG Begbies Appointed as Administrators MARKET FINANCIAL GB: BTG Begbies Appointed as Administrators MARKET FINANCIAL LONDON: BTG Begbies Tapped as Administrators MARS HOLDINGS: BTG Begbies Appointed as Administrators MONTGOMERY SQUARE 1: S&P Assigns Prelim. B-(sf) Rating on X Notes OSPREY ACQUISITIONS: Fitch Affirms 'BB+' LT Issuer Default Rating PAVILLION 2024-1: Fitch Alters Outlook on BB- Notes Rating to Neg. TILIA HOLDINGS: BTG Begbies Appointed as Administrators VENUS (VHL): BTG Begbies Appointed as Administrators - - - - - ============= A R M E N I A ============= ARMBROK OPEN: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive ------------------------------------------------------------------- Fitch Ratings has revised the Outlook on Armbrok Open Joint Stock Company's Long-Term Issuer Default Rating (IDR) to Positive from Stable and affirmed the IDR at 'B-'. Fitch has affirmed the Short-term IDR at 'B'. Key Rating Drivers The revision of the Outlook to Positive reflects its expectation that performance volatility will decrease as Armbrok continues to diversify its business, with profitability becoming more resilient, alongside a cleaner risk profile and a more favourable Armenian macro backdrop. Armbrok's Long-Term IDR of 'B-' is driven by its Standalone Credit Profile (SCP). This is constrained by its modest franchise, basic corporate governance, high business concentrations and regulatory risk, but underpinned by strong performance in 2022-2025, conservative leverage and adequate balance sheet liquidity. Leading Position in Small Market: Founded in 1994, Armbrok is a market leader among Armenian securities firms. It provides a range of financial services, including investment banking, brokerage and international trading to around 17,500 clients, mostly Armenian individuals and SMEs. In addition to client-driven brokerage services, Armbrok conducts proprietary activities, which lead to open directional interest rate and foreign-currency (FX) positions. The company generates most of its revenue from brokerage and interest on its proprietary securities book. Despite ongoing diversification, its revenue base remains concentrated by number of clients. The company's revenue and profitability surged in 2022-2023 due to capital inflows following the start of the Russia-Ukraine war. This effect started to reverse in 2024 and Fitch expects continued normalisation in 2026-2027. High Risk Appetite: Armbrok maintains large directional positions on interest rate and FX risk, reflecting its market risk tolerance and exposing it to macroeconomic volatility. The company's large holdings in long-duration Armenian government bonds drive high sensitivity to a 100bp shift in interest rates, equal to 13% of end-2025 equity. Its strategic open FX position was 35% of capital at end-2025 (predominantly long in US dollars). The company aims to mitigate market risk via a natural hedge based on the typical correlation of movements in currency and policy rate. However, the long-term effectiveness of this hedge is uncertain. Armbrok's risk management processes are fairly basic but management plans to implement a more structured and automated risk management process as business grows. Good Asset Quality; Concentrated Portfolio: Armbrok's asset quality involves high concentrations but impairment levels are low and Fitch notes a decreasing appetite for distressed assets. The company maintains a large government bond portfolio alongside smaller higher-risk positions. Management considers profitability covers these risks. Fitch expects asset quality to remain broadly consistent despite the risk appetite. Strong Albeit Declining Returns: Armbrok's performance was significantly boosted in 2022-2023 by external factors but has remained strong for the rating despite transaction volumes declining. Fitch expects a further normalisation in 2026-2027, but the slow pace of this suggests stabilisation of returns at levels stronger than already sound pre-2022 historical levels. Armbrok's largely variable expenses offer some flexibility in the event of a decline in revenue. Comfortable Capital Adequacy: Armbrok has low leverage and strong capital ratio, maintaining a comfortable cushion against regulatory requirements. Its assessment of capital is constrained by business model concentration and high risk appetite. The short tenor nature of the balance sheet allows flexibility in reducing risk-weighted assets if necessary. Fitch expects Armbrok to maintain a comfortable capital position amid moderate growth. Adequate Liquidity: Armbrok manages a highly liquid balance sheet covering its short-tenor liabilities, which are dominated by repurchase agreements (repo). Its funding franchise is limited, but holdings in local government bonds and US dollar-denominated securities support liquidity. Without engaging in margin lending, the company's need for external funding remains limited. Fitch expects it to manage liquidity adequately if there are no major disruptions to the market. ESG - Governance Structure: Armbrok has a high ESG score for Governance Structure due to its significant reliance on the largest shareholder for critical decision-making and the absence of robust creditor-protection mechanisms (e.g. an independent board of directors). This has a negative impact on the credit profile and is presently highly relevant to the rating, constraining its assessment of Armbrok's Management and Strategy factor. However, Fitch expects these governance arrangements to strengthen over the Outlook horizon. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Breaching the statutory capital requirement of 12% of risk-weighted assets or increasing tangible leverage to above 10x or any indirect deterioration of the company's solvency, such as a surge in receivables from related parties or asset impairment. Material reduction in business scale or signs of deterioration in the company's funding access or liquidity buffers. Indication of a substantial increase in regulatory risk, for example, due to systemic regulatory tightening that constrains the company's ability to operate in its core subsectors, or idiosyncratic issues leading to regulatory intervention, sizable penalties or sanctions. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Continued development of Armbrok's domestic franchise through the diversification of revenue sources, coupled with a moderation of the risk appetite (particularly in respect of market risk), could drive an upgrade of the IDR, if accompanied by strengthening of corporate governance, particularly establishment of a credible board of directors. ADJUSTMENTS The SCP has been assigned below the implied SCP due to the following adjustment reason(s): The sector risk operating environment score has been assigned below the implied score due to the following adjustment reason(s): financial market development (negative). The earnings & profitability score has been assigned below the implied score due to the following adjustment reason(s): revenue diversification (negative). The capitalisation & leverage score has been assigned below the implied score due to the following adjustment reason(s): risk profile and business model (negative). The funding, liquidity & coverage score has been assigned below the implied score due to the following adjustment reason(s): business model/funding market convention (negative). ESG Considerations Armbrok has an ESG Relevance Score of '5' for Governance Structure due to high key-person risk due to significant dependence in decision-making on the largest shareholder, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in an implicitly lower rating. Armbrok has an ESG Relevance Score of '4' for Management Strategy due to opportunistic and reactive strategy partially a factor of a very volatile environment, adding volatility to company's performance, 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 Prior ----------- ------ ----- Armbrok Open Joint Stock Company LT IDR B- Affirmed B- ST IDR B Affirmed B ============= F I N L A N D ============= PHM GROUP: Moody's Lowers CFR to B3 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Ratings has downgraded PHM Group Holding Oyj's (PHM or "the company") corporate family rating and probability of default rating to B3 from B2 and B3-PD from B2-PD, respectively. Concurrently, Moody's downgraded the instrument rating for PHM's EUR1150 million backed senior secured term loan B to B3 from B2. The outlook has been changed to stable from negative. RATINGS RATIONALE "The downgrade reflects PHM's weak credit metrics, with Moody's adjusted leverage at 6.8x in 2025, driven by sluggish market conditions and with the company prioritizing growth over deleveraging. Moody's no longer forecast the company's leverage to return to levels commensurate with a B2 rating within 12-18 months as Moody's expects acquisition pace to remain high", says Jay Parekh, Moody's Ratings lead analyst for PHM. In 2025, PHM entered into two new markets, the Netherlands and the UK. Moody's expects the company to remain acquisitive, both by entering into new geographies and by addressing white spots in existing markets. PHM's acquisition spending has averaged around EUR250 million per annum for the years 2023-2025. Going forward, Moody's forecasts acquisition spending of EUR200-300 million per annum. While the company's cash generation has improved following lower cost of debt, Moody's still expect only a modest Moody's adjusted free cash flow (FCF) in 2026 at around EUR20 million (around 2% of debt). Hence, the company's acquisitions will likely require debt funding, which would delay deleveraging. As such, Moody's expects PHM to maintain a leverage of around 6.5x by year-end 2026, assuming it will undertake acquisitions at largely similar multiples as in the past. PHM's underlying business is strong and backed by a high-level of recurring or re-occurring activities. However, the company is not immune to economic cycles and faced weak market conditions in 2025, reflecting low consumer confidence and heightened competition amid reduced new construction activities. This, in combination with a mild winter season, has led to an organic revenue decline of 1% for the full year 2025 although the company has largely sustained its EBITDA margin on a reported basis. Moody's had previously expected PHM to increase its margins due to higher fixed cost absorption and synergies. Moody's now forecast PHM's revenues to grow by low-single-digit percentages in 2026 alongside with a slight increase in margins. PHM's leverage has remained elevated since 2023, reflecting management's tolerance for high leverage while focusing on growing the business. Although Moody's acknowledges that PHM's business profile has improved since 2021 thanks to increased size and geographical diversity, the company remains somewhat concentrated to the Nordics, with over 70% of revenues generated in the region during 2025. More generally, PHM's credit profile is supported by the company's leading market position in the Nordics and Switzerland with additional operations in Germany, UK and the Netherlands in a property services market that continues to be highly fragmented. A large part of the company's revenues are recurring or re-occurring, with low customer churn. Furthermore, PHM operates with relatively high operating profitability in a business with lower volatility. The rating is constrained by PHM's M&A-driven, growth strategy which has resulted in a leveraged capital structure. The event risks and leverage tolerance stemming from the company's private equity ownership are also rating constraints. LIQUIDITY PROFILE PHM's liquidity is adequate, with around EUR84 million in cash as of December 2025 and no drawings under the company's EUR180 million revolving credit facility (RCF) at the time. Moody's expects the company to continue to generate modest Moody's-adjusted FCF at around EUR20-30 million over the next 12-18 months. These sources are sufficient to accommodate moderate working capital swings and capital spending (including lease payments). However, Moody's expects the company to continue its aggressive acquisitive growth, which can result in further drawings under the RCF or future tap issuances. The B3 CFR assumes that PHM will maintain adequate liquidity while managing its growth. STRUCTURAL CONSIDERATIONS PHM's CFR of B3 is aligned with the existing debt instruments issued by the group. The rating alignment reflects the pari passu nature of the RCF within the financial structure. The company's PDR of B3-PD is also in line with the CFR. The PDR reflects Moody's standard assumptions of a 50% family recovery rate resulting from a debt package without a maintenance financial covenant and a security package that is limited to share pledges, intercompany loans and business mortgages. Further, the loans benefit from guarantees by significant subsidiaries representing at least 80% of consolidated EBITDA. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations of PHM's credit metrics remaining commensurate with a B3 rating over the next 12-18 months. Moody's expects the company to generate modest Moody's adjusted FCF and maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure could arise if -- Moody's-adjusted debt/EBITDA sustains below 6.0x -- Moody's-adjusted EBITA/Interest above 1.7x -- FCF/debt increases towards the mid-single digits in percentage terms for a sustained period In addition, tapering of acquisition pace and commitment to lower leverage would be key to a higher rating Downward pressure on the ratings could develop if PHM's -- Debt/EBITDA remains well above 7.0x on a sustained basis -- FCF turns negative on a sustained basis or liquidity deteriorates -- EBITA/Interest deteriorates below 1.2x ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations were among the key drivers of this rating action. The downgrade is primarily driven by PMH's more aggressive growth strategy and funding approach compared with Moody's previous expectations. The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE PHM Group Holding Oyj (PHM) is a leading company in the Northern European residential property maintenance services market, founded in 1989 with its headquarters in Helsinki. The group is majority owned by funds of Nordic private equity firm, Norvestor Equity AS since 2020. The company offers a broad range of services including general maintenance, cleaning, management, repairs and technical services for residential and commercial properties. PHM has around 14,900 employees in locally operating companies across the Nordics, Switzerland, the UK, Netherlands and Germany. In 2025, the group generated revenue of EUR1,169 million (like-for-like, adjusted) from a highly diversified customer base. =========== F R A N C E =========== ALMAVIVA DEVELOPMENT: Fitch Affirms 'B' Long-Term IDR ----------------------------------------------------- Fitch Ratings has affirmed Almaviva Development's 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. Key Rating Drivers For full key rating drivers for Almaviva, see the Rating Action Commentary (RAC) below: Fitch Affirms Almaviva at 'B'/Stable on Proposed TLB Add-on, dated 28 July 2025 Peer Analysis Refer to the RAC. Fitch's Key Rating-Case Assumptions Refer to the RAC. 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+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bb, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (bb-, 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, 30% for the forecast year 2026, 40% for the forecast year 2027 and 10% for the forecast year 2028. - Assessments of the quantitative financial subfactors also include bespoke calculations. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b'. Recovery Analysis Refer to the RAC. RATING SENSITIVITIES Refer to the RAC. Liquidity and Debt Structure Refer to the RAC. Issuer Profile Refer to the RAC. Sources of Information Refer to the RAC. 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 Almaviva Developpement. ESG Considerations Refer to the RAC. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Almaviva Developpement LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ ============= G E R M A N Y ============= SCHOEN KLINIK: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has affirmed eight EMEA healthcare service provider 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 are Schoen Klinik SE, Fresenius SE & Co. KGaA, Fresenius Medical Care AG, Mehilainen Yhtyma Oy, IVC Acquisition Midco Limited, Inception Holdco S.a.r.l., Afflelou S.A.S, and Romansur Investments SL. Their most recent Rating Action Commentaries (RACs) are below. Key Rating Drivers For full key rating drivers for each issuer, see the RACs listed below: Schoen Klinik SE Fitch Affirms Schoen Klinik's IDR at 'B+'; Downgrades Senior Secured Rating to 'BB-', dated 3 December 2025 Fresenius SE & Co. KGaA Fitch Affirms Fresenius SE at 'BBB-'; Outlook Stable, dated 14 August 2025 Fresenius Medical Care AG Fitch Affirms Fresenius Medical Care at 'BBB-'; Outlook Stable, dated 23 July 2025 Mehilainen Yhtyma Oy Fitch Affirms Mehilainen at 'B'; Outlook Stable, dated 8 May 2025 IVC Acquisition Midco Limited Fitch Affirms IVC Acquisition MidCo at 'B'; Outlook Stable, dated 23 December 2025 Inception Holdco S.a.r.l. Fitch Affirms Inception Holdco's Senior Secured Debt at 'B+'; IDR at 'B', dated 3 June 2025 Afflelou S.A.S. Fitch Affirms Afflelou's IDR at 'B'/Stable; Senior Secured Notes at 'B+', dated 2 July 2025 Romansur Investments SL Fitch Assigns Romansur Investments SL Final 'B' IDR; Outlook Stable, dated 17 December 2025 Peer Analysis Refer to the RAC for each issuer. Fitch’s Key Rating-Case Assumptions Refer to the RAC for each issuer. Corporate Rating Tool Inputs and Scores Schoen Klinik SE 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 (bb, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (bb-, Moderate), Financial Structure (b, Higher), and Financial Flexibility (bb+, Lower). - 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. - 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+'. Fresenius SE & Co. KGaA 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+, Lower), Market and Competitive Positioning (bbb, Higher), Diversification and Asset Quality (bbb+, Moderate), Company Operational Characteristics (bbb, Moderate), Profitability (bbb-, Higher), Financial Structure (bb+, 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 'bbb-'. Fresenius Medical Care AG 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+, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Lower), Profitability (bb+, Moderate), Financial Structure (bb+, Moderate), and Financial Flexibility (bbb-, 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. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. Mehilainen Yhtyma Oy 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 (bbb-, Lower), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bb-, Higher), Company Operational Characteristics (bb+, Lower), Profitability (bbb-, 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. - 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'. IVC Acquisition Midco 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+, Higher), Market and Competitive Positioning (bbb, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (b, Moderate), Financial Structure (ccc+, Higher), and Financial Flexibility (ccc+, 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 'aa' results in no adjustment. - The SCP is 'b'. Inception Holdco S.a.r.l. 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, Higher), Market and Competitive Positioning (bb+, Higher), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bbb, Lower), Profitability (bbb+, Moderate), Financial Structure (b-, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 30% weight for the forecast year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 10% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch(es). - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'b'. Afflelou S.A.S. 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 (b, Higher), Company Operational Characteristics (bb-, Moderate), Profitability (bbb-, 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. - Assessments of the quantitative financial subfactors also include bespoke calculations. - 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 'a+' results in no adjustment. - The SCP is 'b'. Romansur Investments SL 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 (bb-, Moderate), Diversification and Asset Quality (b+, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bbb+, 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 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 an adjustment of -1 notch(es). - 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 SENSITIVITIES Refer to the RAC for each issuer. Liquidity and Debt Structure Refer to the RAC for each issuer. Issuer Profile Refer to the RAC for each issuer. 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 Schoen Klinik SE, Fresenius SE & Co. KGaA, Fresenius Medical Care AG, Mehilainen Yhtyma Oy, IVC Acquisition Midco Limited, Inception Holdco S.a.r.l., Afflelou S.A.S, or Romansur Investments SL. ESG Considerations Refer to the RAC for each issuer. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Inception Holdco S.a.r.l. LT IDR B Affirmed B Afflelou S.A.S. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ IVC Acquisition Ltd senior secured LT B Affirmed RR4 B Mehilainen Yhtiot Oy senior secured LT B Affirmed RR4 B Fresenius Medical Care US Finance III, Inc. senior unsecured LT BBB- Affirmed BBB- Fresenius Finance Ireland plc senior unsecured LT BBB- Affirmed BBB- VetStrategy Canada Holdings Inc. senior secured LT B Affirmed RR4 B Mehilainen Yhtyma Oy LT IDR B Affirmed B IVC Acquisition Midco Ltd LT IDR B Affirmed B IVI America, LLC senior secured LT B+ Affirmed RR3 B+ Fresenius Medical Care AG LT IDR BBB- Affirmed BBB- ST IDR F3 Affirmed F3 senior unsecured LT BBB- Affirmed BBB- Schoen Klinik SE LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- Fresenius SE & Co. KGaA LT IDR BBB- Affirmed BBB- ST IDR F3 Affirmed F3 senior unsecured LT BBB- Affirmed BBB- Romansur Investments SL LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ Inception Finco S.a.r.l. senior secured LT B+ Affirmed RR3 B+ ============= I R E L A N D ============= CIFC EUROPEAN I: Moody's Cuts Rating on EUR12MM Cl. F Notes to B3 ----------------------------------------------------------------- Moody's Ratings has taken a variety of rating actions on the following notes issued by CIFC European Funding CLO I Designated Activity Company: EUR28,500,000 Class B-1-R Senior Secured Floating Rate Notes due 2032, Upgraded to Aaa (sf); previously on Oct 30, 2023 Upgraded to Aa1 (sf) EUR11,500,000 Class B-2-R Senior Secured Fixed Rate Notes due 2032, Upgraded to Aaa (sf); previously on Oct 30, 2023 Upgraded to Aa1 (sf) EUR28,000,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa3 (sf); previously on Oct 30, 2023 Upgraded to A1 (sf) EUR24,000,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Baa2 (sf); previously on Oct 30, 2023 Affirmed Baa3 (sf) EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2032, Downgraded to B3 (sf); previously on Oct 30, 2023 Affirmed B2 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 (Current outstanding amount EUR225,781,242) Class A-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Oct 30, 2023 Affirmed Aaa (sf) EUR20,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed Ba2 (sf); previously on Oct 30, 2023 Affirmed Ba2 (sf) CIFC European Funding CLO I Designated Activity Company issued in August 2019 and refinanced in August 2021 is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by CIFC CLO Management II LLC. The transaction's reinvestment period ended in January 2024. RATINGS RATIONALE The rating upgrades on the Class B-1-R, Class B-2-R, Class C-R and Class D-R notes are primarily a result of the deleveraging of the Class A-R notes following amortisation of the underlying portfolio since last review in May 2025. The downgrade to the rating on the Class F notes is following deterioration in over-collateralisation ratio due to loss of par since last review. The affirmations on the ratings on the Class A-R and Class E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R notes have paid down by approximately EUR22.2 million (8.96%) in the last 12 months. As a result of the deleveraging, over-collateralisation (OC) has increased for the top of the capital structure. Class E and Class F OC ratios have deteriorated. According to the trustee report dated February 2026[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 139.10%, 125.84%, 116.34%, 109.45% and 105.70% compared to April 2025[2] levels of 129.89%, 119.58%, 116.35%, 109.88% and 106.34%%, respectively. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR368.76m Defaulted Securities: EUR1.65m Diversity Score: 53 Weighted Average Rating Factor (WARF): 3063 Weighted Average Life (WAL): 3.54 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.65% Weighted Average Coupon (WAC): 4.41% Weighted Average Recovery Rate (WARR): 44.06% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. CROSS OCEAN XII: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Cross Ocean Bosphorus CLO XII DAC expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to the information already received. Entity/Debt Rating ----------- ------ Cross Ocean Bosphorus CLO XII DAC Class A XS3262499554 LT AAA(EXP)sf Expected Rating Class B XS3262499802 LT AA(EXP)sf Expected Rating Class C XS3262500153 LT A(EXP)sf Expected Rating Class D XS3262500310 LT BBB-(EXP)sf Expected Rating Class E XS3262500583 LT BB-(EXP)sf Expected Rating Class F XS3262500740 LT B-(EXP)sf Expected Rating Subordinated Notes XS3262501045 LT NR(EXP)sf Expected Rating Transaction Summary Cross Ocean Bosphorus CLO XII DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds will be used to purchase a portfolio with a target par of EUR400 million. The portfolio will be actively managed by Cross Ocean Adviser LLP and the CLO will have a five-year reinvestment period and a nine-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch weighted average rating factor of the identified portfolio is 23.9. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.7%. Diversified Portfolio (Positive): The transaction will include various concentration limits in the portfolio, including a top 10 obligor concentration limit of 20% 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 will have a five-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed 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 and matrices analysis is 12 months less than the WAL covenant, to account for structural and reinvestment conditions after the reinvestment period. These include the over-collateralisation tests and Fitch's 'CCC' limitation test after reinvestment. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during 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) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would not result in for the class A to F notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to E notes have cushions of up to three notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A to 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 mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each for the 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 Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY 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 Cross Ocean Bosphorus CLO XII 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. LANSDOWNE MORTGAGE NO.2: Fitch Affirms 'Bsf' Rating on Cl. A2 Notes ------------------------------------------------------------------- Fitch Ratings has revised Lansdowne Mortgage Securities No. 1 Plc's (LMS1) class A2 and M1 notes' Outlooks to Negative from Stable and has affirmed all the ratings. Fitch has also affirmed Lansdowne Mortgage Securities No. 2 Plc's (LMS2) notes. Entity/Debt Rating Prior ----------- ------ ----- Lansdowne Mortgage Securities No. 2 Plc Class A2 XS0277482286 LT Bsf Affirmed Bsf Class B XS0277483417 LT CCsf Affirmed CCsf Class M1 XS0277482526 LT B-sf Affirmed B-sf Class M2 XS0277482955 LT CCsf Affirmed CCsf Lansdowne Mortgage Securities No. 1 Plc Class A2 XS0250832614 LT B+sf Affirmed B+sf Class B1 XS0250834404 LT CCsf Affirmed CCsf Class B2 XS0250835120 LT CCsf Affirmed CCsf Class M1 XS0250833695 LT B-sf Affirmed B-sf Class M2 XS0250834073 LT CCsf Affirmed CCsf Transaction Summary The transactions are securitisations of Irish non-conforming residential mortgage loans originated by Start Mortgages Ltd and serviced by Mars Capital Finance Ireland DAC. KEY RATING DRIVERS Servicing Costs Cause Reserve Drawings: A large share of restructured loans and considerable arrears has continued to require intensive asset management, resulting in high servicing costs. This, combined with low excess spread, has led to a prolonged use of cash reserves. As of end-2025, LM1's reserve had fallen further since the last review in April 2025 to 33% of its target, leading to today's Outlook revision. Fitch expects the reserve to be fully depleted in the short-to-medium term if arrears remain at current levels or increase. High Arrears, Delayed Foreclosure: LMS1's portfolio was 30.5% in arrears of over 90 days, while in LMS2 late-stage arrears accounted for 30.2% of the portfolio, as of December 2025, modestly higher than at the start of that year. Most borrowers in arrears have been subject to restructuring measures, including margin reductions and term extension. Margin reductions have reduced the weighted average (WA) margin of the portfolio, while term extensions have led to an increase share of the portfolio share (8.2% and 5.3% for LMS1 and LMS2, respectively) maturing beyond the final legal maturity of the notes. CE Build-up Supports Senior Notes: The sequential amortisation of the notes has led to an increase in credit enhancement (CE), particularly for the senior notes. Fitch expects the transactions to continue paying sequentially, due to a breach of the arrears' triggers. CE may continue to increase further as long as losses remain limited. ESG Governance: LMS1 and LMS2 have are exposed to jurisdictional legal risks around regulatory effectiveness; supervisory oversight; foreclosure laws; government support and intervention, which have resulted in lower ratings than they would otherwise have been. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Most loans in the portfolios have been subject to restructuring rather than foreclosure. An increasing number of defaulted loans and lower recovery proceeds, alongside longer foreclosure timing, may result in downgrades. The limited excess spread and below-target reserves may result in downgrades if servicing fees rise further and erode liquidity available to pay timely interest on the most senior notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stabilising performance, replenishment of the reserve funds to their targets with rising excess spread and full repayment of restructured loans by the legal final maturity of the notes may lead to positive rating actions. 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 poo[s and the transactions. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' closing. The subsequent performance of the transactions over the years is consistent with the rating agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations LMS1 and LMS2 have ESG Relevance Scores of '5' for Rule of Law, Institutional and Regulatory Quality due to exposure to jurisdictional legal risks; regulatory effectiveness; supervisory oversight; foreclosure laws; government support and intervention, which has a negative impact on the credit profile, and is highly relevant to the rating, resulting in in a change to the rating. 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 =================== UMAMI BIDCO: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Umami Bidco S.a r.l.'s Long-Term Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. Fitch has also affirmed Umami's senior secured term loan B (TLB) ratings at 'BB-' with a Recovery Rating of 'RR3'. The affirmation reflects Umami's strong position in the niche professional kitchen equipment market, supported by Robot-Coupe's brand and pricing power. The rating is constrained by the group's small scale and modest product diversification relative to broader industrial peers and its highly leveraged financial profile. Following the disposal of the Magimix brand in 2H25, the company's leverage remains outside the downgrade sensitivity of 5.5x, as proceeds and excess cash were returned to shareholders. Fitch expects gross leverage will improve from about 5.9x at-end 2025 to about 5.4x by 2028, supported by gradually improving EBITDA generation. However, this is contingent upon no further opportunistic actions by shareholders that might be detrimental to the credit profile. Key Rating Drivers Magimix Divestment Supports Business Focus: Fitch views the sale of Magimix in 2H025 as supportive of business profile stability as it simplifies the portfolio and management focus. However, the credit benefit was limited by the subsequent EUR82 million distributions to shareholders in November 2025, including EUR47 million of Magimix net proceeds and EUR35 million of Robot-Coupe excess cash. Robot-Coupe completed the sale of Magimix on 30 September 2025. The transaction removes the group's business-to-consumer activity and increases its focus on professional kitchen equipment. EBITDA Margin Remains Strong: Robot-Coupe's profitability remains high following the Magimix carve-out. The company's strong market position in premium products supports pricing power and has underpinned consistently strong EBITDA margins over the past five years. Fitch expects EBITDA margin to improve slightly in the near to medium term, supported by new product launches and cost discipline with manageable effects from changing tariffs. This is a key credit strength, reflecting a lean operating model and the ability to pass through cost inflation. Rating Constrained by Leverage: The rating remains constrained by high leverage, despite strong operating performance. Fitch expects gross leverage was about 5.9x at end-2025, above its previous expectations as a result of the sale of the Magimix business and will gradually improve through gradual organic EBITDA growth and continually strong cash flow generation. Deleveraging remains sensitive to shareholder distributions and any debt-funded acquisitions. Diversification Supports Resilience: The group's business profile is characterised by good geographical and customer diversification. About 48% of revenue is generated from EMEA, 30% from the US, 13% from France, and about 5% each from Australia and the UK. Low Capex Supports FCF Generation: Umami operates an asset-light business that is focused on the development and assembly of products rather than in-house manufacturing. This approach results in low capex requirements, leading to high free cash flow (FCF) generation. During 2021-2025, the company achieved strong average FCF margins for the sector, and Fitch expects this to continue. Financial Policy Key Rating Consideration: Fitch does not expect the current shareholder, Ardian, to materially change strategy or financial policy. Fitch assumes limited dividend upstreaming/opportunistic bolt on M&A activity in the near term and continued support for growth initiatives. However, a more aggressive financial policy, including renewed large distributions, would weaken the deleveraging path. Peer Analysis Umami's business profile is primarily supported by its strong positions in growing premium niche markets. This is complemented by sound end-market and customer diversification, with significant exposure to the relatively resilient food service markets. Despite offering high-quality products, the group's product range and addressable market are limited compared with the wider benchmark of diversified industrial peers, which constrains its overall business profile. Umami's financial leverage profile is broadly similar to other 'B' category rated industrial issuers, such as EVOCA S.p.A. (B/Negative), Ahlstrom Oyj (B/Stable), ams-Osram AG (B/Stable), and Nova Alexandre III S.A.S. (BB/Stable). Notably, Umami generates significantly higher EBITDA and FCF margins than its peers, and Fitch expects its deleveraging profile to be stronger relative to these companies. Fitch’s Key Rating-Case Assumptions - Revenue to increase by an annual average of about 3%, in line with industry growth and expansion into new and underpenetrated geographies - Capex/revenue to remain stable and in line with historical levels - No dividend distribution throughout its forecast horizon - Opportunistic bolt-on M&A of approximately EUR50 million a year starting 2027 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 (b+, Moderate), Diversification and Asset Quality (bb, Moderate), Company Operational Characteristics (b+, Moderate), Profitability (a+, Lower), 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 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+'. To derive the IDR: no other considerations apply. Recovery Analysis The recovery analysis assumes that Umami would be considered a going-concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. This is driven by its leading position in its niche market, historically robust operating and FCF generation. Fitch assumes a 10% administrative claim Fitch expects a GC enterprise value (EV) available for claims at around EUR470 million after the Magimix divestment, which reflects Umami's leading position within its niche market, good geographical diversification, and strong FCF generation. However, the EV multiple also reflects the limited range of products and small scale. An EV multiple of 5.5x is applied to GC EBITDA to calculate a post-reorganisation valuation. It reflects Umami Bidco's leading market position within its niche market, good geographical diversification, and strong FCF generation. The EV multiple also reflects the group's limited range of products and constrained scale. Fitch estimates total senior debt claims at EUR781 million, which include the revolving credit facility (RCF) of EUR125 million and senior secured euro TLB of EUR500 million and senior secured US dollar TLB of EUR156 million equivalent. The recovery computation leads to a ranked recovery for the senior secured debt of 'RR3', supporting the 'BB-' debt rating, one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 5.5x on a sustained basis - EBITDA interest coverage consistently below 2.5x - Less conservative financial policies including significant dividend payments - A structural loss of market position, leading to deterioration of EBITDA margins Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 4.5x for an extended period - EBITDA interest coverage consistently above 3.0x - Improved diversification and scale Liquidity and Debt Structure Umami's liquidity is comfortable. The cash balance following the divestment of Magimix is expected to be EUR15 million at end-2025. The group's debt structure comprises a EUR500 million TLB, a US dollar TLB of EUR155.8 million equivalent and a EUR125 million multicurrency RCF, of which EUR7 million was drawn at end-2025. Management plans to keep the RCF largely undrawn and use it as a liquidity backstop. The available RCF capacity, together with the cash balance and no near-term maturities, support comfortable liquidity. Issuer Profile Umami is the holding company for France-based Robot-Coupe, which is a global provider of food preparation equipment. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Umami Bidco S.a r.l. LT IDR B+ Affirmed B+ senior secured LT BB- Affirmed RR3 BB- ===================== N E T H E R L A N D S ===================== DISCOVERY COMMUNICATIONS: Fitch Keeps 'BB+' LT IDR on Watch Neg. ---------------------------------------------------------------- Fitch Ratings has maintained all the ratings of Warner Bros. Discovery, Inc. (WBD), Discovery Global Holdings, Inc. (DGH), Discovery Communications, LLC (Discovery), Warner Media, LLC (WM), and Discovery Communications Benelux B.V. (DCB) on Rating Watch Negative (RWN). The RWN reflects uncertainty around Paramount Skydance Corporation's (PSKY) proposed acquisition of WBD, including a potentially debt-funded structure. It also reflects Fitch's expectation of materially higher leverage and limited visibility into the post-transaction capital structure and financial policy. WBD's cancellation of its previously proposed separation plan reduces execution risk and structural complexity. Fitch expects the cancellation to result in better FCF generation than a separation scenario. Fitch expects to resolve the RWN once final transaction terms, financing and post-close deleveraging priorities are clearer. Key Rating Drivers Event Risk from Proposed Acquisition by PSKY: Fitch views the proposed acquisition of WBD by PSKY as a material event risk for WBD's creditors. Fitch has limited visibility into the final transaction terms, including the financing mix and the extent of debt funding at close, which could affect the combined group's leverage, financial flexibility, and ability to prioritize deleveraging. There is limited visibility into how WBD's existing debt would be treated post-transaction close, including the ranking and security package of any new secured issuance, and whether the combined group adopts a more bifurcated secured/unsecured capital structure. Fitch believes these uncertainties increase the risk of structural subordination or priming for certain creditor classes and could influence relative recoveries. Separation Cancellation Supports FCF and Reduces Complexity: Fitch believes WBD's decision to cancel its separation plan reduces execution risk and removes a potential source of structural complexity. Fitch expects the decision to support better FCF through lower dis-synergies and transaction costs, relative to a separation scenario. High Transaction Complexity and Structural Uncertainty: Fitch views PSKY's proposed acquisition of WBD as highly complex, reflecting the scale of required financing and limited transparency on the pro forma capital structure, as well as the operational challenge of integrating two large media groups. Fitch expects heightened regulatory scrutiny in key jurisdictions, which could increase execution risk and extend the timeline to close. Fitch believes key focus areas could include market concentration and potential impacts on competition, distribution practices, and consumer outcomes. Improved Competitive Positioning: The acquisition of WBD would increase PSKY's scale across filmed entertainment through ownership of another major studio with a deep catalogue of movie and TV titles. This will strengthen the combined company's competitive position through greater pricing power, control over content licensing, and prioritization of premium content for its own platforms. PSKY will own iconic brands, including Harry Potter, the DC Universe, and HBO Max, providing substantial leverage across distribution channels. Elevated Pro Forma Leverage Post Transaction: Fitch assumes the transaction as contemplated by PSKY will result in pro forma leverage in the high-6x range for the combined company. Fitch expects deleveraging to depend on sustained EBITDA growth, delivery of synergies, and improved FCF generation, which could be challenging given the scale of integration and restructuring required. Strong Standalone FCF Generation: WBD's global scale across its operating segments is expected to provide stable revenue and cash flow. Fitch estimates WBD, as a standalone company, will generate annual FCF between $3 billion and the low-$5 billion range over the ratings period. Fitch expects this level of annual FCF to more than cover the company's near-term annual maturity schedule. Linear Network Secular Threats: Fitch recognizes the threats to WBD's linear cable networks, as Fitch expects the long-term secular decline in multichannel video programming distributor (MVPD) subscribers to continue. Despite the global reach and relative strength of WBD's networks, Fitch anticipates cash flow generation and margins to remain under long-term pressure. Peer Analysis WBD's standalone rating reflects its leading positions in scripted, reality-based, news, sports and documentary programming, positive EBITDA from its direct-to-consumer (DTC) segment, and significant debt repayment following Discovery's debt funded merger with WarnerMedia in April 2022. However, despite being the second-largest global media company, WBD lacks the size and diversification of The Walt Disney Company (not rated) and Comcast Holdings Corporation (A-/Stable), which owns 100% of NBCUniversal Media LLC (NBCUniversal; A-/Stable), one of the largest, diversified media companies in the U.S. WBD has a larger scale compared with PSKY(BB+/RWN), a global media, streaming and entertainment company, which creates premium content and experiences for audiences worldwide through its segments: TV Media, DTC, and Filmed Entertainment, similar to WBD. Although WBD is larger, both have similar leverage characteristics. WBD has a larger operating footprint, more diversification, and significantly higher FCF margins compared to PSKY. Versant Media Group, Inc. (BB/Stable) benefits from a more conservative financial profile but operates with less content creation scale and lacks WBD's scale, diversification and growing DTC platform (HBO Max). Fitch’s Key Rating-Case Assumptions WBD Standalone - Total revenue expected to decline marginally in fiscal 2026 due to declines in the linear network segment. Thereafter, revenue is forecast to increase in the low- to mid-single digits, as growth in the DTC and studio segments offsets declines in the linear network segment. Studio revenue is expected to vary annually depending on the quantity and quality of film content, with the company clearly focused on reinvigorating the DC Comics franchise with the 2025 reboot of 'Superman'. - Margins remain roughly flat as ongoing DTC growth is offset by continued margin compression at networks and improvement in studio margins. - Capex intensity remains around 2.5% due to studio expansion and incremental investments in attractions. -- Fitch-calculated annual FCF should remain in the $3 billion to low-$5 billion range. - No M&A or share buybacks in the near term. Fitch does not expect share buybacks to resume until the company reaches the upper end of its 2.5x-3.0x leverage target. - Near-term FCF geared toward debt repayment, driving leverage below Fitch's negative sensitivity of 3.5x in 2028. Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb, Higher), 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 (bb-, Higher), and Financial Flexibility (bbb+, Lower). - 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 'aa-' results in no adjustment. - The SCP is 'bb+'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to the Removal of the RWN: - Termination of the PSKY acquisition, with WBD continuing to operate at its current credit profile; - Completion of acquisition, with announcement of post-transaction capital structure and pro forma financial profile. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained operating underperformance amid ongoing competitive pressures; - Fitch-calculated EBITDA leverage sustained above 4.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch does not anticipate any positive rating action while the acquisition transaction is pending. Liquidity and Debt Structure As of Dec. 31, 2025, WBD had $4.6 billion cash and full availability under its $6 billion unsecured revolver, maturing in October 2029, with two 364-day extensions. Fitch excludes the $2.0 billion CP program (full availability), given the overlap with the revolver availability and the 'B' Short-Term IDR. WBD had $37 billion outstanding debt as of Dec. 31, 2025, comprising the bridge loan facility, senior notes and $3.7 billion of revolving receivables, which Fitch treats as debt. Issuer Profile WBD was formed by the April 2022 merger of WarnerMedia and Discovery, Inc. It is the second-largest global media company, and offers scripted and unscripted content across a broad range of internal and external distribution platforms. 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 Warner Bros. Discovery, Inc.. 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 ----------- ------ -------- ----- Discovery Communications, LLC LT IDR BB+ Rating Watch Maintained BB+ ST IDR B Rating Watch Maintained B senior unsecured LT BB+ Rating Watch Maintained RR4 BB+ senior unsecured ST B Rating Watch Maintained B Warner Media, LLC LT IDR BB+ Rating Watch Maintained BB+ senior unsecured LT BB Rating Watch Maintained RR5 BB Discovery Communications Benelux B.V. LT IDR BB+ Rating Watch Maintained BB+ ST IDR B Rating Watch Maintained B Warner Bros. Discovery, Inc. LT IDR BB+ Rating Watch Maintained BB+ Discovery Global Holdings, Inc. LT IDR BB+ Rating Watch Maintained BB+ senior unsecured LT BB+ Rating Watch Maintained RR4 BB+ SIGMA HOLDCO: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has upgraded Flora Food Management B.V.'s and Flora Food Management US Corp's senior secured instrument ratings to 'B+' with a Recovery Rating of 'RR3' from 'B' with a Recovery Rating of 'RR4'. Fitch has also affirmed Sigma Holdco BV's (Flora Food Group) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook and senior unsecured debt at 'CCC+' with a Recovery Rating of 'RR6'. The upgrade reflects improved recovery prospects following the completed amend and extend transaction resulted in the partial reduction of term loan B (TLB) facilities using the revolving credit facility (RCF). The IDR reflects high leverage and risks related to operating in a sector exposed to mixed consumption trends in its key product category and high competition, balanced by a strong business profile for the rating and high profitability compared with peers. The Stable Outlook reflects its expectations of continually strong free cash flow (FCF) generation despite stretched leverage metrics. Key Rating Drivers Successfully Extended Maturities: The company has completed the amend and extend of its TLB senior facilities agreement extending maturities to 2030, and refinancing facilities with the proceeds from new EUR500 million senior secured notes and partial use of the RCF. Overall the transaction is leverage neutral for the group, but the replacement of senior secured debt with the RCF, which Fitch already assumes to be fully drawn in the recovery analysis, leads to higher recovery prospects for the senior secured debt class, resulting in the upgrade of the senior secured rating. Fitch understands that the company intends to repay the RCF from internally generated cash flows and cash on balance sheet. Stretched Leverage: Fitch estimates the group's EBITDA gross leverage increased to 7.5x in 2025 (2024: 6.9x) and expect it to remain flat in 2026, due to its assumption of limited EBITDA growth. Based on its assumptions of only low single-digit profit growth and taking into account the company's public commitment to deleveraging towards more sustainable levels, Fitch expects EBITDA gross leverage reduction towards 7x only by 2028. This suggests that rating headroom to absorb any operating underperformance will remain minimal. Muted Trading Performance: Fitch assumes only low-single digit revenue growth for 2026-2028 due to the continued challenging pricing environment, the maturity of the spreads category in many markets and still moderate share of other faster-growing plant-based products, which Fitch estimates at about 25% of the group's sales. Fitch expects growth will be mainly supported by initiatives for product mix development, including in culinary segments. Fitch assumes organic sales growth was close to flat in 2025, with declining volumes only partly offset by pricing, despite promotional