260320.mbx

260320.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, March 20, 2026, Vol. 27, No. 57 Headlines F R A N C E TSG SOLUTIONS: S&P Affirms B Rating on Proposed Term Loan Upsizing G E R M A N Y XSYS GERMANY: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable I R E L A N D NGC EURO 6: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes VOYA EURO III: S&P Assigns B- (sf) Rating to Class F-R Notes I T A L Y AMPLIFON SPA: S&P Affirms 'BB+' LT ICR Following GN Acquisition RENO DE MEDICI: S&P Downgrades LT ICR to 'SD' on Missed Payment T U R K E Y QNB BANK: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive TURK EKONOMI: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive U K R A I N E SENSE BANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR UKREXIMBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR U N I T E D K I N G D O M 2C SERVICES: FTS Recovery Appointed as Joint Administrators ALUVIEW LTD: Exigen Group Appointed as Administrators BCP V MODULAR III: Fitch Lowers Long-Term IDR to B-, Outlook Stable DRAFT HOUSE: AlixPartners Appointed as Joint Administrators FOODSTORE LTD: Interpath Appointed as Joint Administrators FREIGHT MOVEMENT: BTG Begbies Appointed as Joint Administrators PREMISERV LTD: Ideal Corporate Appointed as Administrator TELEWARE LIMITED: Redman Nichols Appointed as Joint Administrators VELOCITY 2026-1: S&P Assigns B+ (sf) Rating to Class X-Dfrd Notes X X X X X X X X [] BOOK REVIEW: PANIC ON WALL STREET - - - - - =========== F R A N C E =========== TSG SOLUTIONS: S&P Affirms B Rating on Proposed Term Loan Upsizing ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' long term issuer credit rating to Robinson TopCo SAS and Robinson BidCo SAS. At the same time, S&P affirmed its 'B' ratings on TSG Solutions Group SAS and TSG Solutions Holdings S.A. The issue rating on the upsized EUR875 million senior secured term loan B (TLB) (including the proposed EUR125 million add-on) is unchanged at 'B', with a recovery rating of '3', indicating its expectation of meaningful (50%-70%, rounded estimate 50%) recovery in a default scenario. S&P said, "The stable outlook indicates that we expect TSG's revenue to increase and its profitability to expand driven by strong growth in its new energies activities, as well as the resilience of its legacy services for service stations. We forecast that the S&P Global Ratings-adjusted debt-to-EBITDA ratio will decrease to 6.1x by the end of fiscal 2027. TSG will also continue to generate positive adjusted free operating cash flow (FOCF) and funds from operations (FFO) cash interest coverage will remain comfortably above 2.0x in fiscal years 2026 and 2027." Private equity firm CapVest entered into a definitive agreement to acquire a majority stake (52%) in TSG Solutions Group. Management, former controlling shareholder HLD Europe SCA, and other shareholders are each reinvesting cash equity alongside CapVest. HLD will keep minority ownership of 32% of TSG. As part of the transaction, a new parent entity, Robinson TopCo SAS, will be established, and a new intermediate holding company, Robinson BidCo SAS, will raise a EUR125 million fungible add-on to the existing EUR750 million TLB issued by TSG Solutions Holdings S.A., due in May 2032. The proposed change of control meets the requirements for the portability clause embedded in the debt documentation to be exercised. As such, the existing TLB will remain part of the debt structure and the proceeds of the proposed EUR125 million add-on at Robinson BidCo will be used to fund CapVest's acquisition and related fees and expenses, and for general corporate purposes. In addition, the revolving credit facility (RCF) will be upsized by EUR47.5 million to EUR182.5 million, to align with the company's increasing scale. Details of the shareholders' funding have yet to be finalized and could alter S&P Global Ratings-adjusted credits metrics--such as if the final structure or documentation includes features or contractual provisions that would cause us to treat the shareholders' funding, or part of it, as debt-like--but S&P does not expect this would result in a different outcome for the rating, in particular because it will not affect cash flow and cash interest coverage metrics. S&P said, "We continue to forecast strong top-line growth and solid profitability for TSG in fiscal years 2026 and 2027, supported by the rapid growth of its new energies services (mainly electric, gas, and solar). We estimate total revenue growth of about 19% in fiscal 2026 and 12%-13% in fiscal 2027, driven by sound organic revenue growth of about 7%-9% thanks to favorable underlying trends. The main driver is the need to build a dense network of electric vehicle (EV) charging stations to support the electrification of the vehicle stock in Europe, and the maintenance of this infrastructure afterward. We forecast the revenue from traditional service stations equipment maintenance to continue to grow modestly, driven by the recurring nature of the services and price increases. This will be complemented by the full consolidation of acquisitions that closed in previous years, and new bolt-on acquisitions. We forecast mergers and acquisitions investments of about EUR75 million per year from 2027 (including earnout payments for past acquisitions), contributing about EUR100 million of pro forma revenue per year. "We estimate the S&P Global Ratings-adjusted EBITDA margin will increase to about 10.8% in fiscal 2026 from 9.9% in fiscal 2025, thanks to TSG's successful price increase implemented in its fuel and fleet segment's maintenance contracts, selective project implementation in all segments to sustain margins, along with the consolidation of the relatively higher margin new energies businesses. We forecast broadly stable margin thereafter. "Leverage will increase following the transaction, but our forecast credit metrics remain commensurate with the 'B' rating. We forecast higher S&P Global Ratings-adjusted leverage of about 6.8x in fiscal 2026, compared with our previous expectation of 6.1x, due to higher gross debt quantum given the proposed EUR125 million add-on. We project gradual deleveraging to 6.1x in fiscal 2027 and 5.6x in fiscal 2028, mainly owing to expansion in EBITDA. Because new energies activities do not benefit from payment conditions as favorable as the traditional energies maintenance activities, we expect working outflows of EUR20 million-EUR25 million per year in the coming years, compared with inflows or minor outflows historically. However, EBITDA growth and constantly low capital expenditure (capex) requirements of about 3% of revenue (including capex paid through leases, which accounts for about 65% of total capex) will support positive FOCF generation of about EUR24 million in fiscal 2026 and EUR60 million in fiscal 2027. Despite an increase in cash interest expense to about EUR51 million per year, due to the higher gross debt quantum, we forecast that FFO cash interest coverage will remain comfortably above 2.0x, at 2.6x in fiscal 2026, and at 3.0x in 2027. In our view, TSG will continue its bolt-on acquisition strategy to complement organic growth. We factor this fully into the rating. "The stable outlook indicates that we expect TSG's revenue to increase and its profitability to expand thanks to strong growth in its new energies activities, as well as the resilience of its legacy services for service stations. We forecast that the S&P Global Ratings-adjusted debt-to-EBITDA ratio will decrease to 6.1x by the end of fiscal 2027. TSG will also continue to generate positive adjusted FOCF, and FFO cash interest coverage will remain comfortably above 2.0x in fiscal years 2026 and 2027 "We could lower the rating if the company faces a significant revenue and EBITDA contraction caused by unforeseen adverse operating developments. For example, a downgrade could be triggered if the decline in fossil fuel consumption in Europe accelerated, causing many service stations to close, and the ramp-up in carbon-free fuels like gas or electricity was slower than expected, so that the increase did not fully compensate for the decline in fossil fuels. In this scenario, credit metrics would deteriorate, including FOCF turning negative, with no prospects of a return to positive territory, or FFO cash interest coverage falling below 2.0x for a prolonged period. We could also lower the rating if the company undertook large debt-financed acquisitions or made cash returns to shareholders that materially increased leverage. "We could raise the rating if TSG's credit metrics improved beyond our expectations, so that adjusted leverage fell below 5.0x, while FOCF remained sustainably positive. This could occur if there was a faster transition to electricity and gas as a fuel for vehicles than we expect, yielding higher demand for TSG's services. An upgrade would also depend on the financial sponsor committing to maintaining leverage below 5.0x." ============= G E R M A N Y ============= XSYS GERMANY: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed XSYS Germany Holding GmbH's Long-Term Issuer Default Rating (IDR) and senior secured rating at 'B-'. The Outlook on the Long-Term IDR is Stable. The Recovery Rating is affirmed at 'RR4'. The affirmation reflects weaker market conditions in 2025, which delayed earnings recovery and deleveraging, balanced by solid underlying profitability, progress on the integration of MacDermid Graphics Solutions (MGS), and adequate liquidity. Leverage remains high for the rating following the MGS acquisition and slower-than-expected earnings recovery. Fitch expects gradual improvement in credit metrics in the short-to-medium term as earnings stabilise and integration benefits continue to materialise, supporting the Stable Outlook. Key Rating Drivers Weak Market Delays Earnings Recovery: Pro-forma revenue is likely to have declined in 2025 as weaker demand across packaging and printing markets weighed on volumes, particularly in plates and pre-press. Volume declines were broadly consistent with those reported by competitors, supporting Fitch's view that the weakness is not a reflection of deteriorating market share. In addition, 2025 was affected by customer inventory optimisation, which reduced order volumes. Fitch expects trading conditions to stabilise in early 2026 before gradually improving in 2H26, with more significant earnings recovery in 2027 and 2028. XSYS benefits from long-standing customer relationships, typically under three-to-five year contracts, which provide some revenue visibility despite short-term volume volatility. High Leverage and Gradual Deleveraging: Leverage increased materially following the MGS acquisition and weaker- than-expected operating performance in 2025. Lower EBITDA than anticipated has delayed the deleveraging trajectory and resulted in leverage remaining outside the downgrade sensitivity. Fitch expects leverage to