260403.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, April 3, 2026, Vol. 27, No. 67
Headlines
F I N L A N D
MULTITUDE CAPITAL: Fitch Puts B- Final Rating to Sub. Hybrid Notes
F R A N C E
BANIJAY SAS: Moody's Puts 'B2' CFR on Review for Upgrade
G E R M A N Y
ADLER PELZER: Moody's Puts 'B3' CFR on Review for Downgrade
E-MAC DE 2006-I: Fitch Affirms 'CCsf' Rating on Two Tranches
E-MAC DE 2006-II: Fitch Keeps 'CCsf' Rating on Watch Negative
I R E L A N D
DRYDEN 131: S&P Assigns B- (sf) Rating to Class F Notes
NGC EURO 6: Fitch Assigns 'B-sf' Final Rating to Class F Notes
PROVIDUS CLO XIV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
SIGNAL HARMONIC VI: S&P Assigns B- (sf) Rating to Class F Notes
I T A L Y
GOLDEN BAR 2026-1: Fitch Puts 'BB+sf' Final Rating to Cl. E Notes
INFRASTRUTTURE WIRELESS: S&P Affirms 'BB+' Rating, Off Watch Pos.
L U X E M B O U R G
ARD FINANCE: US Court Grants Chapter 15 Recognition
S P A I N
AERNNOVA AEROSPACE: S&P Lowers LT ICR to 'B-', Outlook Stable
AUTO ABS 2026-1: Fitch Assigns 'BB-sf' Final Rating to Cl. F Debt
AUTO ABS SPANISH 2026-1: Moody's Assigns Ba1 Rating to Cl. F Notes
U N I T E D K I N G D O M
DRAC GLOBAL: BDO LLP Appointed as Joint Administrators
DRAC LOGISTICS: BDO LLP Appointed as Joint Administrators
ENDEAVOUR MINING: Fitch Affirms 'BB' LT IDR, Alters Outlook to Pos.
M8 TRADING: Quantuma, BTG Appointed as Administrators
OCS GROUP: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
SIMPLY MARVELLOUS: FRP Advisory, BTG Named as Joint Administrators
TWINWIN LIMITED: FRP Advisory Named as Joint Provisional Liquidator
X X X X X X X X
[] BOOK REVIEW: A History of the New York Stock Market
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F I N L A N D
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MULTITUDE CAPITAL: Fitch Puts B- Final Rating to Sub. Hybrid Notes
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Fitch Ratings has assigned Multitude Capital Oyj's subordinated
hybrid perpetual notes a final long-term rating of 'B-' with a
Recovery Rating of 'RR6'. The final rating is in line with the
expected rating Fitch assigned to the notes on 10 March 2026 (see
'Fitch Rates Multitude's Upcoming Subordinated Hybrid Perpetual
Notes 'B-(EXP)').
All other issuer and debt ratings of Multitude AG and Multitude
Capital Oyj are unaffected by this rating action.
Key Rating Drivers
Multitude Capital Oyj's hybrid notes are notched down twice from
Multitude AG's 'B+' Long-Term Issuer Default Rating (IDR) because
they represent deeply subordinated perpetual obligations of
Multitude AG as the guarantor of the notes. Multitude Capital Oyj
is a wholly owned subsidiary of Multitude AG and functions as a
dedicated funding vehicle for the group. The notes rank junior to
any present or future unsubordinated or subordinated obligations of
Multitude AG and Multitude Capital Oyj and are senior only to the
companies' share capital. The notching reflects Fitch's expectation
of poor recovery prospects for the hybrid notes, which corresponds
to a Recovery Rating of 'RR6'.
The issue size is EUR70 million, which could be increased to EUR120
million by a tap issue. The notes carry a floating-rate coupon of
three-month EURIBOR plus 8.9% and were priced at 96% of the nominal
amount.
The issue proceeds will primarily be used to refinance Multitude
AG's existing hybrid notes (EUR50 million; ISIN: NO0011037327;
rated B-), of which EUR28 million are held by the group following a
tender offer. The rest are used for general corporate purposes.
Fitch has assigned no equity credit to the issue due to a large
coupon step-up at the first callable date of five years (450bp),
which considerably exceeds the stipulated aggregate coupon step-up
threshold of 100bp under Fitch's Corporate Hybrids Treatment and
Notching Criteria. In Fitch's view, this implies a strong incentive
for the issuer to exercise its right to call, which in turn limits
the permanence and loss absorption capacity of the issue on a
sustained basis.
Pro-forma for the initial issue of EUR70 million, Fitch expects
Multitude group's consolidated gross debt/tangible equity to
increase modestly, as most of the issue proceeds will be used to
refinance the existing hybrid bonds. The issue could also
moderately increase double leverage at the holding company level,
but the overall impact should not change Fitch's assessment of the
group's capitalisation and leverage profile.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The hybrid notes rating could be downgraded if Multitude AG's
Long-Term IDR is downgraded (for sensitivities on Multitude AG's
IDR see "Fitch Upgrades Multitude Bank to 'BB-'; Affirms Multitude
AG at 'B+'" dated 16 January 2026).
Adverse changes to Fitch's assessment of going-concern loss
absorption or recovery prospects for hybrid debt in a default, such
as the introduction of features resulting in easily triggered
going-concern loss absorption or a permanent write-down of the
principal in wind-down, could also result in a widening of the
notching for the hybrid notes' rating to more than two notches
below Multitude AG's Long-Term IDR.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The hybrid notes' rating could be upgraded if Multitude AG's
Long-Term IDR is upgraded.
ESG Considerations
Multitude AG has an ESG Relevance Score of '4' for Exposure to
Social Impacts as a result of its exposure to the high-cost
consumer lending sector. As the regulatory environment evolves
(including a tightening of rate caps), this has a moderately
negative influence on the credit profile through its assessment of
its business model and is relevant to the rating in conjunction
with other factors.
Multitude AG has an ESG Relevance Score of '4' for Customer
Welfare, particularly in view of fair lending practices, pricing
transparency and the potential involvement of foreclosure
procedures, given its focus on the high-cost consumer credit
segment. This has a moderately negative influence on the credit
profile through its assessment of risk appetite and asset quality
and is relevant to the rating in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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Multitude
Capital Oyj
Subordinated LT B- New Rating RR6 B-(EXP)
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F R A N C E
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BANIJAY SAS: Moody's Puts 'B2' CFR on Review for Upgrade
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Moody's Ratings has placed on review for upgrade the B2 corporate
family rating and B2-PD probability of default rating of Banijay
S.A.S. ("Banijay" or "the company"), the world's largest
independent content producer group.
Concurrently, Moody's have also placed on review for upgrade the B2
ratings of the EUR400 million senior secured TLB due February 2032,
the EUR540 million and $400 million backed senior secured notes due
May 2029, the EUR555 million senior secured term loan due March
2028 and the EUR170 million senior secured revolving credit
facility (RCF) due September 2027, all issued by Banijay
Entertainment S.A.S (Banijay Entertainment); and the $500 million
senior secured term loan due March 2028 and issued by Banijiay
Group US Holdings Inc. Previously, the outlook on all entities was
stable.
The rating action follows the announcement of the combination of
Banijay Entertainment and All3media Limited (All3Media). The review
for upgrade reflects Moody's expectations of a material improvement
in Banijay's business and financial profile following the business
combination, as well as the significant cost synergies anticipated
within 12 months of closing.
The review will focus on the transaction's key terms, the combined
group's business and financial profile, strategy, growth prospects,
and the new entity's financial policy. Assuming no significant
changes in financial policy, completion of the review, which is
subject to customary regulatory approvals, is expected to result in
an upgrade of all ratings by one notch. The transaction is expected
to close by fall of 2026.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's have placed Banijay's ratings on review for upgrade after
the company announced on March 03, 2026 [1] that it had entered
into a strategic partnership to merge Banijay Entertainment with
All3Media.
The new company, which will operate under the Banijay name, will be
jointly owned by Banijay Group and RedBird IMI, the current owner
of All3Media. Each will hold a 50% stake, and Banijay Group will
continue to consolidate the new company's earnings.
The transaction will result in a full equity roll over of RedBird
IMI's entire stake in All3Media into the newly combined entity.
This implies a total cash upstream to Banijay Group of EUR796
million, comprising a EUR625 million payment to Banijay Group from
RedBird IMI and a EUR171 million pre closing dividend paid by
Banijay Entertainment to Banijay Group only, reflecting the agreed
valuations of All3Media and Banijay Entertainment for the purposes
of the transaction.
The transaction is credit positive for Banijay as it is expected to
materially enhance the combined group's scale, intellectual
property ownership and geographic diversification, while
strengthening its presence in English speaking markets and
expanding its digital activities.
The combination is also expected to strengthen Banijay's strategic
positioning and relationships with global streaming platforms,
supporting long term revenue visibility. In addition, the
transaction structure is supportive of the group's financial
profile and key credit metrics. Moody's expects the combination to
accelerate intellectual property monetisation, diversify the
content offering and create new revenue streams, including through
digital and live adaptations.
The transaction is also expected to deliver approximately EUR50
million of cost synergies, with the full implementation achieved
within 12 months of closing, driven by enhanced coordination across
distribution and sales activities, optimisation of central and
support functions, and procurement and shared services efficiencies
from increased scale.
After completion of the transaction, Marco Bassetti, currently CEO
of Banijay Entertainment, will serve as CEO of the newly formed
group and Jane Turton, currently CEO of All3Media, will become
Deputy CEO. Jeff Zucker, CEO of RedBird IMI, will become Chairman
of the Board of the new combined entity.
Prior to placing the ratings on review, Moody's said that upward
pressure could develop if the company continues to generate
positive earnings growth driven by the successful execution of its
content strategy. Quantitatively, it would require improved credit
metrics, including a decrease in its Moody's-adjusted gross
leverage ratio below 5.75x, and stronger positive free cash flow
(FCF) generation after shareholder distributions, both on a
sustained basis.
Prior to placing the ratings on review, Moody's said that downward
rating pressure could build if operating performance deteriorates,
Moody's-adjusted gross leverage increases above 6.75x on a
sustained basis or FCF generation turns negative, leading to a
deterioration in the company's liquidity.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
Banijay S.A.S., headquartered in Paris, France, is the world's
largest independent content production group. It creates, develops,
sells, produces and distributes television content worldwide across
a well-diversified network of around 130 production companies in 25
countries. The group has a strong position in both scripted and
non-scripted content production, and benefits from an extensive
library of more than 200,000 hours of content. In 2025, the group
reported revenue and Moody's-adjusted EBITDA of EUR3.3 billion and
EUR449 million, respectively. Banijay Group N.V. (formerly FL
Entertainment), listed in Amsterdam, is the parent company of
Banijay S.A.S. and also controls its sister company Betclic Everest
Group S.A.S. (Betclic, Ba3 stable).
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G E R M A N Y
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ADLER PELZER: Moody's Puts 'B3' CFR on Review for Downgrade
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Moody's Ratings has placed the B3 corporate family rating, the B3
backed senior secured notes rating and the B3-PD probability of
default rating of German auto parts supplier Adler Pelzer Holding
GmbH (Adler Pelzer) on review for downgrade. Previously, the
outlook was stable.
"The review was driven by the company's weak liquidity situation,
as the EUR55 million revolving credit facility (RCF), which was
repaid by EUR33 million at the end of 2025, has become current
already and the refinancing pressure on company's EUR400 million
backed senior secured notes due in April 2027 is increasing," said
Matthias Heck, a Moody's Ratings Vice President – Senior Credit
Officer and Lead Analyst for Adler Pelzer. "The review will focus
on the company's refinancing measures and the resilience of its
operating performance in the currently challenging geopolitical and
macroeconomic environment. While Adler Pelzer's leverage metrics
based on published 2025 audited financial statements are in line or
even above Moody's expectations for the B3 rating category, the
interest coverage ratio is possibly outside the required range"
added Mr. Heck.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for downgrade will focus on the company's measures to
refinance its RCF and backed senior secured notes, as maturities
are getting closer and the market environment is very difficult,
especially in the context of the conflict in the Middle-East and
resulting higher energy prices globally. More precisely, the review
will focus on the timing, volume and conditions of the refinancing.