and innovation activities. Fitch assumes low-single digit decline in reported revenue due to FX pressure. Resilient EBITDA Margin: Fitch estimates Fitch-adjusted EBITDA margins at around 25.5% at end-2025, after record 26.9% profitability in 2024 supported by efficiency savings and value-creation initiatives as well as moderated cost inflation. Fitch expects the EBITDA margin to be within 25.5% to 26% over 2026-2028 assuming a normalisation in some key raw material costs together with high marketing and promotion spending. Robust FCF: Fitch expects FCF to grow towards EUR150 million annually in 2026-2028, corresponding to mid-single digit FCF margins, following the temporary weakening towards 2.5% Fitch assumes for 2025. FCF improvement will be driven by its assumptions of moderating cash interest payments after recent refinancing transactions as well stabilised working capital requirement and limited additional capex needs. Fitch assumes that non-operating cash costs remained at around EUR65 million in 2025, but given their recurrence, Fitch treats EUR30 million as ongoing business-reorganisation costs. Global Spreads Category Leader: Flora Food Group's rating is supported by its leading position in the global plant-based spread market, with major shares in countries that widely consume the products. Sales are more than 3x higher than the second-leading company in Flora Food Group's broader reference market of butter and spreads. The rating also considers Flora Food Group's leading market shares in other high-growth plant-based food categories, ensuring long-term revenue resilience. Peer Analysis Flora Food Group generates a significantly higher FCF margin than most packaged food companies with comparable revenue, due to higher-than-average EBITDA margins and low capex needs. Platform Bidco Limited (Valeo Foods; B-/Stable) is rated one notch lower, which reflects its smaller scale, lower operating margin, less globally recognised brands and higher leverage. Nomad Foods Limited (BB/Stable) has a higher rating, despite its more limited geographical diversification and smaller business scale. The rating differential is due to Nomad's lower leverage, and less challenging demand fundamentals for frozen food than for spreads. Premier Foods plc (BB+/Stable), one of the UK's largest packaged food businesses, also has a higher rating than Flora Food Group, which is due to its significantly lower EBITDA gross leverage of below 2.0x. This is balanced by Premier Foods' smaller scale, lower geographical diversification and EBITDA margins. Fitch’s Key Rating-Case Assumptions - Annual organic revenue growth of low single digits over 2026-2028 - EBITDA margin within 25.5% to 26% range in 2026-2028 - Annual capex at around EUR120 million in 2025 (4% of sales) and at around 3.8% of revenue thereafter - No M&A or 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 (bb-, Moderate), Market and Competitive Positioning (bbb-, Moderate), Diversification and Asset Quality (bb, Higher), Company Operational Characteristics (bb+, Lower), Profitability (a-, Lower), Financial Structure (b-, 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 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'. Recovery Analysis The recovery analysis assumes that Flora Food Group would remain a going concern in restructuring and that it would be reorganised rather than liquidated. Fitch assumes a 10% administrative claim in the recovery analysis. Fitch estimates a sustainable, post-reorganisation EBITDA of EUR560 million, on which Fitch bases the enterprise value. Fitch also assumes a distressed multiple of 6.0x, reflecting Flora Food Group's large size, leading market position and high inherent profitability compared with sector peers. Fitch assumes the EUR725 million RCF would be fully drawn in a restructuring. Its waterfall analysis generates a ranked recovery for the TLB and senior secured notes creditors in the 'RR3' band, indicating a 'B+' instrument rating, above the IDR. The recent amend and extend transaction, which included RCF drawing to repay part of the senior secured US dollar non-consent lenders, resulted in the waterfall analysis output percentage improving from 50% to 54% for the senior secured instruments, which resulted in the senior secured rating upgrade. For the senior unsecured notes, its analysis generates a ranked recovery in the 'RR6' band, indicating a 'CCC+' rating based on current metrics and assumptions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to implement the product development strategy, resulting in a continued organic decline in sales and structural deterioration of EBITDA margins to below 20% - EBITDA leverage above 7.5x for a sustained period - Inability to generate positive FCF margins in mid-single digits, due to higher-than-expected restructuring charges or unfavourable changes in working capital - EBITDA interest coverage below 2.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of the corporate strategy, resulting in EBITDA increasing towards EUR900 million - Steady profitability, with FCF in mid-single digits, on a sustained basis - EBITDA leverage declining towards 6.0x Liquidity and Debt Structure Flora Food Group had EUR225 million cash at end-September 2025 as well as access to a EUR700 million RCF (EUR97 million drawn), which has been increased to EUR725 million in 2026. Liquidity is supported by its projection of strong positive FCF. The company also has access to a factoring line, of which EUR107 million was used at end-2024. Flora Food Group successfully refinanced its TLB in 2025 and launched a new secured euro private placement in 1Q26, extending maturities to 2030. Issuer Profile Flora Food Group is the world's largest multi-category plant-based food producer, including spreads and butter operating in more than 100 countries. 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 Sigma Holdco BV. ESG Considerations Sigma Holdco BV has an ESG Relevance Score of '4' for Exposure to Social Impacts due to a deterioration in its revenue performance from potential perception about the healthiness of its products in certain consumer cohorts, 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 ----------- ------ -------- ----- Flora Food Management US Corp senior secured LT B+ Upgrade RR3 B Flora Food Management B.V. senior secured LT B+ New Rating RR3 senior secured LT B+ Upgrade RR3 B Sigma Holdco BV LT IDR B Affirmed B subordinated LT CCC+ Affirmed RR6 CCC+ STELLANTIS NV: S&P Rates Proposed Hybrid Securities 'BB' -------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term issue rating to the proposed three tranches of five-year, six-year-and-three months, and seven-year-and-nine-months noncall, perpetual, optionally deferrable, and subordinated hybrid notes to be issued by Stellantis N.V. The completion and size of the company's inaugural hybrid issuance will be subject to market conditions. On Feb. 6, 2026, Stellantis communicated that it had obtained authorization for the issuance of up to EUR5 billion of hybrid instruments to strengthen its balance sheet as the company is undergoing its business transformation. If the company were to issue the maximum amount of EUR5 billion hybrids, S&P estimates the ratio of outstanding hybrids to adjusted capitalization at about 9%, well below the 15% limit that caps the stock of hybrids that may receive equity content under our criteria. S&P said, "We classify the proposed hybrid notes as having intermediate equity content until their first reset dates in June 2031, Sept. 2032, and March 2034, respectively. This is because the notes meet our criteria in terms of subordination, availability to absorb losses, and optional deferability during this period. Therefore, in our calculation of Stellantis' credit ratios, we will treat 50% of the principal outstanding under the proposed hybrids as equity rather than debt. We will also treat 50% of the related payments on the hybrids as equivalent to a common dividend." The current two-notch difference between S&P's 'BB' issue rating on the proposed hybrid notes and its 'BBB-' issuer credit rating on Stellantis reflects the following downward adjustments from the issuer credit rating: -- One notch for the subordination of the proposed notes, because the long-term issuer credit rating on Stellantis is investment-grade (higher than 'BB+'); and -- An additional notch for payment flexibility, due to the optional deferability of interest. S&P said, "The deduction for payment flexibility is only one notch because we consider that there is a relatively low likelihood that Stellantis will defer interest payments. Should our view on this likelihood change, we may increase the number of notches we deduct to determine the issue rating on the proposed hybrids. We may lower the issue rating before we lower the issuer credit rating." The documentation of the proposed notes provides for mandatory settlement of interest arrears upon payment of a dividend or repurchases of shares by Stellantis, save for repurchases of shares under an existing share buy-back program. Key factors in S&P's assessment of the securities' availability to absorb losses Although the proposed notes are perpetual, the issuer may redeem them between the first call date in March 2031 and the first reset date in June 2031 for the five-year noncall euro tranche, between the first call date in June 2032 and the first reset date in September 2032 for the six-year-and-three months noncall pound sterling tranche, and between the first call date in December 2033 and March 2034 for the seven-year-and-nine months noncall euro tranche. In addition, the issuer may redeem the instruments on each interest payment date thereafter and the notes may be purchased at any time. The notes may also be called at any time for tax, rating, and accounting events, or if 75% or more of the notes have already been redeemed. Moreover, the documentation includes a make-whole redemption at a premium to par, and provides for redemption in case of a change of control. S&P sees those redemption events as remote external events, independent of issuer intent. With certain exceptions, the issuer intends to redeem or repurchase the notes only to the extent that they are replaced with instruments with equivalent equity content, but it is not obliged to do so. S&P believes Stellantis considers the proposed instruments as a long-term element of its capital structure, because has strong incentives to keep them as an additional buffer as it undergoes its turn-around strategy. This mitigates the likelihood that it will redeem or repurchase the securities without replacing them, beyond situations provided for in our criteria. The coupon to be paid on the proposed securities will be fixed until the first reset date, and will equal the sum of the applicable benchmark rate plus the initial margin, plus pre-defined step-ups thereafter. The margin for the five-year noncall euro securities will increase by 25 basis points (bps) in 2036 and by a further 75 bps in 2051. For the six-years-and-three months noncall pound sterling securities the margin will increase by 25 basis points (bps) in 2037 and by a further 75 bps in 2052. For the seven-years-and-nine-months noncall euro securities, the margin is set to increase by 25 bps in 2039 and by a further 75 bps in 2054. S&P said, "We consider the cumulative 100 bps step-up for each set of securities, which is unmitigated by any definitive commitment to replace the respective instruments, as an incentive for Stellantis to redeem the instruments. This leads us to view the dates of the second step-up in 2051, 2052, and 2054, respectively, as the instruments' effective maturity dates. Consequently, we will no longer recognize the instruments as having intermediate equity content after the first reset dates, because the remaining period until their effective maturity would then be less than 20 years." Key factors in S&P's assessment of the securities' subordination The proposed securities will constitute unsecured and subordinated obligations of the issuer. As such, the securities will be subordinated to senior instruments, and rank senior only to the issuer's ordinary and other classes of shares, or instruments that expressly have a junior ranking to the securities. Key factors in our assessment of the securities' deferability S&P said, "In our view, Stellantis' option to defer payment of interest on the proposed notes is discretionary. This means that the issuer may elect not to pay accrued interest on an interest payment date. However, any outstanding deferred interest would have to be settled in cash if, for example, the issuer paid interest on the next interest payment date, the issuer repurchased equally ranked securities, or Stellantis declared a dividend on or initiated repurchases of lower-ranking instruments, such as common shares. This condition remains acceptable under our methodology since the issuer can still choose to defer the next interest payment date after settling a previously deferred amount." Stellantis