improve gradually from 2026 as earnings improve and integration benefits are realised, assuming no additional debt-funded acquisitions. However, deleveraging is slower than previously forecast and remains dependent on volume recovery and the realisation of planned synergies. Further operational underperformance or additional debt could place pressure on the ratings. Solid Profitability Despite Volume Pressure: Fitch estimates Fitch-calculated EBITDA margins remained in the mid-20% in 2025, despite weaker volumes. This was supported by pricing actions, product mix and realised synergies. The combined business with MGS continues to benefit from high contribution margins and cost initiatives implemented following the acquisition. Fitch expects margins to improve gradually towards the high 20% levels over the medium term as volumes recover, prices improve and further synergies are realised. MGS Integration Broadens Scale: The integration of MGS has progressed in line with expectations and is largely complete, with net synergies delivered in 2025 and further benefits expected in 2026. The acquisition has broadened XSYS's scale and product offering, strengthening its position in flexographic plates. Execution risk has declined as the integration has progressed and the combined operations are now largely aligned. Continued delivery of planned synergies and stable operating performance remain important to supporting the deleveraging trajectory. Adequate Liquidity Supports Stability: Liquidity remains adequate, supported by available cash and an undrawn revolving credit facility (RCF). There are no near-term refinancing pressures. Free cash flow (FCF) was likely to have been modest in 2025 due to acquisition-related costs and interest burden, while working capital movements provided temporary support. Fitch expects positive FCF generation over 2026-2029, although cash flow remains sensitive to earnings volatility and working capital swings. Peer Analysis XSYS's business profile is constrained like those of Flender International GmbH (B+/Stable), EVOCA S.p.A. (B/Negative) and Ammega Group B.V. (B-/Negative), but with a less diversified product range and market exposure than its large industrial peers. Nevertheless, it has good geographical diversification, similar to Ahlstrom Oyj (B/Stable), Ammega, Flender, and INNIO Holding GmbH (B+/Stable). XSYS's financial profile features solid double-digit EBITDA margins, which are higher than those of some Fitch-rated diversified industrials peers, such as Flender, TK Elevator Holdco GmbH (B/Positive) and Ahlstrom, but are close to EVOCA's margins. Fitch forecasts a material improvement of FCF margins from 2026, to levels comparable with those forecast for INNIO and EVOCA. Projected high EBITDA leverage of 7.9x at end-2026 is similar to those of Ammega and TK Elevator, but is higher than EVOCA's, Flender's, and Ahlstrom's. Fitch’s Key Rating-Case Assumptions - Revenue of about EUR320 million-330 million in 2025 (about EUR340 million-350 million pro rata for MGS). Revenue to rise by 12% in 2026 and a further 4% in 2027 and 4% in 2028. - Costs initiatives to drive EBITDA margin to about 25% in 2025 and close to 29% from 2028 - Capex at about 4% of revenue in 2025-2028 - No debt amortisation with bullet maturity in 2029 - No M&As before 2028 - No dividend payments before 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-, Lower), Sector Characteristics (bb+, Moderate), Market and Competitive Positioning (b+, Moderate), Diversification and Asset Quality (bb+, Higher), Company Operational Characteristics (bb+, Moderate), Profitability (bbb, Moderate), Financial Structure (ccc, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the forecast year 2025, 40% for the forecast year 2026, 40% for the forecast year 2027 and 10% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The SCP is 'b-'. To derive the IDR: no other consideration applied. Recovery Analysis - The recovery analysis assumes that XSYS would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. - Fitch assumes a 10% administrative claim. - Fitch estimates the GC EBITDA at EUR83 million, taking into account the acquisition of MGS. The GC EBITDA reflects its view of a sustainable, post-reorganisation EBITDA on which Fitch bases the valuation of the company. - Fitch applies an enterprise value multiple of 5.0x to GC EBITDA to calculate a post-reorganisation valuation. It reflects XSYS' strong market position in the flexographic plates industry, good geographical diversification and expected moderate FCF generation. The enterprise value multiple also reflects XSYS's limited range of products and constrained scale. - Fitch deducts about EUR16.7 million from the enterprise value due to XSYS's use of factoring, in line with its criteria. - Fitch estimates senior debt claims at EUR875 million, which include a senior secured revolving credit facility (RCF) of EUR110 million, EUR685 million senior secured first-lien term loan B (TLB), and an additional EUR80 million secured second-lien TLB. - Its waterfall analysis generates a ranked recovery for XSYS's TLB (excluding the second-lien TLB) equivalent to a Recovery Rating of 'RR4', leading to a 'B-' rating for the secured debt, in line with the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 7.5x - EBITDA interest coverage below 1.5x - FCF margin consistently negative - Failure to deliver EBITDA margin growth with cost-optimisation initiatives and a structurally weaker business profile Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 6.0x - EBITDA interest coverage above 2.5x - FCF margin consistently above 3% Liquidity and Debt Structure At end-Q325, XSYS had readily available cash of about EUR25 million (net of Fitch-restricted cash of about EUR3 million) and an undrawn RCF facility of EUR110 million, due August 2028. The RCF was increased in 2025 from EUR80 million following the MGS acquisition, further supporting its liquidity. Positive FCF generation over 2026-2029 will be an additional liquidity cushion. XSYS has a favourable debt maturity profile, after it issued in 2025 a EUR250 million tap on its EUR435 million first-lien TLB due February 2029, and it also has a second-lien TLB of EUR80 million due February 2030. In addition, XSYS has a EUR89 million shareholder loan that matures six months after the second-lien TLB, which Fitch views as equity-like. Issuer Profile XSYS is a leading provider of mission-critical consumables (printing plates and sleeves) and equipment solutions to the global flexographic printed packaging industry. 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 XSYS. 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 ----------- ------ -------- ----- XSYS Germany Holding GmbH LT IDR B- Affirmed B- senior secured LT B- Affirmed RR4 B- ============= I R E L A N D ============= NGC EURO 6: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes ------------------------------------------------------------- Fitch Ratings has assigned NGC Euro CLO 6 DAC expected ratings as detailed below. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ NGC Euro CLO 6 DAC A XS3231181085 LT AAA(EXP)sf Expected Rating B XS3231181242 LT AA(EXP)sf Expected Rating C XS3231181838 LT A(EXP)sf Expected Rating D XS3231182059 LT BBB-(EXP)sf Expected Rating E XS3231182216 LT BB-(EXP)sf Expected Rating F XS3231182489 LT B-(EXP)sf Expected Rating Subordinated Notes XS3231182646 LT NR(EXP)sf Expected Rating Transaction Summary NGC Euro CLO 6 DAC is a securitisation of mainly senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds will be used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Nassau Global Credit (UK) LLP (Nassau). The collateralised loan obligation (CLO) will have a 4.5-year reinvestment period and an 8.5-year weighted average life test (WAL test). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor of the identified portfolio is 23.6. 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 62.3%. Diversified Portfolio (Positive): The deal will have a concentration limit for the largest 10 obligors at 20%. The transaction has a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40% and a maximum fixed-rate asset limit of 10%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have an approximately 4.5-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' bucket limit test and a WAL covenant that progressively steps down over time, both before and after the end of the reinvestment period. This ultimately reduces the maximum possible risk horizon of the portfolio when combined with loan pre-payment expectations. 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 have no impact on the class A, B and C notes, and would lead to downgrades of one notch each for the class D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B to F notes each have a cushion of two notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. There is no cushion for the class A notes, as they are at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either 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 three notches each for the class A and D notes, up to four notches each for the class B and C 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 three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are 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 remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread being available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations 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 rating 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 NGC Euro CLO 6 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. VOYA EURO III: S&P Assigns B- (sf) Rating to Class F-R Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Voya Euro CLO III DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer has EUR26.75 million of outstanding unrated subordinated notes at closing and also issued an additional EUR5.00 million of subordinated notes. This transaction is a reset of the already existing transaction. At closing, the existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The transaction has a 1.50-year noncall period and the portfolio's reinvestment period ends 4.50 years after closing. Under the transaction documents, the rated notes pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payment. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,803.99 Default rate dispersion 549.30 Weighted-average life (years) 4.29 Weighted-average life extended to cover the length of the reinvestment period (years) 4.50 Obligor diversity measure 174.73 Industry diversity measure 22.39 Regional diversity measure 1.29 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0.04 CCC rated assets ('CCC+','CCC', and 'CCC-') (%) 2.13 Number of performing obligors 219 Portfolio weighted-average rating derived from our CDO evaluator B Actual 'AAA' weighted-average recovery (%) 36.23 Actual weighted-average coupon (%) 3.26 Actual weighted-average spread (no credit to floors) (%) 3.73 S&P said, "The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled the EUR400 million target par amount, the actual weighted-average spread of 3.73%, the actual weighted-average coupon of 3.26%, and the actual weighted-average recovery rates for all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category." Until the end of the reinvestment period on Sept. 16, 2030, the collateral manager may substitute assets in the portfolio if S&P's CDO Monitor test is maintained or improved for the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. Following the application of our structured finance sovereign risk criteria, the transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. The transaction's legal structure is bankruptcy remote, in line with S&P's legal criteria. The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with S&P's operational risk criteria. S&P said, "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R to F-R notes. Our credit and cash flow analysis indicates that the class B-R to E-R notes could withstand stresses commensurate with higher ratings. However, as the CLO will have a reinvestment period, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on these notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R to E-R notes in four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Voya Euro CLO III DAC is a European cash flow CLO securitization of a revolving pool, comprising primarily euro-denominated senior secured loans and bonds. Voya Alternative Asset Management LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 244.00 39.00 3mE +1.25% B-R AA (sf) 48.00 27.00 3mE +1.65% C-R A (sf) 24.00 21.00 3mE +2.35% D-R BBB- (sf) 28.00 14.00 3mE +3.20% E-R BB- (sf) 18.00 9.50 3mE +5.40% F-R B- (sf) 12.00 6.50 3mE +8.51% Additional sub. Notes NR 5.00 N/A N/A Sub. Notes NR 26.75 N/A N/A *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month EURIBOR. Sub. notes--Subordinated notes. ========= I T A L Y ========= AMPLIFON SPA: S&P Affirms 'BB+' LT ICR Following GN Acquisition --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' long-term issuer credit rating on hearing aid retail group Amplifon SpA (Amplifon) and the 'BB+' long-term issue rating on the company's EUR350 million senior unsecured bond due 2027. The recovery rating on the bond is unchanged at '3' (60% recovery prospects). The stable outlook reflects S&P's view that Amplifon operating performance should remain steady with limited integration risks, supporting positive FOCF generation and adjusted debt leverage within 3.0x-3.5x in 2026-2027. Amplifon announced it had reached an agreement with GN Store Nord A/S (GN, not rated) for the acquisition of its hearing aid manufacturing business for EUR2.3 billion (EUR1.7 billion in cash) via a mix of debt and equity. S&P expects the transaction to close by the end of 2026, subject to regulatory approvals and customary closing conditions. S&P said, "We believe the transaction will complement Amplifon's retail operations thanks to a larger, vertically integrated business model and GN's strong manufacturing and innovation capabilities in hearing aids. We anticipate S&P Global Ratings adjusted EBITDA margin will expand to 22%-23% over 2026-2027, from 21.5% in 2025 and despite cash integration and restructuring costs. "We forecast S&P Global Ratings-adjusted debt to EBITDA rising to 3.5x (pro forma 12 months of EBITDA from GN in 2026) and decreasing to around 3.0x by end of 2027. This is based on our forecast of annual adjusted EBITDA of around EUR730 million-EUR780 million in 2026-2027 and free operating cash flow (FOCF) adjusted for lease capital expenditure (capex) of around EUR80 million-EUR100 million in 2026 and EUR150 million-EUR200 million in 2027. "Amplifon's S&P Global Ratings-adjusted leverage will increase to 3.0x-3.5x over 2026-2027 to finance the acquisition of the hearing aid manufacturing business of GN. Reflecting full-year pro forma contribution of GN, we forecast S&P Global Ratings-adjusted net debt to EBITDA increasing toward 3.5x in 2026, moderately up from 3.2x in 2025. The EUR2.3 billion acquisition is funded via a mix of debt (60%) and equity (40%), the EUR1.7 billion cash consideration is committed by a bridge loan, which we anticipate will be refinanced closer to the transaction's completion. Further complementing the funding mix is an equity issuance, including Amplifon's share issuance of up to EUR750 million and the transfer to GN of 56 million of Amplifon's shares, equivalent to a 16% stake in Amplifon. In our forecasts, we foresee gradual deleveraging toward 3.0x in 2027. We anticipate Amplifon's FOCF, adjusted for lease capex, to temporarily weaken to EUR80 million-EUR100 million in 2026, down from EUR177 million in 2025, hampered by transaction costs of about EUR80 million-EUR90 million, higher interest charges, and capex (net of capitalized development costs) increasing by EUR30 million-EUR40 million to around EUR150 million. This reflects higher maintenance capex following the integration of the GN hearing aid business. We expect FOCF, adjusted for lease capex, to revert to historical levels of EUR150 million-EUR200 million by 2027. We assume seamless integration of the assets, although we note the acquisition is dilutive of Amplifon's historical S&P Global Ratings-adjusted EBITDA margins of around 24%. We anticipate pro forma S&P Global Ratings-adjusted EBITDA margin to remain close to 22% in 2026, up as much as 40 basis points versus 2025, moderately affected by integration costs and restructuring charges at Amplifon linked to its Fit4Growth initiative (which targets closure of unprofitable stores). We forecast margins to improve toward 22.5%-23.0% by 2027, supported by organic revenue growth prospects of 2.0%-2.5% in 2027, which translate to better operating leverage in the stores, as well as materialization of cost savings, notably from procurement. "We see the transaction as strengthening Amplifon's business position, which will now benefit from strong manufacturing and innovation capabilities, which will in turn support its retail operations. As a result, we have revised our business risk profile to satisfactory from fair. In our view, the strategic acquisition of GN's hearing aid division will enhance Amplifon's competitive position through vertical integration. Amplifon will have with greater control over its value chain and secure long-term access to cutting-edge proprietary technology. The transaction should strengthen the company's extensive retail network and solidify its position as the second-largest hearing aid retail network in the U.S., a key and highly profitable market, notably thanks to GN's Beltone dealership network. "Globally, with an estimated pro forma market share of about 19% in wholesale and 12%-13% in retail, we believe Amplifon is well positioned to compete with incumbent players Sonova AG (not rated), Demant A/S (not rated), and WS Audiology A/S (B/Stable/--), and to capture expected industry growth." Despite a slowdown in 2022-2025, driven by high inflation and geopolitical uncertainty weighing on consumer confidence, the hearing aid market remains supported by long-term fundamentals, such as an increasing and ageing population, and increased noise exposure in society. Importantly, the market remains underpenetrated; the World Health Organization (WHO) estimates that more than 1.5 billion people suffer from hearing loss but that less than 20% of patients needing treatment has a hearing aid. This might be due to several factors in addition to affordability, including lack of awareness of the full benefits of hearing correction and the stigma associated with hearing loss. The acquisition of GN's hearing aid division represents a transformative step for Amplifon. While Amplifon successfully integrated Miracle-Ear (acquired in 1999) and GAES (acquired in 2018), these transactions primarily focused on expanding its retail footprint rather than fundamentally altering its business model. The acquisition of GN's hearing aid business, however, marks the company's entrance into the medical technology origination and manufacturing space. S&P said, "Execution and integration risks are inherent in any transaction of this scale, especially considering Amplifon is simultaneously streamlining its own footprint under its Fit4Growth program, and we recently observed softness in the market due to delays in device purchases. Yet, we believe Amplifon's disciplined approach and focus on leveraging GN's existing capabilities will mitigate these challenges." An already long-established relationship with GN as a key supplier to Amplifon should help with operational planning and consolidation. S&P said, "We anticipate Amplifon will realize cost synergies through streamlined operations and procurement, as well as revenue synergies from expanded market reach. Potential complexities include integrating disparate IT systems and finance operations, although Amplifon's management team has a track record of successful integrations. We do not anticipate any anti-trust-related delays or actions at this point due to the limited overlap in the scope of the two companies' operations and the existence of large, vertically integrated competitors." The rating on Amplifon is constrained by the company's limited diversification. With estimated pro forma revenue for 2026 of EUR3.34 billion-EUR3.35 billion (including the GN hearing aid business acquisition and assuming a full-year contribution), Amplifon remains a relatively small player within the broader medical technology industry. This size, coupled with the niche nature of the hearing aid industry, constrains our assessment. Amplifon currently derives 100% of its revenue from hearing-related products and services and lacks significant diversification across other medical technology areas. This concentration exposes the company to industry-specific headwinds, regulatory changes, and technological disruption impacting the hearing aid market. For example, Amplifon's revenue moderately declined by 0.6% in 2025, also affected by market softness, with low consumer confidence translating into lower devices sales. Looking at data from the European Hearing Aid Manufacturers Association, the global hearing aid market (in units sold) has grown at a compound annual growth rate of around 6% between 2013-2025. S&P said, "We estimate that growth in 2025 was lower, at a 2%-3% rate. The hearing aid industry is also concentrated, with five main players manufacturing hearing aids. We also see a moderate degree of competition, coming from the presence of other large and vertically integrated players like Sonova and Demant. While the acquisition of GN's hearing aid business strengthens Amplifon's position within this niche, it does not fundamentally alter the company's overall lack of