Moody's expects to conclude the review within 30-45 days.
The company has been following an opportunistic refinancing
approach, leading to increased refinancing pressure. At this point,
the company has not specified the exact refinancing volume. Moody's
expects the company's shareholder to be supportive to the
transaction. In this respect, Moody's notes that the company's
previous refinancing in 2023 was supported by a EUR120 million
shareholder loan, of which EUR30 million were converted into equity
in 2025. The current outstanding volume (including accrued
interest) was approximately EUR106 million at the end of 2025.
A rating downgrade is highly likely if the company fails to
refinance its outstanding backed senior secured notes at least one
year in advance, or if the refinancing is only possible at very
high interest rates, which could constrain the company's ability to
generate positive free cash flow and its interest coverage ratio.
At the same time, Moody's recognizes the company's solid operating
performance in 2025, which delivered leverage metrics in line or
even above Moody's expectations for the B3.
The review is predicated upon Moody's baseline scenario which
assumes a short-lived conflict in the Middle East, likely a matter
of weeks. Nevertheless, Moody's recognizes that Adler Pelzer
operates in an industry that is materially exposed to a further
deterioration in the Middle East conflict, which may have more
consequential impact on its creditworthiness and ability to
refinance. Adler Pelzer has no direct exposure to the region in
terms of production or customers. However, sustained higher energy
prices could negatively impact consumer demand and production
volumes in the global automotive industry.
On March 16, 2026, Adler Pelzer published 2025 audited financial
statements, which were in line with the pre-released numbers
published on February 10: Revenues declined by 6.3% to EUR2.1
billion, while EBITDA increased by 4.5% to EUR235 million, implying
a margin of 11.2% (10.1% in 2024). On a Moody's adjusted basis,
this leads to an EBIT margin of 5.7%, which is strong for the B3
rating.
Adler Pelzer also generated positive free cash flows (EUR59 million
on a Moody's adjusted basis), benefiting from a positive working
capital swing after an outflow in 2024. The working capital swing
was supported by earlier payments from OEM customers. Free cash
flows were also supported by strict capex discipline. On a Moody's
adjusted basis, debt/EBITDA amounted to 3.7x at the end of 2025,
which was also strong for the B3. At the same time, the continued
high interest expense resulted in an EBITDA/interest cover of 2.8x,
which is appropriate for the B3.
ESG CONSIDERATIONS
ESG considerations have been a driver for this rating action,
because the company's opportunistic approach to refinance has
further weakened the company's liquidity profile.
The key upgrade factor for Adler Pelzer's B3 CFR is the improvement
in its liquidity to at least adequate levels, supported by a
successful refinancing at conditions allowing sustained positive
Moody's-adjusted FCF. Quantitatively, Moody's-adjusted EBIT margin
exceeding 4%, Moody's-adjusted debt/EBITDA remaining below 4.5x,
and Moody's-adjusted EBITDA/interest expense exceeding 3.5x, all on
a sustained basis, would also indicate positive rating pressure.
Moody's could downgrade Adler Pelzer's B3 CFR, if its liquidity
deteriorated further. Moreover, a downgrade could be driven by
Moody's-adjusted EBIT margin reduced below 3%, Moody's-adjusted
debt/EBITDA exceeded 5.5x and Moody's-adjusted EBITDA/interest
expense below 2.5x, all on a sustained basis. The group's failure
to maintain positive Moody's-adjusted FCF could also indicate
negative rating pressure.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Automotive
Suppliers published in November 2025.
The scorecard-indicated outcome as of December 2025 and on a 12-18
months forward view is B1, two notches above the actual rating. The
difference is explained by the group's weak liquidity.
COMPANY PROFILE
Adler Pelzer is a global automotive supplier, headquartered in
Hagen, Germany. The group is a global leader in the design,
engineering and manufacturing of acoustic and thermal components
and systems for light passenger vehicles and trucks.
Its largest product portfolio is for passenger compartments, and
includes floor trim, door shields, seals, and felt and foam
insulation parts. Adler Pelzer also produces panels and trims for
the engine compartment and the trunk. In 2025, the group generated
revenue of EUR2.1 billion and a company-defined EBITDA of EUR235
million (11.2% margin).
Adler Pelzer is a wholly owned subsidiary of Adler Group S.p.A.,
owned by Adler Plastic S.p.A. (71.93% share) and Japanese Hayashi
Telempu Corporation (28.07%). Adler Plastic S.p.A. is owned by
members of the Scudieri family (a 35% direct stake), and the joint
venture Global Automotive Interior Alliance (GAIA) with a 65%
stake, of which the family owns a 61.58% share and Hayashi Telempu
Corporation the remaining 38.42%.
E-MAC DE 2006-I: Fitch Affirms 'CCsf' Rating on Two Tranches
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Fitch Ratings has affirmed E-MAC DE 2006-I B.V.'s notes, as
detailed below.
Entity/Debt Rating Prior
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E-MAC DE 2006-I B.V
Class C XS0257591338 LT CCCsf Affirmed CCCsf
Class D XS0257592062 LT CCsf Affirmed CCsf
Class E XS0257592575 LT CCsf Affirmed CCsf
Transaction Summary
The transaction is a true-sale securitisations of German
residential mortgage loans originated by GMAC-RFC Bank GmbH. CMIS
Investment B.V. is the servicer and issuer administrator of the
transaction. Primary servicing activities have been subserviced to
Adaxio AMC GmbH, the successor to GMAC-RFC Bank GmbH.
KEY RATING DRIVERS
Ratings in Distressed Categories: The highest rating is currently
'CCCsf'. As Fitch's sector-specific European RMBS Rating Criteria
do not explicitly include assumptions for rating scenarios below
the base case, the analysis has been performed in accordance with
Fitch's Global Structured Finance Rating Criteria. The rating
analysis follows an approach that projects the portfolio's expected
performance based on the current circumstances, and structural
features have been incorporated to determine which distressed
rating applies to each class of notes.
Weak Asset Performance: The transaction has had major cumulative
losses over its lifetime and the pool is now becoming concentrated,
so that payments and recoveries on the remaining loans will be
volatile. Limited excess spread, also due to high fees to be paid,
means only a small portion of the accumulated losses can be
recovered. Reliance on unsecured recoveries for fee and interest
payments indicates additional downside risk.
Junior Notes Undercollateralised: The class D and E notes are no
longer fully backed by performing assets due to large losses to
date. The class C notes are not yet under-collateralised, but
credit enhancement is well below its expected losses and available
excess spread remains limited. These ratings have been affirmed at
'CCCsf' and below to reflect the high likelihood of principal
losses.
Credit Enhancement Trends: The transaction is amortising
sequentially, and Fitch does not expect a switch to pro-rata given
its large principal deficiency ledger (PDL) balance, arrears and
reserve fund trigger breaches. The class A notes were repaid in
full in August 2020. Most recently, the class B notes were paid in
full in May 2025.
Limited Servicer-Related Risks: Fitch sees limited risk of
servicing discontinuity following an English Commercial Court
judgment against CMIS Nederland B.V. and CMIS Investments B.V.
(both of CMIS group, collectively CMIS) related to other E-MAC
transactions. As publicly stated by the director of the issuers in
March 2023, CMIS Investment B.V. has indicated that it does not
anticipate a risk of financial distress as a result of the legal
proceedings against it.
Fitch also believes that despite the initiation of private
statutory pre-insolvency proceedings of CMIS Nederland B.V.,
another subsidiary of CMIS group to which the servicer belongs, the
amounts owed by CMIS under the court judgment are unlikely to be
imposed on CMIS group or any other group entity. Fitch believes
that discussions on servicing continuity are still ongoing.
Servicing continuity risk is further contained by the availability
of alternative servicers in Germany market, and sufficient
liquidity coverage provided by liquidity facilities.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Higher fees, expenses and swap costs or lower income from the asset
portfolio, including unsecured recoveries, could result in a
downgrade of the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Increasing excess spread in combination with small credit losses
could reduce existing PDL entries, positively affecting the ratings
of notes rated 'CCCsf' and below.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the rating agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
E-MAC DE 2006-I B.V has an ESG Relevance Score of '4'[-] for
Transaction Parties & Operational Risk due to weaker underwriting
standards applied by the originator that have manifested in
weaker-than-market performance of the asset portfolio, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
E-MAC DE 2006-II: Fitch Keeps 'CCsf' Rating on Watch Negative
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Fitch Ratings has maintained E-MAC DE 2006-II B.V.'s notes on
Rating Watch Negative (RWN) and affirmed E-MAC DE 2005-I B.V.'s
notes, as detailed below.
Entity/Debt Rating Prior
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E-MAC DE
2005-I B.V.
Class C
XS0221902538 LT A+sf Affirmed A+sf
Class D
XS0221903429 LT CCCsf Affirmed CCCsf
Class E
XS0221904237 LT CCsf Affirmed CCsf
E-MAC DE
2006-II B.V.
Class C
XS0276934667 LT AA-sf Rating Watch Maintained AA-sf
Class D
XS0276935045 LT CCsf Rating Watch Maintained CCsf
Class E
XS0276936019 LT CCsf Rating Watch Maintained CCsf
Transaction Summary
The transactions are true-sale securitisations of German
residential mortgage loans originated by GMAC-RFC Bank GmbH. CMIS
Investment B.V. (CMIS-I) is the servicer and issuer administrator
of both transactions. Primary servicing activities have been
subserviced to Adaxio AMC GmbH, the successor to GMAC-RFC Bank
GmbH.
KEY RATING DRIVERS
Counter-Indemnity Claims Against Issuer: Fitch placed 2006-II's
class C, D and E notes on RWN in February 2025 to reflect the risk
to payment of the notes following an English Commercial Court
judgment against CMIS Nederland B.V. (CMIS-N) and CMIS-I (both of
CMIS group, collectively CMIS) relating to unpaid subordinated swap
amounts owed to swap counterparties. The court judgment involved
seven Dutch and German E-MAC transactions, five of which are rated
by Fitch.
Fitch understands from transaction-related communications that CMIS
has not appealed the January 2025 English Commercial Court
judgment. Following the judgment, CMIS-N, involved in the Dutch
E-MAC transactions, initiated private statutory pre-insolvency
proceedings on 11 February 2025, for debt restructuring. Fitch is
not aware of any material public update on these pre-insolvency
proceedings.
RWN Maintained: CMIS stated in court it intends to seek
counter-indemnities from the issuers of the seven transactions.
E-MAC transactions not parties to the English court proceedings
could also be subject to counter-indemnity claims where unpaid
subordinated swap amounts exist as per the investor reports. If
successfully pursued, these counter-indemnities could jeopardise
payment of the notes. Fitch believes payments arising from any
successful counter-indemnity claims are to remain subordinated in
the transactions' waterfalls. However, it is uncertain whether CMIS
will attempt any actions to secure a more favourable position.
Fitch has consequently maintained 2006-II on RWN, pending further
developments. Fitch is not aware of any material public update on
the pursuit of such counter-indemnity claims. Based on publicly
available information, Fitch believes that there have never been
any outstanding unpaid subordinated swap amounts owed to the swap
counterparty for 2005-I.
Servicer-Related Risks Limited: Fitch believes the risk of
servicing discontinuity following the court judgment is limited. As
publicly stated by the issuers' director in March 2023, CMIS-I
indicatively does not anticipate risk of distress from the legal
proceedings against it. Fitch also believes that the pre-insolvency
proceedings of CMIS-N are unlikely to affect servicer continuity as
the amounts owed by CMIS under the judgment are unlikely to be
imposed on CMIS group or another group entity. Fitch believes that
discussions on servicing continuity are ongoing. The risk is also
contained by the availability of alternative servicers in Germany,
and liquidity coverage provided by the liquidity facilities.