retains the option to defer interest throughout the life of the securities. The deferred interest is cumulative and compounding. =========== R U S S I A =========== KAPITAL SUGURTA: Fitch Lowers IFS Rating to 'CCC' ------------------------------------------------- Fitch Ratings has downgraded Uzbekistan-based Kapital Sugurta JSC's (Kapital Sugurta) Insurer Financial Strength (IFS) rating to 'CCC' from 'B-'. The downgrade reflects Fitch's assessment of Kapital Sugurta's weaker business profile, driven by higher business risk and exposure to financial-risk insurance, as well as uncertainty regarding the insurer's strategy. The downgrade also reflects Kapital Sugurta's very limited capital buffer in excess of the minimum regulatory requirement and deteriorating financial performance. The rating continues to reflect high investment and reserving risks and moderate reliance on reinsurance. Key Rating Drivers Weaker Business Profile: Kapital Sugurta's business profile has weakened, in Fitch's view, reflecting aggressive growth and elevated business risk, combined with a small operating scale in absolute terms (2024 gross written premiums: USD26 million; equity: USD4 million). The business mix remains concentrated, with financial risk insurance, a risky line in the Uzbek insurance market, accounting for 69% of net premiums in 2025 — up from 53% in 2024. The weakened business profile assessment also reflects the elevated turnover in top management of the insurer and the company's limited ability to diversify away from high-risk financial risk insurance, which the company aims to reduce strategically. This strategic condition highlights elevated execution risks and uncertainty over management's ability to deliver the stated strategy and restore sustainable profitability. Higher Financial Leverage, Weaker Solvency: Fitch assesses capitalization and leverage as very weak. Fitch-calculated financial leverage increased to 31% at end-2024 from 0% at end-2023 following debt raised in 2024 to finance construction-project investments. Although construction was terminated and the project successfully realized, outstanding bank-loan liabilities remained on the company's balance sheet at end-2025. Fitch understands this project was disposed of to a third-party investor in 2025; however, the valuation of the project and the terms of the disposal have not been made public. Fitch's Prism Global model score was 'Weak' at end-2024 and Fitch expects the score to have remained 'Weak' at end-2025, based on a pro forma assessment under local GAAP. The company's regulatory solvency margin remained very low at 101% at end-2025 (109% at end-2024). Fitch expects solvency headroom to remain limited, given continued rapid business growth and limited internal capital generation. Assumed no Payment Interruption: Fitch assumes the company continues to service its insurance and financial obligations in full and on time, with no payment interruption. Evidence of payment interruption would result in the downgrade the company's rating to 'C', based on the results of a bespoke recovery analysis Fitch has developed. The agency's bespoke analysis stresses Kapital Sugurta's assets and liabilities through the application of haircuts and an allowance for potential reserve deficiencies. Under this scenario, Fitch estimates recoveries for policyholder liabilities of 31%-50%, consistent with 'Average' recoveries under Fitch's "Insurance Rating Criteria." Negative Financial Performance: Kapital Sugurta has a record of weak financial performance measured under IFRS. Return on equity (ROE) was -8.7% in 2024 (2023: -4.3%; three-year average: -3.8%). Underwriting performance is weak, with a combined ratio of 109% in 2024 (2023: 107%) and an operating ratio of 103% (2023: 101%). IFRS financials for 2025 were not available at the date of analysis; however, under local GAAP, ROE improved to 4% in 2025 from 0% in 2024, supported by a one-off gain from the sale of a tourist complex. Fitch expects earnings to remain weak and volatile. The company is growing rapidly and increasing its exposure to financial risk insurance, which could amplify downside risk if growth slows or financial risk insurance performance deteriorates. High Investment Risk: Fitch views Kapital Sugurta's investment and asset risk as high, with the risky assets ratio (RAR) to capital increasing to 234% at end-2024 from 166% at end-2023, driven largely by a rise in assets held for sale related to investments in a tourist complex. The disposal was completed at end-2025, and Fitch expects the RAR to have declined as a result. However, investment risk remains high due to significant exposure to affiliated JSC ANOR BANK (B-/Negative), primarily through deposits (61% of total at end-2025; 31% at end-2024) and, to a lesser extent, equity investments (22% at end-2025 and end-2024). In addition, Kapital Sugurta has UZS36 billion invested in an affiliated life insurer, representing further 76% of investments. The life insurer is still at an early stage of underwriting, which adds to execution and performance risk. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Evidence of missed or delayed payments on insurance or financial obligations, or a material increase in the likelihood of payment interruption; - -Deterioration of the capital position, evidenced by a breach of regulatory capital requirements without timely and credible restoration of capital buffers; - Deterioration in the Fitch assessment of the company profile, including weaker business risk profile, reduced diversification, governance or execution shortcomings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement in the company profile assessment, supported by a stronger business risk profile, greater diversification and a track record of successful strategy execution; - Strengthening of the capital position, with a larger buffer above minimum capital requirements and successful repayment of outstanding debt. ESG Considerations Kapital Sugurta has an ESG Relevance Score of '4' for Management Strategy and Governance Structure due to elevated turnover in top management of the insurer and the company's limited ability to diversify away from high-risk financial risk insurance, which the company aims to reduce strategically. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Kapital Sugurta JSC LT IFS CCC Downgrade B- =========== T U R K E Y =========== TPAO VARLIK: Fitch Assigns 'BB-' Rating to USD1BB Sr. Unsec. Certs. ------------------------------------------------------------------- Fitch Ratings has assigned TPAO Varlık Kiralama A.S.'s lease certificate issuance programme and the USD1 billion senior unsecured certificates due March 2031 issued under this programme final ratings of 'BB-'. The Recovery Rating is 'RR4'. Turkiye Petrolleri Anonim Ortakligi (TPAO; BB-/Positive) is the obligor, seller, lessee and servicing agent. TPAO Varlık Kiralama A.S 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 its balance sheet. 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 issuer's ability to satisfy payments due on the certificates ultimately depends on TPAO satisfying its unsecured payment obligations to the issuer under the transaction documents. In addition to TPAO's propensity to ensure repayment by TPAO Varlık Kiralama A.S, Fitch believes it is also 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 are 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 of them to any third party, provided that any sublease does not affect, impair or reduce the obligations of TPAO and any use of these lease assets 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 failed 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 are governed by English law while others are 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 and the country's primary upstream operator. TPAO Varlık Kiralama A.S is a special-purpose vehicle formed to house the sukuk programme of TPAO, which is the direct obligor. Date of Relevant Committee 04-Feb-2026 Public Ratings with Credit Linkage to other ratings TPAO's rating is constrained by Turkiye's sovereign rating. 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.S. 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 Prior ----------- ------ -------- ----- TPAO Varlık Kiralama A.S. senior unsecured LT BB- New Rating RR4 senior unsecured LT BB- New Rating RR4 BB-(EXP) =========================== U N I T E D K I N G D O M =========================== CREDIT CAPITAL: BTG Begbies Appointed as Joint Administrators ------------------------------------------------------------- Credit Capital Corporation International Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001399, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Credit Capital Corporation International engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP 31st Floor, 40 Bank Street London, E14 5NR Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com GWENT CABLES: Quantuma Appointed as Administrators -------------------------------------------------- Gwent Cables Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales Court Number CR-2026-001089, and Nicholas Simmonds (IP No. 9570) and Chris Newell (IP No. 13690) of Quantuma Advisory Limited were appointed as administrators on February 25, 2026. Gwent Cables engages in the manufacture of other electronic and electric wires and cables. The company's registered office is at Unit 14-15 John Baker Close, Llantarnam Industrial Park, Cwmbran NP44 4AX and it is in the process of being changed to 1st Floor, 21 Station Road, Watford, Herts WD17 1AP. The company's principal trading address is at Unit 14-15 John Baker Close, Llantarnam Industrial Park, Cwmbran NP44 4AX. The Administrators can be reached at: Nicholas Simmonds (IP No. 9570) Chris Newell (IP No. 13690) Quantuma Advisory Limited 1st Floor, 21 Station Road Watford, Herts, WD17 1AP For further details, contact: Elliot Segal Tel: 020 3856 6720 Email: elliot.segal@quantuma.com INEOS QUATTRO: Fitch Lowers Long-Term IDR to 'B', Outlook Negative ------------------------------------------------------------------ Fitch Ratings has downgraded INEOS Quattro Holdings Limited's Long-Term Issuer Default Rating to 'B' from 'B+'. The Outlook is Negative. Fitch has also downgraded the senior secured ratings to 'B+' from 'BB-'. The Recovery Rating is 'RR3'. The downgrade reflects the increase in INEOS Quattro's already high leverage and continued decline in EBITDA, as the prolonged downturn in the chemical sector driven by weak demand and oversupply affects margins. The IDR is supported by INEOS Quattro's large scale, diversification and leading market positions. The Negative Outlook reflects potential for sustained margin pressure driven by capacity additions and limited visibility of market-balancing asset closures as well as the uncertain timing and magnitude of demand recovery in end markets, which together may reduce INEOS Quattro's deleveraging prospects. Underperformance versus its 2026 forecast would lead to a negative rating action. Key Rating Drivers High Leverage, Recovery Delayed: INEOS Quattro's EBITDA fell by around 20% yoy in 2025 to EUR578 million, underperforming its forecast for 2025 by around 23%. This was driven by oversupply across its value chains, capacity additions, weak demand and competitive pressure. Fitch expects EBITDA net leverage to have peaked at 9.3x in 2025, from 7.0x in 2024. Fitch assumes EBITDA recovery to EUR728 million in 2026 followed by around EUR1 billion in 2027 and around EUR1.2 billion in 2028, reducing EBITDA net leverage to 7.2x in 2026 and 5.4x in 2027. Fitch does not incorporate material proceeds from disposals in its rating case. Refinancing Risk Reduced: As of December 2025, INEOS Quattro had about EUR1 billion of debt maturing in early 2027 and an ample cash balance of EUR1.6 billion. To bolster liquidity the company has entered into two new inventory monetisation agreements of about EUR300 million for two years to January 2028 and received a commitment from its shareholders of EUR200 million equity funding. The undrawn EUR790 million receivables securitisation programme was extended in January 2026 for three years. The next material maturities of around EUR4 billion are in 2029 and in the absence of recovery in earnings over the next two years, refinancing pressure could materially increase in 2028. Cost, Capex Reduction Continues: INEOS Quattro suspended dividends, reduced capex to strict maintenance, closed some assets and plans a further EUR130 million of cost reductions in 2026. Fitch assumes it will not restore dividends while net debt/EBITDA remains well above 3x. Fitch expects free cash flow (FCF) breakeven to be achieved only in 2027 as slow recovery and a high interest burden of about EUR500 million constrains its cash generation. Capacity Closures Insufficient: Capacity closures have not rebalanced the market and supply from Asia and weak demand continue to prevent sustainable recovery. Fitch expects low utilisation rates to continue and capacity rationalisation to likely accelerate in 2026, as scope for further cost savings narrows. Global styrene and acetyls capacity is expected to peak in 2026, while net capacity additions for acrylonitrile butadiene styrene (ABS) in China will continue until 2027. Additions are expected to slow for purified terephthalic acid (PTA) and polyvinyl chloride (PVC). Inovyn Underperforms: Inovyn, which accounted for around 30% of 2025 reported EBITDA, faced a steep earnings decline as imports into Europe from Asian markets more than offset the benefit from the introduction of anti-dumping duties by the EU on suspension polyvinyl chloride (PVC) from Egypt and the US. Fitch expects Inovyn's focus on cost savings in 2026-2027 coupled with higher focus on specialty products to drive a moderate recovery in margins in 2026.The EU may introduce new protection measures towards end-2026, but the recovery remains uncertain and will depend on sustainable demand growth from end markets such as construction. Styrolution Weak but Stable: Styrolution contributed around 40% of reported EBITDA and reported 4% yoy reduction in earnings in a difficult market where higher average styrene spreads were offset by weak demand for polyester and turnaround in 4Q25. Fitch expects the segment to improve in 2026 due to the introduction of tariffs on ABS imports from South Korea and Taiwan to the EU and moderating growth in capacity additions. Fitch expects continued challenges from end markets such as automotives with more stable demand from industrials. Aromatics Breakeven: INEOS Quattro's aromatics assets ended 2025 at breakeven despite their sound regional cost positions. Fitch expects modestly positive EBITDA in 2026 due to lower PTA capacity additions. Acetyls Operating Rates Reduced: Capacity utilisation at acetyls were down in 2025 to 65%-70% from above 80% in 2024 as export volumes from capacity additions from China squeezed volumes and margins. Reported EBITDA was flat compared with 2025 but included a EUR86 million one-off commercial settlement. Fitch assumes muted recovery in the acetyls business until demand in Europe and the US recovers strongly enough to absorb capacity additions. Diversified Global Leader: INEOS Quattro operates in four chemical value chains and is a top three producer in North America and Europe for some products but is more mid-tier in the more fragmented Asian market. Styrolution and Inovyn offer more value-added products, leading to a higher, albeit limited pricing power, while the aromatics and acetyls businesses produce pure commodity chemicals and have more volatile earnings. Rated on Standalone Basis: INEOS Quattro is part of the wider INEOS Limited group. Fitch rates the company on a standalone basis. It operates as a restricted group with no cross-guarantees or cross-default provisions with INEOS Limited or other entities within the wider group. Peer Analysis INEOS Quattro's divisions operate in similar sectors as Olin Corporation (BB+/Negative), Westlake Corporation (BBB/Stable) or Celanese Corp. (BB+/Negative), but these peers have stronger mid-cycle EBITDA margins. Westlake operates with low leverage, with EBITDA net leverage at or below 3x whereas Fitch expects Olin and Celanese's EBITDA leverage to remain around 4x-5x. INEOS Quattro's business profile is comparable with INEOS Group Holdings S.A.'s (IGH; BB-/Negative), in scale, global reach and business diversification. However, IGH has a cost advantage at its US sites, and feedstock flexibility in Europe. Fitch forecasts IGH and INEOS Quattro's leverage at broadly similar levels in 2026-2029 but expect IGH's FCF to recover more strongly once Project One comes online. Synthos Spolka Akcyjna (BB/Negative) mainly manufactures synthetic rubber and insulation materials, with operations concentrated in central Europe. It is smaller and less diversified than INEOS Quattro, has similar EBITDA margins in the mid-teens, but benefits from strong vertical integration and maintains lower EBITDA net leverage, which Fitch forecasts at or below 2.5x from 2026. Fitch’s Key Rating-Case Assumptions - EBITDA margin of 6% in 2026, growing to 7% in 2027, 8.5% in 2028 and 9% in 2029 - Capex at 2%-3% of sales - No dividends in 2026-2029 - No acquisitions in 2026-2029 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 (bb+, Moderate), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (bbb-, Higher), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb-, 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: 10% weight for the historical year 2024, 10% for the forecast year 2025, 10% for the forecast year 2026, 20% for the forecast year 2027, 30% 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 '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 standalone approach. Recovery Analysis The recovery analysis assumes that INEOS Quattro would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. The GC EBITDA estimate reflects its view of a sustainable, post-reorganisation EBITDA level, on which Fitch bases its enterprise valuation. The GC EBITDA of EUR1 billion reflects a gradual recovery of the market from its trough and corrective actions taken by the company to reduce costs and close or dispose unprofitable assets. Fitch uses a multiple of 5.5x to calculate a GC enterprise value for INEOS Quattro based on its global scale, market leading positions, diversification and cost position. Fitch assumes that INEOS Quattro would replace its EUR630 million securitisation, corresponding to the highest amount available to be drawn in the last 12 months, with an equivalent super-senior facility when approaching distress. Fitch assumes that INEOS Quattro will fully utilise the EUR300 million inventory financing facilities when approaching distress and these are treated as prior ranking. After deducting 10% for administrative claims, Fitch's analysis resulted in a waterfall-generated recovery computation for the first-lien senior secured debt in the 'RR3' band, indicating a 'B+' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage above 6.5x on a sustained basis - EBITDA gross leverage consistently above 7.0x - EBITDA interest coverage below 1.5x on a sustained basis - Deeply negative FCF leading to a material weakening of liquidity and increasing refinancing risk Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage below 5.5x on a sustained basis - EBITDA gross leverage below 6.0x on a sustained basis - EBITDA interest coverage above 2.5x on a sustained basis Liquidity and Debt Structure INEOS Quattro maintains strong liquidity, with EUR1.6 billion cash and equivalents at end-December 2025, which fully covers changes in working capital and debt amortisation until 2027, when about EUR1 billion debt comes due. In addition, it has undrawn securitisation facilities that provide about EUR0.8 billion in short-term funding. Its rating case anticipates negative FCF in 2026 and neutral FCF in 2027, before turning positive from 2028. Fitch also expects liquidity to be supported by EUR200 million incremental equity funding expected in 2026. INEOS Quattro has a prudent liquidity and debt management policy to hold sizeable cash and to refinance debt well ahead of its maturity through diversified capital markets. More than 80% of debt is due in 2029-2031. About 70% of debt is subject to variable rates. Fitch expects its interest burden to slightly moderate to about EUR500 million a year, in line with its assumptions of decreasing policy rates in the eurozone and the US. INEOS Quattro's debt mostly comprises senior secured debt following repayment of its senior unsecured debt. Issuer Profile INEOS Quattro is a diversified producer of chemical commodities and intermediates. Its main products are styrenics, vinyls, aromatics and acetyls. 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 INEOS Quattro Holdings 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 ----------- ------ -------- ----- INEOS Quattro Finance 2 Plc senior secured LT B+ Downgrade RR3 BB- INEOS Styrolution US Holding LLC senior secured LT B+ Downgrade RR3 BB- INEOS Quattro Holdings Limited LT IDR B Downgrade B+ INEOS US Petrochem LLC senior secured LT B+ Downgrade RR3 BB- INEOS Quattro Holdings UK Limited senior secured LT B+ Downgrade RR3 BB- INEOS Styrolution Group GmbH senior secured LT B+ Downgrade RR3 BB- INTERLEND HOLDINGS: BTG Begbies Appointed as Administrators ----------------------------------------------------------- Interlend Holdings Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001377, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Interlend Holdings engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP 31st Floor, 40 Bank Street, London E14 5NR Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com MARKET FINANCIAL GB: BTG Begbies Appointed as Administrators ------------------------------------------------------------ Market Financial Solutions (GB) Limited, was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court Number CR-2026-001370, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Market Financial Solutions (GB) engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP Pearl Assurance House, 319 Ballards Lane London, N12 8LY Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com MARKET FINANCIAL LONDON: BTG Begbies Tapped as Administrators ------------------------------------------------------------- Market Financial Solutions (London) Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001376, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Market Financial Solutions (London) engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP 31st Floor, 40 Bank Street, London, E14 5NR Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com MARS HOLDINGS: BTG Begbies Appointed as Administrators ------------------------------------------------------ Mars Holdings Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001405, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Mars Holdings engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR(Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP 31st Floor, 40 Bank Street London, E14 5NR Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com MONTGOMERY SQUARE 1: S&P Assigns Prelim. B-(sf) Rating on X Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Montgomery Square Consumer Funding 1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, and X-Dfrd notes. At closing, the issuer will also issue unrated S and Y certificates. Montgomery Square Consumer Funding 1 is the first public securitization of a portfolio of unsecured consumer loans originated and serviced by Fintern Ltd. (trading as Abound) in the U.K. Fintern was incorporated as a private limited liability company in England and Wales on Feb. 19, 2020. S&P views Abound's origination, underwriting, servicing, and risk management policies and procedures to be in line with market standards and adequate to support the preliminary ratings assigned. The class A to G-Dfrd notes redeem pro rata, subject to sequential amortization triggers. The class A and B-Dfrd notes benefit from a dedicated partially funded reserve fund. The reserve fund is available to provide liquidity support and pay interest on specified notes (B-Dfrd when senior) and expenses. Abound will remain the initial servicer of the loans. The standby servicer, Equiniti Gateway Ltd. (trading as Lenvi), has plans to be operational within 30 days of a servicer termination event. Citibank Europe PLC acts as the interest rate swap provider. S&P expects to assign ratings on the closing date subject to an ongoing satisfactory review of the transaction documents and legal opinions. Preliminary ratings Prelim Preliminary Class rating class size (%) A AAA (sf) 80.00 B-Dfrd AA (sf) 5.25 C-Dfrd A (sf) 4.50 D-Dfrd BBB+ (sf) 3.75 E-Dfrd BB (sf) 3.50 F-Dfrd B (sf) 1.50 G-Dfrd B- (sf) 1.50 X-Dfrd§ B- (sf) 4.25 S Certificates NR N/A Y Certificates NR N/A VRR Loan Note** NR N/A *S&P's preliminary rating on the class A notes addresses timely payment of interest and ultimate repayment of principal. Its ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, and X-Dfrd notes address the ultimate repayment of both interest and principal, and consider the timely payment of interest, excluding any previously deferred amounts, once the class is the most senior. §The class X-Dfrd notes are not asset-backed. Their proceeds will fund the reserve accounts and pay any issuance expenses. **The VRR loan note is issued for risk retention. Dfrd--Deferrable. NR--Not rated. N/A--Not applicable. OSPREY ACQUISITIONS: Fitch Affirms 'BB+' LT Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed eight UK water network 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 For full key ratings drivers for each issuer, see the RACs listed below: Severn Trent Water Limited, Hafren Dyfrdwy and Severn Trent PLC Fitch Affirms Severn Trent Water's IDR at 'BBB+'; Senior Unsecured at 'A-' dated 27 February 2025 United Utilities Water Limited and United Utilities PLC Fitch Affirms UUW's Senior Unsecured at 'A-'; Downgrades UU's Senior Unsecured to 'BBB+', dated 12 February 2025 South West Water Limited Fitch Affirms South West Water's IDR at 'BBB+'/Stable; Senior Unsecured at 'A-', dated 4 March 2025 Wessex Water Limited Fitch Revises Wessex Water's Outlook to Negative; Affirms Senior Unsecured at 'BBB+', dated 3 March 2025 Osprey Acquisitions Limited Fitch Revises Osprey Acquisition's Outlook to Negative; Affirms Anglian Debt at 'A-', dated 14 February 2025 Peer Analysis Refer to the RAC for each issuer. Fitch's Key Rating-Case Assumptions Refer to the RAC for each issuer. 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): Severn Trent Water Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a-, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (a-, Moderate), Profitability (bbb, Moderate), Financial Structure (bbb+, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for each of the forecast years from 2026 to 2030 for cash and nominal post maintenance interest coverage ratio (PMICR) and 100% weight for the forecast year 2030 for gearing. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb+'. Hafren Dyfrdwy - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a-, Moderate), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bbb+, Moderate), 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 each of the forecast years from 2026 to 2030 for cash and nominal PMICR and 100% weight for the forecast year 2030 for gearing. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb+'. Severn Trent PLC - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (a-, Moderate), Profitability (bbb, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (bbb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 100% weight for the forecast year 2030 for gearing (end of current regulatory period). - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb'. United Utilities Water Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a-, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (a-, Moderate), Profitability (bbb, Moderate), Financial Structure (bbb+, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for each of the forecast years from 2026 to 2030 for cash and nominal PMICR and 100% weight for the forecast year 2030 for gearing. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb+'. United Utilities PLC - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (a-, Moderate), Profitability (bbb, Moderate), Financial Structure (a-, Higher), and Financial Flexibility (bbb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 100% weight for the forecast year 2030 for gearing (end of current regulatory period). - 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. - The SCP is 'bbb'. South West Water Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (a-, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (bbb+, Moderate), Profitability (bbb, Moderate), Financial Structure (bbb+, Higher), and Financial Flexibility (a-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for each of the forecast years from 2026 to 2030 for cash and nominal PMICR and 100% weight for the forecast year 2030 for gearing. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb+'. Wessex Water Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), Company Operational Characteristics (bb+, Moderate), Profitability (bb+, Moderate), Financial Structure (bbb, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 100% weight for the forecast year 2030 for gearing (end of current regulatory period). - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'bbb-'. Osprey Acquisitions Limited - Business and financial profile factors (assessment, relative importance): Management (bbb, Lower), Sector Characteristics (bbb, Higher), Market and Competitive Positioning (bbb+, Moderate), Diversification and Asset Quality (bbb+, Lower), 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: 100% weight for the forecast year 2030 for gearing (end of current regulatory period). - 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 Refer to the RAC for each issuer. Liquidity and Debt Structure Refer to the RAC for each issuer. Issuer Profile Refer to the RAC for each issuer. Summary of Financial Adjustments Refer to the RAC for each issuer. 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 any of the issuers. ESG Considerations Refer to the RAC for each issuer. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Wessex Water Limited LT IDR BBB- Affirmed BBB- ST IDR F3 Affirmed F3 Severn Trent Water Limited LT IDR BBB+ Affirmed BBB+ senior unsecured LT A- Affirmed A- Anglian Water (Osprey) Financing Plc senior secured LT BBB- Affirmed BBB- senior secured LT BBB- Affirmed RR2 BBB- South West Water Limited LT IDR BBB+ Affirmed BBB+ senior unsecured LT A- Affirmed A- Osprey Acquisitions Limited LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR2 BBB- United Utilities PLC LT IDR BBB Affirmed BBB senior unsecured LT BBB+ Affirmed BBB+ Hafren Dyfrdwy LT IDR BBB+ Affirmed BBB+ senior unsecured LT A- Affirmed A- United Utilities Water Limited LT IDR BBB+ Affirmed BBB+ senior unsecured LT A- Affirmed A- United Utilities Water Finance PLC senior unsecured LT A- Affirmed A- Severn Trent Utilities Finance Plc senior unsecured LT A- Affirmed A- Severn Trent PLC LT IDR BBB Affirmed BBB senior unsecured LT BBB+ Affirmed BBB+ South West Water Finance Plc senior unsecured LT A- Affirmed A- PAVILLION 2024-1: Fitch Alters Outlook on BB- Notes Rating to Neg. ------------------------------------------------------------------ Fitch Ratings has upgraded Pavillion Mortgages 2022-1 PLC's class D and E notes and Pavillion Mortgages 2024-1 PLC's class B and C notes, while affirming the rest. Fitch has also revised the Outlook on Pavillion 2024-1's class F notes to Negative from Stable. Entity/Debt Rating Prior ----------- ------ ----- Pavillion Mortgages 2024-1 PLC A XS2903327885 LT AAAsf Affirmed AAAsf B XS2903328263 LT AAAsf Upgrade AA+sf C XS2903337926 LT AAsf Upgrade AA-sf D XS2903353709 LT Asf Affirmed Asf E XS2903375934 LT BBBsf Affirmed BBBsf F XS2903389307 LT BB-sf Affirmed BB-sf Pavillion Mortgages 2022-1 PLC Class A XS2554836507 LT AAAsf Affirmed AAAsf Class B XS2554836762 LT AAAsf Affirmed AAAsf Class C XS2554837570 LT A+sf Affirmed A+sf Class D XS2554837653 LT A+sf Upgrade Asf Class E XS2554837737 LT BB-sf Upgrade Bsf Transaction Summary Pavillion Mortgages 2022-1 is a securitisation of owner-occupied mortgages originated by Barclays Bank UK PLC and backed by properties in the UK. The securitised loans are predominantly high loan-to-value (LTV) originations (85%-95%), up to and including December 2025, with 74.5% of the borrowers being first-time buyers (FTBs). Pavillion Mortgages 2024-1 is a securitisation of UK prime owner-occupied mortgages originated by Barclays Bank UK Plc in the UK between 2013 and 2024. Barclays Bank UK Plc remains legal title holder and servicer of the assets. KEY RATING DRIVERS Credit Enhancement Build-Up: Both transactions continue to benefit from the sequential pay down of the notes, and non-amortising reserve funds, which have contributed to credit enhancement build-up. This supports the upgrades to the class D and E notes of Pavillion 2022-1 and the class B and C notes of Pavillion 2024-1. Alternative Prepayment Rates: Pavillion 2022-1 and Pavillion 2024-1 have 99.7% and 52.4% of the loans on fixed interest rates - eventually reverting to floating-rates - which are subject to early repayment charges, while the notes pay a SONIA-linked floating rate. The issuers have entered into swaps at closing to mitigate the interest rate risk arising from the fixed-rate mortgages in the pool. The swaps feature a notional balance based on the projected amortisation profile of the fixed-rate loans, which could lead to over-hedging owing to higher defaults or prepayments and lower available revenue in a decreasing interest rate scenario. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine the timing of prepayments. Fitch has, therefore, applied an alternative high prepayment stress that tracks the fixed-rate reversion profile of the pools. The vulnerability to increased prepayments expected in 2027-2029 drives the Outlook revision on Pavillion 2024-1's class F notes to Negative. Late-Stage Arrears Loans: Fitch has assumed that loans greater than nine months in arrears are defaulted loans for the purpose of its asset and cash flow modelling of Pavillion 2024-1. This assumption differs from the 12-month threshold described in the criteria because the weighted average (WA) portfolio pay rate (for principal and interest) remains just above 80% due to non-payers and vulnerable borrowers, based on data provided at closing. This approach addresses yield compression risk from prolonged non-payment without repossession. Fitch has classified 9.5% of the pool as defaulted, with only principal recovery expected. PIR Constrains Junior Notes' Ratings: The class C to E notes in Pavillion 2022-1 do not have access to a funded liquidity reserve to mitigate the payment interruption risk (PIR) during a period of payment interruption. The limited availability of the reserve fund or any other source of liquidity for the class C note constrains its maximum achievable rating at 'A+sf', below the model-implied rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transactions' performance may be affected by changes in market conditions and the economic environment. Weakening asset performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce credit enhancement available to the notes. In addition, unanticipated declines in recoveries could also result in lower net proceeds, which may make notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that an increase in the WA foreclosure frequency (FF) of 15% and a decrease in the WA recovery rate (WARR) of 15% would lead to the following: Pavillion 2022-1: Class A: 'AAAsf' Class B: 'AAAsf' Class C: 'A+sf' Class D: 'BBB+sf' Class E: 'Bsf' Pavillion 2024-1: Class A: 'AAAsf' Class B: 'AA+sf' Class C: 'A+sf' Class D: 'BBB+sf' Class E: 'B-sf' Class F: 'NRsf' 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, potentially, upgrades. Fitch found that a decrease in the WAFF of 15% and an increase in the WARR of 15% would lead to the following: Pavillion 2022-1: Class A: 'AAAsf' Class B: 'AAAsf' Class C: 'A+sf' Class D: 'A+sf' Class E: 'BBBsf' Pavillion 2024-1: Class A: 'AAAsf' Class B: 'AAAsf' Class C: 'AAAsf' Class D: 'AA+sf' Class E: 'A+sf' Class F: 'BBB+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 Pavillion Mortgages 2022-1 PLC 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. Prior to the transaction closing, 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 rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. Pavillion Mortgages 2024-1 PLC 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. Prior to the transaction closing, 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. Prior to the transaction closing, 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 rating agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Pavillion Mortgages 2022-1 has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access and Affordability due to the concentration of FTBs, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Pavillion Mortgages 2024-1 has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access and Affordability due to the concentration of FTBs, 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. TILIA HOLDINGS: BTG Begbies Appointed as Administrators ------------------------------------------------------- Tilia Holdings Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-001374, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Tilia Holdings engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP Pearl Assurance House, 319 Ballards Lane London, N12 8LY Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com VENUS (VHL): BTG Begbies Appointed as Administrators ---------------------------------------------------- Venus (VHL) Holdings Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency Companies List (ChD), Court Number CR-2026-001404, and Stephen Katz (IP No. 8681) and Nimish Patel (IP No. 8679) of BTG Begbies Traynor (London) LLP were appointed as administrators on February 24, 2026. Venus (VHL) Holdings engages in financial intermediation. The company's registered office is at c/o BTG Begbies Traynor, 31st Floor, 40 Bank Street, London, E14 5NR (Formerly: 2nd Floor, 314 Regents Park Road, Finchley, London, England, N3 2JX). The company's principal trading address is at 46 Hertford Street, Mayfair, London, W1J 7DP. The Administrators can be reached at: Stephen Katz (IP No. 8681) BTG Begbies Traynor (London) LLP Pearl Assurance House, 319 Ballards Lane London, N12 8LY Nimish Patel (IP No. 8679) BTG Begbies Traynor (London) LLP Coots & Boots, 29 Farm Street, London, W1J 5RL For further details, contact: Sophia Lodhi Tel: 020 7516 1500 Email: GM-team@btguk.com ********* 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. 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