diversification, which remains a key consideration in our assessment." S&P said, "We believe Amplifon will prioritize the integration of GN's hearing aid business and steady debt deleveraging over the next two years by curtailing the level of discretionary spending. We view positively that the transaction includes a significant equity portion to fund the acquisition, which will help stabilize the group's credit metrics over the next two years. We believe Amplifon will prioritize the integration of GN's hearing aid business, the materialization of cost synergies from the acquisition, and profitability expansion. We see the group pursuing a supportive dividend policy with annual cash dividend spending of EUR40 million in 2026-2027 (down from about EUR66 million in 2025) with no share buybacks for now. We see the group continuing to be interested in small bolt-on acquisitions. We factor up to EUR25 million outflow for in-fill mergers and acquisitions in 2026 and up to EUR100 million in 2027, as Amplifon might opportunistically strengthen and expand its retail network, notably in North America. In our view, the company can finance this with internally generated cashflow and without significantly delay its deleveraging path. We believe Amplifon is well funded for the next 12 months and believe the group will address in a timely manner its debt maturities, such as the EUR350 million bond maturing in February 2027. "The stable outlook reflects our view that Amplifon's operating performance should remain resilient, and the group will be successful in integrating GN's hearing aid manufacturing business without deteriorating profitability prospects. We anticipate this integration will indeed allow the group to increase S&P Global Ratings-adjusted EBITDA margin to approximately 22.5%-23.0% by 2027, up from about 21.5% in 2025 stand alone. We expect S&P Global Ratings-adjusted debt leverage to remain comfortably within the 3.0x-4.0x range over 2026 and 2027, incorporating an annual pro forma contribution from GN's hearing aid business in both years, supported by a consistent financial policy on discretionary spending. "We could lower the rating if Amplifon's business and financial performance deviates significantly from our base-case assumptions, resulting in adjusted debt to EBITDA above 4.0x or fixed charge coverage falling below 2.5x. Operational challenges related to the integration of GN's hearing aid business or a failure to effectively execute Amplifon's Fit4Growth program could negatively affect EBITDA generation. Furthermore, a shift toward a more aggressive financial policy than currently anticipated in our base-case scenario could also prompt a downgrade. "An upgrade would depend on Amplifon's profitable growth trajectory largely surpassing our medium-term assumption with a return to strong market growth, a seamless integration of GN's hearing aid business, and very strong ability of management to execute growth plans. We would also need to see the group being consistent on financial policy. We could also consider a positive rating action if the group's credit metrics improve much faster than our base case thanks to stronger-than-expected FOCF and disciplined financial policy, which would improve credit metrics such that adjusted debt leverage decreases and stays sustainably below 3.0x, coupled with fixed charge coverage consistently above 3.0x." RENO DE MEDICI: S&P Downgrades LT ICR to 'SD' on Missed Payment --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Italy-based Reno de Medici SpA (RDM) to 'SD' (selective default) from 'CCC+' and its issue rating on the EUR600 million senior secured notes to 'D' (Default) from 'CCC+'; S&P revised the recovery rating to '5' from '4' to reflect its estimate of about 20% recovery (rounded estimate) in the event of a default. The downgrade to 'SD' follows RDM's nonpayment of the accrued interest on its EUR600 million notes, due on March 16, 2026. The company announced that it had entered into a forbearance agreement with 70% of its noteholders, which implies there will be no enforcement measures in relation to this coupon nonpayment. At the same time, RDM is negotiating a recapitalization with the noteholders. The forbearance period expires on June 15, 2026, or earlier, if a recapitalization is completed. S&P said, "Based on our criteria, payments under debt obligations must be made before, or within, the stated grace period, or 30 calendar days from the last payment date. Even though the missed interest payment implies that RDM will preserve cash for operations and it has received a forbearance agreement, under our criteria, we view the missed interest payment as a default, since creditors will not receive the value they were initially promised. "As soon as the recapitalization is completed, we will reassess the group's new capital structure, business plan, and financial policy, and review our ratings." =========== T U R K E Y =========== QNB BANK: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive ------------------------------------------------------------- Fitch Ratings has upgraded QNB Bank A.S.' (QNBTR) Viability Rating (VR) to 'bb-' from 'b+'. Fitch has also affirmed its Long-Term Issuer Default Ratings (IDRs) at 'BB-'. The Outlooks are Positive. The VR upgrade reflects its upward revision of the Turkish operating environment score and its view that the bank's standalone credit profile is commensurate with the risks of the operating environment. Key Rating Drivers VR-Driven Ratings; Underpinned by Support: QNBTR's IDRs are driven by its driven by its intrinsic strength, as reflected in the VR. QNBTR's VR considers its concentrated operations in the challenging, albeit improved, Turkish operating environment, moderate franchise, reasonable business profile and performance, but also only adequate core capitalisation and foreign-currency (FC) liquidity. It also considers ordinary support from its parent, Qatar National Bank (Q.P.S.C.) (QNB; A+/Stable). The bank's IDRs are also underpinned by potential extraordinary support from QNB, as reflected in its Shareholder Support Rating (SSR). The Positive Outlooks mirror those on the sovereign and the operating environment. Improving but Challenging Operating Environment: Fitch considers the operating environment to have improved, on normalisation of monetary policy, which now has a stronger record. This has reduced refinancing risks, and improved external market access, policy credibility and consistency, and exchange-rate stability, despite financial market volatility. However, banks are exposed to still high - but declining - inflation, slowing economic growth, domestic political volatility and macroprudential regulations, despite simplification efforts. Moderate Franchise: QNBTR is a medium-sized Turkish bank with a reasonable business profile and franchise, serving corporate and commercial customers, small and medium-sized companies and retail clients. Its market shares are moderate (4% of sector assets at end-2025, bank-only data) resulting in limited competitive advantages, but it benefits from being part of the QNB group. Asset Quality Weakening: QNBTR's non-performing loan (NPL) ratio increased to 3.7% at end-2025 (end-2024: 2.7%), reflecting NPL inflows, despite still strong nominal growth (26%, including the Enpara spin-off impact) and continued collections and write-offs. Credit risks remain due to high FC lending (34% of gross loans; sector: 36%), seasoning risks and slowing economic growth. Total reserves coverage of NPLs declined to 132% (end-2024: 164%) but remains adequate. Fitch expects the impaired loans ratio to continue to increase to above 4% by end-2026. Profitability Above Sector Average: The operating profit/risk-weighted assets (RWAs) ratio remained fairly stable at 5.1% in 2025 (sector: 4.4%; 2024: 5%), as net interest margin expansion (82bp) due to declining lira rates and fee income growth (47% year on year) offset still large trading losses (20% of total operating income) due to still high swap costs and higher loan impairment charges driven by asset-quality deterioration. Fitch expects fees to remain supportive and margin expansion to accelerate in 2026, leading to operating profit/RWAs of above 5% by end-2026. Performance remains sensitive to asset quality and regulatory developments. Only Adequate Core Capitalisation: QNBTR's common equity Tier 1 (CET1) ratio of 13.4% (11.8% net of regulatory forbearance) at end-2025 is only adequate for its risk profile, given rapid growth and sensitivity to lira depreciation, and benefitted from an about 150bp uplift from the spin-off of its digital banking entity, Enpara, in 3Q25. The total capital ratio (16.4% net of forbearance) is supported by FC additional Tier 1 (AT1) debt, including USD525 million from QNB. Capitalisation is further supported by fully reserved NPLs, free provisions at 32bp of end-2025 RWAs, and solid pre-impairment profit (10% of average loans). Its assessment also considers ordinary support from QNB. Fitch expects QNBTR's CET1 ratio to be around 13% by end-2026, supported by improving internal capital generation and still rapid growth, and factoring in the removal of forbearance effective 1 January 2026. Deposit Funded, Ordinary Support: The bank is mainly funded by customer deposits (end-2025: 61% of total non-equity funding), 36% of which were in FC, and a negligible amount in FX-protected deposits. Wholesale funding comprised a high 39% of total funding. Available FC liquid assets covered just about half of short-term FC external debt due within a year, although Fitch's assessment does not consider FC loan repayments or mandatory reserves. Fitch also considers ordinary support from QNB. 'bb-' SSR: QNBTR is 99.9% owned by QNB, and its SSR also considers its role as a key subsidiary of the group, potential reputational risks and legal commitments. QNBTR's SSR and Long-Term FC IDR are constrained by Turkiye's Country Ceiling of 'BB-', and its Long-Term Local-Currency (LC) IDR also considers Turkiye's country risks. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade is unlikely given the Positive Outlooks on the Long-Term IDRs. Fitch would revise the Outlooks to Stable if the Outlooks on the sovereign ratings were revised to Stable. A downgrade of the Long-Term IDRs would follow a downgrade of both the VR and SSR. QNBTR's VR is mainly sensitive to a weakening in the operating environment and to a sovereign downgrade. The VR could also be downgraded on a material deterioration in QNBTR's core capitalisation buffers and earnings, potentially due to a greater-than-expected weakening in asset quality, if not offset by shareholder support on a timely basis. A downgrade of the sovereign ratings and Country Ceiling would lead to a downgrade of QNBTR's SSR. The SSR is also sensitive to Fitch's view of QNB's ability and propensity to provide support. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's Long-Term IDRs and Country Ceiling would likely lead to a similar action on QNBTR's SSR and Long-Term IDRs. A VR upgrade would likely follow a sovereign upgrade, which could prompt an upward revision of the operating environment score. It would also require an improvement in QNBTR's risk profile, while maintaining a healthy financial profile. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS QNBTR's senior debt ratings are aligned with its IDRs as the likelihood of default on these obligations reflects that of the bank. The bank's subordinated Tier 2 notes are rated one notch below its Long-Term FC IDR. Fitch uses the Long-Term FC IDR as the anchor rating for the notes as Fitch believes the shareholder support is likely to be extended to the bank's subordinated noteholders. The notching includes one notch for loss severity and zero notches for non-performance risk relative to the anchor rating. The one notch, rather than the baseline two notches, reflects its view that shareholder support could help mitigate losses. The Short-Term IDRs of 'B' are the only possible option mapping to Long-Term IDRs in the 'BB' category. QNBTR's 'AA(tur)' National Rating is underpinned by shareholder support and is in line with foreign-owned peers'. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES QNBTR's senior unsecured debt ratings are sensitive to changes in the bank's IDRs. QNBTR's subordinated debt rating is sensitive to a change in its Long-Term FC IDR anchor rating. It is also sensitive to a revision in Fitch's assessment of potential loss severity in case of non-performance. The Short-Term IDRs are sensitive to changes in its Long-Term IDRs. The National Ratings are sensitive to changes in QNBTR's Long-Term LC IDR and its creditworthiness relative to that of other Turkish issuers. VR ADJUSTMENTS The operating environment score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The asset quality score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: impaired loan formation (negative). The earnings and profitability score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: revenue diversification (negative). Public Ratings with Credit Linkage to other ratings QNBTR has ratings linked to QNB's ratings. ESG Considerations The bank has an ESG Relevance Score for Management Strategy of '4', reflecting an increased regulatory burden on all Turkish banks. Management's ability across the sector to determine their own strategy and price risk is constrained by increased regulatory interventions and also by the operational challenges of implementing regulations at the bank level. This has a moderately negative impact on the credit profile and is relevant to the rating in combination 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 ----------- ------ ----- QNB Bank A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Shareholder Support bb- Affirmed bb- senior unsecured LT BB- Affirmed BB- subordinated LT B+ Affirmed B+ senior unsecured ST B Affirmed B TURK EKONOMI: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive ----------------------------------------------------------------- Fitch Ratings has upgraded Turk Ekonomi Bankasi A.S.'s (TEB) Viability Rating (VR) to 'bb-' from 'b+' and affirmed its Long-Term (LT) Issuer Default Ratings (IDRs) at 'BB-' with Positive Outlooks. The upgrade reflects Fitch's improved assessment of the Turkish operating environment and the bank's resilient financial metrics. Key Rating Drivers VR, Shareholder Support Drive IDRs: TEB's IDRs are driven by its intrinsic strength, as reflected in the 'bb-' VR. The bank's VR considers its concentration in a challenging, albeit improved, Turkish operating environment, resilient profitability through the cycle despite its modest franchise (end-2025: 2% of banking sector assets), moderate core capitalisation, asset quality above the peer average and ordinary funding support from its shareholder, BNP Paribas SA (BNPP; A+/Stable). The bank's IDRs are also underpinned by potential extraordinary support from BNPP, as reflected in its 'bb-' Shareholder Support Rating (SSR). The Positive Outlooks mirror those on the sovereign and the operating environment. Improving, but Challenging, Operating Environment: Fitch considers the operating environment to have improved on normalisation of monetary policy, which now has a stronger record. This has reduced refinancing risks and improved external market access, policy credibility and consistency, and exchange-rate stability, despite financial market volatility. However, banks are exposed to still high - but declining - inflation, slowing economic growth, domestic political volatility and macroprudential regulations, despite simplification efforts. Mid-Sized, Domestic Focused: TEB has a modest domestic franchise (end-2025: about 2% market share) and limited competitive advantage, but it benefits from being part of the BNPP group. Lending is split between corporate (end-2025: 35%), SME (27%), and retail and private (38%) segments. Growth Gained Pace: TEB pursued a fairly conservative growth strategy in 2018-2023 and lost market share. This has changed as the bank aims to gain market share and grow above the sector average. Credit risks are heightened by foreign-currency (FC) lending (32% of gross loans at end-2025), which has recently picked up, similar to the sector, given not all borrowers are likely to be fully hedged against Turkish lira depreciation. SME and retail exposures increase asset-quality risks given the segments' sensitivity to macro-economic volatility. Moderate Impaired Loans, Increase Expected: TEB's impaired (Stage 3) loans ratio increased to a moderate 2.5% at end-2025 (end-2024: 1.3%; sector average: 2.5%) mainly due to the worsening of the unsecured retail loan portfolio despite loan growth, collections and portfolio sales. Asset-quality risks remain due to high FC lending, slowing economic growth, exposure to the SME and retail segments, and moderate Stage 2 financing (end-2025: 10.5%). Fitch expects the impaired loans ratio to increase to 3% at end-2026 given higher rates and a slowdown in GDP growth. Adequate Profitability: Operating profit improved slightly to 4.2% of risk-weighted assets (RWAs) in 2025 (2024: 4%) due to improved net interest margins, but was dampened by the increased cost of risk (2025: 196bp; 2024: 31bp). Fitch expects the ratio to moderate to below 4% in 2026 due to RWA inflation and high loan impairment charges. Moderate Core Capitalisation: TEB's common equity Tier 1 (CET1) ratio improved to 11.4% (10.0% net of forbearance) at end-2025 from 11.1% at end-2024, due to high growth despite good internal capital generation. The bank has reasonable buffers above regulatory requirements; however, the capitalisation ratios are weaker than sector and peer averages. Capitalisation is supported by high pre-impairment operating profit (2025: 7.3% of average loans), full total reserves coverage of non-performing loans, and ordinary support from BNPP, but remains sensitive to Turkiye's economic environment, lira depreciation and asset-quality risks. Fitch expects the CET1 ratio to be about 10% at end-2026, mainly due to the removal of forbearances. Mainly Deposit Funded: Customer deposits were 76% of total funding at end-2025, of which 30% were in FC. The loans/deposits ratio is moderate at 94% (sector: 87%). Wholesale funding was 24% of total funding, of which 93% was in FC. Refinancing risks are manageable given TEB's reasonable FC liquidity, recent market access and ordinary support from BNPP. Fitch expects the loans/deposits ratio to rise slightly in 2026 as loans grow more quickly than deposits. SSR of 'bb-': TEB's SSR reflects its integration with and role within, the wider BNPP group, and its small size relative to BNPP's ability to provide support. TEB is fully consolidated by BNPP. BNPP ultimately holds a 72.5% stake in TEB, including a 23.5% stake held directly. TEB's SSR and LTFC IDR are constrained by Turkiye's Country Ceiling of 'BB-', and its LT Local-Currency IDR also considers Turkish country risks. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade is unlikely given the Positive Outlooks on the LT IDRs. Fitch would revise the Outlooks to Stable if the Outlook on sovereign rating were revised to Stable from Positive. A downgrade of the LT IDRs would follow a downgrade of both the VR and SSR. The bank's VR is mainly sensitive to a weakening in the operating environment and a sovereign downgrade. The VR would be downgraded on a material erosion in the bank's capital buffers, which is most likely to be due to asset-quality weakening, or pressure on profitability, if not offset by ordinary shareholder support on a timely basis. A sovereign downgrade and downward revision of the Country Ceiling would lead to a downgrade of TEB's SSR. The SSR is also sensitive to Fitch's view of the shareholder's ability and propensity to provide support. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's LT IDRs and upward revision of Country Ceiling would likely lead to similar action on TEB's SSR and LT IDRs. A VR upgrade would likely follow a sovereign upgrade, which could prompt an upward revision of the operating environment score. It would also require stronger capital buffers at TEB and the maintenance of its healthy financial profile. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS TEB's senior unsecured debt ratings are aligned with its IDRs as the likelihood of default on these obligations reflects that of the bank. The bank's subordinated Tier 2 notes are rated one notch below its LTFC IDR. Fitch uses the LTFC IDR as the anchor rating for the notes as it believes shareholder support is likely to be extended to the bank's subordinated noteholders. The notching includes one notch for loss severity and zero notches for non-performance risk relative to the anchor rating. The one notch, rather than the baseline two notches, reflects its view that shareholder support could mitigate losses. TEB's additional Tier 1 (AT1) notes are rated three notches below its VR, comprising two notches for loss severity, given the notes' deep subordination, and one notch for non-performance risk, given their full discretionary, non-cumulative coupons. In accordance with the Bank Rating Criteria, Fitch has applied three notches from the bank's VR, instead of the baseline four notches, as the VR is at 'BB-' threshold. The Short-Term IDRs of 'B' are the only possible option mapping to the Long-Term IDRs in the 'BB' category. Shareholder support underpins TEB's National Rating, which is in line with foreign-owned peers'. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES TEB's senior unsecured debt ratings are sensitive to changes in the bank's IDRs. The subordinated debt rating is sensitive to a change in TEB's LTFC IDR anchor rating. The rating of the subordinated notes is also sensitive to a reassessment of potential loss severity and non-performance risk. The AT1 notes' rating is sensitive to change in the VR anchor rating. However, the AT1 debt rating would be notched down four times from the bank's VR if the VR were upgraded to 'bb', in accordance with Fitch's Bank Rating Criteria. The notes' rating is also sensitive to an unfavourable revision of Fitch's assessment of incremental non-performance risk. The National Rating is sensitive to a change in TEB's LT Local-Currency IDR and its creditworthiness relative to other Turkish issuers'. VR ADJUSTMENTS The operating environment score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The earnings & profitability score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: revenue diversification (negative). The capitalisation & leverage score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: leverage and risk-weight calculation (negative). Public Ratings with Credit Linkage to other ratings TEB's IDRs are underpinned by shareholder support from its majority shareholder, BNPP. ESG Considerations The ESG Relevance Score for Management Strategy of '4' reflects an increased regulatory burden on all Turkish banks. Management ability across the sector to determine their own strategy and price risk is constrained by increased regulatory interventions, and by the operational challenges of implementing regulations at the bank level. This has a moderately negative impact on the credit profile and is relevant to the rating in combination 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 ----------- ------ ----- Turk Ekonomi Bankasi A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Shareholder Support bb- Affirmed bb- senior unsecured LT BB- Affirmed BB- subordinated LT B- Upgrade CCC+ subordinated LT B+ Affirmed B+ senior unsecured ST B Affirmed B ============= U K R A I N E ============= SENSE BANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR -------------------------------------------------------------- Fitch Ratings has affirmed Joint-Stock Company Sense Bank's Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. Fitch has also affirmed the bank's Viability Rating (VR) at 'ccc'. Key Rating Drivers Sense Bank's LTFC IDR reflects Fitch's view that a default on senior FC third-party non-government obligations remains a real possibility due to the Russia-Ukraine war. The bank has maintained generally adequate FC liquidity, helped by various regulatory capital and exchange controls, in place since the outbreak of the war, to reduce the risks of deposit and capital outflows and maintain stability and confidence in the banking system. Sense Bank's LTLC IDR, one notch above the LT FC IDR, reflects limited regulatory constraints on LC operations. The bank's VR reflects the high risks to its standalone profile caused by the war and that failure remains a real possibility. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc' due to the war. Continued international support to Ukraine, supportive monetary policy and regulatory measures underpin macroeconomic and financial stability and banks' resilient financial performance. Ninth-Largest Bank: Sense Bank is the ninth-largest bank in the country, with a 3.4% share of sector assets at end-2025. The bank was fully nationalised in 2023. High Sovereign Exposure: Sense Bank's sovereign exposure is high (end-3Q25: 45% of assets) and mainly comprises sovereign securities (23%), deposit certificates at the National Bank of Ukraine (NBU; 12%), placements at the NBU (6%) and lending to state-owned enterprises (4%). Net loans accounted for 38% of assets at end-3Q25, of which 41% were denominated in FC. Gross loans growth was 14% in 9M25, up slightly from 13% in 2024. Decreased, but High, Impaired Loans: Sense Bank's impaired loans (Stage 3 and purchased or originated credit- impaired) ratio improved to 28% at end-2025 (end-2024: 37%), as per NBU disclosures, due mainly to loan growth and write-offs, but they remain high. Total loan-loss allowances covered a reasonable 87% of impaired loans. Stage 2 loans were 9% at end-2025 (end-2022: 23%). Asset-quality risks remain heightened by the protracted war. Decreased Profitability: Operating profit/risk-weighted assets decreased to an annualised 4.6% in 9M25 from 5.3% in 2024 due to higher operating costs and a decrease in net interest margins. A higher 50% tax rate and restrictions on using prior-period tax losses would also weigh on net income in 2026. Adequate Capital Buffers: Sense Bank's common equity Tier 1 (CET1), Tier 1 and total capital adequacy ratios under its new capital structure were each 13.6% as of 1 February 2026, above regulatory minimum requirements. Fitch expects capitalisation to improve once the bank recognises audited 4Q25 profits in its CET1 ratio. Fitch expects these levels to remain above regulatory minimum requirements, supported by adequate internal capital generation. Capital encumbrance from unreserved impaired loans, including purchased or originated credit-impaired exposures, was moderate at 24% of CET1 at end-2025. Deposit-Funded: The bank is almost fully deposit-funded. Retail deposits, covered by the government guarantee for the duration of the war and three months thereafter, were 42% of customer deposits at end-3Q25. FC deposits were 35% of these deposits at end-3Q25. Gross loans were a moderate 64% of deposits, but Fitch expects this ratio to rise as loan growth outpaces deposit expansion. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade Sense Bank's IDRs on a sovereign downgrade or an increased likelihood that the bank will default on, or seek a restructuring of, its senior obligations. A marked further deterioration in asset quality or a weakening of profitability that eroded the banks' loss absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A positive action on the IDRs is unlikely. However, the ratings could be upgraded if the sovereign's LTFC IDR is upgraded. A VR upgrade would likely require an upgrade of the sovereign's LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only possible options mapping to the Long-Term IDRs in the 'CCC' category. Sense Bank's National Long-Term Rating of 'AA(ukr)' reflects the bank's creditworthiness in LC relative to other local issuers'. Its National Rating is one notch lower than those of the large state-owned banks, reflecting its weaker franchise. Sense Bank's Government Support Rating of 'no support' reflects its view that regulatory forbearance would be more likely than recapitalisation in a material capital shortfall as long as banks implement recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the Long-Term IDRs. A change in Sense Bank's National Long-Term Rating would likely arise from a weakening or strengthening in its overall credit profile relative to that of other Ukrainian banks rated on the National Rating scale. The Government Support Rating could be upgraded following a sovereign rating upgrade or on the likelihood that public finances would be used to recapitalise state-owned banks. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Joint-Stock Company Sense Bank LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA(ukr) Affirmed AA(ukr) Viability ccc Affirmed ccc Government Support ns Affirmed ns UKREXIMBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR --------------------------------------------------------------- Fitch Ratings has upgraded JSC The State Export-Import Bank of Ukraine's (Ukreximbank) Viability Rating (VR) to 'ccc' from 'ccc-'. It has also affirmed the bank's Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. The VR upgrade reflects improved capitalisation with widening capital buffers above regulatory minimum capital requirements, its expectation of sustained adequate capitalisation, and reduced risk of capital impairment from encumbrance by unreserved impaired loans, supported by ongoing internal capital generation. The upgrade also reflects higher profit retention in common equity Tier 1 (CET1) in 2025 than previously assumed, due to a lower effective tax rate on 2025 profits. Key Rating Drivers Ukreximbank's LTFC IDR of 'CCC' reflects Fitch's view that a default on senior FC third-party non-government obligations remains a real possibility due to the Russian-Ukraine war. The bank has maintained generally adequate FC liquidity, helped by various regulatory capital and exchange controls in place since the outbreak of the war to reduce the risks of deposit and capital outflows and maintain stability and confidence in the banking system. Ukreximbank's 'CCC+' LTLC IDR, one notch above the LTFC IDR, reflects limited regulatory constraints on LC operations. The VR reflects Ukreximbank's improved capitalisation - although lower than peers - and weaker asset quality. The VR also reflects the high risk to the bank's standalone profile caused by the war, and that failure remains a real possibility. Capital Buffers Restored: The CET1 and total capital adequacy ratios were 14.5% and 17.1%, respectively, as of 1 February 2026, and included audited profits for 9M25. Fitch expects capitalisation to further increase once audited 4Q25 profits are recognised in CET1, and expect these levels to remain above regulatory minimum requirements, supported by adequate internal capital generation. Capital encumbrance from unreserved impaired loans was high at 69% of CET1 capital at end-2025, although this has improved since 2022 as capital buffers have increased. Fitch believes the ratio will further improve by end-2026 as core capitalisation strengthens. Decreased, but High, Impaired Loans: Ukreximbank's impaired loans (Stage 3, including purchased or originated credit-impaired) ratio decreased to a still high 23.6% at end-2025 (end-2024: 36.4%), as per National Bank of Ukraine (NBU) disclosures, highlighting continued asset-quality weaknesses but with an improving trend as a result of write-offs and recoveries. Total loan loss allowances covered a moderate 52% of impaired loans, reflecting reliance on collateral. Stage 2 loans were a high 23.4% of gross loans at end-2025 (end-2024: 10.5%). Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc'. Continued international support to Ukraine, supportive monetary policy and regulatory measures underpin macroeconomic and financial stability and banks' resilient financial performance. Third-Largest Bank: Ukreximbank is the third-largest bank in Ukraine, with an 8% share of net sector assets at end-2025. It is fully owned by the Ukrainian state. Large Sovereign Exposure: Sovereign exposure was 56% of total assets at end-3Q25, comprising Ukrainian government securities (26%), loans to state-owned enterprises (17%), current accounts at the NBU (6%) and NBU deposit certificates (7%). This concentration increases the bank's vulnerability to the sovereign's repayment capacity and liquidity. Profits Support Recapitalisation: Operating profit/risk-weighted assets rose to 9.9% in 9M25 (from 6.4% in 2024), supported by a reversal in impairment charges, healthy trading income and solid cost control. Profitability has been the primary driver of the bank's recapitalisation in recent years. However, it remains sensitive to taxation, and Fitch expects it to decrease in 2026 as a result of the 50% tax rate reimposed on the bank. Largely Deposit-Funded: Deposits are Ukreximbank's main source of funding (end-3Q25: 89%). Non-deposit FC funding largely comprises loans from international financial institutions (IFIs; 8% of total funding). Its base case expects Ukreximbank to continue servicing its external obligations. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade Ukreximbank's IDRs on a sovereign downgrade, or an increased likelihood that the bank will default on, or seek a restructuring of, its senior obligations. The VR could be downgraded if capital buffers are eroded by asset-quality deterioration or weak internal capital generation, leading to capital ratios falling below regulatory minimum requirements without clear prospects of improvement. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch believes positive action on the IDRs is unlikely. However, the ratings could be upgraded if the sovereign's LTFC IDR is upgraded. A VR upgrade would likely require an upgrade of the sovereign's LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only possible option mapping to Long-Term IDRs in the 'CCC' category. Ukreximbank's National Long-Term Rating of 'AA(ukr)' reflects the bank's creditworthiness in LC relative to other Ukrainian issuers'. Ukreximbank's National Rating is one notch lower than those of the large state-owned banks, reflecting its weaker capitalisation and asset quality, despite the bank's strong domestic franchise. The bank's Government Support Rating of 'no support' reflects its view that regulatory forbearance would be more likely than recapitalisation in a material capital shortfall as long as banks implement recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the Long-Term IDRs. A change in the National Long-Term Rating would likely arise from a weakening/strengthening in its overall credit profile relative to that of other Ukrainian entities rated on the National Rating scale. The Government Support Rating could be upgraded following a sovereign rating upgrade or on the likelihood that public finances would be used to recapitalise state-owned banks. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- The State Export-Import Bank of Ukraine Joint Stock Company LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA(ukr) Affirmed AA(ukr) Viability ccc Upgrade ccc- Government Support ns Affirmed ns =========================== U N I T E D K I N G D O M =========================== 2C SERVICES: FTS Recovery Appointed as Joint Administrators ----------------------------------------------------------- 2C Services Limited, fka Yelyab 13 Limited, was placed into administration in the High Court of Justice, Business and Property Court in Manchester, Company and Insolvency List, Court Number CR-2026-MAN000327, and Alan Coleman (IP No. 9402) and Marco Piacquadio (IP No. 19910) of FTS Recovery Limited were appointed as Joint Administrators on March 3, 2026. 2C Services engages in information technology consultancy activities. The company's registered office is at The Chapel Rogers Court, Whittucks Road, Bristol, Gloucestershire, BS15 3FR, United Kingdom. The Joint Administrators can be reached at: Alan Coleman (IP No. 9402) FTS Recovery Limited Suite 1A, 40 King Street Manchester M2 6BA Marco Piacquadio (IP No. 19910) FTS Recovery Limited Ground Floor, Baird House, Seebeck Place, Knowhill, Milton Keynes, MK5 8FR For further details, contact: The Joint Administrators Tel: 0161 464 3834 Alternative contact: Chris Robb Email: Gemma.payne@ftsrecovery.co.uk ALUVIEW LTD: Exigen Group Appointed as Administrators ----------------------------------------------------- Aluview Ltd 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-2026-001619, and David Kemp (IP No. 24510) and Richard Hunt (IP No. 21772) of Exigen Group Limited were appointed as Administrators on March 4, 2026. Aluview engages in other building completion and finishing. The company's registered office is at Warehouse W, 3 Western Gateway, Royal Victoria Docks, London, E16 1BD. Its principal trading address is Unit 18b Springvale Industrial Estate, Cwmbran, Wales, NP44 5BA. The Administrators can be reached at: David Kemp (IP No. 24510) Richard Hunt (IP No. 21772) Exigen Group Limited Warehouse W, 3 Western Gateway Royal Victoria Docks, London, E16 1BD For further details, contact: David Kemp Tel: 0207 538 2222 BCP V MODULAR III: Fitch Lowers Long-Term IDR to B-, Outlook Stable ------------------------------------------------------------------- This is a correction of a Rating Action Commentary published on 9 March 2026. It corrects debt ratings in the Debt and Other Instruments section. Fitch Ratings has downgraded BCP V Modular Services Holdings III Limited's (Modulaire) Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The Outlook on the Long-Term IDR is Stable. Fitch has also downgraded the senior secured debt ratings of BCP V Modular Services Finance II PLC (BCP Finance II) and Modulaire Group Holdings Limited (MGHL) to 'B' from 'B+' and the senior unsecured debt rating of BCP V Modular Services Finance PLC's (BCP Finance) to 'CCC' from 'CCC+'. The Recovery Ratings for the senior secured and senior unsecured debt remain at 'RR3' and 'RR6', respectively. Key Rating Drivers High Leverage Weighs on Rating: Fitch estimates Modulaire's cash flow leverage to have increased to about 7.7x at end-2025 from 6.9x at end-2024, due to a 7% year-on-year reduction in underlying EBITDA, while gross debt remained broadly unchanged. This reflects both lower revenue and increased delivery and installation costs, and Fitch expects EBITDA in 2026 to remain subdued as challenging conditions in Modulaire's French and UK core markets persist. Consequently, Fitch expects Modulaire's leverage to remain above 7x (Fitch's previous leverage downgrade trigger) until 2027, which is reflected in today's rating action. Modulaire has the potential for deleveraging over the medium term given its ability to defer discretionary capex, its ongoing cost efficiency programmes, increased cross-selling of ancillary value-added products and solutions (VAPS) and diversification to non-construction related offerings. EBITDA Reduction: Modulaire's revenue visibility has historically benefitted from contract length averaging 30 months, typically stable utilisation patterns, and extended lead times for delivery and installation of typically three to four months. However, in the last two years, demand in its largest markets (the UK, France, Germany) has softened, causing drops in total revenue of 6% year on year in 2024, and 13% since 2023. Lower units on rent, combined with price discounting in markets with weaker demand and higher delivery and installation costs, led to lower EBITDA, despite some offset from increased new unit sales. Sound European Modular Space Franchise: Fitch views Modulaire's franchise in the European modular leasing sector as well-established but the recent economic downturn has weighed on utilisation rates, which were 76% in 3Q25 and 78% in 2024, compared with historical levels of about 85%. Over the medium term, European government-led infrastructure and defence investment offer increased scope for diversification from construction, where presently about 20% of revenue is generated. Fitch also views increasing VAPS penetration (70% in 9M25) as offering improved pricing power relative to the more homogenous modular market. Adequate Liquidity; Low Coverage: At end-3Q25, Modulaire had total liquidity of EUR292 million, consisting of EUR83 million of cash, EUR42 million available under a committed asset-backed loan facility, and EUR167 million available under its committed revolving credit facility (RCF). Modulaire faces no major short-term debt maturities with its nearest material debt maturity (EUR1 billion equivalent in sustainability-linked senior secured notes) in 2028. Interest coverage has historically been weak on account of its high debt levels, and Fitch expects it to remain modest at 1.7x over the next 12-18 months. Debt Funding Largely Hedged: Modulaire's senior secured notes all carry a fixed rate and the bulk of its EUR1.3 billion term loan B (TLB) is hedged until end-3Q26. This results in a 91% hedge ratio until an interest rate swap contract for EUR320 million of the TLB matures at end-3Q26. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Cash flow leverage consistently in excess of 8x, either because of weakened cash flow generation or increased debt - A reduction in the interest cover ratio to below 1x, unless for specific short-term reasons - Deteriorating pre-tax profitability, e.g. from declining asset utilisation metrics or rental margins, thereby undermining debt service and limiting capital accumulation - Evidence of increased risk appetite, e.g. from a weakening of the corporate governance framework, dilution of risk control protocols, or prioritisation of upstreaming earnings over long-term deleveraging Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A sustained reduction in gross cash flow leverage to below 7x - A demonstrated improvement in the interest cover ratio towards 2x DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS All outstanding debt and the RCF benefit from guarantor coverage of 80% of group EBITDA. Fitch estimates recoveries for senior secured debtholders at about 60%, resulting in a long-term rating of 'B', one notch above Modulaire's Long-Term IDR, and 'RR3'. In view of the group's volume of higher-ranking senior secured debt, estimated recoveries for BCP Finance's senior unsecured debt are zero, resulting in a rating two notches below Modulaire's Long-Term IDR, at 'CCC' with 'RR6'. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The ratings of the senior secured debt issued by BCP Finance II and MGHL are primarily sensitive to a change in Modulaire's Long-Term IDR, from which they are notched. Changes leading to a material reassessment of recovery prospects, for example movements in equipment valuation, could trigger a change in the notching either up or down. A shift in the balance of Modulaire's total debt between senior secured and senior unsecured sources could also trigger a change in the notching either up or down. The rating of the senior unsecured debt issued by BCP Finance is primarily sensitive to a change in Modulaire's Long-Term IDR, from which it is notched. Changes leading to a material positive reassessment of recovery prospects, for example movements in equipment valuation, or a decline in the proportion of Modulaire's total debt drawn from higher-ranking senior secured sources, could reduce the notching between Modulaire's IDR and BCP Finance's unsecured debt. ADJUSTMENTS The 'b-' Standalone Credit Profile is below the 'b' implied Standalone Credit Profile due to the following adjustment reason(s): weakest link - capitalisation and leverage (negative). The 'bb' business profile score is below the 'bbb' implied score due to the following adjustment reason(s): business model (negative). The 'b-' earnings and profitability score is below the 'a' implied score due to the following adjustment reason(s): revenue diversification (negative). 