Ongoing Monitoring: Fitch will continue to closely monitor the
progress and the developments relating to CMIS's pursuit of any
counter-indemnity claims against the issuer and their impact on the
CMIS group. No public update on the outcome of the proceedings has
been provided to date. Fitch aims to resolve the RWN once CMIS's
situation and response become clearer; however, in the absence of
sufficient information ahead of the next review, Fitch may take
rating actions on the affected transactions and servicer ratings
and, where applicable, may also consider withdrawing the ratings
for E 2006-II.
Counterparty Exposure Caps Ratings: The liquidity facility of
2005-I remains fully drawn by the issuer. The drawn amounts are
held at the issuer's transaction account bank, ABN AMRO Bank N.V..
For 2005-I's class C notes, Fitch has maintained the rating cap at
ABN AMRO Bank N.V.'s deposit rating (A+) because of a higher
reliance on the facility to cover expenses. Changes in the bank's
rating will directly affect the notes' rating.
Excessive Reliance on Liquidity Facility: The liquidity facility
for 2006-II has not been drawn as the rating of its provider,
NatWest Markets Plc (Long-Term Issuer Default Rating (IDR):
AA-/Stable), fulfils the documented rating requirements. However,
Fitch has capped the class C notes' rating at the facility
provider's Long-Term IDR because Fitch believes that there is
excessive reliance on the facility to make interest payments.
Junior Notes Undercollateralised: 2005-I's class E notes and
2006-II's class D and E notes are no longer fully backed by
performing assets, due to large losses to date. 2005-I's class D
notes are not yet under-collateralised, but credit enhancement is
well below its expected losses and available excess spread remains
limited. These ratings have been affirmed at 'CCCsf' and below to
reflect the high likelihood of principal losses.
Credit Enhancement Trends: The transactions are amortising
sequentially leading to increased credit enhancement for the
outstanding senior notes and Fitch does not expect a switch to
pro-rata given the large principal deficiency ledger (PDL) balance,
arrears and reserve fund trigger breaches. 2006-II's class A notes
were repaid in full in August 2020 and 2005-I's class A notes in
August 2018 and class B notes in February 2022. Most recently,
2006-II's class B notes were paid in full in August 2023. Principal
losses for 2005-I's and 2006-II's class C notes are less of a risk.
Ratings are instead driven by risks to the coverage of expenses and
notes interest.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
For 2005-I's class C notes, a downgrade of the transaction account
bank's deposit rating would result in a downgrade of the notes'
rating as it is capped at the transaction account bank's rating.
For 2006-II's class C notes, a downgrade of the liquidity facility
provider's Long-Term IDR would result in a downgrade of the notes'
rating as it is capped at the liquidity facility provider's rating.
Further, the notes could be downgraded by several notches if CMIS
successfully pursues counter-indemnity claims against the E-MAC
issuers and this leads to a reduction in available funds to meet
payments to the notes.
Higher fees, expenses and swap costs or lower income from the asset
portfolio including unsecured recoveries could result in a
downgrade of the notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
For 2005-I's class C notes, an upgrade of the transaction account
bank's deposit rating could result in an upgrade of the notes'
rating.
For 2006-II's class C notes, an upgrade of the liquidity facility
provider's Long-Term IDR could result in an upgrade of the notes'
rating.
Increasing excess spread and small credit losses could reduce
existing PDL entries, positively affecting the ratings of the
junior notes rated 'CCCsf' and below.
CRITERIA VARIATION
Fitch continues to apply haircuts of 50% for each property value,
which is a variation from the European RMBS Rating Criteria. This
aims at aligning the assumed recovery rates with observed
recoveries and widens assumed losses. However, as ratings are more
sensitive to cost-income dynamics in the interest waterfall than
credit losses, Fitch sees no direct impact of this criteria
deviation on ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the rating agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
2005-I and 2006-II have ESG Relevance Scores of '4' for Transaction
Parties & Operational Risk due to weaker underwriting standards
applied by the originator that have manifested in
weaker-than-market performance of the asset portfolio and in
transaction adjustments to the foreclosure frequency, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
=============
I R E L A N D
=============
DRYDEN 131: S&P Assigns B- (sf) Rating to Class F Notes
-------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dryden 131 Euro
CLO DAC's class A Loan and class A to F notes. At closing, the
issuer also issued unrated subordinated notes.
The reinvestment period will be approximately five years, while the
noncall period will be two years after closing.
Under the transaction documents, the rated notes and loan will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes and loan will switch to semiannual
payment.
The ratings assigned to the notes and loan 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 and loan 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 2,638.28
Default rate dispersion 565.90
Weighted-average life (years) 5.22
Obligor diversity measure 118.28
Industry diversity measure 25.72
Regional diversity measure 1.26
Country concentration in sovereigns rated below 'AA-' (%) 24.36
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 146
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.38
Target 'AAA' weighted-average recovery (%) 36.85
Actual weighted-average spread net of floors (%) 3.50
Actual weighted-average coupon (%) 6.24
Rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400.0 million target par
amount, the target weighted-average spread of 3.50%, the covenanted
weighted-average coupon of 3.60%, and the identified
weighted-average recovery rates. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"Until the end of the reinvestment period on April 15, 2031, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes and loan. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes."
The class A Loan and class A notes can withstand stresses
commensurate with the assigned ratings.
The class F notes' current break-even default rate cushion is
negative at the assigned rating. S&P said, "Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis further reflects several factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- S&P said, "Our model-generated portfolio default risk, which is
at the 'B-' rating level at 24.82% (for a portfolio with a
weighted-average life of 5.22 years) versus 16.70% if we were to
consider a long-term sustainable default rate of 3.2% for 5.22
years."
-- Whether the tranche is vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance for this note to default.
-- If S&P envisions this tranche to default in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for all rated
classes of notes and loan.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A Loan and class A to E
notes, based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its 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 S&P's ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.
Dryden 131 Euro CLO DAC is a European cash flow CLO securitization
of a revolving pool, comprising euro-denominated senior secured
loans and bonds issued mainly by speculative-grade borrowers. PGIM
Loan Originator Manager Ltd. manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate
A AAA (sf) 223.00 38.00 Three/six-month EURIBOR
plus 1.21%
A Loan AAA (sf) 25.00 38.00 Three/six-month EURIBOR
plus 1.21%
B-1 AA (sf) 32.00 27.50 Three/six-month EURIBOR
plus 1.75%
B-2 AA (sf) 10.00 27.50 4.46%
C A (sf) 24.00 21.50 Three/six-month EURIBOR
plus 2.35%
D BBB- (sf) 30.00 14.00 Three/six-month EURIBOR
plus 3.50%
E BB- (sf) 17.00 9.75 Three/six-month EURIBOR
plus 6.30%
F B- (sf) 13.00 6.50 Three/six-month EURIBOR
plus 9.59%
Sub notes NR 32.74 N/A N/A
*The ratings assigned to the class A Loan and class A, B-1, and B-2
notes address timely interest and ultimate principal payments.
S&P's ratings address ultimate interest and principal payments on
the other rated notes. The payment frequency switches to semiannual
and the index switches to six-month EURIBOR when a frequency switch
event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
NGC EURO 6: Fitch Assigns 'B-sf' Final Rating to Class F Notes
--------------------------------------------------------------
Fitch Ratings has assigned NGC Euro CLO 6 DAC final ratings as
detailed below.
Entity/Debt Rating Prior
----------- ------ -----
NGC Euro CLO 6 DAC
A XS3231181085 LT AAAsf New Rating AAA(EXP)sf
B XS3231181242 LT AAsf New Rating AA(EXP)sf
C XS3231181838 LT Asf New Rating A(EXP)sf
D XS3231182059 LT BBB-sf New Rating BBB-(EXP)sf
E XS3231182216 LT BB-sf New Rating BB-(EXP)sf
F XS3231182489 LT B-sf New Rating B-(EXP)sf
Subordinated Notes
XS3231182646 LT NRsf New Rating NR(EXP)sf
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 have been
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) has a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL)
test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors 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 comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.7%.
Diversified Portfolio (Positive): The transaction includes four
Fitch matrices. Two are effective at closing, corresponding to an
8.5-year WAL, while two are effective one year after closing,
corresponding to a 7.5-year WAL. Each matrix set includes two
different fixed-rate asset limits at 5% and 10%. All matrices are
based on a top-10 obligor concentration limit at 20%. The
transaction has a maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.
Portfolio Management (Neutral): The transaction has an
approximately 4.5-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.
Cash Flow Modelling (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 limitation 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 and B notes, would
lead to downgrades of one notch each for the class C, 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 rating cushion of two notches, due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio. The class A notes have no cushion, 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 three notches
each for the class A and D notes, 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 two notches each for the class B, C and D notes and
three notches for the class E and F notes. The 'AAAsf' rated notes,
which are at the highest level on Fitch's scale, cannot be
upgraded.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, 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.
PROVIDUS CLO XIV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Providus CLO XIV DAC notes final
ratings, as detailed below:
Entity/Debt Rating
----------- ------
Providus CLO XIV DAC
Class A XS3276171769 LT AAAsf New Rating
Class B XS3276171926 LT AAsf New Rating
Class C XS3276172148 LT Asf New Rating
Class D XS3276172494 LT BBB-sf New Rating
Class E XS3276172650 LT BB-sf New Rating
Class F XS3276172908 LT B-sf New Rating
Subordinated Notes XS3276173112 LT NRsf New Rating
Transaction Summary
Providus CLO XIV DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million that is actively managed by Permira Credit European CLO
Manager 2 LLP.
The CLO has a 4.6-year reinvestment period and a 7.5-year weighted
average life test (WAL) at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'. The Fitch weighted
average rating factor of the identified portfolio is 23.8.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.7%
Diversified Asset Portfolio (Positive): The transaction has various
concentration limits, including a maximum exposure to the three
largest Fitch-defined industries in the portfolio at 40%. These
covenants ensure the asset portfolio will not be exposed to
excessive concentration.
Portfolio Management (Neutral): The transaction includes four Fitch
matrices. Two are effective at closing corresponding to a 7.5-year
WAL. The other two correspond to a seven-year WAL and are effective
12 months after closing (or 24 months after closing if the WAL step
up condition is satisfied) and are subject to the adjusted
collateral principal amount (ACPA) being at least equal to the
target par amount. Each matrix set corresponds to two different
fixed-rate asset limits at 5% and 10%. All matrices are based on a
top 10 obligor concentration limit at 20%.
The deal has a 4.6-year reinvestment period, which is governed by
reinvestment criteria that are 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 deal
structure against its covenants and portfolio guidelines.
WAL Test Step-Up Feature (Neutral): The transaction can extend its
WAL by 12 months on or after the step-up date, which is 12 months
after closing. The WAL extension is subject to conditions including
the satisfaction of the collateral quality tests and the ACPA being
at least equal to the reinvestment target par balance. If the
transaction has switched to the forward matrix set prior to the
step up, the transaction can only extend the WAL 24 months after
closing.
Cash Flow Analysis (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio is 12 months less than the WAL covenant to
account for structural and reinvestment conditions after the
reinvestment period, including the satisfaction of the coverage
tests and Fitch 'CCC' limit, together with a consistently
decreasing WAL covenant. These conditions would, in Fitch's
opinion, reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to downgrades of one notch for
the class B to E notes and to below 'B-sf' for the class F notes.
It would not affect the class A and B notes.
Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to F notes have two-notch
cushions and the class A notes have no rating cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the notes, except for the class F notes, which would be
downgraded to below 'B-sf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to four notches, except for the 'AAAsf' notes, which
are at the highest level on Fitch's scale and cannot be upgraded.
During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread 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
Providus CLO XIV DAC
The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Providus CLO XIV
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.
SIGNAL HARMONIC VI: S&P Assigns B- (sf) Rating to Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Signal Harmonic
CLO VI DAC's class A, B, C, D, E, and F notes. The issuer also
issued unrated subordinated notes and class M notes.
The ratings assigned to the notes reflect our assessment of:
-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,812.01
Default rate dispersion 505.06
Weighted-average life (years) 4.88
Weighted-average life extended to cover
the length of the reinvestment period (years) 5.00
Obligor diversity measure 97.02
Industry diversity measure 19.78
Regional diversity measure 1.32
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.22
Target 'AAA' weighted-average recovery (%) 37.22
Target weighted-average spread (%) 3.78
Rating rationale
Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately five years after
closing.
The portfolio is well diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
CDOs.
S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.70%),
the covenanted weighted-average coupon (4.50%), and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all rating levels. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.
"Until the end of the reinvestment period on March 31, 2031, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.
"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that the assigned ratings are commensurate with
the available credit enhancement for all the rated classes of
notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.27%
B AA (sf) 44.00 27.00 Three/six-month EURIBOR
plus 1.80%
C A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 2.20%
D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.00%
E BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 5.40%
F B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 8.73%
Sub notes NR 25.70 N/A N/A
M NR 2.648 N/A N/A
*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
=========
I T A L Y
=========
GOLDEN BAR 2026-1: Fitch Puts 'BB+sf' Final Rating to Cl. E Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Golden Bar (Securitisation) S.r.l. -
Series 2026-1 (GB 2026-1) notes final ratings and withdrawn the
expected rating on the class A2 notes.
Entity/Debt Rating Prior
----------- ------ -----
Golden Bar
(Securitisation)
S.r.l. - Series
2026-1
A1 LT AA+sf New Rating AA+(EXP)sf
A2 LT WDsf Withdrawn AA+(EXP)sf
B LT AA-sf New Rating AA-(EXP)sf
C LT Asf New Rating A(EXP)sf
D LT BBB+sf New Rating BBB+(EXP)sf
E LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
GB 2026-1 is a securitisation of unsecured consumer loans and
vehicles loans with standard and flexible amortisation repayment
granted to individuals ("persone fisiche") and individual
entrepreneur borrowers, by Santander Consumer Bank S.p.A. (SCB),
with a revolving period of nine months. SCB is wholly owned by
Santander Consumer Finance, S.A. (A/Stable/F1), the consumer credit
arm of Banco Santander, S.A. (A/Stable/F1).
The class A2 notes were not issued. Consequently, Fitch has
withdrawn the expected rating on these notes.
KEY RATING DRIVERS
Diverse Portfolio Composition: Fitch's base-case default
expectations are set at 6.1% for personal loans, 1.7% for new
vehicles and 3.0% for used vehicles. Fitch assigned the same base
case to flexible and standard auto loans, consistent with the
previous transaction as historical performance is not materially
different. Fitch assumes the portfolio's composition will be
broadly unchanged during the nine-month revolving period. In its
cash flow analysis, Fitch modelled the current portfolio without
applying stresses
Pro Rata Subject to Triggers: The class A to D notes will repay pro
rata until a sequential redemption event occurs. Fitch views a
switch to sequential amortisation as unlikely in the base case due
to the gap between its portfolio loss expectations and performance
triggers. The mandatory switch to sequential paydown, when the
collateral balance falls below a certain threshold, mitigates tail
risk.
No Servicing Fees Modelled: The deal envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. The reserve is adequate to cover its
stressed servicer fees at the notes' maximum achievable rating
throughout the transaction's life. Consequently, Fitch has not
modelled any servicing fees in its cash flow analysis, resulting in
the availability of higher excess spread to the structure.
Excess Spread Notes Rating Cap: The class E notes is issued to fund
the cash reserve, are uncollateralised and interest and principal
will be paid from the available excess spread. The class E notes
starts amortising from the issue date. Fitch caps the notes' rating
at 'BB+sf', in line with its Global Structured Finance Rating
Criteria.
'AA+sf' Sovereign Cap: The class A notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB+/Stable/F1), which is the cap for Italian structured finance
and covered bonds. The Stable Outlook on the class A notes reflects
that on the sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The rating on the class A notes, at the applicable rating cap, is
sensitive to changes in Italy's Long-Term Issuer Default Rating
(IDR), as a downgrade of Italy's IDR and downward revision of the
'AA+sf' rating cap for Italian structured finance transactions
would trigger downgrades of notes rated at this level.
Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce loss levels larger than the base
case and could result in negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and decrease in the recovery base case by 25% would lead to
downgrades of up to three notches for the class B to D notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's Long-Term IDR and revision of the related
rating cap for Italian structured finance transactions could
trigger an upgrade of the class A notes.
An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to three notches for the class B to D notes,
provided there are no other qualitative elements that could limit
the ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
Date of Relevant Committee
27 February 2026
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.
INFRASTRUTTURE WIRELESS: S&P Affirms 'BB+' Rating, Off Watch Pos.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' ratings on Infrastrutture
Wireless Italiane S.p.A. (INWIT) and its debt and removed them from
CreditWatch with positive implications, where its placed them on
Sept. 25, 2025.
The stable outlook reflects S&P's views that S&P Global
Ratings-adjusted leverage will remain at 5.5x-6.5x in the next 12
months, commensurate with a 'BB+' rating, supported by INWIT's
commitment to maintain its leverage target at 5.0x-6.0x despite the
uncertainty caused by Fastweb's and TIM's attempt to break the
MSA.
On March 25 and March 29, 2026, INWIT received notice of
termination of the master service agreement (MSA) from its two
anchor tenants, Swisscom subsidiary Fastweb SpA (Fastweb) and TIM
SpA, which in S&P's view reduces INWIT's revenue visibility in the
medium term.
S&P said, “We understand INWIT will mount a legal challenge to
Fastweb and TIM's actions and believe that any future negative
developments would likely be gradual and take time to materialize,
with management appearing willing and able to take mitigating
measures.
"We removed the rating from CreditWatch with positive implications
because the disagreement on the terms in the MSA contract between
INWIT and its anchor tenants Fastweb and TIM reduces revenue
visibility in the next three to five years. On March 25, 2026,
Fastweb notified INWIT it was terminating the MSA, which will be
effective on March 2028. Four days later, on March 29, 2026, TIM
also notified INWIT it was terminating the MSA, which either will
be effective in August 2030 or March 2028 depending on the outcome
of litigation regarding Vodafone's 2020 transaction. The two anchor
tenants of INWIT generated about 80% of INWIT's total estimated
revenue in 2025. We understand INWIT will mount a legal challenge
against Fastweb's and TIM's actions based on the validity of the
MSA contracts, which INWIT believes should last until 2038 without
a termination option. We do not yet have visibility on the outcome,
and INWIT has indicated the timeline of such legal action,
particularly in the case of Fastweb's action could stretch until
2029, depending on subsequent appeals. In the worst case (the MSAs
are terminated in March 2028), we understand that Fastweb and TIM
will continue to fulfill their obligations until then. Still, a key
requirement to relaxing our rating thresholds and favorably
resolving our positive CreditWatch was INWIT's revenue visibility
over the medium term, something that we believe the current
situation reduces. This led us to maintain the current rating
thresholds for INWIT at 5.5x-6.5x for a 'BB+' rating and affirm the
rating on INWIT.
"We assigned a stable outlook because we think that any future
negative impact would take time to materialize and would likely be
gradual. At the same time, we think the company's strong cash flow
generation would help mitigate the effect on its creditworthiness.
We believe there is a wide spectrum of possible medium-term
outcomes, ranging from full continuation of the current revenue
stream on one hand, to a material decline on the other hand, given
several factors such as the strength of INWIT's competitive
position and the difficulties and time to replicate a national
tower network for the client mobile network operator, as well as
the likely willingness of INWIT to maintain long-term commercial
relationships with its tenants." In addition, INWIT's business
model is highly cash generative, which gives it the capacity to
reduce debt and mitigate any negative impact on revenue so as to
preserve credit quality.
INWIT's strong competitive position, unique characteristics of the
Italian tower market, and high barriers to entry generally for
towers should remain supportive to INWIT's business risk profile.
INWIT boasts a very strong position in Italy, capturing about half
of the Italian tower market through a nationwide dense network of
about 25,500 sites hosting about 60,200 points of presence. It
ranks ahead of the second- and third-largest tower operators,
Cellnex and Phoenix Tower International. The high quality of the
company's site network stems from its favorable locations, which
benefit from the historical first-mover advantage of TIM and
Vodafone Italy. Additionally, a significant portion of its tower
backhaul is equipped with fiber, providing a more powerful
connection between radio sites and clients' local exchanges
compared with traditional microwaves. The Italian tower market is
highly concentrated with INWIT and Cellnex controlling about 90% of
market share by number of towers. S&P said, "We understand that TIM
and Fastweb + Vodafone recently announced a tower joint venture to
build up to 6,000 towers. However, the target timeline to complete
this project remains uncertain, and we think it could take several
years beyond March 2028. Zoning restrictions and Italy's regulatory
limits on electromagnetic field levels, as well as high capital
spending (capex), will continue as barriers to entry for new market
entrants. That said, we see relative weaknesses of European tower
companies compared with the more developed markets, such as in the
U.S. INWIT's exposure in the current renewal risks and potential
disruption risk in the event of changes in the Italian tower market
structure confirm our views, especially the renewal risk of tower
agreements struck above market rates as part of sale-and-lease-back
transactions that maximize sale proceed valuations. Depending on
the resolution of the current situation, we may reassess our view
on INWIT's business risk profile."
S&P said, "We view INWIT's financial policy as prudent and
supportive. With the current uncertainty, INWIT has revised its
dividend policy and aligned it with its free cash flow generation.
The company now expects dividend payments to remain at least
EUR0.55 per share in 2026 and in the medium term, in line with the
estimated 2025 dividend. INWIT has also confirmed that the
financial target would remain at 5.0x-6.0x on a reported basis for
the foreseeable future. We acknowledge that there is a greater
uncertainty in the potential earnings impact under the scenario
that Fastweb and TIM successfully terminate their contracts in
2028. Nevertheless, we expect that INWIT will continue to prudently
manage its capital allocation and limit any significant
deterioration to its credit profile for the foreseeable future.
"The stable outlook reflects our view that S&P Global Ratings
adjusted leverage will remain at 5.5x-6.5x in the next 12 months,
the range commensurate for a 'BB+' rating. This is also supported
by INWIT's commitment to maintain its leverage target at 5.0x-6.0x
despite the uncertainty caused by Fastweb's and TIM's attempt to
break the MSA.
"We could lower our rating on INWIT if the outcome of the legal
dispute with Fastweb and TIM, or a renegotiation of their MSA
contracts, is unfavorable to INWIT without timely and sufficient
remediation on earnings or capital structure, leading to
significantly weaker credit metrics, including adjusted debt to
EBITDA above 6.5x." This could also occur due to a more aggressive
financial policy than expected.
An upgrade is unlikely in the near term due to the uncertainty on
the timeline and potential outcome of the legal action. S&P said,
"That said, we could raise the rating if a resolution of the
dispute creates more visibility on INWIT's earnings and reaffirms
our views on INWIT's business risk profile, and if S&P Global
Ratings-adjusted leverage remains below 5.5x. However, we would
need assurance these leverage levels can be sustained, depending on
financial policy parameters."
===================
L U X E M B O U R G
===================
ARD FINANCE: US Court Grants Chapter 15 Recognition
---------------------------------------------------
Chief Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York granted the motion filed by ARD
Finance SA's foreign representative for recognition of the
Luxemburg Proceeding as the foreign main proceeding.
The Ad Hoc Group of PIK Noteholders filed an objection to the
motion.
Torsten Schoen is the Chief Legal Officer and Company Secretary of
the Debtor and is a German-trained lawyer. He is also the proposed
Foreign Representative for the Debtor. He submits that the Debtor
is a holding company constituted in the form of a Luxembourg
societe anonyme, incorporated by notarial deed dated May 6, 2011,
and registered with the Luxembourg register of Commerce and
Companies (Registre de Commerce et des Societes) under number B
160806. The Debtor was incorporated pursuant to Luxembourg law, and
its registered office is located at 56, rue Charles Martel, L-2134
Luxembourg.
Before the commencement of the judicial reorganization by
collective agreement proceeding (procedure de reorganisation
judiciaire par accord collectif) (the "Luxembourg Proceeding"), the
Debtor held 80.53% of the issued share capital of Ardagh Group
S.A., a Luxembourg societe anonyme established and having its
registered office at L-2134 Luxembourg (Luxembourg), 56, rue
Charles Martel, registered with the Luxembourg register of Commerce
and Companies (Registre de Commerce et des Societes) under number
B160804 ("AGSA"). The Debtor also held 100% of the issued share
capital of ARD Group Finance Holdings S.A., a Luxembourg societe
anonyme, established and having its registered office at the same
address, registered with the Luxembourg register of Commerce and
Companies (Registre de Commerce et des Societes) under number
B209270 ("AGFH"). AGFH held the remaining 19.47% of the shares in
AGSA.
In 2019, the Debtor issued two series of senior secured toggle
notes: (i) €1 billion of Euro-Denominated 5.000% / 5.750% Senior
Secured Toggle Notes due 2027 (the "EUR Toggle Notes"), and (ii)
$895 million of Dollar-Denominated 6.500% / 7.250% Senior Secured
Toggle Notes due 2027 (the "USD Toggle Notes" and, together with
the EUR Toggle Notes, the "PIK Notes").
AGSA announced that it would undergo a recapitalization transaction
to address the Ardagh Group's financial distress in the summer of
2025. The Foreign Representative submits that the Ardagh Group's
total indebtedness under the senior notes and the PIK Notes, as of
June 30, 2025, stood at approximately $4.3 billion, a level that
could not be repaid by ARDF. The Recapitalization Transaction was
intended to deleverage AGSA and its subsidiaries through a
debt-for-equity exchange of those obligations and contemplated an
infusion of approximately $1.5 billion in new capital. In the
fourth quarter of 2025, AGSA filed an application in the Luxembourg
District Court for judicial approval of an agreement with certain
of its creditors (requete en homologation) in order to implement
the proposed restructuring in a court-supervised process.
The Debtor then filed an application to open the Luxembourg
Proceeding under Articles 12 and 13 of the of the Luxembourg law of
August 7, 2023 on the preservation of businesses and the
modernization of bankruptcy law, with the Luxembourg District Court
on November 12, 2025, in order to restructure its liabilities under
the PIK Notes and restore its financial viability.
The reorganization plan proposed by the Debtor provides for the
following:
* a debt-to-equity conversion of the PIK Notes, which would
reduce the Debtor's outstanding indebtedness under the PIK Notes to
zero in exchange for the holders of the PIK Notes (the "PIK
Noteholders") receiving shares of the Debtor;
* the agreement of ARD Securities Finance Sarl, the direct
parent of the Debtor, to support, approve, implement, and use
commercially reasonable efforts to take all reasonably necessary
actions to facilitate the consummation of the transactions
contemplated by the reorganization plan, including transferring all
its shares held in the Debtor upon court approval of the plan (in
consideration for certain releases and cost coverage in respect of
its solvent liquidation) to allow the PIK Noteholders to receive
their allocation of shares of the Debtor; and
• the PIK Noteholders becoming shareholders of the reorganized
Debtor
The Foreign Representative claims that the Debtor expects approval
of the plan by a majority in number and value, given that the PIK
Noteholders constitute the Debtor's only substantial creditors.
The Court grants the Recognition Motion and finds that:
(i) Foreign Representative was properly appointed,
(ii) the Luxembourg Proceeding is a foreign main proceeding,
(iii) the Debtor's center of main interest is in Luxembourg,
(iv) the Debtor has an establishment in Luxembourg, and
(v) the requested relief is not manifestly contrary to U.S.
public policy.
The Court finds the Debtor is eligible to file under chapter 15 of
the Code. The PIK Notes contain a New York choice-of-law provision
and a New York forum-selection clause.
According to the Court, the Debtor has sufficiently demonstrated
that the Luxembourg Proceeding is a "Foreign Main Proceeding"
within the meaning of section 1517 of the Code.
The PIK AHG fails to provide sufficient evidence that the
Luxembourg Proceeding does not consider the rights of all
creditors. The PIK AHG notes that the fact the Luxembourg Court
will not yet consider the facts and circumstances surrounding the
Pre-JRP Out of Court Restructuring violates the rights of creditors
by failing to provide a meaningful review of their treatment and
classification. However, this assertion mischaracterizes the
Luxembourg Proceeding. As the Foreign Representative has
demonstrated, the Luxembourg Proceeding operates pursuant to a
statutory framework that provides the ability for creditors to
challenge the amount, classification, and qualifications of its
claim before the Luxembourg Court. Creditors may appeal against a
judgment approving a restructuring plan, the restructuring plan is
reviewed by the Luxembourg Court and must comply with Luxembourg
law and the best interests of the creditors. The PIK AHG contends
they were improperly stripped of their security interests and
improperly classified with the SUNs.
The time and place for the PIK AHG to raise this argument is in the
Luxembourg Proceeding. All creditors whose claims are impacted are
entitled to vote on the plan. The Luxembourg Proceeding, therefore,
contains robust protections for creditors and is "collective in
nature." Accordingly, the Court finds that the Luxembourg
Proceeding is a foreign main proceeding within the meaning of
section 101(23) of the Code.
The Foreign Representative has demonstrated that the Debtor's
registered office is in Luxembourg, is incorporated under
Luxembourg law, its directors are located in Luxembourg, all board
meetings have taken place in Luxembourg, the Debtor maintains a
bank account in Luxembourg, and the Debtor's books and records are
maintained in Luxembourg.
Most of the issues raised by the PIK AHG in its objection at the
recognition stage are premature and can be raised again at the
enforcement stage.
A copy of the Court's Memorandum Opinion and Order dated March 25,
2026, is available at https://urlcurt.com/u?l=MPg6va from
PacerMonitor.com.
Attorneys for Foreign Representative:
Andrew K. Glenn, Esq.
Jonathan H. Friedman, Esq.
Naznen Rahman, Esq.
GLENN AGRE BERGMAN & FUENTES LLP
1185 Avenue of the Americas, 22nd Floor
New York, NY 10036
Email: aglenn@glennagre.com
jfriedman@glennagre.com
nrahman@glennagre.com
Attorneys for PIK Ad Hoc Group:
J. Christopher Shore, Esq.
Harrison Denman, Esq.
Erin Smith, Esq.
Andrew Costello, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Email: cshore@whitecase.com
hdenman@whitecase.com
erin.smith@whitecase.com
About ARD Finance SA
ARD Finance SA, previously Operated as a Subsidiary of Ardagh Group
S.A., a prominent provider of rigid packaging solutions. It is a
Luxembourg-based holding company organized as a societe anonyme and
incorporated in 2011 under number B160806, functions as a holding
and financing entity within the Ardagh Group, a global supplier of
metal and glass packaging. Its corporate purpose includes acquiring
Luxembourg and foreign companies, issuing debt instruments, and
providing financing within the group. Until shortly before the
commencement of the Luxembourg proceeding, it held a majority stake
in Ardagh Group S.A. and full ownership of ARD Group Finance
Holdings S.A., which controlled the remaining shares in Ardagh
Group S.A.
ARD Finance SA sought relief under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-12794) on December 14,
2025.
Honorable Bankruptcy Judge Martin Glenn handles the case.
The Debtor is represented by Andrew K. Glenn, Esq., at Glenn Agre
Bergman & Fuentes LLP.
=========
S P A I N
=========
AERNNOVA AEROSPACE: S&P Lowers LT ICR to 'B-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on Aernnova Aerospace Corp. S.A. (Aernnova) and its term
loan B (TLB) to 'B-' from 'B'. S&P revised the recovery rating on
the debt to '4' from '3', reflecting average recovery prospects
(30%-50%; rounded estimate: 45%) in its hypothetical default
scenario.
The stable outlook reflects S&P's expectations that Aernnova will
benefit from supportive trends in commercial aerospace, translating
into leverage improving toward 7.5x in 2026, along with a funds
from operations (FFO) cash interest coverage ratio above 2.0x and
neutral free operating cash flow (FOCF).
Aernnova stands to benefit from an increase in aircraft production
rates by its major original equipment manufacturer (OEM) customers,
as evidenced by a solid order backlog.
S&P forecasts Aernnova's leverage will be more than 7.0x in 2026
and 2027, due to commercial aerospace industry-related supply chain
challenges and volume declines in its process automation business,
coupled with some restructuring and one-off costs that weigh on
profitability.
S&P said, "Despite strong demand for Aernnova's products and
services, we expect debt to EBITDA to remain above 7.0x in 2026 and
2027. This higher-than-expected leverage reflects prolonged supply
chain turbulence in the commercial aerospace industry and volume
decline in its automation business, resulting in the recently
announced closure of Aernnova's automation business unit, Serra. In
2025, the company experienced significant challenges in its
commercial aerospace supply chain, leading to lower growth than
previously expected. Key customer Airbus trimmed its deliveries,
translating into business disruption for some suppliers, such as
Aernnova. Build rates for the A350, to which Aernnova is materially
exposed--since it contributes about 15% of the company's revenue
and comprises about 35% of its backlog--continue to remain below
pre-pandemic levels, while A320 deliveries remained below
Aernnova's previous expectations. We forecast some improvements in
2026 as supply chain constraints should ease, especially for the
A350 and A220 programs. Airbus acquired key work packages from
Spirit AeroSystems in December 2025. Therefore, we expect tighter
control over production schedules and improved supply-chain
reliability. In this context, Aernnova should continue to benefit
from its leading position as a key supplier of components to key
commercial aerospace programs across Airbus and Embraer, leading to
business growth of 7%-8% in 2026-2027, supported by a solid order
backlog. At the same time, we revised down our base case to
incorporate management's decision to discontinue the nonmaterial
Process Automation division given the significant volume loss and
worsening business conditions. The unit experienced a prolonged
volume decline, moving to less than 5% of business weight in 2025
from approximately 10% in 2019, and prospects for growth were
limited given the ongoing challenges for its main OEM clients as
well as strong competition from low-cost competitors from Asia. We
therefore exclude any contribution from this segment in our
forecast figures."
Restructuring costs will weigh on Aernnova's EBITDA margin
expansion in 2026. The company has good operating leverage, however
ongoing restructuring and one-off costs linked to the business
reorganization caused Aernnova's profitability to deviate from our
expectations in 2025. S&P said, "With an increase in volumes
expected in 2026, we expect the company's EBITDA margin to improve
but stay below historical levels of 10.0%-10.5%, reflecting further
restructuring costs and cost inflation, mostly from labor. We
expect limited impact from the recent spikes in commodity prices
due to the conflict in the Middle East given that energy is not a
material input cost for Aernnova."
Pressured profitability and higher debt will lead to S&P Global
Ratings-adjusted leverage of above 7.0x in 2026. Aernnova's S&P
Global Ratings-adjusted financial debt increased to about EUR830
million in 2025, and S&P expects debt to stay at similar levels
over 2026-2027. Most of the increase relates to drawings under the
revolving credit facility (RCF) and the local bilateral facilities
the company used in 2024-2025 to offset material cash flow
consumption from the business and the amortization schedule of bank
loans. At the same time, drawings under the EUR172 million
nonrecourse factoring facility increased to about EUR135 million in
2025. The elevated leverage of above 7.0x through the forecast
horizon underpins the lower rating.
The group's liquidity remains adequate in 2026, although it relies
on uncommitted bilateral facilities that are rolled over yearly.
S&P said, "We forecast Aernnova will generate break-even free cash
flow in 2026 from the improvements in profitability and a
nonmaterial working capital consumption fueled by better cash
conversion of the inventory as supply chain continues to ease. We
include in our base-case scenario approximately EUR10 million of
one-off cash costs related to the closing of the auto subsidiary,
which will weigh on the group's FOCF. Despite the break-even FOCF,
we expect the business to consume cash year on year to honor about
EUR17 million of scheduled maturities. We also expect the company
to have adequate liquidity over the next 12 months but understand
that headroom under the uncommitted bilateral facilities and the
RCF are reduced after draw downs in previous years. The liquidity
and rating levels are supported by the absence of material
maturities because the both the RCF and the TLB are due in 2029 and
2030, respectively. However, the EUR69 million obligations under
its uncommitted bilateral facilities have short-term maturities.
Although we expect the facility to be rolled over, we forecast the
company will have enough sources to cover repayments, even if
liquidity headroom will be minimal in case of full repayment."
Recent changes in management could unlock opportunities but could
also bring execution risk. Aernnova recently appointed a new CEO
who has more than 30 years of experience in the aerospace industry
with a focus on space and engines segments that complement
Aernnova's business. S&P said, "We expect that there could be
additional changes in management and governance roles in the course
of the coming year. We understand the company is reviewing its
business and intends to reinforce its leading market position as a
tier 1 and 2 supplier in the aerospace industry, and further expand
in defense and space programs, where the company sees opportunity
to grow. We expect the group will present a new business plan
outlining its growth plan."
S&P said, "The stable outlook reflects our expectations that
Aernnova will benefit from supportive trends in commercial
aerospace, translating into leverage improving towards 7.5x in
2026, along with a FFO cash interest coverage ratio above 2.0x and
neutral FOCF.
"We could downgrade Aernnova if its EBITDA margin further
deteriorate, leading to a capital structure that we deemed
unsustainable, and FFO cash interest coverage dips below 1.5x. This
could come from higher one-off costs than anticipated or material
delays in the production ramp-up of Aernnova's key commercial
aerospace programs. We could also lower our rating if liquidity
comes under significant strain.
"We could upgrade Aernnova if the company overperforms our
base-case scenario, which could occur if operating performance
improves and major OEMs do not experience major supply-chain
constraints. In particular, we would require adjusted EBITDA
margins of at least 11%, positive FOCF, adjusted debt to EBITDA of
less than 7.0x, and FFO cash interest coverage trending toward
2.5x."
AUTO ABS 2026-1: Fitch Assigns 'BB-sf' Final Rating to Cl. F Debt
-----------------------------------------------------------------
Fitch Ratings has assigned AUTO ABS SPANISH LOANS 2026-1, FT final
ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
AUTO ABS SPANISH
LOANS 2026-1, FT
Class A ES0306016009 LT AAAsf New Rating AAA(EXP)sf
Class B ES0306016017 LT AAsf New Rating AA(EXP)sf
Class C ES0306016025 LT A-sf New Rating A-(EXP)sf
Class D ES0306016033 LT BBB-sf New Rating BBB-(EXP)sf
Class E ES0306016041 LT BB-sf New Rating BB-(EXP)sf
Class F ES0306016058 LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
AUTO ABS SPANISH LOANS 2026-1, FT is a nine-month revolving
securitisation of Spanish auto loans originated by Stellantis
Financial Services Spain, E.F.C., S.A. (SFS Spain), a captive
lender resulting from a joint venture between Stellantis N.V. and
Santander Consumer Finance, S.A. (A/Stable/F1).
KEY RATING DRIVERS
Residual Value Risk: Of the Fitch-stressed portfolio balance, 56%
is linked to balloon loans granted to individuals for the purchase
of new cars, on which borrowers have the option to return the
vehicle to discharge the final balloon instalment (residual value;
RV). Fitch assumed an RV exposure of 80.5% of the total balloon
loans balance at the end of the revolving period.
Fitch calibrated an RV loss assuming car sale proceeds would cover
100% of the final balloon instalments in its base case and applied
median haircuts to derive rating stresses. Fitch has applied a RV
loss of 12.7% to the Fitch-stressed portfolio balance at 'AAAsf'.
Asset Assumptions Reflect Mixed Portfolio: The securitised
portfolio includes loans for the acquisition of new and used
passenger cars. Fitch calibrated asset assumptions for each product
separately, reflecting different performance expectations. Fitch
has assumed base case lifetime default and recovery rates of 3.1%
and 60%, respectively, for the blended stressed portfolio. This is
in the context of the historical data provided by the originator,
Spain's economic outlook and SFS Spain's underwriting and servicing
strategies.
Short Revolving Period: The transaction features a nine-month
revolving period during which new receivables can be purchased by
the special purpose vehicle (SPV). Fitch believes revolving periods
increase risk due to the longer exposure to the economic cycle and
the possibility of underwriting standards loosening. The portfolio
could migrate towards higher-risk asset types. Fitch accounted for
these risks through the application of a stressed portfolio
composition, shifting towards the highest-risk assets, used cars
and balloon loans, in line with the documented replenishment
limits.
Pro-Rata Notes Amortisation: The class A to E notes after the
revolving period will be repaid pro rata until a subordination
event occurs, causing a switch to strictly sequential amortisation.
One such event is defined in relation to the cumulative balance of
losses being greater than the defined triggers. Fitch views such a
trigger as sufficiently robust to prevent pro rata amortisation
from continuing on early signs of deterioration in performance.
Fitch believes the tail risk posed by the pro rata paydown is
mitigated by the mandatory switch to sequential amortisation when
the outstanding pool balance falls below 10% of the initial
balance.
Payment Interruption Risk Mitigated: Fitch views payment
interruption risk (PIR) as sufficiently mitigated. A cash reserve
fund is available to cover an estimated period of at least three
months of senior costs, net swap payments (if any) and interest on
the class A to E notes in a servicer disruption. Fitch views the
three-month period as sufficient to implement alternative
arrangements and maintain payment continuity on the notes. Other
material mitigants that prevent payment disruptions are cash
collections entirely conducted by direct debits and the presence of
a back-up servicer facilitator.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape.
Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F)
Increase default rates by 10%:
'AA+sf'/'AAsf'/'A-sf'/'BBB-sf'/'BB-sf'/'BB+sf'
Increase default rates by 25%:
'AA+sf'/'AAsf'/'A-sf'/'BBB-sf'/'BB-sf'/'BB+sf'
Increase default rates by 50%:
'AA+sf'/'AA-sf'/'BBB+sf'/'BB+sf'/'BB-sf'/'BB+sf'
Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F)
Reduce recovery rates by 10%:
'AAAsf'/'AAsf'/'A-sf'/'BB+sf'/'BB-sf'/'BB+sf'
Reduce recovery rates by 25%:
'AA+sf'/'AA-sf'/'BBB+sf'/'BB+sf'/'B+sf'/'BB+sf'
Reduce recovery rates by 50%:
'AA+sf'/'A+sf'/'BBBsf'/'BBsf'/'Bsf'/'BB+sf'
Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F)
Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'/'AAsf'/'A-sf'/'BB+sf'/'BB-sf'/'BB+sf'
Increase default rates by 25% and reduce recovery rates by 25%:
'AA+sf'/'AA-sf'/'BBB+sf'/'BB+sf'/'B+sf'/'BB+sf'
Increase default rates by 50% and reduce recovery rates by 50%:
'AA-sf'/'Asf'/'BBB-sf'/'BB-sf'/'B-sf'/'BBsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The class A notes are rated at the highest level on Fitch's scale
and cannot be upgraded.
For the remaining class notes, increasing credit enhancement ratios
as the transaction deleverages to fully compensate for the credit
losses and cash flow stresses commensurate with higher rating would
lead to positive rating actions.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small, targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the rating agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
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.
AUTO ABS SPANISH 2026-1: Moody's Assigns Ba1 Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by AUTO ABS SPANISH LOANS 2026-1 FONDO DE
TITULIZACION:
EUR412.5M Class A Floating Rate Asset Backed Notes due December
2038, Definitive Rating Assigned Aaa (sf)
EUR26.2M Class B Floating Rate Asset Backed Notes due December
2038, Definitive Rating Assigned Aa2 (sf)
EUR31.3M Class C Floating Rate Asset Backed Notes due December
2038, Definitive Rating Assigned A3 (sf)
EUR17.5M Class D Floating Rate Asset Backed Notes due December
2038, Definitive Rating Assigned Baa2 (sf)
EUR12.5M Class E Floating Rate Asset Backed Notes due December
2038, Definitive Rating Assigned Baa3 (sf)
EUR8.5M Class F Floating Rate Notes due December 2038, Definitive
Rating Assigned Ba1 (sf)
RATINGS RATIONALE
The Notes are backed by a 9-month revolving pool of Spanish auto
loans originated by Stellantis Financial Services España, E.F.C.,
S.A. ("Stellantis Financial Services") (NR), ultimately owned by
Stellantis N.V. (Baa3/(P)P-3) and Santander Consumer Finance S.A.
(A1/P-1 deposit ratings; A2(cr)/P-1(cr)). This is the sixth
securitisation originated by Stellantis Financial Services in
Spain.
The provisional portfolio of assets amount to approximately
EUR819.8 million as of January 08, 2026 pool cut-off date. The
Reserve Fund will be funded to 1.7% of the Class A to E Notes
balance at closing and the total credit enhancement for the Class A
Notes will be 19.2%.
The portfolio of underlying assets was distributed through dealers
to private individuals (100%) to finance the purchase of new (80%)
and used (20%) vehicles. The provisional portfolio consists of
62,007 auto finance contracts to 61,771 borrowers with a weighted
average seasoning of 1.1 years.
The portfolio is collateralised by 47.7% amortising loans and 52.3%
balloon loans, which consist of a fixed rate amortising installment
portion with an optional final balloon payment. In the case of
balloon loans, the borrower can either pay the final balloon
payment at contract maturity and keep the vehicle, or return the
vehicle to the lender with no further obligation. In the event that
the borrower chooses to return the vehicle to the lender - the
guarantees, Stellantis España S.L., Fiat Chrysler Automobiles
Spain, S.A. and Leapmotor International Business S.P.A., ultimately
owned by Stellantis N.V. (Baa3) have entered into an agreement
under which the latter are contractually bound to repurchase the
vehicle for a purchase price that equals the initially agreed
balloon installment. In the event the borrower returns the vehicle
to the lender and Stellantis España S.L., Fiat Chrysler
Automobiles Spain, S.A. or Leapmotor International Business S.P.A.
are unable to buy back the vehicles under this agreement for any
reason whatsoever (including in case of insolvency), the issuer
would be exposed to the residual value ("RV") risk arising from the
potential shortfall between the realisable market value of the
vehicle versus the final balloon payment.
As of closing date, the transaction has a total exposure to RV risk
of 40.98% of total principal cash flows. The proportion of balloon
loans that can be included in the pool is limited to 55%.
The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.
According to us, the transaction benefits from various credit
strengths such as (i) a granular portfolio, (ii) the high excess
spread available to the transaction, (iii) Stellantis Financial
Services's experience as a consumer finance lender in the auto
market, (iv) financial strength of the originator's parent company
and (v) a swap agreement to mitigate interest rate risk provided by
Banco Santander, S.A. (Spain) (A1/P-1; A2(cr)/P-1(cr)). However,
Moody's notes that the transaction features some credit weaknesses
such as (i) the presence of a 9-month revolving period which adds
uncertainty to the portfolio credit quality, (ii) the exposure to
RV risk and (iii) a complex structure including interest deferral
triggers for juniors Notes and pro-rata amortisation after the end
of the revolving period. Various mitigants have been included in
the transaction structure such as performance triggers which will
stop the revolving period or the pro-rata amortization.
Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of loans; (ii) historical
performance information of the total book of the originator and
past ABS transactions; (iii) the credit enhancement provided by
subordination and the reserve fund; (iv) the liquidity support
available in the transaction through the reserve fund; and (v) the
overall legal and structural integrity of the transaction.
MAIN MODEL ASSUMPTIONS
Moody's determined the portfolio lifetime expected defaults of
2.0%, expected recoveries of 50.0% and portfolio credit enhancement
("PCE") of 9.0%. The expected defaults and recoveries capture
Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expects
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by us to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the cash flow model to rate Auto ABS.
Portfolio expected defaults of 2.00% is lower than the Spanish Auto
ABS average and is based on Moody's assessments of the lifetime
expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) other similar
transactions used as a benchmark, and (iii) other qualitative
considerations.
Portfolio expected recoveries of 50.00% is in line with recent
Spanish Auto ABS average and is based on Moody's assessments of the
lifetime expectation for the pool taking into account (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.
PCE of 9.0% is below the Spanish Auto ABS average and is based on
Moody's assessments of the pool which is mainly driven by: (i) the
exposure to balloon payments despite considering the strength of
the originator, (ii) the relative ranking to originator peers in
the Spanish Auto ABS market and (iii) the 9-month revolving period.
The PCE level of 9.0% results in an implied coefficient of
variation ("CoV") of 70.9%.
Residual value risk credit enhancement ("RV CE")
In case the guarantors do not meet its obligation to guarantee the
contracted residual values, the transaction would be fully exposed
to RV risk. Moody's apply Moody's RV risk assessment to evaluate
this risk. The Aaa (sf) baseline RV haircut in this Spanish auto
loan portfolio, after adjustment for its specific characteristics,
is 43%. The RV haircut considers (i) the robustness of the RV
settings; (ii) the concentration of the RV maturities; and (iii)
the portfolio composition. The haircut is in line with the EMEA
Auto ABS average. Moody's RV analysis results in an RV credit
enhancement of 12.7% for the Aaa (sf) rated Notes, taking into
account (i) the RV haircut; (ii) the maximum RV exposure during the
revolving period; and (iii) the guarantee.
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
June 2025.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.
Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a currency swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.
===========================
U N I T E D K I N G D O M
===========================
DRAC GLOBAL: BDO LLP Appointed as Joint Administrators
------------------------------------------------------
DRAC Global Limited was placed into administration in the High
Court of Justice, Business and Property Courts of England & Wales,
Insolvency & Companies List (ChD), Court Number 2026-001520. Lee
Causer (IP No. 14112) and Benjamin Peterson (IP No. 25570) of BDO
LLP were appointed as Joint Administrators on March 10, 2026.
DRAC Global is engaged in activities of other holding companies not
elsewhere classified.
The company's registered office is at Unit 3 Opal Way, Stone
Business Park, Stone, Staffordshire, United Kingdom, ST15 0SS to be
changed to C/O BDO LLP, 5 Temple Square, Temple Street, Liverpool,
L2 5RH. Its principal trading address is Unit 3 Opal Way, Stone
Business Park, Stone, Staffordshire, ST15 0SS.
The Joint Administrators can be reached at:
Lee Causer (IP No. 14112)
BDO LLP
Two Snowhill, Snow Hill Queensway
Birmingham, B4 6GA
Benjamin Peterson (IP No. 25570)
BDO LLP
Water Court, Ground Floor
Suite B, 116-118 Canal Stree
Nottingham, NG1 7HF
For further details, contact:
Owen Casey
Tel: +44 151 237 4437
Email: BRCMTNorthandScotland@bdo.co.uk
DRAC LOGISTICS: BDO LLP Appointed as Joint Administrators
---------------------------------------------------------
Drac Logistics Limited was placed into administration in the High
Court of Justice, Business and Property Courts of England & Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-001731. Lee
Causer (IP No. 14112) and Benjamin Peterson (IP No. 25570) of BDO
LLP were appointed as Joint Administrators on March 10, 2026.
Drac Logistics is engaged in freight forwarding and warehousing.
The company's registered office is at Unit 3, Tungsten Opal Way,
Stone Business Park, Stone, ST15 0SS to be changed to C/O BDO LLP,
5 Temple Square, Temple Street, Liverpool, L2 5RH.
Its principal trading address is at Unit 3, Tungsten Opal Way,
Stone Business Park, Stone, Staffordshire, England, ST15 0SS.
The Joint Administrators can be reached at:
Lee Causer (IP No. 14112)
BDO LLP
Two Snowhill, Snow Hill Queensway
Birmingham, B4 6GA
Benjamin Peterson (IP No. 25570)
BDO LLP
Water Court, Ground Floor
Suite B, 116-118 Canal Stree
Nottingham, NG1 7HF
For further details, contact:
Abby Lalor
Tel: +44 (0)151 237 2526
Email: BRCMTNorthandScotland@bdo.co.uk
ENDEAVOUR MINING: Fitch Affirms 'BB' LT IDR, Alters Outlook to Pos.
-------------------------------------------------------------------
Fitch Ratings has revised Endeavour Mining plc's Outlook to
Positive from Stable, while affirming its Long-Term Issuer Default
Rating (IDR) and senior unsecured rating at 'BB'. The Recovery
Rating is 'RR4'.
The Positive Outlook reflects continued deleveraging, supported by
high gold prices, a conservative financial policy and an increase
in exposure to a higher-rated jurisdiction of Cote d'Ivoire when
the new project Assafou comes on stream. The final investment
decision on the project is expected shortly. Fitch expects
Endeavour to be in a net cash position over the next four years.
The company's rating balances strong financial and business
profiles with a weaker operating environment, reflecting a focus on
west African countries, with diversification across Senegal,
Burkina Faso and Cote d'Ivoire. The applicable Country Ceiling is
Cote d'Ivoire's 'BB+'.
Key Rating Drivers
Increasing Exposure to Cote d'Ivoire: Endeavour is planning to
complete its definitive feasibility study on the Assafou project by
end-1Q26, with construction targeted to start in 2H26 and first
gold targeted in 2H28. Pre-feasibility studies imply average
production of 329koz (thousand troy ounces) in the first 10 years,
with a short ramp-up period. Assafou is expected to increase the
share of earnings from Cote d'Ivoire to above 50% of Endeavour's
total EBITDA and reduce the relative exposure to higher-risk
jurisdictions of Burkina Faso and Senegal.
Endeavour increased gold production by 9.6% year-on-year (yoy) to
1.2moz (million troy ounces) in 2025 due to the full year
contribution of its BIOX plant at its Sabodala-Massawa and Lafigue
projects. The company targets to achieve 1.5moz gold production by
2030, and Fitch expects Cote d'Ivoire to contribute more than half
of the total output.
Conservative Financial Policy: Endeavour's EBITDA net leverage was
at 0.1x in 2025. It used positive free cash flow (FCF) in 2025 to
pay down its outstanding revolving credit facility (RCF) of USD470
million. Fitch expects the company to move into a net cash position
in 2026 and remain in a material net cash position over the next
four years. Fitch also forecasts 0.2x-0.3x EBITDA gross leverage,
with healthy headroom due to large positive free cash flow (FCF),
despite the investment for Assafou and exploration-related growth
capex, as well as higher shareholder returns. Management maintains
a conservative financial policy with a through-the-cycle net
debt/EBITDA target of less than 0.5x.
Increasing Shareholder Returns: Higher prices are driving higher
earnings, FCF and increased shareholder returns. The new
shareholder return programme implies a minimum cumulative dividend
of USD1 billion over 2026-2028, subject to gold price remaining
above USD3,000/oz, and additional share buybacks. This means a 33%
increase in its minimum dividend commitment for 2026 with
potentially much larger distributions subject to continued high
gold prices. In 2025 Endeavour paid USD350 million in dividends and
bought back USD85 million shares. Its forecast assumes shareholder
distributions at twice the minimum amount announced by the
company.
Gold Price Supports Earnings: Fitch expects Fitch-adjusted EBITDA
to reach USD3.4 billion in 2026 and USD2.7 billion in 2027, up from
USD2.3 billion in 2025, on high gold prices. Gold prices more than
doubled in 2024 and 2025 and have increased further so far in 2026,
reaching above USD5,000/oz several times in 1Q26, before falling
sharply to USD4,400/oz due to inflation fears and a strong US
dollar. Geopolitical tensions, falling interest rates and concerns
about longer-term inflationary consequences of global trade
fragmentation are unlikely to abate in the near term and will
remain supportive of gold prices, alongside central banks and
investors increasing their gold allocations.
Exploration to Rise: Endeavour launched its exploration strategy
for 2026-2030, targeting discoveries of 2.7moz a year on average.
This marks a rise from the 2.1moz average during 2016-2025, with an
increase in exploration spending to USD108 million a year. About
half of this target will come from greenfield exploration and new
ventures, including exploration ventures in new jurisdictions -
south America, southeast Europe, and central Asia. Reserve life
including Assafou was 9.6 years based on 2P reserves and targeted
1.5moz production. Fitch expects the recent additions to reserves
and the exploration activity to support its reserve life.
Royalties' Impact on Costs: All-in sustaining costs (AISC) in the
industry have been rising due to cost pressures, declining grades,
and higher royalties linked to rising gold prices. Endeavour has
been in the second quartile of the global cost curve, although its
AISC are increasing because of rising gold prices and fairly high
royalties. Endeavour's AISC increased to USD1,433/oz in 2025 from
USD1,218/oz in 2024. AISC guidance for 2026 is USD1,600-1,800/oz
based on USD3,000/oz gold price and Fitch estimates its AISC to
reach USD1,850/oz at Fitch's gold price assumption of USD4,500/oz.
Royalties Revision: Higher gold prices have brought royalty and tax
levels into focus in many jurisdictions. In 2025, Cote d'Ivoire
retrospectively increased its royalties to 8% from 6%. Taxes are
usually fixed in the mining conventions and/or the mining codes,
but royalties are usually beyond the scope of those arrangements.
Cote d'Ivoire Country Ceiling Applied: EBITDA from operations in
Cote d'Ivoire comfortably covers not only gross interest expense in
hard currencies over the medium term but also whole gross debt.
Fitch, therefore, applies Cote d'Ivoire's Country Ceiling (BB+) in
line with Fitch's Corporate Rating Criteria.
West Africa Currency Union: Endeavour operates in countries that
are members of the West African Economic and Monetary Union
(WAEMU), which use west African CFA franc. The currency is pegged
to the euro, leading to a predictable and stable currency
environment.
Peer Analysis
Endeavour's guided production of 1.09moz-1.26moz in 2026 is smaller
than that of Kinross Gold Corporation's (BBB/Stable) gold
equivalent production (gold and silver) of 2moz or AngloGold
Ashanti plc's (AGA: BBB-/Stable) consolidated production of
2.80moz-3.17moz.
Endeavour's cost position of USD1,600-1,800/oz, based on gold price
at USD3,000/oz (and USD1,750-1,950/oz based on Fitch-assumed
USD4,500/oz gold price), compares with Kinross's USD1,730/oz (at
gold price of USD4,500/oz) and AGA's USD1,780-1,990/oz (at gold
price of USD4,250/oz). Reserve life for Endeavour at almost 10
years for operating mines is comparable with 9.2 years for AGA and
10.5 years for Kinross.
Endeavour has a more conservative capital structure, although it
faces higher country risk. The weak operating environment in west
Africa, where all its assets are located, constrains the rating. In
comparison, Kinross is guiding for 25% of production in 2026 from
Mauritania in West Africa, 30% from Brazil, 11% from Chile and 34%
from the US, while AGA's 2026 guided production is approximately
68% based in Africa (diversified across several countries), 18% in
Australia and 15% in south America.
Fitch’s Key Rating-Case Assumptions
- Gold prices in line with Fitch's March 2026 price assumptions
- Gradual increase in production levels to 1.5moz in 2030 from
1.18moz in 2026
-- Royalty payments increasing by roughly USD10/oz for every
USD100/oz that gold prices are in excess of USD3,000/oz
- Capex averaging USD780 million a year during 2026-2030
- Common dividend payouts totaling USD400 million in 2026, USD600
million a year in 2027 and 2028, and USD350 million a year
thereafter
- Share buybacks of USD100 million a year in 2026-2028
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 (bbb, Moderate), Sector Characteristics
(bbb, Lower), Market and Competitive Positioning (bb+, Moderate),
Diversification and Asset Quality (bb, Moderate), Company
Operational Characteristics (b+, Higher), Profitability (a+,
Moderate), Financial Structure (a+, Moderate), and Financial
Flexibility (a-, Moderate).
- The quantitative financial subfactors are based on custom CRT
financial period parameters: 10% weight for the historical year
2025, 10% for the forecast year 2026, 30% for the forecast year
2027, 30% for the forecast year 2028 and 20% for the forecast year
2029.
- The Governance assessment of 'Good' results in no adjustment.
- The Operating Environment assessment of 'bb-' results in an
adjustment of -1 notch(es).
- The SCP is 'bb'.
To derive the IDR:
- Country Ceiling considerations apply and result in no
adjustment.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The rating is on Positive Outlook, therefore, Fitch does not expect
a negative rating action at least in the short-term. However,
failure to increase the share of earnings from Cote D'Ivoire as
expected would result in Outlook stabilisation.
- Negative rating action on Cote d'Ivoire's sovereign would be
negative for the rating.
- EBITDA margin below 30% on a sustained basis
- EBITDA gross leverage above 2.3x or net leverage above 2.0x on a
sustained basis
- EBITDA interest coverage below 7.0x on a sustained basis
- Political risks, labour disputes or other disruptions eroding
cash flow generation for an extended period
- Sustained negative FCF due to dividends or share buybacks
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Over half of earnings/cash flow derived from Cote d'Ivoire over
the medium term, supported by a positive investment decision on
Assafou in the country
- Ability to maintain reserve life above 10 years and AISC
comfortably in the second quartile of the global cost curve
- EBITDA gross leverage below 1.3x or net leverage below 1.0x on a
sustained basis
- EBITDA interest coverage above 9.0x on a sustained basis
- EBITDA margin above 40% on a sustained basis and positive FCF
during times without material expansion capex
Liquidity and Debt Structure
At end-2025, Endeavour had robust liquidity with USD453 million of
unrestricted cash available, and an additional USD700 million of
undrawn capacity under its RCF with maturity in 2028.
It has no major maturities until 2030 following the refinancing of
its senior notes in May 2025. In addition, it has a manageable
USD112 million term loan held at the Lafigue operating company,
with quarterly amortisations to October 2028. This results in
substantial headroom under its own leverage target of 0.5x through
the cycle. Fitch expects the net cash position to peak at 0.9x in
2030. There are no plans yet to fund development projects such as
Assafou with debt financing, but such decisions may raise gross
leverage metrics. However, Fitch does not expect this to stress the
company's leverage commitment.
Issuer Profile
Endeavour is a major international gold producer and the largest in
west Africa, where all its operations are located.
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 Endeavour.
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
----------- ------ -------- -----
Endeavour Mining plc LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
M8 TRADING: Quantuma, BTG Appointed as Administrators
-----------------------------------------------------
M8 Trading 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-2026-001433.
Andrew Lawrence Hosking (IP No. 9009) of Quantuma Advisory Limited,
and Dean Watson (IP No. 009661) of BTG Begbies Traynor (Central)
LLP were appointed as administrators on March 2, 2026.
Trading as AWH Solicitors, M8 Trading is a company of solicitors.
The company's registered office is at Suite 1 Business Development
Centre, Eanam Wharf, Blackburn, BB1 5BL.
Its principal trading address is Suite 1 Business Development
Centre, Eanam Wharf, Blackburn, BB1 5BL; Universal Square,
Devonshire Street, Manchester, M12 6JH.
The Administrators can be reached at:
Andrew Lawrence Hosking (IP No. 9009)
Quantuma Advisory Limited
31st Floor, 40 Bank Street
London, E14 5NR
Dean Watson (IP No. 009661)
BTG Begbies Traynor (Central) LLP
340 Deansgate, Manchester, M3 4LY
For further details, contact:
Elliot Bero
BTG Begbies Traynor (London) LLP
Tel: 020 7516 1500
Email: elliot.bero@btguk.com
OCS GROUP: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit ratings to
U.K.-based facility management services provider OCS Parco Ltd. and
'B' issue level rating to the term loan B (TLB), split into EUR930
million and GBP475 million. The '3' recovery rating on the TLB
indicates its expectation of meaningful recovery (50%-70%; rounded
estimate: 50%) in the event of default.
The stable outlook reflects that on the OCS group.
S&P has assigned ratings to OCS Group Holdings Ltd, a wholly owned
subsidiary of OCS group, in line with those on OCS Parco Ltd. The
ratings reflect its assessment of its status as core to the wider
group. The new issuer, OCS Group Holdings, is a borrower under the
TLB.
OCS raised a EUR185 million fungible add-on to its existing EUR745
million TLB maturing in November 2031, through OCS Group Holdings.
The proceeds were used to repay the outstanding amount under its
GBP220 million revolving credit facility (RCF) maturing in March
2031, and repay GBP50 million of the pound sterling TLB to GBP475
million from GBP525 million. OCS has also favorably repriced its
pound sterling TLB.
S&P said, "We assigned our 'B' issue rating and '3' recovery rating
to the TLB, including the EUR185 million add-on, and expect
meaningful recovery (50%-70%; rounded estimate: 50%) in the event
of default.
"The stable outlook on the group reflects our expectations of
organic growth of about 6% and material EBITDA margin improvement
over the next 12 months, resulting in positive free operating cash
flow and funds from operations to cash interest coverage improving
toward 2.0x."
Downside scenario
S&P could lower the ratings on OCS if:
-- The company underperforms our forecasts, resulting in sustained
negative FOCF absent material earnings growth. This could occur if
OCS incurred higher-than-expected exceptional costs for integrating
acquisitions. This could also occur if the company fails to deliver
organic growth in line with S&P's expectations.
-- S&P no longer expects FFO cash interest coverage of about 2.0x;
or
-- OCS adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder friendly returns that
increased leverage materially above our expectations.
Upside scenario
Although unlikely in the next year, S&P could raise the ratings if
the group's sponsor commits to a less aggressive financial policy,
and it expects debt to EBITDA to fall materially and sustainably
below 5.0x.
SIMPLY MARVELLOUS: FRP Advisory, BTG Named as Joint Administrators
------------------------------------------------------------------
Simply Marvellous Properties Management Limited was placed into
administration in the High Court of Justice, Court Number
CR-2026-001848. David Hudson (IP No. 8977), Simon Baggs (IP No.
29950) of FRP Advisory Trading Limited and Paul Cooper (IP No.
15452) of BTG Begbies Traynor (London) LLP were appointed as Joint
Administrators on March 11, 2026.
Simply Marvellous Properties engaged in the management of real
estate on a fee or contract basis.
The company's registered office is at 134 Buckingham Palace Road,
London, SW1W 9SA to be changed to C/o FRP Advisory Trading Limited,
110 Cannon Street, London, EC4N 6EU.
The principal trading address is at 134 Buckingham Palace Road,
London, SW1W 9SA.
The Joint Administrators can be reached at:
David Hudson (IP No. 8977)
Simon Baggs (IP No. 29950)
FRP Advisory Trading Limited
2nd Floor, 110 Cannon Street
London, EC4N 6EU
Paul Cooper (IP No. 15452)
BTG Begbies Traynor (London) LLP
31st Floor, 40 Bank Street
Canary Wharf, London, E14 5NR
For further details, contact:
The Joint Administrators
Tel: 020 3005 4000
Alternative contact: Jacob Spurge
Email: cp.london@frpadvisory.com
TWINWIN LIMITED: FRP Advisory Named as Joint Provisional Liquidator
-------------------------------------------------------------------
Twinwin Limited was placed into administration in the High Court of
Justice, Court Number CR-2026-001660. Paul David Allen (IP No.
11734) and David Hudson (IP No. 8977) of FRP Advisory Trading
Limited were appointed as joint provisional liquidators on March 6,
2026.
Twinwin is engaged in credit granting by non-deposit taking finance
houses and other specialist consumer credit grantors; activities of
mortgage finance companies; financial intermediation not elsewhere
classified; and activities of insurance agents and brokers.
The company's registered office and principal trading address is at
134 Buckingham Palace Road, London, SW1W 9SA.
The Joint Provisional Liquidators can be reached at:
Paul David Allen (IP No. 11734)
David Hudson (IP No. 8977)
FRP Advisory Trading Limited
110 Cannon Street
London, EC4N 6EU
For further details, contact:
The Joint Provisional Liquidators
Tel: 020 3005 4002
Email: cp.london@frpadvisory.com
Alternative contact: Jacob Spurge
Email: jacob.spurge@frpadvisory.com
===============
X X X X X X X X
===============
[] BOOK REVIEW: A History of the New York Stock Market
------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Soft cover: 395 pages
List Price: $34.95
https://ecommerce.beardbooks.com/beardbooks/the_big_board.html
First published in 1965, The Big Board was the first history of the
New York stock market. It's a story of people: their foibles and
strengths, earnestness and avarice, triumphs and crash-and-burns.
It's full of entertaining anecdotes, cocktail-party trivia, and
tales of love and hate between companies and investors.
Early investments in North America consisted almost exclusively of
land. The few securities holders lived in cities, where informal
markets grew, with most trading carried out in the street and in
coffeehouses. Banking, insurance, and manufacturing activity
increased only after the Revolution. In 1792, 24 prominent New
York businessmen, for whom stock- and bond-trading was only a side
business, met under a buttonwood tree on Wall Street and agreed to
trade securities on a common commission basis. Five securities
were traded: three government bonds and two bank stocks. Trading
was carried out at the Tontine Coffee-House in a call market, with
the president reading out a list of stocks as brokers traded each
in turn.
The first half of the 19th century was heady for security trading
in New York. In 1817, the Tontine gave way to the New York Stock
and Exchange Board, with a more organized and regulated system.
Canal mania, which peaked in the late 1820s, attracted European
funds to New York and volume soared to 100 shares a day. Soon, the
railroads competed with canals for funding. In the frenzy, reckless
investors bought shares in "sheer fabrications of imaginative and
dishonest men," leading an economist of the day to lament that
"every monied corporation is prima facia injurious to the national
wealth, and ought to be looked upon by those who have no money with
jealousy and suspicion."
Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market. Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody raising a
halloo and going wild." Then there was Jay Cooke, who invented the
national bond drive and, practically unaided, financed the Union
effort in the Civil War. In 1873, however, faulty judgement on
railroad investments led to the failure of Cooke & Co. and a panic
on Wall Street. The NYSE closed for ten days. A journalist wrote:
"An hour before its doors were closed, the Bank of England was not
more trusted."
Despite J. P. Morgan's virtual single-handed role in stemming the
Knickerbocker Trust panic of 1907, on his death in 1913, someone
wrote "We verily believe that J. Pierpont Morgan has done more harm
in the world than any man who ever lived in it." In the 1950s,
Charles Merrill was instrumental in changing this attitude toward
Wall Streeters. His firm, Merrill Lynch, derisively known in some
quarters as "We, the People" and "The Thundering Herd," brought
Wall Street to small investors, traditionally not worth the effort
for brokers.
The Big Board closes with this story. Asked by a much younger man
what he thought stocks would do next, J.P. Morgan "never hesitated
for a moment. He transfixed the neophyte with his sharp glance and
replied 'They will fluctuate, young man, they will fluctuate.' And
so they will."
Robert Sobel died in 1999 at the age of 68. A professor at Hofstra
University for 43 years, he was a prolific historian of American
business, writing or editing more than 50 books.
This book may be ordered by calling 888-563-4573 or by visiting
www.beardbooks.com or through your favorite Internet or local
bookseller.
*********
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 * * *