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 ----------- ------ -------- BCP V Modular Services Finance II PLC senior secured LT B Downgrade RR3 Modulaire Group Holdings Limited senior secured LT B Downgrade RR3 BCP V Modular Services Holdings III Limited LT IDR B- Downgrade BCP V Modular Services Finance PLC senior unsecured LT CCC Downgrade RR6 DRAFT HOUSE: AlixPartners Appointed as Joint Administrators ----------------------------------------------------------- Draft House Holding 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-2026-001566, and Clare Kennedy (IP No. 20590) and Ian Partridge (IP No. 24890) of AlixPartners UK LLP were appointed as Administrators on March 2, 2026. Draft House Holding operates public houses and bars and activities of head offices. The company's registered office and principal trading address is at Fergusson House, 3rd Floor, 124-128 City Road, London, England, EC1V 2NJ. The Administrators can be reached at: Clare Kennedy (IP No. 20590) Ian Partridge (IP No. 24890) AlixPartners UK LLP 6 New Street Square London, EC4A 3BF For further details, contact: The Administrators Email: Brewdog@AlixPartners.com Alternative contact: Chris Robb FOODSTORE LTD: Interpath Appointed as Joint Administrators ---------------------------------------------------------- Foodstore Ltd was placed into administration in the Court of Session, No P258 of 26, and Geoffrey Isaac Jacobs (IP No. 14590) and Alistair McAlinden (IP No. 21950) of Interpath Advisory, Interpath Ltd, were appointed as Joint Administrators on March 5, 2026. Foodstore, trading as King Foods, engages in other food services. The company's registered office and principal trading address is at 15 Crombie Road, Torry, Aberdeen, AB11 9QQ. The Joint Administrators can be reached at: Geoffrey Isaac Jacobs (IP No. 14590) Alistair McAlinden (IP No. 21950) Interpath Advisory 5th Floor, 130 St Vincent Street Glasgow, G2 5HF For further details, contact: Suzanne Hamilton Tel: 01224 004786 Email: suzanne.hamilton@interpath.com FREIGHT MOVEMENT: BTG Begbies Appointed as Joint Administrators --------------------------------------------------------------- Freight Movement Limited was placed into administration in the High Court of Justice, Business and Property Courts, Insolvency and Companies List (ChD), Court Number CR-2026-001606, and Huw Powell (IP No. 18930) and Katrina Orum (IP No. 12630) of BTG Begbies Traynor (Central) LLP were appointed as Joint Administrators on March 6, 2026. Freight Movement engages in freight transport. The company's registered office is at Little Oaks Garage, Wern Trading Estate, Newport, NP10 9FQ. The Joint Administrators can be reached at: Huw Powell (IP No. 18930) Katrina Orum (IP No. 12630) BTG Begbies Traynor (Central) LLP Ground Floor, 16 Columbus Walk Brigantine Place Cardiff, CF10 4BY For further details, contact: Nadine Romanick Tel: 029 2089 4270 Email: nadine.romanick@btguk.com PREMISERV LTD: Ideal Corporate Appointed as Administrator --------------------------------------------------------- Premiserv Ltd was placed into administration in the Business and Property Courts in Manchester, No 000344 of 2026, and Andrew David Rosler (IP No. 9151) of Ideal Corporate Solutions Limited was appointed as Administrator on February 24, 2026. Premiserv engages in combined facilities support activities. The company's registered office and principal trading address is at 386-388 Palatine Road, Manchester, M22 4FZ. The Administrator can be reached at: Andrew David Rosler (IP No. 9151) Ideal Corporate Solutions Limited Lancaster House 171 Chorley New Road Bolton, BL1 4QZ For further details, contact: Lee Counsill Ideal Corporate Solutions Limited Lancaster House 171 Chorley New Road Bolton, BL1 4QZ Tel: 01204663000 Email: lee.counsill@idealcs.co.uk TELEWARE LIMITED: Redman Nichols Appointed as Joint Administrators ------------------------------------------------------------------ Teleware Limited was placed into administration in the High Court of Justice, Business and Property Courts in Leeds, Insolvency and Companies List, Court Number CR-2026-LDS-000255, and John William Butler (IP No. 9591) and Andrew James Nichols (IP No. 8367) of Redman Nichols Butler were appointed as Joint Administrators on March 6, 2026. Teleware engages in technology service activities. The company's registered office is at The Chapel, Bridge Street, Driffield, YO25 6DA. The company's principal trading address is at Unit 1 The Hawk Creative Business Park, The Hawkhills Estate, Easingwold, York, YO61 3FE. The Joint Administrators can be reached at: John William Butler (IP No. 9591) Andrew James Nichols (IP No. 8367) Redman Nichols Butler The Chapel, Bridge Street Driffield, YO25 6DA For further details, contact: Ann Banks Tel: 01377 257788 VELOCITY 2026-1: S&P Assigns B+ (sf) Rating to Class X-Dfrd Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Velocity 2026-1 PLC's floating-rate class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, Velocity 2026-1 also issued unrated class G notes. The assets backing the notes comprise equipment lease receivables originated by Propel Finance No.1 Ltd. (Propel), for which it is its first public securitization. Propel has been a lender in this market since 2018 and has originated GBP1.8 billion in financing. Leases in this transaction were originated through partnerships with key financial institutions or through relationships with the U.K.'s largest asset finance brokers. The transaction securitizes a static portfolio of 27,268 leases granted to U.K. small and midsize enterprises secured over a range of equipment, including commercial vehicles, freight transport, construction equipment, machinery, technology and telecommunications equipment, and business machinery. There is limited balloon payment exposure and no residual value risk. The class A to F-Dfrd notes amortize pro rata, subject to sequential amortization triggers. This static transaction has a split payment waterfall. A combination of note subordination and available excess spread provides credit enhancement for the collateralized debt. Additionally, the structure benefits from an amortizing A/B-Dfrd liquidity reserve fund, fully funded at closing at 1.25% of the class A and B-Dfrd notes' initial principal balance. The reserve can be used to pay interest on those notes, senior fees, swap payments, and clear class A principal deficiency ledger (PDL) balances. Furthermore, in case of a liquidity stress, principal collections can be redirected to cover shortfalls on senior fees and expenses, as well as any interest on the most senior notes outstanding. The assets pay a fixed rate of interest, whereas the notes pay compounded daily Sterling Overnight Index Average (SONIA) plus a margin, subject to a floor of zero. The rated notes benefit from a balance guaranteed swap to mitigate the interest rate mismatch. The issuer is a U.K. company, which S&P considers to be bankruptcy remote in line with its legal criteria. Sovereign, counterparty, and operational risks do not constrain the ratings. Ratings Class Ratings* Amount (mil. GBP) A AAA (sf) 240.682 B-Dfrd AA (sf) 21.002 C-Dfrd A (sf) 14.564 D-Dfrd BBB+ (sf) 12.264 E-Dfrd BBB- (sf) 8.585 F-Dfrd BB (sf) 6.899 G NR 2.606 X-Dfrd B+ (sf) 7.665 *S&P said, "Our rating on the class A notes addresses the timely payment of interest and ultimate payment of principal, and our ratings on the other classes address ultimate payment of interest and principal. Our ratings also address the timely receipt of interest on the rated notes when they become most senior outstanding." NR--Not rated. =============== X X X X X X X X =============== [] BOOK REVIEW: PANIC ON WALL STREET ------------------------------------ A History of America's Financial Disasters Author: Robert Sobel Publisher: Beard Books Softcover: 469 Pages List Price: $34.95 Review by: Gail Owens Hoelscher http://www.beardbooks.com/beardbooks/panic_on_wall_street.html "Mere anarchy is loosed upon the world, the blood-dimmed tide is loosed, and everywhere the ceremony of innocence is drowned; the best lack all conviction, while the worst are full of passionate intensity." What a terrific quote to find at the beginning of a book on a financial catastrophe! First published in 1968. Panic on Wall Street covers 12 of the most painful episodes in American financial history between 1768 and 1962. Author Robert Sobel chose these particular cases, among a dozen or so others, to demonstrate the complexity and array of settings that have led to financial panics, and to show that we can only make; the vaguest generalizations" about financial panic as a phenomenon. In his view, these 12 all had a great impact on Americans of the time, "they were dramatic, and drama is present in most important events in history." They had been neglected by other financial historians. They are: William Duer Panic, 1792 Crisis of Jacksonian Fiannces, 1837 Western Blizzard, 1857 Post-Civil War Panic, 1865-69 Crisis of the Gilded Age, 1873 Grant's Last Panic, 1884 Grover Cleveland and the Ordeal of 183-95 Northern Pacific Corner, 1901 The Knickerbocker Trust Panic, 1907 Europe Goes to War, 1914 Great Crash, 1929 Kennedy Slide, 1962 Sobel tells us there is no universally accepted definition if financial panic. He quotes William Graham Sumner, who died long before the Great Crash of 1929, describing a panic as "a wave of emotion, apprehension, alarm. It is more or less irrational. It is superinduced upon a crisis, which is real and inevitable, but it exaggerates, conjures up possibilities, take away courage and energy." Sobel could find no "law of panics" which might allow us to predict them, but notes their common characteristics. Most occur during periods of optimism ("irrational exuberance?"). Most arise as "moments of truth," after periods of self-deception, when players not only suddenly recognize the magnitude of their problems, but are also stunned at their inability to solve them. He also notes that strong financial leaders may prove a mitigating factor, citing Vanderbilt and J.P. Morgan. Sobel concludes by saying that although financial panics have proven as devastating in some ways as war, and while much research has been carried out on war and its causes, little research has been done on financial panics. Panics on Wall Street stands as a solid foundation for later research on the topic. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *